Common use of Limitations on Transfer of the Class B-2 Notes Clause in Contracts

Limitations on Transfer of the Class B-2 Notes. The Class B-2 Notes have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Class B-2 Definitive Note or exchange of a Class B-2 Definitive Note for a Class B-2 Book-Entry Note (or vice versa) shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer of Class B-2 Note in Definitive Note form is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the prospective transferee shall (A) in the event that the transfer is made in reliance upon Rule 144A under the Securities Act, the Indenture Trustee shall require that the transferor deliver a certification substantially in the form of Exhibit B-1 hereto, or (B) in the event that the transfer is made to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a "qualified institutional buyer," the Indenture Trustee shall require that the transferee deliver a certification substantially in the form of Exhibit B-2 hereto. In the event of a transfer of a Class B-2 Note pursuant to clause (A) or (B) in the immediately preceding sentence, the Indenture Trustee shall require that the transferee deliver a certification substantially in the form of Exhibit B-3 hereto.

Limitations on Transfer of the Class B-2 Notes. The Class B-2 Notes have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Class B-2 Definitive Note or exchange of a Class B-2 Definitive Note for a Class B-2 Book-Entry Note (or vice versa) shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer of a Class B-2 Note in Definitive Note form is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the prospective transferee shall (A) in the event that the transfer is made in reliance upon Rule 144A under the Securities Act, the Indenture Trustee shall require that the transferor deliver a certification substantially in the form of Exhibit B-1 hereto, or (B) in the event that the transfer is made to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a "qualified institutional buyer," the Indenture Trustee shall require that the transferee deliver a certification substantially in the form of Exhibit B-2 hereto. In the event of a transfer of a Class B-2 Note pursuant to clause (A) or (B) in the immediately preceding sentence, the Indenture Trustee shall require that the transferee deliver a certification substantially in the form of Exhibit B-3 hereto.