Common use of Restrictions on Note Acquisitions Clause in Contracts

Restrictions on Note Acquisitions. (a) Each Certificateholder acknowledges and represents that it is not a member of an “expanded group” (within the meaning of the regulations issued under Section 385 of the Code) that includes a domestic corporation (as determined for U.S. federal income tax purposes) if such domestic corporation, directly or indirectly (through one or more entities that are treated for U.S. federal income tax purposes as partnerships, disregarded entities, or grantor trusts), owns 80% or more of the capital or profits of the Trust. (b) Each Certificateholder, if it is acting as a nominee or in a similar capacity, represents and agrees that no beneficial owner for which it is acting as a nominee owns less than the minimum denomination for such Certificate. (c) Each Certificateholder or beneficial owner of a Certificate, represents and agrees that (A) either (I) it is not and will not become for U.S. federal income tax purposes a partnership, subchapter S corporation or grantor trust (or a disregarded entity the single owner of which is any of the foregoing) (each such entity a “Flow-Through Entity”) or (II) if it is or becomes a Flow-Through Entity, then (x) none of the direct or indirect beneficial owners of any of the interests in such Flow-Through Entity has or ever will have more than 50% of the value of its interest in such Flow-Through Entity attributable to the interest of such Flow-Through Entity in the Certificates, other interest (direct or indirect) in the Trust, or any interest created under the Indenture and (y) it is not and will not be a principal purpose of the arrangement involving the investment of such Flow-Through Entity in any Certificate to permit any partnership to satisfy the 100 partner limitation of Section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be classified as a publicly traded partnership under the Code, and (B) it does not and will not beneficially own a Certificate (or any beneficial interest therein) in an amount that is less than the minimum denomination for such Certificate. (d) Each Certificateholder or beneficial owner of a Certificate, represents and agrees that it will not take any action that could cause, and will not omit to take any action, which omission could cause, the Trust to become taxable as a corporation for U.S. federal income tax purposes. (e) Each Certificateholder agrees that any purported transfer of any Certificate or any beneficial interest in a Certificate that is not made in accordance with the restrictions set forth herein will be null and void from the beginning and will not be given effect for any purpose thereunder.

Restrictions on Note Acquisitions. (a) Each Certificateholder acknowledges and represents that it is not a member of an “expanded group” (within the meaning of the regulations issued under Section 385 of the Code) that includes a domestic corporation (as determined for U.S. United States federal income tax purposes) if such domestic corporation, directly or indirectly (through one or more entities that are treated for U.S. United States federal income tax purposes as partnerships, disregarded entities, or grantor trusts), owns 80% or more of the capital or profits of the Trust. (b) Each Certificateholder, if it is acting as a nominee or in a similar capacity, represents and agrees that no beneficial owner for which it is acting as a nominee owns less than the minimum denomination for such Certificate. (c) Each Certificateholder or beneficial owner of a Certificate, represents and agrees that (A) either (I) it is not and will not become for U.S. United States federal income tax purposes a partnership, subchapter S corporation or grantor trust (or a disregarded entity the single owner of which is any of the foregoing) (each such entity a “Flow-Through Entity”) or (II) if it is or becomes a Flow-Through Entity, then (x) none of the direct or indirect beneficial owners of any of the interests in such Flow-Through Entity has or ever will have more than 50% of the value of its interest in such Flow-Through Entity attributable to the interest of such Flow-Through Entity in the Certificates, other interest (direct or indirect) in the Trust, or any interest created under the Indenture and (y) it is not and will not be a principal purpose of the arrangement involving the investment of such Flow-Through Entity in any Certificate to permit any partnership to satisfy the 100 partner limitation of Section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be classified as a publicly traded partnership under the Code, and (B) it does not and will not beneficially own a Certificate (or any beneficial interest therein) in an amount that is less than the minimum denomination for such Certificate. (d) Each Certificateholder or beneficial owner of a Certificate, represents and agrees that it will not take any action that could cause, and will not omit to take any action, which omission could cause, the Trust to become taxable as a corporation for U.S. United States federal income tax purposes. (e) Each Certificateholder agrees that any purported transfer of any Certificate or any beneficial interest in a Certificate that is not made in accordance with the restrictions set forth herein will be null and void from the beginning and will not be given effect for any purpose thereunder.