Additional Requirements for Registration of and Limitations on Transfer and Exchange Sample Clauses
Additional Requirements for Registration of and Limitations on Transfer and Exchange of Class B(2020-4) Notes. No Transfer (or purported Transfer) of a Class B(2020-4) Note (or economic interest therein) shall be made by Discover Bank, the Transferor or any person which is considered the same person as Discover Bank or the Transferor for U.S. federal income tax purposes (except to a person which is considered the same person as Discover Bank for such purposes) and any such Transfer (or purported Transfer) of such Class B(2020-4) Note shall be void ab initio unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020-4) Note will constitute debt for U.S. federal income tax purposes; provided that any such Class B(2020-4) Note may be pledged to a Federal Reserve Bank provided that the pledge thereof and the exercise of remedies by the Federal Reserve Bank in connection therewith shall be subject to the requirement that such Class B(2020-4) Note shall not be further transferrable unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Class B(2020-4) Note will constitute debt for U.S. federal income tax purposes. If for tax or other reasons it may be necessary to track any such Class B(2020-4) Note (e.g., if a portion of the Class B(2020-4) Notes have original issue discount and a portion of the Class B(2020-4) Notes do not), tracking conditions such as requiring that such Class B(2020-4) Note be in definitive registered form may be required by the Transferor as a condition to such transfer.
Additional Requirements for Registration of and Limitations on Transfer and Exchange of Class D(2006-D1) Notes.
(a) Registration of transfer of the Class D(2006-D1) Notes shall be effected only if such transfer is exempt from the registration requirements under the Securities Act. Each initial Class D(2006-D1) Noteholder, other than the Transferor or an Affiliate of the Transferor, and each subsequent transferee agrees with the Issuer, the Transferor and the Indenture Trustee that: (i) such Class D(2006-D1) Noteholder or subsequent transferee, as the case may be, shall deliver, at its expense, to the Transferor, the Servicer and the Indenture Trustee on or before the acquisition of such Class D(2006-D1) Notes, an investment letter substantially in the form annexed hereto as Exhibit A or such other form as the Issuer and the Transferor may determine, executed by the initial Class D(2006-D1) Noteholder or such transferee, as the case may be, with respect to the purchase by such Person of such Class D(2006-D1) Note and (ii) all of the statements made by such Class D(2006-D1) Noteholder in its investment letter shall be true and correct as of the date made. None of the Issuer, the Transferor, the Servicer, the Seller, the Indenture Trustee or the Transfer Agent and Registrar is obligated to register or qualify the Class D(2006-D1) Notes under the Securities Act or any other securities law or to take any action not otherwise required under the Master Indenture or the Class D(2006-D1) Terms Document to permit the transfer of the Class D(2006-D1) Notes without registration or qualification. Any Class D(2006-D1) Noteholder desiring to effect a transfer of unregistered Class D(2006-D1) Notes shall, and does hereby agree to, indemnify the Issuer, the Transferor (unless the transferor of the Class D(2006-D1) Notes is the Transferor), the Servicer, the Seller, the Indenture Trustee and the Transfer Agent and Registrar against any liability that may result if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state laws and no registration of transfer shall be made until such letter is so delivered. If the Class D(2006-D1) Notes are converted to Book-Entry Notes pursuant to Section 2.08(a), the Transferor, upon written notice to the Issuer and the Indenture Trustee, may direct that the requirement of the delivery of an investment letter upon a transfer of Class D(2006-D1) Notes be modified or rescinded.
(b) Class D(2006-D1) Notes issued upon registration or transfer of, or Class D(2006-...
Additional Requirements for Registration of and Limitations on Transfer and Exchange of Class B(2020-2) Notes. No Transfer (or purported Transfer) of a Class B(2020-