Common use of Limitation on Transfer and Exchange Clause in Contracts

Limitation on Transfer and Exchange. The Notes will not be registered or qualified under the Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any State. If the Notes of any Class are no longer held by The Depository Trust Company pursuant to Section 3.10, then the restrictions set forth in this Section 3.05 shall apply to transfers of such Notes. In such event, no transfer of any Note shall be made unless that transfer is made in a transaction which does not require registration or qualification under the 1933 Act or under applicable State securities laws. In the event that a transfer is to be made without registration or qualification, such Noteholder's prospective transferee shall either (i) deliver to the Trustee 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 transfer is exempt from the 1933 Act. Such opinion may be given by an attorney that is an employee or officer of such transferee. Neither the Issuer nor the Trustee is obligated to register or qualify the Notes under the 1933 Act or any other securities law. The Trustee shall have no liability to the Trust Estate or any Noteholder arising from a transfer of any such Note in reliance upon a certification or opinion described in this Section 3.05.