Legending of Notes. (a) Unless otherwise provided for in a Supplement and except as permitted by the following sentence, each Note (other than any Variable Funding Note) shall bear a legend in substantially the following form: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF AESOP FUNDING II L.L.C. (THE "COMPANY") THAT THIS NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON (AS SUCH TERM IS DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT OR (4) IN A TRANSACTION COMPLYING WITH OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT IN THE CASE OF THIS CLAUSE (4) TO RECEIPT OF SUCH CERTIFICATES AND OTHER DOCUMENTS AS THE TRUSTEE MAY REQUIRE UNDER THE INDENTURE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE. Upon any transfer, exchange or replacement of Notes bearing such legend, or if a request is made to remove such legend on a Note, the Notes so issued shall bear such legend, or such legend shall not be removed, as the case may be, unless there is delivered to AFC-II and the Trustee or the Luxembourg Agent, if the Notes are listed on the Luxembourg Exchange, such satisfactory evidence, which may include an opinion of counsel, as may be reasonably required by AFC-II that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S. Upon provision of such satisfactory evidence, the Trustee, at the direction of AFC-II, shall authenticate and deliver a Note that does not bear such legend.
Legending of Notes. Except as permitted by the last two sentences of this Section 2.9, each Note shall bear the legends set forth in Exhibit A for each form of Note in substantially the form set forth therein. Upon any transfer, exchange or replacement of Notes bearing such legend, or if a request is made to remove such legend on a Note, the Notes so issued shall bear such legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Issuer and the Indenture Trustee such satisfactory evidence, which may include an Opinion of Counsel, that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A under the Securities Act, or another available exemption under the Securities Act. Upon provision of such satisfactory evidence, the Indenture Trustee upon receipt of an Issuer Order shall authenticate and deliver a Note that does not bear such legend.
Legending of Notes. (a) The Restricted Global Series 2007-1 Note, the Temporary Global Series 2007-1 Note and the Permanent Global Series 2007-1 Note shall bear the following legends to the extent indicated:
Legending of Notes. 21 2.11. Replacement Notes............................................................................. 21 2.12.
Legending of Notes. Each Note shall bear a legend in substantially the form set forth in the related Series Supplement, if any.
Legending of Notes. 29 Section 2.11. Replacement Notes........................... 30 Section 2.12. Treasury Notes.............................. 32 Section 2.13. Temporary Notes............................. 32 Section 2.14. Cancellation................................ 33 Section 2.15. Principal and Interest...................... 33 Section 2.16. Book-Entry Notes............................ 34 Section 2.17. Notices to Clearing Agency.................. 37 Section 2.18. Definitive Notes............................ 37 Section 2.19. Tax Treatment............................... 40
Legending of Notes. 31 Section 2.10. Replacement Notes. 31 Section 2.11. Notes Owned by Issuer. 32 Section 2.12. Temporary Notes. 32 Section 2.13. Cancellation. 33 Section 2.14. Payment of Principal and Interest. 33 Section 2.15. Calculation of Interest. 34 Section 2.16. Book-Entry Notes. 39 Section 2.17. Notices to Clearing Agency. 41 Section 2.18. Definitive Notes. 41 Section 2.19. CUSIP Numbers. 42 Section 2.20. Certain Tax Matters. 42 ARTICLE III. SECURITY 44 Section 3.1. Security Interest. 44 Section 3.2. Stamp, Other Similar Taxes and Filing Fees. 44 Section 3.3. Release of Collateral. 44
Legending of Notes. 21 2.11. Replacement Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 2.12.
Legending of Notes. 19 SECTION 2.15. Conditions to Issuance of Notes........................ 20 SECTION 2.16. Custody of the Receivable Files........................ 21
Legending of Notes. ..8 Section 1.08. Provision of Information to Prospective Purchasers of the Notes; Rule 144A Matters...............................................................9 Section 1.09. Cancellation...........................................................................9 Section 1.10. Book-Entry Notes.......................................................................9 Section 1.11. Notices to Clearing Agency............................................................10 Section 1.12.
