Common use of Additional Requirements for Registration of and Limitations on Transfer and Exchange of Notes Clause in Contracts

Additional Requirements for Registration of and Limitations on Transfer and Exchange of Notes. (a) All Transfers will be subject to the transfer restrictions set forth on the Notes. (b) No Transfer (or purported Transfer) of a Class M Note, Class B Note, Class C Note or Class D Note (or economic interest therein) shall be made by WFN, the Transferor or any person which is considered the same person as WFN or the Transferor for U.S. Federal income tax purposes (except to a person which is considered the same person as WFN for such purposes) and any such Transfer (or purported Transfer) of such Notes shall be void ab initio unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Notes will constitute debt for U.S. federal income tax purposes; provided that any such 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 Note shall not be further transferrable unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Notes will constitute debt for U.S. federal income tax purposes.

Additional Requirements for Registration of and Limitations on Transfer and Exchange of Notes. (a) All Transfers will be subject to the transfer restrictions set forth on the Notes. (b) No Transfer (or purported Transfer) of a Class M Note, Class B Note, Class C Note or Class D Note (or economic interest therein) shall be made by WFNComenity Bank, the Transferor or any person which is considered the same person as WFN Comenity Bank or the Transferor for U.S. Federal income tax purposes (except to a person which is considered the same person as WFN Comenity Bank for such purposes) and any such Transfer (or purported Transfer) of such Notes shall be void ab initio unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Notes will constitute debt for U.S. federal income tax purposes; provided that any such 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 Note shall not be further transferrable unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Notes will constitute debt for U.S. federal income tax purposes.

Additional Requirements for Registration of and Limitations on Transfer and Exchange of Notes. (a) All Transfers will be subject to the transfer restrictions set forth on the Notes. (b) No Transfer (or purported Transfer) of a Class M Note, Class B Note, Class C Note or Class D Note (or economic interest therein) shall be made by WFNComenity Bank, the Transferor or any person which is considered the same person as WFN Comenity Bank or the Transferor for U.S. Federal income tax purposes (except to a person which is considered the same person as WFN Comenity Bank for such purposes) and any such Transfer (or purported Transfer) of such Notes shall be void ab initio unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Notes will constitute debt for U.S. federal income tax purposes; provided that any such 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 Note shall not be further transferrable unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Notes will constitute debt for U.S. federal income tax purposes.

Additional Requirements for Registration of and Limitations on Transfer and Exchange of Notes. (a) All Transfers will be subject to the transfer restrictions set forth on the Notes. (b) No Transfer (or purported Transfer) of a Class M Note, Class B Note, Class C Note or Class D Note (or economic interest therein) shall be made by WFN, the Transferor or any person which is considered the same person as WFN or the Transferor for U.S. Federal income tax purposes (except to a person which is considered the same person as WFN for such purposes) and any such Transfer (or purported Transfer) of such Notes shall be void ab initio unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Notes will constitute debt for U.S. federal income tax purposes; provided that any such 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 Note shall not be further transferrable unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Notes will constitute debt for U.S. federal income tax purposes.. [SIGNATURE PAGE FOLLOWS]

Additional Requirements for Registration of and Limitations on Transfer and Exchange of Notes. (a) All Transfers will be subject to the transfer restrictions set forth on the Notes. (b) No Transfer (or purported Transfer) of a Class M Note, Class B Note, Class C Note or Class D Note (or economic interest therein) shall be made by WFN, the Transferor or any person which is considered the same person as WFN or the Transferor for U.S. Federal income tax purposes (except to a person which is considered the same person as WFN for such purposes) and any such Transfer (or purported Transfer) of such Notes shall be void ab initio unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Notes will constitute debt for U.S. federal income tax purposes; provided that any such 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 Note shall not be further transferrable unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Notes will constitute debt for U.S. federal income tax purposes.

Additional Requirements for Registration of and Limitations on Transfer and Exchange of Notes. (a) All Transfers will be subject to the transfer restrictions set forth on the Notes. (b) No Transfer (or purported Transfer) of a Class M Note, Class B Note, Class C Note or Class D Note (or economic interest therein) shall be made by WFN, the Transferor or any person which is considered the same person as WFN or the Transferor for U.S. Federal income tax purposes (except to a person which is considered the same person as WFN for such purposes) and any such Transfer (or purported Transfer) of such Notes shall be void ab initio unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Notes will constitute debt for U.S. federal income tax purposes; provided that any such 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 Note shall not be further transferrable unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Notes will constitute debt for U.S. federal income tax purposes.

Additional Requirements for Registration of and Limitations on Transfer and Exchange of Notes. (a) All Transfers will be subject to the transfer restrictions set forth on the Notes. (b) [No Transfer (or purported Transfer) of a Class M Note, Class B Note, Class C Note or Class D [•] Note (or economic interest therein) shall be made by WFNComenity Bank, the Transferor or any person which is considered the same person as WFN Comenity Bank or the Transferor for U.S. Federal income tax purposes (except to a person which is considered the same person as WFN Comenity Bank for such purposes) and any such Transfer (or purported Transfer) of such Notes shall be void ab initio unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Notes will constitute debt for U.S. federal income tax purposes; provided that any such 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 Note shall not be further transferrable unless an Opinion of Counsel is first delivered to the Indenture Trustee to the effect that such Notes will constitute debt for U.S. federal income tax purposes.] [To be inserted for any Class that has not received an Opinion of Counsel to the effect that such Notes will constitute debt for U.S. federal income tax purposes]