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

Limitations on Transfer of the Notes. The 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 Note 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 said Act and such state securities laws. In the event that a transfer 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 Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Indenture Trustee and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which opinion of counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Note 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. If an election is made to hold a Note in book-entry form, the Note shall be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar and the Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iii) the rights of Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;

Limitations on Transfer of the Notes. The Notes have not been and will not be registered under the Securities Act and will not be listed on any exchange. (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”) 00-00, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 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 pursuant to an effective 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 statement 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 Securities Act 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 applicable state securities laws or is exempt from the registration requirements under said Act and such state securities lawsother offering document. In the event that a transfer Note is transferred to be made in reliance upon an exemption from a Person that does not meet the Securities Act and state securities lawsrequirements of this Section 2.03, in order to assure compliance with the Securities Act and such laws, the Holder desiring to effect such transfer shall be of no force and effect, shall be void ab initio, and shall not operate to transfer any rights to such Holder's prospective transferee shall each certify Person, notwithstanding any instructions to the Indenture Trustee and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of a transfer as contrary to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which opinion of counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Note desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner TrusteeDepositor, the Indenture Trustee or any intermediary; and the Depositor against Indenture Trustee shall not make any liability 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 may result if the 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 so exempt or is not made in accordance with federal this Section 2.03 shall be null and state securities laws. If an election is made void and shall not be given effect for any purpose hereunder. (d) The Indenture Trustee will not have the ability to hold a Note monitor transfers of the Notes while they are in book-entry form, the Note shall be registered form and will have liability for transfers of Book-Entry Notes in the name violation of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar and the Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder any of the Notes, and shall have no obligation to the Note Owners; (ii) to the extent that the provisions of transfer restrictions described in this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iii) the rights of Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;2.03.

Limitations on Transfer of the Notes. (a) The 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 Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any all applicable state securities laws or is exempt from the registration requirements under said the Securities Act and such state securities laws. In the event that a transfer 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 Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Indenture Trustee and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, any transfer of a Note shall be made (A) in reliance on Rule 144A under the Securities Act, in which opinion of counsel shall not be an expense of the Trustcase, the Owner Trustee or the Indenture Trustee (unless it is shall require that the transferor deliver a certification substantially in the form of Exhibit B-1 hereto and that the transferee from whom such opinion is deliver a certification substantially in the form of Exhibit B-3 hereto, or (B) to be obtainedan institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Regulation D under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Holder of that is not a Note desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trustee, “qualified institutional buyer,” in which case the Indenture Trustee shall require that the transferee deliver a certification substantially in the form of Exhibit B-2 hereto. The Indenture Trustee shall not make any transfer or re-registration of the Notes if after such transfer or re-registration, there would be more than five (5) Noteholders. Each Noteholder shall, by its acceptance of a Note, be deemed to have represented and warranted that the Depositor against any liability that may result if number of ICA Owners with respect to all of its Notes shall not exceed four (4). (b) The Note Registrar shall not register the transfer is not so exempt or is not made in accordance with federal and state securities laws. If an election is made of any Note unless the Indenture Trustee has received a certificate from the transferee to hold a Note in book-entry form, the Note shall be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: effect that either (i) the Note Registrar and the Trustee will be entitled transferee is not an employee benefit plan or other retirement plan or arrangement subject to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Title I of the NotesEmployee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (each, a “Plan”), and shall have no obligation to is not acting on behalf of or investing the Note Owners; assets of a Plan or (ii) to if the extent that transferee is a Plan or is acting on behalf of or investing the provisions assets of this Section conflict with any other provisions of this Indenturea Plan, the provisions conditions for exemptive relief under at least one of this Section shall control; the following prohibited transaction class exemptions have been satisfied: Prohibited Transaction Class Exemption (iii“PTCE”) the rights of Note Owners will be exercised only through the Clearing Agency 96-23 (relating to transactions effected by an “in-house asset manager”), PXXX 00-00 (relating to transactions involving insurance company general accounts), PTCE 91-38 (relating to transactions involving bank collective investment funds), PXXX 00-0 (relating to transactions involving insurance company pooled separate accounts) and will be limited PTCE 84-14 (relating to those established transactions effected by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;a “qualified professional asset manager”).

Limitations on Transfer of the Notes. (a) The 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 Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any all applicable state securities laws or is exempt from the registration requirements under said the Securities Act and such state securities laws. In the event that a transfer 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 state securities laws, any transfer of a Note shall be made (A) in reliance on Rule 144A under the Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to Securities Act, in which case, the Indenture Trustee and shall require that the Issuer in writing the facts surrounding the transfer in transferor deliver a certification substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case form of Exhibit B-1 hereto and that the transferee deliver a transfer as certification substantially in the form of Exhibit B-3 hereto, or (B) to which an institutional "accredited investor" within the proposed transferee has confirmed meaning of Rule 501(a)(l), (2), (3) or (7) of Regulation D under the Securities Act that it is not a "qualified institutional buyer," as provided in Section 2(b) of the Investment Letter, there shall also be delivered to which case the Indenture Trustee an opinion shall require that the transferee deliver a certification substantially in the form of counsel that Exhibit B-2 hereto. The Indenture Trustee shall not make any transfer or re-registration of the Notes if after such transfer may or re-registration, there would be made pursuant more than five Noteholders. Each Noteholder shall, by its acceptance of a Note, be deemed to an exemption from have represented and warranted that the Securities Act and state securities laws, which opinion number of counsel ICA Owners with respect to all of its Notes shall not be an expense exceed four. (b) The Note Registrar shall not register the transfer of the Trust, the Owner Trustee or any Note unless the Indenture Trustee (unless it is has received a certificate from the transferee from whom such opinion to the effect that either (1) the transferee is not an employee benefit plan or other retirement plan or arrangement subject to be obtained) or Title I of the Depositor Employee Retirement Income Security Act of 1974, as amended, or NAL; provided that such opinion of counsel in respect Section 4975 of the applicable state securities laws may be Internal Revenue Code of 1986, as amended (each, a memorandum of law rather than an opinion if such counsel "Plan"), and is not licensed in acting on behalf of or investing the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder assets of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Note 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 Plan or is not made in accordance with federal and state securities laws. If an election is made to hold a Note in book-entry form, the Note shall be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar and the Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ii) to if the extent that transferee is a Plan or is acting on behalf of or investing the provisions assets of this Section conflict with any other provisions of this Indenturea Plan, the provisions conditions for exemptive relief under at least one of this Section shall control; the following prohibited transaction class exemptions have been satisfied: Prohibited Transaction Class Exemption (iii"PTCE") the rights of Note Owners will be exercised only through the Clearing Agency 96-23 (relating to transactions effected by an "in-house asset manager"), PTCE 95-60 (relating to transactions involving insurance company general accounts), PTCE 91-38 (relating to transactions involving bank collective investment funds), XXXX 00-0 (relating to transactions involving insurance company pooled separate accounts) and will be limited PTCE 84-14 (relating to those established transactions effected by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;a "qualified professional asset manager").

Limitations on Transfer of the Notes. The 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 Note 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 said Act and such state securities laws. In the event that a transfer 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 Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Indenture Trustee and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which opinion of counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Note 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. If an election is made to hold a Note in book-entry form, the Note shall be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar and the Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iii) the rights of Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement; (iv) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Trustee; and (v) without the consent of the Issuer and the Trustee, no such Note may be transferred by the Depository except to a successor Depository that agrees to hold such Note for the account of the Owners or except upon the election of the Owner thereof or a subsequent transferee to hold such Note in physical form. Neither the Trustee nor the Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Note an interest in which is transferable through the facilities of the Depository. If (i) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes held in book-entry form and the Administrator is unable to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Notes held in book-entry form by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of definitive Notes, the Indenture Trustee shall recognize the Holders of the definitive Notes as Noteholders. The Issuer shall cause each Note to contain a legend stating that transfer of the Notes is subject to certain restrictions and referring prospective purchasers of the Notes to this Section 2.4 with respect to such restrictions.

Limitations on Transfer of the Notes. The Notes have not been and will not be registered under the Securities Act and will not be listed on any exchange. No (a) Any transfer of a Note shall be made unless such transfer is made pursuant to an effective registration statement under in accordance with the Securities Act and the Investment Company Act. Each prospective purchaser (other than the Initial Purchaser) and any subsequent transferee of a Note other than the Depositor or an affiliate of the Depositor (each, a "Prospective Owner") shall represent and warrant in writing, to the Indenture Trustee and the Note Registrar and any of their respective successors that: (i) Such Person is duly authorized to purchase the Notes and its purchase of investments having the characteristics of the 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 state securities laws or to the investor. (ii) Such Person understands that each holder of a Note, by virtue of its acceptance thereof, assents to the terms, provisions and conditions of the Indenture. (b) Each Prospective Owner of a Note (other than an Initial Purchaser) shall represent and warrant in writing, to the Indenture Trustee and the Note Registrar and any of their respective successors that: (i) Such Person is exempt a Qualified Purchaser and either (A) a QIB 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) of Regulation D under said Act the Securities Act. (ii) It understands that such Notes have not been registered under the Securities Act, and the Trust has not been registered under the Investment Company Act, and that, if in the future it decides to offer, resell, pledge or otherwise transfer such state securities lawsNotes, 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) to a Qualified Purchaser, and (C) 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, which 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 (D) to an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act, which 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 the Indenture. In the event that a transfer of a Note is to be made in reliance upon an exemption from the Securities Act, Investment Company Act and or state securities laws, in order to assure compliance with the Securities Act, the Investment Company Act and such laws, the Holder desiring to effect such transfer prospective transferor and such Holder's prospective transferee shall each certify to the Indenture Trustee and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") D or Exhibit E and Exhibit D (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which opinion of counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or F. The Servicer on behalf of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder Holder, information regarding the Notes and the Receivables Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) and Section 3(c)(7) of the Investment Company Act for transfer of any such Note without registration thereof under the Securities Act or the Investment Company Act pursuant to the registration exemption provided by Rule 144A. thereunder. Each Holder of a Note 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. If an election is made to hold a Note in book-entry form, the Each Note shall be registered contain a legend substantially similar to the applicable legend provided in Exhibit A stating that transfer of such Notes is subject to certain restrictions and referring prospective purchasers of the name of a nominee designated by the Clearing Agency (and may be aggregated as Notes to denominations this Section 2.12 with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar and the Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iii) the rights of Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;restrictions.

Limitations on Transfer of the Notes. The 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 Note 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 said Act and such state securities laws. In the event that a transfer 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 Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Indenture Trustee and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which opinion of counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Note 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. If an election is made to hold a Note in book-entry form, the Note shall be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar and the Indenture Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iii) the rights of Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;

Limitations on Transfer of the Notes. (a) The 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 Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any all applicable state securities laws or is exempt from the registration requirements under said the Securities Act and such state securities laws. In the event that a transfer 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 Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Indenture Trustee and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, any transfer of a Note shall be made (A) in reliance on Rule 144A under the Securities Act, in which opinion of counsel shall not be an expense of the Trustcase, the Owner Trustee or the Indenture Trustee (unless it is shall require that the transferor deliver a certification substantially in the form of Exhibit B-1 hereto and that the transferee from whom such opinion is deliver a certification substantially in the form of Exhibit B-3 hereto, or (B) to be obtainedan institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Regulation D under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Holder of that is not a Note desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trustee, “qualified institutional buyer,” in which case the Indenture Trustee shall require that the transferee deliver a certification substantially in the form of Exhibit B-2 hereto. The Indenture Trustee shall not make any transfer or re-registration of the Notes if after such transfer or re-registration, there would be more than five Noteholders. Each Noteholder shall, by its acceptance of a Note, be deemed to have represented and warranted that the Depositor against any liability that may result if number of ICA Owners with respect to all of its Notes shall not exceed four. (b) The Note Registrar shall not register the transfer is not so exempt or is not made in accordance with federal and state securities laws. If an election is made of any Note unless the Indenture Trustee has received a certificate from the transferee to hold a Note in book-entry form, the Note shall be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: effect that either (i) the Note Registrar and the Trustee will be entitled transferee is not an employee benefit plan or other retirement plan or arrangement subject to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Title I of the NotesEmployee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (each, a “Plan”), and shall have no obligation to is not acting on behalf of or investing the Note Owners; assets of a Plan or (ii) to if the extent transferee is a Plan or is acting on behalf of or investing the assets of a Plan, either that no prohibited transaction within the meaning of Section 406(a) of ERISA or Section 4975 of the Code would occur upon the transfer of the Note or that the provisions of this Section conflict with any other provisions of this Indentureconditions for exemptive relief under a prohibited transaction exemption has been satisfied, the provisions of this Section shall control; including, but not limited to: Prohibited Transaction Class Exemption (iii“PTCE”) the rights of Note Owners will be exercised only through the Clearing Agency 96-23 (relating to transactions effected by an “in-house asset manager”), PTCE 95-60 (relating to transactions involving insurance company general accounts), PTCE 91-38 (relating to transactions involving bank collective investment funds), PTCE 90-1 (relating to transactions involving insurance company pooled separate accounts) and will be limited PTCE 84-14 (relating to those established transactions effected by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;a “qualified professional asset manager”).

Limitations on Transfer of the Notes. (a) The 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 Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any all applicable state securities laws or is exempt from the registration requirements under said the Securities Act and such state securities laws. In the event that a transfer 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 Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Indenture Trustee and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, any transfer of a Note shall be made (A) in reliance on Rule 144A under the Securities Act, in which opinion of counsel shall not be an expense of the Trustcase, the Owner Trustee or the Indenture Trustee (unless it is shall require that the transferor deliver a certification substantially in the form of Exhibit B-1 hereto and that the transferee from whom such opinion is deliver a certification substantially in the form of Exhibit B-3 hereto, or (B) to be obtainedan institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Regulation D under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Holder of that is not a Note desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trustee, “qualified institutional buyer,” in which case the Indenture Trustee shall require that the transferee deliver a certification substantially in the form of Exhibit B-2 hereto. The Indenture Trustee shall not make any transfer or re-registration of the Notes if after such transfer or re-registration, there would be more than five Noteholders. Each Noteholder shall, by its acceptance of a Note, be deemed to have represented and warranted that the Depositor against any liability that may result if number of ICA Owners with respect to all of its Notes shall not exceed four. (b) The Note Registrar shall not register the transfer is not so exempt or is not made in accordance with federal and state securities laws. If an election is made of any Note unless the Indenture Trustee has received a certificate from the transferee to hold a Note in book-entry form, the Note shall be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: effect that either (i) the Note Registrar and the Trustee will be entitled transferee is not an employee benefit plan or other retirement plan or arrangement subject to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Title I of the NotesEmployee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (each, a “Plan”), and shall have no obligation to is not acting on behalf of or investing the Note Owners; assets of a Plan or (ii) to if the extent that transferee is a Plan or is acting on behalf of or investing the provisions assets of this Section conflict with any other provisions of this Indenturea Plan, the provisions conditions for exemptive relief under at least one of this Section shall control; the following prohibited transaction class exemptions have been satisfied: Prohibited Transaction Class Exemption (iii“PTCE”) the rights of Note Owners will be exercised only through the Clearing Agency 96-23 (relating to transactions effected by an “in-house asset manager”), PXXX 00-00 (relating to transactions involving insurance company general accounts),PTCE 91-38 (relating to transactions involving bank collective investment funds), PXXX 00-0 (relating to transactions involving insurance company pooled separate accounts) and will be limited PTCE 84-14 (relating to those established transactions effected by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;a “qualified professional asset manager”).

Limitations on Transfer of the Notes. The 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 Note 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 said Act and such state securities laws. In the event that a transfer 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 Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Indenture Trustee and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which opinion of counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Note 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. If an election is made to hold a Note in book-entry form, the Note shall be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar and the Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iii) the rights of Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;.

Limitations on Transfer of the Notes. (a) The 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 Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any all applicable state securities laws or is exempt from the registration requirements under said the Securities Act and such state securities laws. In the event that a transfer 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 state securities laws, any transfer of a Note shall be made (A) in reliance on Rule 144A under the Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to Securities Act, in which case, the Indenture Trustee and shall require that the Issuer in writing the facts surrounding the transfer in transferor deliver a certification substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case form of Exhibit B-1 hereto and that the transferee deliver a transfer as certification substantially in the form of Exhibit B-3 hereto, or (B) to which an institutional "accredited investor" within the proposed transferee has confirmed meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that it is not a "qualified institutional buyer," as provided in Section 2(b) of the Investment Letter, there shall also be delivered to which case the Indenture Trustee an opinion shall require that the transferee deliver a certification substantially in the form of counsel that Exhibit B-2 hereto. The Indenture Trustee shall not make any transfer or re-registration of the Notes if after such transfer may or re-registration, there would be made pursuant more than five Noteholders. Each Noteholder shall, by its acceptance of a Note, be deemed to an exemption from have represented and warranted that the Securities Act and state securities laws, which opinion number of counsel ICA Owners with respect to all of its Notes shall not be an expense exceed four. (b) The Note Registrar shall not register the transfer of the Trust, the Owner Trustee or any Note unless the Indenture Trustee (unless it is has received a certificate from the transferee from whom such opinion is to be obtained) or of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Note 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. If an election is made to hold a Note in book-entry form, the Note shall be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: either (i) the Note Registrar and the Trustee will be entitled transferee is not an employee benefit plan or other retirement plan or arrangement subject to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Title I of the NotesEmployee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (each, a "Plan"), and shall have no obligation to is not acting on behalf of or investing the Note Owners; assets of a Plan or (ii) to if the extent transferee is a Plan or is acting on behalf of or investing the assets of a Plan, either that no prohibited transaction within the meaning of Section 406(a) of ERISA or Section 4975 of the Code would occur upon the transfer of the Note or that the provisions of this Section conflict with any other provisions of this Indentureconditions for exemptive relief under a prohibited transaction exemption has been satisfied, the provisions of this Section shall control; including, but not limited to, Prohibited Transaction Class Exemption (iii"PTCE") the rights of Note Owners will be exercised only through the Clearing Agency 96-23 (relating to transactions effected by an "in-house asset manager"), PTCE 95-60 (relating to transactions involving insurance company general accounts), PTCE 91-38 (relating to transactions involving bank collective investment funds), PTCE 90-1 (relating to transactions involving insurance company poolxx xxxxxxte accounts) and will be limited PTCE 84-14 (relating to those established transactions effected by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;a "qualified professional asset manager").

Limitations on Transfer of the Notes. The 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 Xxxxxx 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 and will not be 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 will not be listed on with a view to, or for offer or sale in connection with, any exchange. 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 C hereto), to the effect that such transferee (i) is not acquiring such note for, or 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, 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 Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or 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 pursuant to an effective 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). 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 statement of transfer of any Note that is in fact not permitted by this Section 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 Securities Act provisions of this 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 applicable state securities laws liability for transfers of Book-Entry Notes or is exempt from any interests therein made in violation of the registration requirements under said Act restrictions on transfer described in the Prospectus and such state securities lawsthis Agreement. In the event that a transfer Note is transferred to be made in reliance upon an exemption from a Person that does not meet the Securities Act and state securities lawsrequirements of this Section 2.03, in order to assure compliance with the Securities Act and such laws, the Holder desiring to effect such transfer shall be of no force and effect, shall be void ab initio, and shall not operate to transfer any rights to such Holder's prospective transferee shall each certify Person, notwithstanding any instructions to the contrary to the Issuer, the Indenture Trustee or any intermediary; and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which opinion of counsel shall not be an expense make any payments on such Note for as long as such Person is the Holder of the Trust, the Owner Trustee or the such Note. The Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or on behalf of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to 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 Notes Class B or Class P Notes, as applicable, and the Receivables 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 lawslaws and any other restrictions specified in this Section 2.03. If an election is made to hold Each holder of a Class B Note in bookthe form of a Book-entry form, the Entry Note shall be registered 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 Notes is subject to certain restrictions as set forth herein. (d) 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. (e) Notwithstanding anything to the contrary contained herein, except in the name case of the initial transfer of the Class B and Class P Notes by Xxxxxx 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 nominee designated by High-Yield Note, other than the Clearing Agency (Initial Transferee, shall be deemed to have represented and may be aggregated as warranted to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: (i) 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 will 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 entitled deemed to deal 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 Clearing Agency for all purposes provisions of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) Indenture, so long as the sole holder 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 Notesregistration 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 have no obligation not operate to transfer any rights to such Person, notwithstanding any instructions to the Note Owners; (ii) contrary to the extent that 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 conflict with 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 provisions of this Indenture, 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 shall control;2.03(f). (iiif) 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 rights ability to monitor transfers of Note Owners will be exercised only through the Clearing Agency Notes while they are in book-entry form and will be limited to those established by law and agreements between such Note Owners and have no liability for transfers of Book-Entry Notes in violation of any of the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;transfer restrictions described in this Section 2.03.

Limitations on Transfer of the Notes. The (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 Lxxxxx 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 and will not be 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 will not be listed on with a view to, or for offer or sale in connection with, any exchange. 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 C hereto), to the effect that such transferee (i) is not acquiring such note for, or 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, 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 Prohibited Transaction Class Exemption (“PTCE”) 80-00, XXXX 00-0, XXXX 91-38, PXXX 00-00, XXXX 96-23 or 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 pursuant to an effective 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). 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 statement of transfer of any Note that is in fact not permitted by this Section 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 Securities Act provisions of this 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 applicable state securities laws liability for transfers of Book-Entry Notes or is exempt from any interests therein made in violation of the registration requirements under said Act restrictions on transfer described in the Prospectus and such state securities lawsthis Agreement. In the event that a transfer Note is transferred to be made in reliance upon an exemption from a Person that does not meet the Securities Act and state securities lawsrequirements of this Section 2.03, in order to assure compliance with the Securities Act and such laws, the Holder desiring to effect such transfer shall be of no force and effect, shall be void ab initio, and shall not operate to transfer any rights to such Holder's prospective transferee shall each certify Person, notwithstanding any instructions to the contrary to the Issuer, the Indenture Trustee or any intermediary; and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which opinion of counsel shall not be an expense make any payments on such Note for as long as such Person is the Holder of the Trust, the Owner Trustee or the such Note. The Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or on behalf of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to 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 Notes Class B or Class P Notes, as applicable, and the Receivables 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 lawslaws and any other restrictions specified in this Section 2.03. If an election is made to hold Each holder of a Class B Note in bookthe form of a Book-entry form, the Entry Note shall be registered 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 Notes is subject to certain restrictions as set forth herein. (e) 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. (f) Notwithstanding anything to the contrary contained herein, except in the name case of the initial transfer of the Class B and Class P Notes by Lxxxxx 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 nominee designated by High-Yield Note, other than the Clearing Agency (Initial Transferee, shall be deemed to have represented and may be aggregated as warranted to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: (i) 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 will 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 entitled deemed to deal 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 Clearing Agency for all purposes provisions of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) Indenture, so long as the sole holder 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 Notesregistration 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 have no obligation not operate to transfer any rights to such Person, notwithstanding any instructions to the Note Owners; (ii) contrary to the extent that 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 conflict with 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 provisions of this Indenture, 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 shall control;2.03(f). (iiig) 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 rights ability to monitor transfers of Note Owners will be exercised only through the Clearing Agency Notes while they are in book-entry form and will be limited to those established by law and agreements between such Note Owners and have no liability for transfers of Book-Entry Notes in violation of any of the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;transfer restrictions described in this Section 2.03.

Limitations on Transfer of the Notes. (a) The 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 Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any all applicable state securities laws or is exempt from the registration requirements under said the Securities Act and such state securities laws. In the event that a transfer 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 Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Indenture Trustee and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, any transfer of a Note shall be made (A) in reliance on Rule 144A under the Securities Act, in which opinion of counsel shall not be an expense of the Trustcase, the Owner Trustee or the Indenture Trustee (unless it is shall require that the transferor deliver a certification substantially in the form of Exhibit B-1 hereto and that the transferee from whom such opinion is deliver a certification substantially in the form of Exhibit B-3 hereto, or (B) to be obtainedan institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Regulation D under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Holder of that is not a Note desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trustee, “qualified institutional buyer,” in which case the Indenture Trustee shall require that the transferee deliver a certification substantially in the form of Exhibit B-2 hereto. The Indenture Trustee shall not make any transfer or re-registration of the Notes if after such transfer or re-registration, there would be more than five Noteholders. Each Noteholder shall, by its acceptance of a Note, be deemed to have represented and warranted that the Depositor against any liability that may result if number of ICA Owners with respect to all of its Notes shall not exceed four. (b) The Note Registrar shall not register the transfer is not so exempt or is not made in accordance with federal and state securities laws. If an election is made of any Note unless the Indenture Trustee has received a certificate from the transferee to hold a Note in book-entry form, the Note shall be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: effect that either (i) the Note Registrar and the Trustee will be entitled transferee is not an employee benefit plan or other retirement plan or arrangement subject to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Title I of the NotesEmployee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (each, a “Plan”), and shall have no obligation to is not acting on behalf of or investing the Note Owners; assets of a Plan or (ii) to if the extent transferee is a Plan or is acting on behalf of or investing the assets of a Plan, either that no prohibited transaction within the meaning of Section 406(a) of ERISA or Section 4975 of the Code would occur upon the transfer of the Note or that the provisions of this Section conflict with any other provisions of this Indentureconditions for exemptive relief under a prohibited transaction exemption has been satisfied, the provisions of this Section shall control; including, but not limited to, Prohibited Transaction Class Exemption (iii“PTCE”) the rights of Note Owners will be exercised only through the Clearing Agency 96-23 (relating to transactions effected by an “in-house asset manager”), PXXX 00-00 (relating to transactions involving insurance company general accounts), PTCE 91-38 (relating to transactions involving bank collective investment funds), PXXX 00-0 (relating to transactions involving insurance company pooled separate accounts) and will be limited PTCE 84-14 (relating to those established transactions effected by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;a “qualified professional asset manager”).

Limitations on Transfer of the Notes. (a) The 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 Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any all applicable state securities laws or is exempt from the registration requirements under said the Securities Act and such state securities laws. In the event that a transfer 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 state securities laws, any transfer of a Note shall be made (A) in reliance on Rule 144A under the Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to Securities Act, in which case, the Indenture Trustee and shall require that the Issuer in writing the facts surrounding the transfer in transferor deliver a certification substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case form of Exhibit B-1 hereto and that the transferee deliver a transfer as certification substantially in the form of Exhibit B-3 hereto, or (B) to which an institutional "accredited investor" within the proposed transferee has confirmed meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that it is not a "qualified institutional buyer," as provided in Section 2(b) of the Investment Letter, there shall also be delivered to which case the Indenture Trustee an opinion shall require that the transferee deliver a certification substantially in the form of counsel that Exhibit B-2 hereto. The Indenture Trustee shall not make any transfer or re-registration of the Notes if after such transfer may or re-registration, there would be made pursuant more than five Noteholders. Each Noteholder shall, by its acceptance of a Note, be deemed to an exemption from have represented and warranted that the Securities Act and state securities laws, which opinion number of counsel ICA Owners with respect to all of its Notes shall not be an expense exceed four. (b) The Note Registrar shall not register the transfer of the Trust, the Owner Trustee or any Note unless the Indenture Trustee (unless it is has received a certificate from the transferee from whom such opinion is to be obtained) or of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Note 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. If an election is made to hold a Note in book-entry form, the Note shall be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: either (i) the Note Registrar and the Trustee will be entitled transferee is not an employee benefit plan or other retirement plan or arrangement subject to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Title I of the NotesEmployee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (each, a "Plan"), and shall have no obligation to is not acting on behalf of or investing the Note Owners; assets of a Plan or (ii) to if the extent transferee is a Plan or is acting on behalf of or investing the assets of a Plan, either that no prohibited transaction within the meaning of Section 406(a) of ERISA or Section 4975 of the Code would occur upon the transfer of the Note or that the provisions of this Section conflict with any other provisions of this Indentureconditions for exemptive relief under a prohibited transaction exemption has been satisfied, the provisions of this Section shall control; including, but not limited to, Prohibited Transaction Class Exemption (iii"PTCE") the rights of Note Owners will be exercised only through the Clearing Agency 96-23 (relating to transactions effected by an "in-house asset manager"), PTCE 95-60 (relating to transactions involving insurance company general accounts), PTCE 91-38 (relating to transactions involving bank collective investment funds), PTCE 90-1 (relating to transactions involving insurance company poolex xxxxxxxe accounts) and will be limited PTCE 84-14 (relating to those established transactions effected by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;a "qualified professional asset manager").

Limitations on Transfer of the Notes. The Notes have not been and will not be registered under (a) Prior to the Securities Act and will not be listed on Registration Date, any exchange. No transfer of a Note shall be made unless such transfer is made pursuant to an effective registration statement under in accordance with the Securities Act Act. Each prospective purchaser (other than the Representative) and any subsequent transferee of a Note other than the Depositor, the Representative or an affiliate of the Depositor (each, a "Prospective Owner") shall represent and warrant in writing, to the Indenture Trustee and the Note Registrar and any of their respective successors that: (i) Such Person is duly authorized to purchase the Note and its purchase of investments having the characteristics of the Note 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 state securities laws or to the investor. (ii) Such Person understands that each holder of a Note, by virtue of its acceptance thereof, assents to the terms, provisions and conditions of the Indenture. (b) Each Prospective Owner of a Note (other than the Representative) shall represent and warrant in writing, to the Indenture Trustee and the Note Registrar and any of their respective successors that: (i) Such Person is exempt a Qualified Purchaser and either (A) a QIB 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) of Regulation D under said Act the Securities Act. (ii) It understands that such Note has not been registered under the Securities Act, and the Trust has not been registered under the Investment Company Act, and that, if in the future it decides to offer, resell, pledge or otherwise transfer such state securities laws. Note, such Note 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) to a Qualified Purchaser, and (C) for so long as such Note is eligible for resale pursuant to Rule 144A under the Securities Act, to a person whom the seller reasonably believes is a QIB, which is purchasing such Note 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 (D) to an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act, which is acquiring such Note 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 the Indenture. (c) In the event that a transfer of a Note is to be made in reliance upon an exemption from the Securities Act, Investment Company Act and or state securities laws, in order to assure compliance with the Securities Act and such laws, the Holder desiring to effect such transfer prospective transferor and such Holder's prospective transferee shall each certify to the Indenture Trustee and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") B and Exhibit D C. (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(bd) of the Investment Letter, there shall also be delivered Prior to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which opinion of counsel shall not be an expense of the TrustRegistration Date, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or Servicer on behalf of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder Holder, information regarding the Notes Note and the Receivables and such other information Mortgage Loans 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. thereunder. Each Holder of a Note desiring to effect such a transfer shall, and does hereby agree to, indemnify the IssuerTrust, the Servicer, 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. If an election is made to hold a Note in book-entry form, the Note shall be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar and the Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iii) the rights of Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;.

Limitations on Transfer of the Notes. (a) The 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 Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any all applicable state securities laws or is exempt from the registration requirements under said the Securities Act and such state securities laws. In the event that a transfer 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 Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Indenture Trustee and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, any transfer of a Note shall be made (A) in reliance on Rule 144A under the Securities Act, in which opinion of counsel shall not be an expense of the Trustcase, the Owner Trustee or the Indenture Trustee (unless it is shall require that the transferor deliver a certification substantially in the form of Exhibit B-1 hereto and that the transferee from whom such opinion is deliver a certification substantially in the form of Exhibit B-3 hereto, or (B) to be obtainedan institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Regulation D under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Holder of that is not a Note desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trustee, “qualified institutional buyer,” in which case the Indenture Trustee shall require that the transferee deliver a certification substantially in the form of Exhibit B-2 hereto. The Indenture Trustee shall not make any transfer or re-registration of the Notes if after such transfer or re-registration, there would be more than five Noteholders. Each Noteholder shall, by its acceptance of a Note, be deemed to have represented and warranted that the Depositor against any liability that may result if number of ICA Owners with respect to all of its Notes shall not exceed four. (b) The Note Registrar shall not register the transfer is not so exempt or is not made in accordance with federal and state securities laws. If an election is made of any Note unless the Indenture Trustee has received a certificate from the transferee to hold a Note in book-entry form, the Note shall be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: effect that either (i) the Note Registrar and the Trustee will be entitled transferee is not an employee benefit plan or other retirement plan or arrangement subject to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Title I of the NotesEmployee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (each, a “Plan”), and shall have no obligation to is not acting on behalf of or investing the Note Owners; assets of a Plan or (ii) to if the extent transferee is a Plan or is acting on behalf of or investing the assets of a Plan, either that no prohibited transaction within the meaning of Section 406(a) of ERISA or Section 4975 of the Code would occur upon the transfer of the Note or that the provisions of this Section conflict with any other provisions of this Indentureconditions for exemptive relief under a prohibited transaction exemption has been satisfied, the provisions of this Section shall control; including, but not limited to, Prohibited Transaction Class Exemption (iii“PTCE”) the rights of Note Owners will be exercised only through the Clearing Agency 96-23 (relating to transactions effected by an “in-house asset manager”), PTCE 95-60 (relating to transactions involving insurance company general accounts), PTCE 91-38 (relating to transactions involving bank collective investment funds), PTCE 90-1 (relating to transactions involving insurance company pooled separate accounts) and will be limited PTCE 84-14 (relating to those established transactions effected by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;a “qualified professional asset manager”).

Limitations on Transfer of the Notes. The (a) No Privately Offered Note may be offered, sold, delivered or transferred (including, without limitation, by pledge or hypothecation) except under Rule 144A under the Securities Act to qualified institutional buyers or “QIBs” purchasing for their own account. Each Privately Offered 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 Privately Offered Note in the form of a Book-Entry Note shall be deemed to have represented and warranted, and each Prospective Owner of a Privately Offered 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 Privately Offered Note in the form of a Book-Entry Note shall be deemed to have represented and warranted, and each Prospective Owner of a Privately Offered 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 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 QIBs for whom it is authorized to act; and (ii) Such Person understands that such Notes have not been and will not be 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 and will not be listed or (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 QIB to whom notice is given that the transfer is being made in reliance on any exchange. Rule 144A, 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 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 C hereto), to the effect that such transferee (i) is not acquiring such note for, or 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) its acquisition and holding of such Notes for, 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 Prohibited Transaction Class Exemption (“PTCE”) 00-00, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 96-23 or 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 preceding paragraph, such representations shall be deemed to have been made pursuant to an effective 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). 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 statement of transfer of any Note that is in fact not permitted by this Section 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 Securities Act provisions of this 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 applicable state securities laws liability for transfers of Book-Entry Notes or is exempt from any interests therein made in violation of the registration requirements under said Act restrictions on transfer described in the Prospectus and such state securities lawsthis Agreement. In the event that a transfer Note is transferred to be made in reliance upon an exemption from a Person that does not meet the Securities Act and state securities lawsrequirements of this Section 2.03, in order to assure compliance with the Securities Act and such laws, the Holder desiring to effect such transfer shall be of no force and effect, shall be void ab initio, and shall not operate to transfer any rights to such Holder's prospective transferee shall each certify Person, notwithstanding any instructions to the contrary to the Issuer, the Indenture Trustee or any intermediary; and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which opinion of counsel shall not be an expense make any payments on such Note for as long as such Person is the Holder of the Trust, the Owner Trustee or the such Note. The Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or on behalf of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Privately Offered Note (or Note Owner) and any prospective transferee designated by any such Holder (or Note Owner), information regarding the Notes such Privately Offered Note and the Receivables 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 Privately Offered 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 Trustee, the Note Registrar 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 lawslaws and any other restrictions specified in this Section 2.03. If an election Each holder of a Privately Offered 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 Notes is made subject to hold certain restrictions as set forth herein. (e) 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. (f) Neither the Indenture Trustee nor the Note Registrar will have the ability to monitor transfers of the Notes while they are in book-entry form, the Note shall be registered form and neither will have any liability for transfers of Book-Entry Notes in the name violation of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar and the Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder any of the Notes, and shall have no obligation to the Note Owners; (ii) to the extent that the provisions of transfer restrictions described in this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iii) the rights of Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;2.03.

Limitations on Transfer of the Notes. The Notes have not been and will not be registered under the Securities Act and will not be listed on any exchange. No (a) Any transfer of a Note shall be made unless such transfer is made pursuant to an effective registration statement under in accordance with the Securities Act and the Investment Company Act. Each prospective Purchaser (other than UBS) and any subsequent transferee of any Note (each, a “Prospective Owner”) shall represent and warrant in writing, to the Note Issuer and the Agent and the relevant transferor and any of their respective successors that: (i) Such Person is duly authorized to purchase such Note and its purchase of investments having the characteristics of the Note 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 state securities laws or to the investor. (ii) Such Person understands that the holder of a Note, by virtue of its acceptance thereof, assents to the terms, provisions and conditions of this Note Purchase Agreement and the other Note Documents. (b) Each Prospective Owner of any Note (other than UBS) shall represent and warrant in writing, to the Note Issuer and the Agent and the relevant transferor and any of their respective successors that: (i) Such Person is exempt a Qualified Purchaser and either (A) a QIB and is aware that the transferor of the Note may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring the 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) of Regulation D under said Act the Securities Act. (ii) It understands that the Note has not been registered under the Securities Act, and the Note has not been registered under the Investment Company Act, and that, if in the future it decides to offer, resell, pledge or otherwise transfer the Note, the Note 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) to a Qualified Purchaser, and (C) for so long as the Note is eligible for resale pursuant to Rule 144A under the Securities Act, to a person whom the seller reasonably believes is a QIB, which is purchasing the Note 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 (D) to an institutional “accredited investor” within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act, which is acquiring the Note for its own account or for the account of such state securities lawsan 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 Note Purchase Agreement. In the event that a transfer of a Note is to be made in reliance upon an exemption from the Securities Act, Investment Company Act and or state securities laws, in order to assure compliance with the Securities Act, the Investment Company Act and such laws, the Holder desiring to effect such transfer prospective transferor and such Holder's prospective transferee shall each certify to the Indenture Trustee and the Note Issuer in writing the facts surrounding the transfer in substantially the forms form set forth in Exhibit C (J hereto or, if the "Transferor Certificate") relevant transfer is not being made in reliance on Rule 144A, the transferor and Exhibit D (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered make such certifications to the Indenture Trustee an opinion Note Issuer and deliver to it such opinions of counsel that such transfer may be made pursuant to regarding the availability of an exemption from the Securities Act and state securities laws, which opinion of counsel shall not be an expense registration requirements of the TrustSecurities Act, as the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws Note Issuer may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdictionreasonably require. The Depositor Note Issuer shall cause the Servicer to provide to any Holder of a Note the Noteholders and any prospective transferee designated by any such Holder Noteholder, information regarding the Notes and the Receivables Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) and Section 3(c)(7) of the Investment Company Act for transfer of any such Note of the Notes without registration thereof under the Securities Act or the Investment Company Act pursuant to the registration exemption provided by Rule 144A. Each Holder thereunder. The certificates representing the Notes shall contain a legend substantially similar to the applicable legend provided in Exhibit A stating that transfer of a Note desiring the Notes is subject to effect such a transfer shall, certain restrictions and does hereby agree to, indemnify referring prospective purchasers of 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 Notes to this Section 3.07 with federal and state securities laws. If an election is made to hold a Note in book-entry form, the Note shall be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar and the Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iii) the rights of Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;restrictions.

Limitations on Transfer of the Notes. The [To be modified as applicable] (a) Each Prospective Owner of a Book-Entry Note shall be deemed to have represented and warranted to the Indenture Trustee and the Note Registrar and any of their respective successors that: (i) Such Person is duly authorized to purchase the Notes and its purchase of investments having the characteristics of the 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 a Note, by virtue of its acceptance thereof, assents to the terms, provisions and conditions of this Indenture. (b) Each Prospective Owner of a Book-Entry Note that is a Private Note, other than Notes sold in offshore transactions in reliance on Regulation S, shall be deemed to have represented and warranted to the Indenture Trustee and the Note Registrar and any of their respective successors that: (i) Such Person is 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; (ii) Such Person understands that such Notes have not been and will not be registered under the Securities Act 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 to a person which 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 which notice is given that the transfer is being made in reliance on Rule 144A, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 2.03; and (iii) Such Person either (i) is not a pension, profit-sharing or other employee benefit plan, including a “Xxxxx” plan or individual retirement account 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) is a Benefit Plan and its acquisition and holding of such Notes, throughout the period that it holds such Notes, will satisfy the requirements for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 00-00, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 96-23 or a similar exemption, or in the case of a Benefit Plan subject to Similar Law, will not result in a non-exempt violation of Similar Law. (c) Each Prospective Owner of a Private Note sold in an offshore transaction in reliance on Regulation S shall be listed on deemed to have represented and warranted to the Indenture Trustee and the Note Registrar and any exchange. No of their respective successors that: (i) Such Person is not a U.S. person within the meaning of Regulation S and was, at the time the buy order was originated, outside the United States; (ii) Such Person understands that such Notes have not been registered under the Securities Act, and that (x) until the expiration of the 40-day distribution compliance period (within the meaning of Regulation S), no offer, sale, pledge or other transfer of such Notes or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person (each as defined in Regulation S), (y) 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) to a person which 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 which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 2.03; and (iii) Such Person either (i) is not a pension, profit-sharing or other employee benefit plan, including a “Xxxxx” plan or individual retirement account, 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) is a Benefit Plan and its acquisition and holding of such Notes, throughout the period that it holds such Notes, will satisfy the requirements for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 00-00, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 96-23 or a similar exemption, or in the case of a Benefit Plan subject to Similar Law, will not result in a non-exempt violation of Similar Law. (d) Each Prospective Owner of a Book-Entry Note shall be made unless such transfer is made pursuant deemed to an effective registration statement under have represented and warranted to the Securities Act Indenture Trustee and the Note Registrar and any applicable state securities laws of their respective successors that such Person either (i) is not a pension, profit-sharing or other employee benefit plan, including a “Xxxxx” plan or individual retirement account 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) is a Benefit Plan and its acquisition and holding of such Notes, throughout the period that it holds such Notes, will satisfy the requirements for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 00-00, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 96-23 or a similar exemption, or in the case of a Benefit Plan subject to Similar Law, will not result in a non-exempt from the registration requirements under said Act and such state securities lawsviolation of Similar Law. In the event that a transfer of a Definitive Note is to be made in reliance upon an exemption from the Securities Act and state securities lawsmade, in order to assure compliance with the Securities Act and such state securities laws, the Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Indenture Trustee and the Issuer in writing the facts surrounding the transfer in substantially the forms form set forth in Exhibit C (B, Exhibit C-1 or Exhibit C-2, as applicable. In the "Transferor Certificate") event that a Note is transferred to a Person that does not meet the requirements of this Section 2.03, such transfer will be of no force and Exhibit D (effect, will be void ab initio, and will not operate to transfer any rights to such Person, notwithstanding any instructions to the "Investment Letter"). Except in contrary to the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment LetterIssuer, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act or any intermediary; and state securities laws, which opinion of counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it shall not make any distributions on such Note for as long as such Person is the transferee from whom Holder of such opinion is Note and the Indenture Trustee shall have the right to be obtained) or compel such Person to transfer such Note to a Person who does meet the requirements of this Section 2.03. The Indenture Trustee on behalf of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note (or Note Owner) and any prospective transferee designated by any such Holder (or Note Owner), information regarding the Notes and the Receivables Loan Assets 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 Note (or Note Owner) desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trustee, the Master Servicer, 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 lawslaws and any other restrictions specified in this Section 2.03. If an election is made to hold Each holder of a Note in bookBook-entry form, the Entry Note shall be registered in the name of deemed to have consented to such transfer restrictions. The Indenture Trustee shall cause each Note to contain a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar and the Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation legend substantially similar to the Note Owners; (ii) applicable legend provided in Exhibit A hereto stating that transfer of such Notes is subject to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iii) the rights of Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;certain restrictions as set forth herein.

Limitations on Transfer of the Notes. The (a) No Class B Note may be offered, sold, delivered or transferred (including, without limitation, by pledge or hypothecation) except (i) in connection with the initial sale of the Class B Notes to Xxxxxx 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 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 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 the Class B Notes and its purchase of investments having the characteristics of the Class B 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 a Class B 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 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 Class B 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 and will not be registered under the Securities Act, and that, if in the future it decides to offer, resell, pledge or otherwise transfer such Class B Notes, such Class B 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 Class B 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 Class B 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 Class B Notes for its own account or for the account of such an institutional “accredited investor,” for investment purposes and will not be listed on with a view to, or for offer or sale in connection with, any exchange. 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 C hereto), to the effect that such transferee (i) is not acquiring such note for, or 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, 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 Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or 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 pursuant to an effective 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). 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 statement of transfer of any Note that is in fact not permitted by this Section 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 Securities Act provisions of this 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 applicable state securities laws liability for transfers of Book-Entry Notes or is exempt from any interests therein made in violation of the registration requirements under said Act restrictions on transfer described in the Prospectus and such state securities lawsthis Agreement. In the event that a transfer Note is transferred to be made in reliance upon an exemption from a Person that does not meet the Securities Act and state securities lawsrequirements of this Section 2.03, in order to assure compliance with the Securities Act and such laws, the Holder desiring to effect such transfer shall be of no force and effect, shall be void ab initio, and shall not operate to transfer any rights to such Holder's prospective transferee shall each certify Person, notwithstanding any instructions to the contrary to the Issuer, the Indenture Trustee or any intermediary; and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which opinion of counsel shall not be an expense make any payments on such Note for as long as such Person is the Holder of the Trust, the Owner Trustee or the such Note. The Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or on behalf of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Class B Note (or Note Owner) and any prospective transferee designated by any such Holder (or Note Owner), information regarding the Class B Notes and the Receivables 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 Class B Note without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Holder of a Class B 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 lawslaws and any other restrictions specified in this Section 2.03. If an election is made to hold Each holder of a Class B Note in bookthe form of a Book-entry form, the Entry Note shall be registered 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 Notes is subject to certain restrictions as set forth herein. (e) 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. (f) Notwithstanding anything to the contrary contained herein, no High-Yield Note may be owned, 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 in the name form of a nominee designated by Book-Entry Note shall be deemed to have represented and warranted to the Clearing Agency (Indenture Trustee and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar that such Person is a Permitted Owner. Prior to and as a condition of the registration of any transfer, sale or other disposition of a High-Yield Note in the form of a Definitive Note, the Prospective Owner shall deliver to the Indenture Trustee will an affidavit in substantially the form attached hereto as Exhibit D representing and warranting, among other things, that such transferee is a Permitted Owner. Notwithstanding 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, such registration shall be entitled deemed to deal with 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 Clearing Agency receipt of distributions on such Note. The Indenture Trustee shall not be under any liability to any person for all purposes any registration or transfer of this Indenture (including a High-Yield Note to a person other than a Permitted Owner or agent or nominee thereof, or for the payment maturity of principal of and interest any payments due on the Notes and the giving of instructions or directions hereunder) such Note, as the sole holder of the Notes, and shall have no obligation case may be to the Note Owners; (ii) Owner thereof or for taking any other action with respect to such Note Owner under the extent 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. If a Prospective Owner shall become a Note Owner in violation of the provisions of this Section conflict with 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 provisions of this Indenture, action with respect to such Holder under the provisions of this Indenture so long as the transfer was registered upon receipt of the affidavit described in the preceding paragraph of this Section shall control;2.03(f). (iiig) 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 rights ability to monitor transfers of Note Owners will be exercised only through the Clearing Agency Notes while they are in book-entry form and will be limited to those established by law and agreements between such Note Owners and have no liability for transfers of Book-Entry Notes in violation of any of the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;transfer restrictions described in this Section 2.03.

Limitations on Transfer of the Notes. (a) The 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 Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any all applicable state securities laws or is exempt from the registration requirements under said the Securities Act and such state securities laws. In the event that a transfer 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 state securities laws, any transfer of a Note shall be made (A) in reliance on Rule 144A under the Holder desiring Securities Act, in which case, the Indenture Trustee shall require that the transferor deliver a certification substantially in the form of Exhibit B-1 hereto and that the transferee deliver a certification substantially in the form of Exhibit B-3 hereto, or (B) to effect 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,” in which case the Indenture Trustee shall require that the transferee deliver a certification substantially in the form of Exhibit B-2 hereto. The Indenture Trustee shall not make any transfer or re-registration of the Notes if after such transfer or re-registration, there would be more than five (5) registered Noteholders. Each Noteholder shall, by its acceptance of a Note, be deemed to have represented and such Holder's prospective warranted that the number of ICA Owners with respect to all of its Notes shall not exceed four (4). (b) The Note Registrar shall not register the transfer of any Note unless the Indenture Trustee has received a certificate from the transferee in the form of Exhibit B-2 or B-3, as applicable, to the effect that either (i) the transferee is not an employee benefit plan or other retirement plan or arrangement subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (each, a “Plan”), and is not acting on behalf of or investing the assets of a Plan or (ii) if the transferee is a Plan or is acting on behalf of or investing the assets of a Plan, the conditions for exemptive relief under at least one of the following prohibited transaction class exemptions have been satisfied: Prohibited Transaction Class Exemption (“PTCE”) 96-23 (relating to transactions effected by an “in-house asset manager”), XXXX 00-00 (relating to transactions involving insurance company general accounts), PTCE 91-38 (relating to transactions involving bank collective investment funds), XXXX 00-0 (relating to transactions involving insurance company pooled separate accounts) and PTCE 84-14 (relating to transactions effected by a “qualified professional asset manager”). (c) The Indenture Trustee and Note Registrar shall each certify not be responsible for ascertaining whether any transfer complies with, or otherwise to monitor or determine compliance with, the requirements or terms of the Securities Act, applicable state securities laws, ERISA, the Code or the Investment Company Act; except that if a transfer certificate or opinion is specifically required by the terms of this Section to be provided to the Indenture Trustee and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of or Note Registrar by a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which opinion of counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Note desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trusteeor transferor, 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. If an election is made to hold a Note in book-entry formRegistrar, the Note as applicable, shall be registered in under a duty to receive and examine the name of a nominee designated by same to determine whether it conforms substantially on its face to the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar and the Trustee will be entitled to deal with the Clearing Agency for all purposes applicable requirements of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (ii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iii) the rights of Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;Section.

Limitations on Transfer of the Notes. (a) The 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 Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any all applicable state securities laws or is exempt from the registration requirements under said the Securities Act and such state securities laws. In the event that a transfer 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 state securities laws, any transfer of a Note shall be made (A) in reliance on Rule 144A under the Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to Securities Act, in which case, the Indenture Trustee and shall require that the Issuer in writing the facts surrounding the transfer in transferor deliver a certification substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case form of Exhibit B-1 hereto and that the transferee deliver a transfer as certification substantially in the form of Exhibit B-3 hereto, or (B) to which an institutional "accredited investor" within the proposed transferee has confirmed meaning of Rule 01(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that it is not a "qualified institutional buyer," as provided in Section 2(b) of the Investment Letter, there shall also be delivered to which case the Indenture Trustee an opinion shall require that the transferee deliver a certification ***stantially in the form of counsel that Exhibit B-2 hereto. The Indenture Trustee shall not make any transfer ***re-registration of the Notes if after such transfer may or re-registration, there would be made pursuant more than five ***teholders. Each Noteholder shall, by its acceptance of a Note, be deemed to an exemption from have represented and ***ranted that the Securities Act and state securities laws, which opinion number of counsel ICA Owners with respect to all of its Notes shall not be an expense exceed four. (b) The Note Registrar shall not register the transfer of the Trust, the Owner Trustee or any Note unless the Indenture Trustee (unless it is has received a certificate from the transferee from whom such opinion is to be obtained) or of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Note 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. If an election is made to hold a Note in book-entry form, the Note shall be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: either (i) the Note Registrar and the Trustee will be entitled transferee is not an employee benefit plan or other retirement plan or arrangement subject to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Title I of the NotesEmployee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (each, a "Plan"), and shall have no obligation to is not acting on behalf of or investing the Note Owners; assets of a Plan or (ii) to if the extent that transferee is a Plan or is acting on behalf of or investing the provisions assets of this Section conflict with any other provisions of this Indenturea Plan, the provisions conditions for exemptive relief under at least one of this Section shall control; the following prohibited transaction class exemptions have been satisfied: Prohibited Transaction Class Exemption (iii"PTCE") the rights of Note Owners will be exercised only through the Clearing Agency 96-23 (relating to transactions effected by an "in-house asset manager"), PTCE 95-60 (relating to transactions involving insurance company general accounts), PTCE 91-38 (relating to transactions involving bank collective investment funds), XXXX 00-0 (relating to transactions involving insurance company pooled separate accounts) and will be limited PTCE 84-14 (relating to those established transactions effected by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;a "qualified professional asset manager").

Limitations on Transfer of the Notes. The Notes have not been and will not be registered under the Securities Act and will not be listed on any exchange. (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 C hereto), to the effect that such transferee (i) is not acquiring such note for, or 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, 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 Prohibited Transaction Class Exemption (“PTCE”) 00-00, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 96-23 or 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 pursuant to an effective 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). 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 statement or transfer of any Note that is in fact not permitted by this Section 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 Securities Act provisions of this 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 applicable state securities laws liability for transfers of Book-Entry Notes or is exempt from any interests therein made in violation of the registration requirements under said Act restrictions on transfer described in the Prospectus and such state securities lawsthis Agreement. In the event that a transfer Note is transferred to be made in reliance upon an exemption from a Person that does not meet the Securities Act and state securities lawsrequirements of this Section 2.03, in order to assure compliance with the Securities Act and such laws, the Holder desiring to effect such transfer shall be of no force and effect, shall be void ab initio, and shall not operate to transfer any rights to such Holder's prospective transferee shall each certify Person, notwithstanding any instructions to the Indenture Trustee and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of a transfer as contrary to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which opinion of counsel shall not be an expense of the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Note desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trustee, Indenture Trustee or any intermediary; and the Indenture Trustee and shall not make any payments on such Note for as long as such Person is the Depositor against 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 Notes is subject to certain restrictions as set forth herein. (b) Any purported transfer of a Note (or any liability that may result if the transfer is interest therein) not so exempt or is not made in accordance with federal this Section 2.03 shall be null and state securities laws. If an election is made void and shall not be given effect for any purpose hereunder. (c) The Indenture Trustee will not have the ability to hold a Note monitor transfers of the Notes while they are in book-entry form, the Note shall be registered form and will have no liability for transfers of Book-Entry Notes in the name violation of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar and the Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder any of the Notes, and shall have no obligation to the Note Owners; (ii) to the extent that the provisions of transfer restrictions described in this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iii) the rights of Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;2.03.

Limitations on Transfer of the Notes. (a) The 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 Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any all applicable state securities laws or is exempt from the registration requirements under said the Securities Act and such state securities laws. In the event that a transfer 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 Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Indenture Trustee and the Issuer in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has confirmed that it is a "qualified institutional buyer" as provided in Section 2(b) of the Investment Letter, there shall also be delivered to the Indenture Trustee an opinion of counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, any transfer of a Note shall be made (A) in reliance on Rule 144A under the Securities Act, in which opinion of counsel shall not be an expense of the Trustcase, the Owner Trustee or the Indenture Trustee (unless it is shall require that the transferor deliver a certification substantially in the form of Exhibit B-1 hereto and that the transferee from whom such opinion is deliver a certification substantially in the form of Exhibit B-3 hereto, or (B) to be obtainedan institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Regulation D under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Holder of that is not a Note desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trustee, “qualified institutional buyer,” in which case the Indenture Trustee shall require that the transferee deliver a certification substantially in the form of Exhibit B-2 hereto. The Indenture Trustee shall not make any transfer or re-registration of the Notes if after such transfer or re-registration, there would be more than twenty Noteholders. Each Noteholder shall, by its acceptance of a Note, be deemed to have represented and warranted that the Depositor against any liability that may result if number of ICA Owners with respect to all of its Notes shall not exceed four. (b) The Note Registrar shall not register the transfer is not so exempt or is not made in accordance with federal and state securities laws. If an election is made of any Note unless the Indenture Trustee has received a certificate from the transferee to hold a Note in book-entry form, the Note shall be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: effect that either (i) the Note Registrar and the Trustee will be entitled transferee is not an employee benefit plan or other retirement plan or arrangement subject to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Title I of the NotesEmployee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (each, a “Plan”), and shall have no obligation to is not acting on behalf of or investing the Note Owners; assets of a Plan or (ii) to if the extent transferee is a Plan or is acting on behalf of or investing the assets of a Plan, either that no prohibited transaction within the meaning of Section 406(a) of ERISA or Section 4975 of the Code would occur upon the transfer of the Note or that the provisions of this Section conflict with any other provisions of this Indentureconditions for exemptive relief under a prohibited transaction exemption has been satisfied, the provisions of this Section shall control; including, but not limited to, Prohibited Transaction Class Exemption (iii“PTCE”) the rights of Note Owners will be exercised only through the Clearing Agency 96-23 (relating to transactions effected by an “in-house asset manager”), PXXX 00-00 (relating to transactions involving insurance company general accounts), PTCE 91-38 (relating to transactions involving bank collective investment funds), PXXX 00-0 (relating to transactions involving insurance company pooled separate accounts) and will be limited PTCE 84-14 (relating to those established transactions effected by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;a “qualified professional asset manager”).

Limitations on Transfer of the Notes. (a) The 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 Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any all applicable state securities laws or is exempt from the registration requirements under said the Securities Act and such state securities laws. In the event that a transfer 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 state securities laws, any transfer of a Note shall be made (A) in reliance on Rule 144A under the Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to Securities Act, in which case, the Indenture Trustee and shall require that the Issuer in writing the facts surrounding the transfer in transferor deliver a certification substantially the forms set forth in Exhibit C (the "Transferor Certificate") and Exhibit D (the "Investment Letter"). Except in the case form of Exhibit B-1 hereto and that the transferee deliver a transfer as certification substantially in the form of Exhibit B-3 hereto, or (B) to which an institutional "accredited investor" within the proposed transferee has confirmed meaning of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the Securities Act that it is not a "qualified institutional buyer," as provided in Section 2(b) of the Investment Letter, there shall also be delivered to which case the Indenture Trustee an opinion shall require that the transferee deliver a certification substantially in the form of counsel that Exhibit B-2 hereto. The Indenture Trustee shall not make any transfer or re-registration of the Notes if after such transfer may or re-registration, there would be made pursuant more than five Noteholders. Each Noteholder shall, by its acceptance of a Note, be deemed to an exemption from have represented and warranted that the Securities Act and state securities laws, which opinion number of counsel ICA Owners with respect to all of its Notes shall not be an expense exceed four. (b) The Note Registrar shall not register the transfer of the Trust, the Owner Trustee or any Note unless the Indenture Trustee (unless it is has received a certificate from the transferee from whom such opinion is to be obtained) or of the Depositor or NAL; provided that such opinion of counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. The Depositor shall cause the Servicer to provide to any Holder of a Note and any prospective transferee designated by any such Holder information regarding the Notes and the Receivables 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 Note 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. If an election is made to hold a Note in book-entry form, the Note shall be registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes held by the Clearing Agency). With respect to Notes held in book-entry form: either (i) the Note Registrar and the Trustee will be entitled transferee is not an employee benefit plan or other retirement plan or arrangement subject to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Title I of the NotesEmployee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (each, a "Plan"), and shall have no obligation to is not acting on behalf of or investing the Note Owners; assets of a Plan or (ii) to if the extent that transferee is a Plan or is acting on behalf of or investing the provisions assets of this Section conflict with any other provisions of this Indenturea Plan, the provisions conditions for exemptive relief under at least one of this Section shall control; the following prohibited transaction class exemptions have been satisfied; Prohibited Transaction Class Exemption (iii"PTCE") the rights of Note Owners will be exercised only through the Clearing Agency 96-23 (relating to transactions effected by an "in-house asset manager"), PTCE 95-60 (relating to transactions involving insurance company general accounts),PTCE 91-38 (relating to transactions involving bank collective investment funds), XXXX 00-0 (relating to transactions involving insurance company pooled separate accounts) and will be limited PTCE 84-14 (relating to those established transactions effected by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement;a "qualified professional asset manager").