Common use of Limitations on Transfer of the Notes Clause in Contracts

Limitations on Transfer of the Notes. (a) No transfer of a Note in the form of a Definitive Note shall be made unless the Note Registrar shall have received either (i) a representation from the transferee of such Note, acceptable to and in form and substance satisfactory to the Note Registrar and the Depositor (such requirement is satisfied only by the Note Registrar’s receipt of a transfer affidavit from the transferee substantially in the form of Exhibit B hereto), to the effect that such transferee (i) is not acquiring such Note for, or on behalf of, an employee benefit plan or other retirement arrangement that is subject to ERISA or to Section 4975 of the Code or to any substantially similar law (“Similar Law”), or any entity deemed to hold the plan assets of the foregoing (collectively, “Benefit Plans”), or (ii) its acquisition and holding of such Notes for, on behalf of, or with the assets of, a Benefit Plan will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under (x) the statutory exemption set forth under Section 408(b)(17) of ERISA or Section 4975(d)(20) of the Code, (y) Prohibited Transaction Class Exemption (“PTCE”) ▇▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ 91-38, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ 96-23 or (z) some other applicable exemption, and will not result in a non-exempt violation of any Similar Law. In the case of a Note that is a Book-Entry Note, for purposes of clauses (i) or (ii) of the first sentence of the preceding paragraph, such representations shall be deemed to have been made to the Note Registrar by the transferee’s acceptance of such Note that is also a Book-Entry Note (or the acceptance by a Note Holder of the beneficial interest in such Note). (b) To the extent permitted under applicable law (including, but not limited to, ERISA), none of the Indenture Trustee, the Note Registrar or the Depositor shall have any liability to any Person for any registration or transfer of any Note that is in fact not permitted by this Section 2.03 or for the Indenture Trustee (or any paying agent on its behalf) making any payments due on such Note to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Indenture so long as the transfer was registered by the Note Registrar in accordance with the foregoing requirements. In addition, none of the Indenture Trustee, the Note Registrar or the Depositor shall be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to any Note in the form of a Book-Entry Note, and none of the Indenture Trustee, the Note Registrar or the Depositor shall have any liability for transfers of Book-Entry Notes or any interests therein made in violation of the restrictions on transfer described in this Indenture, the Prospectus and any other offering document. In the event that a Note is transferred to a Person that does not meet the requirements of this Section 2.03, such transfer shall be of no force and effect, shall be void ab initio, and shall not operate to transfer any rights to such Person, notwithstanding any instructions to the contrary to the Issuer, the Depositor, the Indenture Trustee or any intermediary; and the Indenture Trustee shall not make any payments on such Note for as long as such Person is the Holder of such Note. The Indenture Trustee shall cause each Note to contain a legend substantially similar to the applicable legend provided in Exhibit A hereto stating that transfer of such Note is subject to certain restrictions as set forth herein. (c) Any purported transfer of a Note (or any interest therein) not in accordance with this Section 2.03 shall be null and void and shall not be given effect for any purpose hereunder. (d) The Indenture Trustee will not have the ability to monitor transfers of the Notes while they are in book-entry form and will have liability for transfers of Book-Entry Notes in violation of any of the transfer restrictions described in this Section 2.03.

Limitations on Transfer of the Notes. (a) No Class B or Class P Note may be offered, sold, delivered or transferred (including, without limitation, by pledge or hypothecation) except (i) in connection with the initial sales of the Class B or Class P Notes to L▇▇▇▇▇ Brothers Inc. pursuant Section 4(2) of the Securities Act and (ii) thereafter, (A) under Rule 144A under the Securities Act to Qualified Institutional Buyers or QIBs purchasing for their own account or (B) to institutional investors that are “accredited investors” as that term is defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act. Each Class B and Class P Note shall bear a restrictive legend to the foregoing effect substantially in the form of the legends on the face of the form of Note at Exhibit A. (b) Each Prospective Owner of a Class B Note in the form of a Book-Entry Note shall be deemed to have represented and warranted, and each Prospective Owner of a Class B or Class P Note in the form of a Definitive Note shall represent and warrant in writing in substantially the form set forth in Exhibit B-1 or Exhibit B-2 hereto, as applicable, to the Indenture Trustee and the Note Registrar and any of their respective successors that: (i) Such Person is duly authorized to purchase such Notes and its purchase of investments having the characteristics of such Notes is authorized under, and not directly or indirectly in contravention of, any law, charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments that is applicable to the investor; and (ii) Such Person understands that each holder of such Note, by virtue of its acceptance thereof, assents to the terms, provisions and conditions of this Indenture. (c) Subject to subsection (f) below, each Prospective Owner of a Class B Note in the form of a Book-Entry Note shall be deemed to have represented and warranted, and each Prospective Owner of a Class B or Class P Note in the form of a Definitive Note shall represent and warrant in writing, in substantially the form set forth in Exhibit B-1 or Exhibit B-2 hereto, as applicable, to the Indenture Trustee and the Note Registrar and any of their respective successors that: (i) Such Person is (A) a qualified institutional buyer (a “QIB”) as defined in Rule 144A under the Securities Act (“Rule 144A”) and is aware that the seller of such Note may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Note for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act or (B) an institutional investor that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act; and (ii) Such Person understands that such Notes have not been registered under the Securities Act, and that, if in the future it decides to offer, resell, pledge or otherwise transfer such Notes, such Notes may be offered, resold, pledged or otherwise transferred only (A) pursuant to a registration statement which has been declared effective under the Securities Act, (B) for so long as such Notes are eligible for resale pursuant to Rule 144A under the Securities Act, to a person whom the seller reasonably believes is a QIB that is purchasing such Notes for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, or (C) to an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is acquiring such Notes for its own account or for the account of such an institutional “accredited investor,” for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, in each case in compliance with the requirements of this Indenture. (d) No transfer of a Note in the form of a Definitive Note shall be made unless the Note Registrar shall have received either (i) a representation from the transferee of such Note, acceptable to and in form and substance satisfactory to the Note Registrar and the Depositor (such requirement is satisfied only by the Note Registrar’s receipt of a transfer affidavit from the transferee substantially in the form of Exhibit B C hereto), to the effect that such transferee (i) is not acquiring such Note note for, or on behalf with the assets of, an employee benefit plan or other retirement arrangement that is subject to Section 406 of ERISA or to Section 4975 of the Code or to any substantially similar law (“Similar Law”), or any entity deemed to hold the plan assets of the foregoing (collectively, “Benefit Plans”), or (ii) with respect to any Note other than a High-Yield Note, its acquisition and holding of such Notes for, on behalf of, or with the assets of, a Benefit Plan will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under (x) the statutory exemption set forth under Section 408(b)(17) of ERISA or Section 4975(d)(20) of the Code, (y) Prohibited Transaction Class Exemption (“PTCE”) ▇8▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ 91-38, ▇P▇▇▇ ▇▇-▇▇, ▇▇▇▇ 96-23 or (z) some other applicable exemption, and will not result in a non-exempt violation of any Similar Law. In the case of a Note that is a Book-Entry Note, for purposes of clauses (i) or (ii) of the first sentence of the preceding paragraph, such representations shall be deemed to have been made to the Note Registrar by the transferee’s acceptance of such Note that is also a Book-Entry Note (or the acceptance by a Note Holder of the beneficial interest in such Note). (b) . To the extent permitted under applicable law (including, but not limited to, ERISA), none of the Indenture Trustee, the Note Registrar or the Depositor shall have any liability to any Person for any registration or of transfer of any Note that is in fact not permitted by this Section 2.03 2.03(d) or for the Indenture Trustee (or any paying agent on its behalf) making any payments due on such Note to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Indenture Agreement so long as the transfer was registered by the Note Registrar in accordance with the foregoing requirements. In addition, none of the Indenture Trustee, the Note Registrar or the Depositor shall be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to any Note in the form of a Book-Entry Note, and none of the Indenture Trustee, the Note Registrar or the Depositor shall have any liability for transfers of Book-Entry Notes or any interests therein made in violation of the restrictions on transfer described in this Indenture, the Prospectus and any other offering documentthis Agreement. In the event that a Note is transferred to a Person that does not meet the requirements of this Section 2.03, such transfer shall be of no force and effect, shall be void ab initio, and shall not operate to transfer any rights to such Person, notwithstanding any instructions to the contrary to the Issuer, the Depositor, the Indenture Trustee or any intermediary; and the Indenture Trustee shall not make any payments on such Note for as long as such Person is the Holder of such Note. The Indenture Trustee on behalf of the Depositor shall provide to any Holder of a Class B or Class P Note (or Note Owner) and any prospective transferee designated by any such Holder (or Note Owner), information regarding the Class B or Class P Notes, as applicable, and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Note without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Holder of a Class B or Class P Note (or Note Owner) desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trustee, the Indenture Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws and any other restrictions specified in this Section 2.03. Each holder of a Class B Note in the form of a Book-Entry Note shall be deemed to have consented to such transfer restrictions. The Indenture Trustee shall cause each Note to contain a legend substantially similar to the applicable legend provided in Exhibit A hereto stating that transfer of such Note Notes is subject to certain restrictions as set forth herein. (ce) Any purported transfer of a Note (or any interest therein) not in accordance with this Section 2.03 shall be null and void and shall not be given effect for any purpose hereunder. (df) Notwithstanding anything to the contrary contained herein, except in the case of the initial transfer of the Class B and Class P Notes by L▇▇▇▇▇ Brothers Inc., as the initial Holder of the Class B and Class P Notes (the “Initial Transferor”), to the initial transferee of the Class B and Class P Notes (the “Initial Transferee”), no High-Yield Note may be owned or pledged or transferred, directly or indirectly, by or to any person unless such person is a Permitted Owner. Each Prospective Owner of a High-Yield Note, other than the Initial Transferee, shall be deemed to have represented and warranted to the Indenture Trustee and the Note Registrar that such Person is a Permitted Owner. Prior to and as a condition of registration of any transfer, sale or other disposition of a High-Yield Note in the form of a Definitive Note, the Prospective Owner (other than in the case of the Initial Transferee) shall deliver to the Indenture Trustee an affidavit substantially in the form attached hereto as Exhibit D representing and warranting, among other things, that such transferee is a Permitted Owner. Prior to and as a condition of registration of any transfer, sale or other disposition of the Class B or Class P Notes, the Initial Transferee shall deliver to the Indenture Trustee an affidavit substantially in the form attached hereto as Exhibit E. Except in the case of the registration of the transfer of the Class B Notes and Class P to the Initial Transferee, the registration in the Note Register of any transfer, sale or other disposition of a High-Yield Note to a person other than a Permitted Owner, shall be deemed to be of no legal force or effect whatsoever and such person shall not be deemed to be a Note Owner for any purpose hereunder, including but not limited to, the receipt of distributions on such Note. The Indenture Trustee shall not be under any liability to any person for any registration or transfer of a High-Yield Note to a person other than a Permitted Owner or agent or nominee thereof, or for taking any other action with respect to such Note Owner under the provisions of this Indenture, so long as the transfer was effected in accordance with this Section 2.03(f), unless the Indenture Trustee shall have actual knowledge at the time of such transfer or the time of such payment or other action that the transferee is not a Permitted Owner; provided, however, the Indenture Trustee shall have no liability in the case of the registration or transfer of the Class B and Class P Notes to the Initial Transferee, irrespective of the Indenture Trustee’s actual knowledge that the Initial Transferee is not a Permitted Owner. In the event that a Note is transferred to a Person that does not meet the requirements of this Section 2.03, such transfer shall be of no force and effect, shall be void ab initio, and shall not operate to transfer any rights to such Person, notwithstanding any instructions to the contrary to the Issuer, the Indenture Trustee or any intermediary; and the Indenture Trustee shall not make any payments on such Note for as long as such Person is a Holder of such Note; provided, however, nothing in this Section 2.03 shall prevent the recognition and effectiveness of the transfer of the Class B and Class P Notes by the Initial Transferor to the Initial Transferee, irrespective of whether or not the Initial Transferee is a Permitted Owner. If a Prospective Owner shall become a Note Owner in violation of the provisions of this Section 2.03(f), then upon receipt of written notice to the Indenture Trustee that such Note Owner is not a Permitted Owner, the Indenture Trustee shall, if such Note Owner is a Holder, restore all rights in the High-Yield Notes to the transferor from whom the Note Owner acquired the High-Yield Notes to the transferor from whom the Note Owner acquired the High-Yield Note, effective retroactively to the date of transfer. The Indenture Trustee shall be under no liability to any Person for any registration of transfer of a Note that is in fact not permitted by this Section 2.03(f), for making any payment due on such Note to the registered Holder thereof or for taking any other action with respect to such Holder under the provisions of this Indenture so long as the transfer was registered upon receipt of the applicable affidavit described in the preceding paragraph of this Section 2.03(f). (g) Each Holder of a High-Yield Note, by such Holder’s acceptance thereof, shall be deemed for all purposes to have represented that it is a Permitted Owner. (h) [Reserved] (i) The Indenture Trustee will not have the ability to monitor transfers of the Notes while they are in book-entry form and will have no liability for transfers of Book-Entry Notes in violation of any of the transfer restrictions described in this Section 2.03.

Limitations on Transfer of the Notes. 1) No Class B or Class P Note may be offered, sold, delivered or transferred (including, without limitation, by pledge or hypothecation) except (i) in connection with the initial sales of the Class B or Class P Notes to ▇▇▇▇▇▇ Brothers Inc. pursuant Section 4(2) of the Securities Act and (ii) thereafter, (A) under Rule 144A under the Securities Act to Qualified Institutional Buyers or QIBs purchasing for their own account or (B) to institutional investors that are “accredited investors” as that term is defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act. Each Class B and Class P Note shall bear a restrictive legend to the foregoing effect substantially in the form of the legends on the face of the form of Note at Exhibit A. (a) Each Prospective Owner of a Class B Note in the form of a Book-Entry Note shall be deemed to have represented and warranted, and each Prospective Owner of a Class B or Class P Note in the form of a Definitive Note shall represent and warrant in writing in substantially the form set forth in Exhibit B-1 or Exhibit B-2 hereto, as applicable, to the Indenture Trustee and the Note Registrar and any of their respective successors that: (i) Such Person is duly authorized to purchase such Notes and its purchase of investments having the characteristics of such Notes is authorized under, and not directly or indirectly in contravention of, any law, charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments that is applicable to the investor; and (ii) Such Person understands that each holder of such Note, by virtue of its acceptance thereof, assents to the terms, provisions and conditions of this Indenture. (b) Subject to subsection (f) below, each Prospective Owner of a Class B Note in the form of a Book-Entry Note shall be deemed to have represented and warranted, and each Prospective Owner of a Class B or Class P Note in the form of a Definitive Note shall represent and warrant in writing, in substantially the form set forth in Exhibit B-1 or Exhibit B-2 hereto, as applicable, to the Indenture Trustee and the Note Registrar and any of their respective successors that: (i) Such Person is (A) a qualified institutional buyer (a “QIB”) as defined in Rule 144A under the Securities Act (“Rule 144A”) and is aware that the seller of such Note may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Note for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act or (B) an institutional investor that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act; and (ii) Such Person understands that such Notes have not been registered under the Securities Act, and that, if in the future it decides to offer, resell, pledge or otherwise transfer such Notes, such Notes may be offered, resold, pledged or otherwise transferred only (A) pursuant to a registration statement which has been declared effective under the Securities Act, (B) for so long as such Notes are eligible for resale pursuant to Rule 144A under the Securities Act, to a person whom the seller reasonably believes is a QIB that is purchasing such Notes for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, or (C) to an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is acquiring such Notes for its own account or for the account of such an institutional “accredited investor,” for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, in each case in compliance with the requirements of this Indenture. (c) No transfer of a Note in the form of a Definitive Note shall be made unless the Note Registrar shall have received either (i) a representation from the transferee of such Note, acceptable to and in form and substance satisfactory to the Note Registrar and the Depositor (such requirement is satisfied only by the Note Registrar’s receipt of a transfer affidavit from the transferee substantially in the form of Exhibit B C hereto), to the effect that such transferee (i) is not acquiring such Note note for, or on behalf with the assets of, an employee benefit plan or other retirement arrangement that is subject to Section 406 of ERISA or to Section 4975 of the Code or to any substantially similar law (“Similar Law”), or any entity deemed to hold the plan assets of the foregoing (collectively, “Benefit Plans”), or (ii) with respect to any Note other than a High-Yield Note, its acquisition and holding of such Notes for, on behalf of, or with the assets of, a Benefit Plan will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under (x) the statutory exemption set forth under Section 408(b)(17) of ERISA or Section 4975(d)(20) of the Code, (y) Prohibited Transaction Class Exemption (“PTCE”) ▇▇84-▇▇14, ▇▇▇▇ ▇▇PTCE 90-▇1, ▇▇▇▇ PTCE 91-38, ▇▇▇▇ ▇▇PTCE 95-▇▇60, ▇▇▇▇ PTCE 96-23 or (z) some other applicable exemption, and will not result in a non-exempt violation of any Similar Law. In the case of a Note that is a Book-Entry Note, for purposes of clauses (i) or (ii) of the first sentence of the preceding paragraph, such representations shall be deemed to have been made to the Note Registrar by the transferee’s acceptance of such Note that is also a Book-Entry Note (or the acceptance by a Note Holder of the beneficial interest in such Note). (b) . To the extent permitted under applicable law (including, but not limited to, ERISA), none of the Indenture Trustee, the Note Registrar or the Depositor shall have any liability to any Person for any registration or of transfer of any Note that is in fact not permitted by this Section 2.03 2.03(d) or for the Indenture Trustee (or any paying agent on its behalf) making any payments due on such Note to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Indenture Agreement so long as the transfer was registered by the Note Registrar in accordance with the foregoing requirements. In addition, none of the Indenture Trustee, the Note Registrar or the Depositor shall be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to any Note in the form of a Book-Entry Note, and none of the Indenture Trustee, the Note Registrar or the Depositor shall have any liability for transfers of Book-Entry Notes or any interests therein made in violation of the restrictions on transfer described in this Indenture, the Prospectus and any other offering documentthis Agreement. In the event that a Note is transferred to a Person that does not meet the requirements of this Section 2.03, such transfer shall be of no force and effect, shall be void ab initio, and shall not operate to transfer any rights to such Person, notwithstanding any instructions to the contrary to the Issuer, the Depositor, the Indenture Trustee or any intermediary; and the Indenture Trustee shall not make any payments on such Note for as long as such Person is the Holder of such Note. The Indenture Trustee on behalf of the Depositor shall provide to any Holder of a Class B or Class P Note (or Note Owner) and any prospective transferee designated by any such Holder (or Note Owner), information regarding the Class B or Class P Notes, as applicable, and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Note without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Holder of a Class B or Class P Note (or Note Owner) desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trustee, the Indenture Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws and any other restrictions specified in this Section 2.03. Each holder of a Class B Note in the form of a Book-Entry Note shall be deemed to have consented to such transfer restrictions. The Indenture Trustee shall cause each Note to contain a legend substantially similar to the applicable legend provided in Exhibit A hereto stating that transfer of such Note Notes is subject to certain restrictions as set forth herein. (cd) Any purported transfer of a Note (or any interest therein) not in accordance with this Section 2.03 shall be null and void and shall not be given effect for any purpose hereunder. (de) Notwithstanding anything to the contrary contained herein, except in the case of the initial transfer of the Class B and Class P Notes by ▇▇▇▇▇▇ Brothers Inc., as the initial Holder of the Class B and Class P Notes (the “Initial Transferor”), to the initial transferee of the Class B and Class P Notes (the “Initial Transferee”), no High-Yield Note may be owned or pledged or transferred, directly or indirectly, by or to any person unless such person is a Permitted Owner. Each Prospective Owner of a High-Yield Note, other than the Initial Transferee, shall be deemed to have represented and warranted to the Indenture Trustee and the Note Registrar that such Person is a Permitted Owner. Prior to and as a condition of registration of any transfer, sale or other disposition of a High-Yield Note in the form of a Definitive Note, the Prospective Owner (other than in the case of the Initial Transferee) shall deliver to the Indenture Trustee an affidavit substantially in the form attached hereto as Exhibit D representing and warranting, among other things, that such transferee is a Permitted Owner. Prior to and as a condition of registration of any transfer, sale or other disposition of the Class B or Class P Notes, the Initial Transferee shall deliver to the Indenture Trustee an affidavit substantially in the form attached hereto as Exhibit E. Except in the case of the registration of the transfer of the Class B Notes and Class P to the Initial Transferee, the registration in the Note Register of any transfer, sale or other disposition of a High-Yield Note to a person other than a Permitted Owner, shall be deemed to be of no legal force or effect whatsoever and such person shall not be deemed to be a Note Owner for any purpose hereunder, including but not limited to, the receipt of distributions on such Note. The Indenture Trustee shall not be under any liability to any person for any registration or transfer of a High-Yield Note to a person other than a Permitted Owner or agent or nominee thereof, or for taking any other action with respect to such Note Owner under the provisions of this Indenture, so long as the transfer was effected in accordance with this Section 2.03(f), unless the Indenture Trustee shall have actual knowledge at the time of such transfer or the time of such payment or other action that the transferee is not a Permitted Owner; provided, however, the Indenture Trustee shall have no liability in the case of the registration or transfer of the Class B and Class P Notes to the Initial Transferee, irrespective of the Indenture Trustee’s actual knowledge that the Initial Transferee is not a Permitted Owner. In the event that a Note is transferred to a Person that does not meet the requirements of this Section 2.03, such transfer shall be of no force and effect, shall be void ab initio, and shall not operate to transfer any rights to such Person, notwithstanding any instructions to the contrary to the Issuer, the Indenture Trustee or any intermediary; and the Indenture Trustee shall not make any payments on such Note for as long as such Person is a Holder of such Note; provided, however, nothing in this Section 2.03 shall prevent the recognition and effectiveness of the transfer of the Class B and Class P Notes by the Initial Transferor to the Initial Transferee, irrespective of whether or not the Initial Transferee is a Permitted Owner. If a Prospective Owner shall become a Note Owner in violation of the provisions of this Section 2.03(f), then upon receipt of written notice to the Indenture Trustee that such Note Owner is not a Permitted Owner, the Indenture Trustee shall, if such Note Owner is a Holder, restore all rights in the High-Yield Notes to the transferor from whom the Note Owner acquired the High-Yield Notes to the transferor from whom the Note Owner acquired the High-Yield Note, effective retroactively to the date of transfer. The Indenture Trustee shall be under no liability to any Person for any registration of transfer of a Note that is in fact not permitted by this Section 2.03(f), for making any payment due on such Note to the registered Holder thereof or for taking any other action with respect to such Holder under the provisions of this Indenture so long as the transfer was registered upon receipt of the applicable affidavit described in the preceding paragraph of this Section 2.03(f). (f) Each Holder of a High-Yield Note, by such Holder’s acceptance thereof, shall be deemed for all purposes to have represented that it is a Permitted Owner. (g) [Reserved] (h) The Indenture Trustee will not have the ability to monitor transfers of the Notes while they are in book-entry form and will have no liability for transfers of Book-Entry Notes in violation of any of the transfer restrictions described in this Section 2.03.

Limitations on Transfer of the Notes. (a) No transfer of a Note in the form of a Definitive Note shall be made unless the Note Registrar shall have received either (i) a representation from the transferee of such Note, acceptable to and in form and substance satisfactory to the Note Registrar and the Depositor (such requirement is satisfied only by the Note Registrar’s receipt of a transfer affidavit from the transferee substantially in the form of Exhibit B C hereto), to the effect that such transferee (i) is not acquiring such Note note for, or on behalf with the assets of, an employee benefit plan or other retirement arrangement that is subject to Section 406 of ERISA or to Section 4975 of the Code or to any substantially similar law (“Similar Law”), or any entity deemed to hold the plan assets of the foregoing (collectively, “Benefit Plans”), or (ii) with respect to any Note, its acquisition and holding of such Notes for, on behalf of, or with the assets of, a Benefit Plan will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under (x) the statutory exemption set forth under Section 408(b)(17) of ERISA or Section 4975(d)(20) of the Code, (y) Prohibited Transaction Class Exemption (“PTCE”) ▇▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ 91-38, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ 96-23 or (z) some other applicable exemption, and will not result in a non-exempt violation of any Similar Law. In the case of a Note that is a Book-Entry Note, for purposes of clauses (i) or (ii) of the first sentence of the preceding paragraph, such representations shall be deemed to have been made to the Note Registrar by the transferee’s acceptance of such Note that is also a Book-Entry Note (or the acceptance by a Note Holder of the beneficial interest in such Note). (b) . To the extent permitted under applicable law (including, but not limited to, ERISA), none of the Indenture Trustee, the Note Registrar or the Depositor shall have any liability to any Person for any registration or transfer of any Note that is in fact not permitted by this Section 2.03 2.03(a) or for the Indenture Trustee (or any paying agent on its behalf) making any payments due on such Note to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Indenture Agreement so long as the transfer was registered by the Note Registrar in accordance with the foregoing requirements. In addition, none of the Indenture Trustee, the Note Registrar or the Depositor shall be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to any Note in the form of a Book-Entry Note, and none of the Indenture Trustee, the Note Registrar or the Depositor shall have any liability for transfers of Book-Entry Notes or any interests therein made in violation of the restrictions on transfer described in this Indenture, the Prospectus and any other offering documentthis Agreement. In the event that a Note is transferred to a Person that does not meet the requirements of this Section 2.03, such transfer shall be of no force and effect, shall be void ab initio, and shall not operate to transfer any rights to such Person, notwithstanding any instructions to the contrary to the Issuer, the Depositor, the Indenture Trustee or any intermediary; and the Indenture Trustee shall not make any payments on such Note for as long as such Person is the Holder of such Note. The Indenture Trustee shall cause each Note to contain a legend substantially similar to the applicable legend provided in Exhibit A hereto stating that transfer of such Note Notes is subject to certain restrictions as set forth herein. (cb) Any purported transfer of a Note (or any interest therein) not in accordance with this Section 2.03 shall be null and void and shall not be given effect for any purpose hereunder. (dc) The Indenture Trustee will not have the ability to monitor transfers of the Notes while they are in book-entry form and will have no liability for transfers of Book-Entry Notes in violation of any of the transfer restrictions described in this Section 2.03.