Common use of Securities Act Restrictions Clause in Contracts

Securities Act Restrictions. (a) The Class C and Class D Notes have not been registered under the Securities Act or any State securities law. None of the Issuer, the Transferors or the Indenture Trustee is obligated to register the Class C or Class D Notes under the Securities Act or any other securities or “blue sky” laws or to take any other action not otherwise required under this Indenture Supplement to permit the transfer of any Class C or Class D Note without registration. The Issuer, at the direction of the Transferors or the Administrator, may elect to register, or cause the registration of, the Class C and/or Class D Notes under the Securities Act and any applicable State securities law, in which case the Issuer will deliver, or cause to be delivered, to the Indenture Trustee and the Transfer Agent and Registrar opinions of counsel, Officer’s Certificates and other information as determined by the Transferors as necessary to effect the registration. (b) Until the Class C or Class D Notes have been registered under the Securities Act and any applicable State securities law under Section 5.2(a), no Class C or Class D Note may be sold, transferred, assigned, participated, pledged or otherwise disposed of (a “Note Transfer”) to any Person except in accordance with the provisions of this Section 5.2 or Section 5.3, and any attempted Note Transfer in violation of this Section 5.2 or Section 5.3 will be null and void (each, a “Void Note Transfer”). (c) Each Class C and Class D Note will bear a legend to the effect of the legend contained in Exhibit A unless determined otherwise by the Administrator (as certified to the Indenture Trustee in an Officer’s Certificate) consistent with applicable law. (d) The Depositors will make available to the prospective transferor and transferee of a Class C or Class D Note information requested to satisfy the requirements of paragraph (d)(4) of Rule 144A (the “Rule 144A Information”). The Rule 144A Information will include any or all of the following items requested by the prospective transferee: (i) the offering memorandum relating to the Class C Notes (if any) or Class D Notes (if any), as applicable, and any amendments or supplements to the offering memorandum; (ii) the Monthly Investor Report for each Payment Date prior to the request; and (iii) other information as is reasonably available to the Indenture Trustee in order to comply with requests for information under Rule 144A.

Securities Act Restrictions. (a) The Class B, Class C and Class D Notes have not been registered under the Securities Act or any State securities law. None of the Issuer, the Transferors or the Indenture Trustee is obligated to register the Class B, Class C or Class D Notes under the Securities Act or any other securities or “blue sky” laws or to take any other action not otherwise required under this Indenture Supplement to permit the transfer of any Class B, Class C or Class D Note without registration. The Issuer, at the direction of the Transferors or the Administrator, may elect to register, or cause the registration of, the Class B, Class C and/or Class D Notes under the Securities Act and any applicable State securities law, in which case the Issuer will deliver, or cause to be delivered, to the Indenture Trustee and the Transfer Agent and Registrar opinions of counsel, Officer’s Certificates and other information as determined by the Transferors as necessary to effect the registration. (b) Until the Class B, Class C or Class D Notes have been registered under the Securities Act and any applicable State securities law under Section 5.2(a), no Class B, Class C or Class D Note may be sold, transferred, assigned, participated, pledged or otherwise disposed of (a “Note Transfer”) to any Person except in accordance with the provisions of this Section 5.2 or Section 5.3, and any attempted Note Transfer in violation of this Section 5.2 or Section 5.3 will be null and void (each, a “Void Note Transfer”). (c) Each Class B, Class C and Class D Note will bear a legend to the effect of the legend contained in Exhibit A unless determined otherwise by the Administrator (as certified to the Indenture Trustee in an Officer’s Certificate) consistent with applicable law. (d) The Depositors will make available to the prospective transferor and transferee of a Class B, Class C or Class D Note information requested to satisfy the requirements of paragraph (d)(4) of Rule 144A (the “Rule 144A Information”). The Rule 144A Information will include any or all of the following items requested by the prospective transferee: (i) the offering memorandum relating to the Class B Notes (if any), Class C Notes (if any) or Class D Notes (if any), as applicable, and any amendments or supplements to the offering memorandum; (ii) the Monthly Investor Report for each Payment Date prior to the request; and (iii) other information as is reasonably available to the Indenture Trustee in order to comply with requests for information under Rule 144A.

Securities Act Restrictions. (a) The Class C and Class D Notes have not been registered under the Securities Act or any State securities law. None of the Issuer, the Transferors or the Indenture Trustee is obligated to register the Class C or Class D Notes under the Securities Act or any other securities or “blue sky” laws or to take any other action not otherwise required under this Indenture Supplement to permit the transfer of any Class C or Class D Note without registration. The Issuer, at the direction of the Transferors or the Administrator, may elect to register, or cause the registration of, the Class C and/or Class D Notes under the Securities Act and any applicable State securities law, in which case the Issuer will deliver, or cause to be delivered, to the Indenture Trustee and the Transfer Agent and Registrar such opinions of counsel, Officer’s Certificates and other information as determined by the Transferors as necessary to effect the such registration. (b) Until the such time as any such Class C or Class D of Notes have has been registered under the Securities Act and any applicable State securities law under pursuant to Section 5.2(a), no Class C or Class D Note may be sold, transferred, assigned, participated, pledged pledged, or otherwise disposed of (any such act, a “Note Transfer”) to any Person except in accordance with the provisions of this Section 5.2 or Section 5.3, and any attempted Note Transfer in violation of this Section 5.2 or Section 5.3 will be null and void (each, a “Void Note Transfer”). (c) Each Class C and Class D Note will bear a legend to the effect of the legend contained in Exhibit A unless determined otherwise by the Administrator (as certified to the Indenture Trustee in an Officer’s Certificate) consistent with applicable law. (d) The Depositors will make available to the prospective transferor and transferee of a Class C or Class D Note information requested to satisfy the requirements of paragraph (d)(4) of Rule 144A (the “Rule 144A Information”). The Rule 144A Information will include any or all of the following items requested by the prospective transferee: (i) the offering memorandum relating to the Class C Notes (if any) or Class D Notes (if any), as applicable, and any amendments or supplements to the such offering memorandum; (ii) the Monthly Investor Report for each Payment Date prior to the preceding such request; and (iii) such other information as is reasonably available to the Indenture Trustee in order to comply with requests for information under pursuant to Rule 144A.

Securities Act Restrictions. (a) The None of the Class B, Class C and or Class D Notes have not been registered under the Securities Act or any State securities law. None of the Issuer, the Transferors or the Indenture Trustee is obligated to register the Class B, Class C or Class D Notes under the Securities Act or any other securities or “"blue sky” " laws or to take any other action not otherwise required under this Indenture Supplement to permit the transfer of any Class B, Class C or Class D Note without registration. The Issuer, at the direction of the Transferors or the Administrator, may elect to register, or cause the registration of, the Class B , Class C and/or Class D Notes under the Securities Act and any applicable State securities law, in which case the Issuer will deliver, or cause to be delivered, to the Indenture Trustee and the Transfer Agent and Registrar such opinions of counsel, Officer’s 's Certificates and other information as determined by the Transferors as necessary to effect the such registration. (b) Until the such time as any such Class C or Class D of Notes have has been registered under the Securities Act and any applicable State securities law under pursuant to Section 5.2(a5.02(a), no Class B, Class C or Class D Note may be sold, transferred, assigned, participated, pledged pledged, or otherwise disposed of (any such act, a “"Note Transfer”") to any Person except in accordance with the provisions of this Section 5.2 5.02 or Section 5.35.03, and any attempted Class B Note Transfer, Class C Note Transfer or Class D Note Transfer in violation of this Section 5.2 5.02 or Section 5.3 5.03 will be null and void (each, each a “"Void Note Transfer”"). (c) Each Class B, Class C and Class D Note will bear a legend to the effect of the legend contained in Exhibit A unless determined otherwise by the Administrator (as certified to the Indenture Trustee in an Officer’s 's Certificate) consistent with applicable law. (d) The Depositors Transferors will make available to the prospective transferor and transferee of a Class B, Class C or Class D Note information requested to satisfy the requirements of paragraph (d)(4) of Rule 144A (the “"Rule 144A Information”"). The Rule 144A Information will include any or all of the following items requested by the prospective transferee: (i) the offering memorandum relating to the Class B Notes (if any), Class C Notes (if any) or Class D Notes (if any), as applicable, and any amendments or supplements to the such offering memorandum; (ii) the Monthly Investor Report Distribution Date Statement for each Payment Distribution Date prior to the preceding such request; and (iii) such other information as is reasonably available to the Indenture Trustee in order to comply with requests for information under pursuant to Rule 144A.