Common use of Limitation on Transfer and Exchange Clause in Contracts

Limitation on Transfer and Exchange. (a) The Notes have not been registered or qualified under the Securities Act of 1933 (the "1933 Act") or the securities laws of any state. 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 of a Note is to be made, such Noteholder's prospective transferee shall deliver or shall have previously delivered to the Indenture Trustee an investment and assumption letter, substantially in the form of Exhibit B attached hereto (the "Investment Letter"), or, if the Accumulation --------- Period is terminated, in lieu of an Investment Letter, such transferee may deliver an opinion of counsel (which can be either outside counsel or in-house counsel) that the transfer is exempt from the 1933 Act. Neither the Issuer nor the Indenture Trustee is obligated to register or qualify the Notes under the 1933 Act or any other securities law. Any such Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee (which shall include its officers, directors, employees and agents) and the Issuer against any liability, cost or expense (including attorneys' fees and expenses) that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Such indemnification shall not require the posting of a bond.

Limitation on Transfer and Exchange. (a) The Notes have will not been be registered or qualified under the Securities Act of 1933 (the "1933 Act") or the securities laws of any stateState. No transfer of any Note shall be made unless that transfer offer 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 of a Note is to be mademade without registration or qualification, such Noteholder's prospective transferee shall either (i) deliver or shall have previously delivered to the Indenture Trustee an investment and assumption letter, letter substantially in the form of set forth on Exhibit B attached hereto A hereto, or other applicable document (the "Investment Letter"), or, if ) or (ii) deliver to the Accumulation --------- Period is terminated, in lieu of an Investment Letter, such transferee may deliver Indenture Trustee an opinion of counsel (which can be either outside counsel or in-house counsel) that the transfer is exempt from the 1933 Act. Neither the Issuer nor the Indenture Trustee is obligated to register or qualify the Notes under the 1933 Act or any other securities law. Any such Noteholder Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee (which shall include its officersTrustee, directors, employees and agents) the Bond Insurer and the Issuer against any liability, cost or expense (including attorneys' fees and expensesfees) that may result if the transfer is not so exempt or is not made in accordance with such federal and state State laws. Such indemnification The Indenture Trustee shall not require have no liability to the posting Trust Estate or any Noteholder arising from a transfer of any such Note in reliance upon a bondcertification described in this Section 3.05.

Limitation on Transfer and Exchange. (a) The Notes have not been registered or qualified under the Securities Act of 1933 (the "1933 Act"A1933 Act@) or the securities laws of any state. 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 of a Note is to be made, such Noteholder's prospective transferee shall deliver or shall have previously delivered to the Indenture Trustee (i) an investment and assumption letter, letter substantially in the form of set forth on Exhibit B attached hereto to the Original Indenture (the "Investment Letter"AInvestment Letter@), or, if (ii) such other applicable document together with an opinion of counsel to the Accumulation --------- Period effect that such document is terminated, in lieu of an Investment Letter, such transferee may deliver proper form or (iii) an opinion of counsel (which can be either outside counsel or in-house counsel) that the transfer is exempt from the 1933 Act. Neither the Issuer nor the Indenture Trustee is obligated to register or qualify the Notes under the 1933 Act or any other securities law. Any such Noteholder Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee (which shall include its officers, directors, employees and agents) and the Issuer against any liability, cost or expense (including attorneys' fees and expenses) that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Such indemnification The Indenture Trustee shall not require have no liability to the posting Trust Estate or any Noteholder arising from a transfer of any such Note in reliance upon a bondcertification described in this Section 2.07.