Common use of Limitation on Transfer and Exchange Clause in Contracts

Limitation on Transfer and Exchange. The Notes have not been registered or qualified under the Securities Act or the securities laws of any state. No transfer of any Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and registration or qualification under applicable state securities laws or is exempt from such registration or qualification. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, the Issuer shall require, in order to assure compliance with the Securities Act, that the prospective transferee certify to the Issuer and the Trustee in writing the facts surrounding the transfer in the form of the investment letter described in Exhibit C hereto or such other form as the Issuer may agree to accept, in its sole discretion (each such letter, an “Investment Letter”). Neither the Issuer nor the Trustee is obligated to register or qualify the Issuer or Notes (or any offering or sale thereof) under the Securities Act or any other securities law. While not conceding that the Issuer is an investment company within the meaning of the Investment Company Act, in no event shall the transfer of a Note be permitted if the transfer would cause the loss to the Issuer of a necessary exemption under the Investment Company Act of 1940, as amended. The Notes may not be acquired or transferred to an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan described in Section 4975(e)(1) of the Code, or any entity deemed to hold plan assets of a benefit plan or plan unless the acquiror or the transferee represents that its acquisition and holding of the Notes will at all times be exempt from the prohibited transaction provisions of ERISA and Section 4975 of the Code under PTE 84-14, PTE 90-1, PTE 91-38, PTE 95-60 or PTE 96-23 or a similar exemption. The Trustee and the Note Registrar shall not permit a transfer of a Note if such transfer would result in the Issuer having more than eight (8) registered Noteholders as shown in the Note Register or five (5) registered Noteholders excluding the initial Noteholder and its direct transferees. Further, if its absence will be deemed adverse to the Issuer pursuant to an opinion of counsel to that effect, each purchaser of a Note other than the initial purchaser of the Notes will be required to represent that it is not a partnership, grantor trust or S corporation of which (i) substantially all of the value of the interest of a person owning an interest in such entity is attributable to the entity’s (direct or indirect) interest in a Note, and (ii) a principal purpose of the use of the tiered arrangement is to permit the Issuer to satisfy the 100-person limitation in paragraph (h)(1)(ii) of Section 1.7704-1 of the Treasury Regulations. The Issuer and the Trustee shall have no liability to the Noteholders or otherwise arising from a transfer of any such Note in reliance upon the Investment Letter delivered in connection therewith.

Limitation on Transfer and Exchange. The Notes have not been registered or qualified under the Securities Act or the securities laws of any state. No transfer of any Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and registration or qualification under applicable state securities laws or is exempt from such registration or qualification. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, the Issuer shall require, in order to assure compliance with the Securities Act, that the prospective transferee certify to the Issuer and the Trustee in writing the facts surrounding the transfer in the form of the investment letter described in Exhibit C hereto or such other form as the Issuer may agree to accept, in its sole discretion (each such letter, an “"Investment Letter”"). Neither the Issuer nor the Trustee is obligated to register or qualify the Issuer or Notes (or any offering or sale thereof) under the Securities Act or any other securities law. While not conceding that the Issuer is an investment company within the meaning of the Investment Company Act, in no event shall the transfer of a Note be permitted if the transfer would cause the loss to the Issuer of a necessary exemption under the Investment Company Act of 1940, as amended. The Notes may not be acquired or transferred to an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), a plan described in Section 4975(e)(1) of the Code, or any entity deemed to hold plan assets of a benefit plan or plan unless the acquiror or the transferee represents that its acquisition and holding of the Notes will at all times be exempt from the prohibited transaction provisions of ERISA and Section 4975 of the Code under PTE 84-14, PTE 90-1, PTE 91-38, PTE 95-60 or PTE 96-23 or a similar exemption. The Trustee and the Note Registrar shall not permit a transfer of a Note if such transfer would result in the Issuer having more than eight (8) registered Noteholders as shown in the Note Register or five (5) registered Noteholders excluding the initial Noteholder and its direct transferees. Further, if its absence will be deemed adverse to the Issuer pursuant to an opinion of counsel to that effect, each purchaser Purchaser of a Note other than the initial purchaser of the Notes will be required to represent that it is not a partnership, grantor trust or S corporation of which (i) substantially all of the value of the interest of a person owning an interest in such entity is attributable to the entity’s 's (direct or indirect) interest in a Note, and (ii) a principal purpose of the use of the tiered arrangement is to permit the Issuer to satisfy the 100-person limitation in paragraph (h)(1)(ii) of Section 1.7704-1 of the Treasury Regulations. The Issuer and the Trustee shall have no liability to the Noteholders or otherwise arising from a transfer of any such Note in reliance upon the Investment Letter delivered in connection therewith.

Limitation on Transfer and Exchange. The Notes have will not been be registered or qualified under the Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any stateState. No transfer of any Note shall be made unless such that transfer is made pursuant to an effective registration statement under the Securities Act and in a transaction which does not require registration or qualification under the 1933 Act or under applicable state State securities laws or is exempt from such registration or qualificationlaws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and applicable state securities lawswithout registration or qualification, the Issuer shall require, in order to assure compliance with the Securities Act, that the such Noteholder's prospective transferee certify shall either (i) deliver to the Issuer and the Trustee in writing the facts surrounding the transfer an investment letter substantially in the form set forth on Exhibit A hereto (the "Investment Letter") or (ii) deliver to the Trustee an opinion of counsel that the investment letter described transfer is exempt from the 1933 Act and will not result in Exhibit C hereto or such other form as the Issuer may agree being required to acceptregister as an "investment company" under the Investment Company Act of 1940, in its sole discretion (each such letter, an “Investment Letter”)as amended. Neither the Issuer nor the Trustee is obligated to register or qualify the Issuer or Notes (or any offering or sale thereof) under the Securities 1933 Act or any other securities law. While not conceding that the Issuer is an investment company No transfer or exchange of any Note shall be made if, after such transfer, there would be more than 100 beneficial owners (within the meaning of the Investment Company Act, in no event shall the transfer of a Note be permitted if the transfer would cause the loss to the Issuer of a necessary exemption under the Investment Company Act of 1940, as amended. The Notes may not be acquired or transferred to an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan described in Section 4975(e)(1) of (i) the CodeNotes, or any entity deemed to hold plan assets of a benefit plan or plan unless (ii) the acquiror or the transferee represents that its acquisition membership interests and holding (iii) all other securities of the Notes will at all times be exempt from the prohibited transaction provisions Issuer. For purposes of ERISA and Section 4975 of the Code under PTE 84-14, PTE 90-1, PTE 91-38, PTE 95-60 or PTE 96-23 or a similar exemption. The Trustee and the Note Registrar shall not permit determining whether after a transfer of a Note if such transfer there would result be more than 100 beneficial owners of the securities of the Issuer for purposes of the Investment Company Act of 1940, as amended, the Trustee shall rely upon the representations of each Holder contained in the Investment Letter and upon information provided by the Issuer having more than eight to the Trustee. At the request of the Trustee, the Issuer shall promptly provide the Trustee with the number of beneficial owners of all securities of the Company (8) registered Noteholders except, so long as shown in the Trustee is the Note Register or five (5) registered Noteholders excluding Registrar, the initial Noteholder and its direct transferees. FurtherNotes); provided, if its absence will be deemed adverse however, that in determining the number of such beneficial owners, the Issuer may rely upon the representations of such beneficial owners contained in any letter delivered to the Issuer pursuant to an opinion in connection with each such beneficial owner's acquisition of counsel to that effect, each purchaser of a Note other than the initial purchaser of the Notes will be required to represent that it is not a partnership, grantor trust or S corporation of which (i) substantially all of the value of the interest of a person owning an interest in such entity is attributable to the entity’s (direct or indirect) interest in a Note, and (ii) a principal purpose of the use of the tiered arrangement is to permit the Issuer to satisfy the 100-person limitation in paragraph (h)(1)(ii) of Section 1.7704-1 of the Treasury Regulationssecurity. The Issuer and shall deliver any such letter to the Trustee. The Trustee shall have no liability to the Noteholders Trust Estate or otherwise any Noteholder arising from a transfer of any such Note in reliance upon the Investment Letter delivered a certification described in connection therewiththis Section 3.05.

Limitation on Transfer and Exchange. The Notes have not been registered or qualified under the Securities 1933 Act or the securities laws of any state. No transfer of any Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities 1933 Act and registration or qualification under applicable state securities laws or is exempt from such registration or qualification. In the event that a transfer is to be made in reliance upon an exemption from the Securities 1933 Act and applicable state securities laws, the Issuer shall require, in order to assure compliance with the Securities 1933 Act, that the prospective transferee certify to the Issuer and the Trustee in writing the facts surrounding the transfer in the form of the investment letter described in Exhibit C hereto or such other form as the Issuer may agree to accept, in its sole discretion (each such letter, an “"Investment Letter”"). Neither the Issuer nor the Trustee is obligated to register or qualify the Issuer or Notes (or any offering or sale thereof) under the Securities 1933 Act or any other securities law. While not conceding that the Issuer is an investment company within the meaning of the Investment Company Act, in no event shall the transfer of a Note be permitted if the transfer would cause the loss to the Issuer of a necessary exemption under the Investment Company Act of 1940, as amended. The Notes may not be acquired or transferred to an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), a plan described in Section 4975(e)(1) of the Code, or any entity deemed to hold plan assets of a benefit plan or plan unless the acquiror or the transferee represents that its acquisition and holding of the Notes will at all times be exempt from the prohibited transaction provisions of ERISA and Section 4975 of the Code under PTE 84-14, PTE 90-1, PTE 91-38, PTE 95-60 or PTE 96-23 or a similar exemptionxxxxxxxxx. The Trustee Xxx Xxxxxxe and the Note Registrar shall not permit a transfer of a Note if such transfer would result in the Issuer having more than eight (8) registered Noteholders as shown in the Note Register or five (5) registered Noteholders excluding the initial Noteholder and its direct transferees. Further, if its absence will be deemed adverse to the Issuer pursuant to an opinion of counsel to that effect, each purchaser Purchaser of a Note other than the initial purchaser of the Notes Note will be required to represent that it is not a partnership, grantor trust or S corporation of which (i) substantially all of the value of the interest of a person owning an interest in such entity is attributable to the entity’s 's (direct or indirect) interest in a the Note, and (ii) a principal purpose of the use of the tiered arrangement is to permit the Issuer to satisfy the 100-person limitation in paragraph (h)(1)(ii) of Section 1.7704-1 of the Treasury Regulations. The Issuer and the Trustee shall have no liability to the Noteholders or otherwise arising from a transfer of any such Note in reliance upon the Investment Letter delivered in connection therewith.

Limitation on Transfer and Exchange. The Notes have not been registered or qualified under the Securities Act or the securities laws of any state. No transfer of any Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and registration or qualification under applicable state securities laws or is exempt from such registration or qualification. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, the Issuer shall require, in order to assure compliance with the Securities Act, that the prospective transferee certify to the Issuer and the Trustee in writing the facts surrounding the transfer in the form of the investment letter described in Exhibit C hereto or such other form as the Issuer may agree to accept, in its sole discretion (each such letter, an “"Investment Letter”"). Neither the Issuer nor the Trustee is obligated to register or qualify the Issuer or Notes (or any offering or sale thereof) under the Securities Act or any other securities law. While not conceding that the Issuer is an investment company within the meaning of the Investment Company Act, in no event shall the transfer of a Note be permitted if the transfer would cause the loss to the Issuer of a necessary exemption under the Investment Company Act of 1940, as amended. The Notes may not be acquired or transferred to an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), a plan described in Section 4975(e)(1) of the Code, or any entity deemed to hold plan assets of a benefit plan or plan unless the acquiror or the transferee represents that its acquisition and holding of the Notes will at all times be exempt from the prohibited transaction provisions of ERISA and Section 4975 of the Code under PTE 84-14, PTE 90-1, PTE 91-38, PTE 95-60 or PTE 96-23 or a similar exemptionexxxxxxxx. The Trustee Xxx Xxustee and the Note Registrar shall not permit a transfer of a Note if such transfer would result in the Issuer having more than eight (8) registered Noteholders as shown in the Note Register or five (5) registered Noteholders excluding the initial Noteholder and its direct transferees. Further, if its absence will be deemed adverse to the Issuer pursuant to an opinion of counsel to that effect, each purchaser Purchaser of a Note other than the initial purchaser of the Notes will be required to represent that it is not a partnership, grantor trust or S corporation of which (i) substantially all of the value of the interest of a person owning an interest in such entity is attributable to the entity’s 's (direct or indirect) interest in a Note, and (ii) a principal purpose of the use of the tiered arrangement is to permit the Issuer to satisfy the 100-person limitation in paragraph (h)(1)(ii) of Section 1.7704-1 of the Treasury Regulations. The Issuer and the Trustee shall have no liability to the Noteholders or otherwise arising from a transfer of any such Note in reliance upon the Investment Letter delivered in connection therewith.

Limitation on Transfer and Exchange. (a) The Notes have not been registered or qualified under the Securities 1933 Act or the securities laws of any statestate or other jurisdiction. No transfer The restrictions set forth in this Section 2.06 shall apply to transfers of the Notes. Beneficial interests in the Notes may be transferred only (x) to a Person whom the transferor reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A under the 1933 Act and whom the transferor has notified that it may be relying on the exemption from the registration requirements of the 1933 Act provided by Rule 144A of the 1933 Act, or (y) in a transaction otherwise exempt from the registration requirements of the 1933 Act (and based on an opinion of counsel to such effect if the Issuer or the Trustee so requests), in each case in compliance with the Indenture and all applicable securities laws of any State of the United States or any other applicable jurisdiction. Each transferee of a beneficial interest in a Book-Entry Note shall be deemed to have made unless such the acknowledgements, representations and agreements set forth in subsection (d) hereof. Each transferee of a beneficial interest in a Definitive Note shall either (i) deliver to the Trustee an Investment and Assumption Letter in the form attached hereto as Exhibit 2.06(a) or (ii) deliver to the Trustee an Opinion of Counsel that the transfer is made pursuant to an effective registration statement under the Securities Act and registration or qualification under applicable state securities laws or is exempt from such registration or qualification. In the event that a transfer is to 1933 Act (which opinion shall not be made in reliance upon an exemption from at the Securities Act and applicable state securities lawsexpense of the Issuer, the Issuer shall requireTrustee, in order to assure compliance with the Securities ActServicer or the Issuer, that the prospective transferee certify and which may be an opinion of in-house counsel to the Issuer and transferor or the Trustee in writing the facts surrounding the transfer in the form transferee of the investment letter described in Exhibit C hereto or such other form as the Issuer may agree to accept, in its sole discretion (each such letter, an “Investment Letter”Note). Neither the Issuer nor the Trustee is obligated to register or qualify the Issuer or Notes (or any offering or sale thereof) under the Securities 1933 Act or any other securities law. While not conceding that Any such Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Issuer is an investment company within the meaning of the Investment Company Actagainst any liability, in no event shall the transfer of a Note be permitted cost or expense (including attorneys' fees) that may result if the transfer would cause the loss to the Issuer of a necessary exemption under the Investment Company Act of 1940, as amendedis not so exempt or is not made in accordance with such federal and state laws. The Notes may not be acquired or transferred Trustee shall promptly, after receipt of such information as is set forth in the next succeeding sentence, furnish to an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan described in Section 4975(e)(1) of the Codeany Holder, or any entity deemed prospective transferee designated by a Holder, the information required to hold plan assets be delivered to Holders and prospective transferees of a benefit plan or plan unless the acquiror or the transferee represents that its acquisition and holding Notes in connection with resales of the Notes will at all times be exempt from the prohibited transaction provisions of ERISA and Section 4975 to permit compliance with Rule 144A of the Code under PTE 84-14, PTE 90-1, PTE 91-38, PTE 95-60 or PTE 96-23 or a similar exemption1933 Act in connection with such resales. The Trustee and the Note Registrar Such information shall not permit a transfer of a Note if such transfer would result in the Issuer having more than eight (8) registered Noteholders as shown in the Note Register or five (5) registered Noteholders excluding the initial Noteholder and its direct transferees. Further, if its absence will be deemed adverse provided to the Issuer pursuant to an opinion of counsel to that effect, each purchaser of a Note other than Trustee by the initial purchaser of the Notes will be required to represent that it is not a partnership, grantor trust or S corporation of which (i) substantially all of the value of the interest of a person owning an interest in such entity is attributable to the entity’s (direct or indirect) interest in a Note, and (ii) a principal purpose of the use of the tiered arrangement is to permit the Issuer to satisfy the 100-person limitation in paragraph (h)(1)(ii) of Section 1.7704-1 of the Treasury Regulations. The Issuer and the Trustee shall have no liability to the Noteholders or otherwise arising from a transfer of any such Note in reliance upon the Investment Letter delivered in connection therewithIssuer.

Limitation on Transfer and Exchange. The Notes have will not been be registered or qualified under the Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any stateState. No transfer of any Note shall be made unless such that transfer is made pursuant to an effective registration statement under the Securities Act and in a transaction which does not require registration or qualification under the 1933 Act or under applicable state State securities laws or is exempt from such registration or qualificationlaws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and applicable state securities lawswithout registration or qualification, the Issuer shall require, in order to assure compliance with the Securities Act, that the such Noteholder's prospective transferee certify shall either (i) deliver to the Issuer and the Trustee in writing the facts surrounding the transfer an investment letter substantially in the form set forth on Exhibit A hereto (the "Investment Letter") or (ii) deliver to the Trustee an opinion of counsel that the investment letter described transfer is exempt from the 1933 Act and will not result in Exhibit C hereto or such other form as the Issuer being required to register as an "investment company" under the Investment Company Act of 1940, as amended. Such opinion may agree to accept, in its sole discretion (each be given by an attorney that is an employee or officer of such letter, an “Investment Letter”)transferee. Neither the Issuer nor the Trustee is obligated to register or qualify the Issuer or Notes (or any offering or sale thereof) under the Securities 1933 Act or any other securities law. While Each prospective transferee acquiring a Note and each prospective owner of a beneficial interest in a Note acquiring such beneficial interest (the prospective transferee and the prospective owner of a beneficial interest, collectively, the "Prospective Owner") shall represent and warrant, in writing, to the Issuer, TFI, the Servicer, the Trustee and any of their successors that (A) the Prospective Owner (1) is not conceding that the Issuer is an investment company "employee benefit plan" within the meaning of the Investment Company Act, in no event shall the transfer Section 3(3) of a Note be permitted if the transfer would cause the loss to the Issuer of a necessary exemption under the Investment Company Act of 1940, as amended. The Notes may not be acquired or transferred to an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), or a plan described in "plan" within the meaning of Section 4975(e)(1) of the Code, Code (each a "Plan") and (2) is not acquiring (or considered to be acquiring) the Note with the assets of any entity deemed to hold plan whose underlying assets include the assets of a benefit plan Plan by reason of such a Plan's investment in such entity, or plan unless (B) the acquiror or Prospective Owner is an insurance company that is acquiring the transferee represents that Note for its acquisition own account, with its general corporate assets and holding not with the assets of a "separate account" within the Notes will at all times be exempt from the prohibited transaction provisions meaning of Section 3(17) of ERISA and Section 4975 the conditions of the Code under PTE 84Prohibited Transaction Class Exemption 83-14, PTE 90-1, PTE 91-38, PTE 1 and/or Class Exemption 95-60 have been satisfied by such Prospective Owner, or PTE 96(C) the Prospective Owner is an insurance company that is acquiring the Note with the assets of a separate account within the meaning of Section 3(17) of ERISA and the conditions of Prohibited Transaction Class Exemption 90-23 1 have been satisfied by such Prospective Owner, or (D) the Prospective Owner is a similar exemptionbank collective investment fund and the conditions of Prohibited Transaction Class Exemption 91-38 have been satisfied by such Prospective Owner. The Trustee and the Note Registrar shall not permit a transfer of a Note if such transfer would result in the Issuer having more than eight (8) registered Noteholders as shown in the Note Register or five (5) registered Noteholders excluding the initial Noteholder and its direct transferees. Further, if its absence will be deemed adverse to the Issuer pursuant to an opinion of counsel to that effect, each purchaser of a Note other than the initial purchaser of the Notes will be required to represent that it is not a partnership, grantor trust or S corporation of which (i) substantially all of the value of the interest of a person owning an interest in such entity is attributable to the entity’s (direct or indirect) interest in a Note, and (ii) a principal purpose of the use of the tiered arrangement is to permit the Issuer to satisfy the 100-person limitation in paragraph (h)(1)(ii) of Section 1.7704-1 of the Treasury Regulations. The Issuer and the Trustee shall have no liability to the Noteholders any Series Trust Estate or otherwise any Noteholder arising from a transfer of any such Note in reliance upon a certification or opinion described in this Section 3.05. Each Holder, by acceptance of any Note, agrees that such Holder will not offer, sell or transfer any Note to a Restricted Investor. Notwithstanding the Investment Letter delivered foregoing restrictions on the offer, transfer or sale of the Notes, any Noteholder may offer, sell or transfer any of its Notes to any Permitted Institutional Investor (other than a Restricted Investor) holding securities in connection therewitha Competitor as part of its investment portfolio. In determining whether a transferee is a Restricted Investor, a Noteholder shall be entitled to rely on a certificate to that effect executed by an authorized officer of such Person.

Limitation on Transfer and Exchange. The Notes have not been registered or qualified under the Securities Act or the securities laws of any state. No transfer of any Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and registration or qualification under applicable state securities laws or is exempt from such registration or qualification. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, the Issuer shall require, in order to assure compliance with the Securities Act, that the prospective transferee certify to the Issuer and the Trustee in writing the facts surrounding the transfer in the form of the investment letter described in Exhibit C hereto or such other form as the Issuer may agree to accept, in its sole discretion (each such letter, an “Investment Letter”). Neither the Issuer nor the Trustee is obligated to register or qualify the Issuer or Notes (or any offering or sale thereof) under the Securities Act or any other securities law. While not conceding that the Issuer is an investment company within the meaning of the Investment Company Act, in no event shall the transfer of a Note be permitted if the transfer would cause the loss to the Issuer of a necessary exemption under the Investment Company Act of 1940, as amended. The Notes may not be acquired or transferred to an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan described in Section 4975(e)(1) of the Code, or any entity deemed to hold plan assets of a benefit plan or plan unless the acquiror or the transferee represents that its acquisition and holding of the Notes will at all times be exempt from the prohibited transaction provisions of ERISA and Section 4975 of the Code under PTE 84XXX 00-1400, PTE 90XXX 00-10, PTE 91XXX 00-3800, PTE XXX 95-60 or PTE 96-23 or a similar exemption. The Trustee and the Note Registrar shall not permit a transfer of a Note if such transfer would result in the Issuer having more than eight (8) registered Noteholders as shown in the Note Register or five (5) registered Noteholders excluding the initial Noteholder and its direct transferees. Further, if its absence will be deemed adverse to the Issuer pursuant to an opinion of counsel to that effect, each purchaser of a Note other than the initial purchaser of the Notes will be required to represent that it is not a partnership, grantor trust or S corporation of which (i) substantially all of the value of the interest of a person owning an interest in such entity is attributable to the entity’s (direct or indirect) interest in a Note, and (ii) a principal purpose of the use of the tiered arrangement is to permit the Issuer to satisfy the 100-person limitation in paragraph (h)(1)(ii) of Section 1.7704-1 of the Treasury Regulations. The Issuer and the Trustee shall have no liability to the Noteholders or otherwise arising from a transfer of any such Note in reliance upon the Investment Letter delivered in connection therewith.