Common use of Special Terms Applicable to Subsequent Transfers of Certain Notes Clause in Contracts

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series of Term Notes may not, be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Notes (the "Unregistered Notes") are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Issuance Certificate. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Seller, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the Seller, the Servicer or the Indenture Trustee) satisfactory to the Seller and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series Certain Series of Term Notes may not, not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, if any. Unless otherwise provided in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, if any, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an "institutional investor that is an "accredited investor" (as described in Rule 501(a)(1501(a)(l), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller CPL or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise certificate to such effect in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities ActNote Issuer, or (iiiii) such sale, pledge or other transfer is otherwise made in a transaction exempt from from, or not subject to, the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Note Issuer in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the SellerNote Issuer, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerNote Issuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Note Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in None of CPL, the related Officer's Issuance CertificateNote Issuer, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee or the Servicer shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series of Term Notes may not, be not have been registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Notes (the "Unregistered Notes") are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Issuance CertificateSeries Supplement. Unless otherwise provided in the related Officer's Issuance CertificateSeries Supplement, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Acti) or to an institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Transferor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the SellerTransferor, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerTransferor, the Servicer or the Indenture Trustee) satisfactory to the Seller Transferor and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided Act or (ii) satisfies the restrictions on transfer set forth in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transferapplicable Series Supplement. Neither the Seller Transferor nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series Certain Series of Term Notes may not, not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, if any. Unless otherwise provided in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, if any, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an "institutional investor that is an "accredited investor" (as described in Rule 501(a)(1501(a)(l), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller Grantee or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A EXHIBIT or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities ActNote Issuer, or (iiiii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Note Issuer in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the SellerNote Issuer, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerNote Issuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Note Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller Grantee, the Note Issuer, nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series of Term Notes may not, be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Notes (the "“Unregistered Notes"”) are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's ’s Issuance Certificate. Unless otherwise provided in the related Officer's ’s Issuance Certificate, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either either: (i) such sale, pledge or other transfer is made to a "“qualified institutional buyer" ” (as defined under Rule 144A under the Securities Act) or to an institutional investor that is an "“accredited investor" ” (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- non-United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case case: (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Seller, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the Seller, the Servicer or the Indenture Trustee) satisfactory to the Seller and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's ’s Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series Certain Series of Term Notes may not, not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Issuance CertificateCertificate or Series Supplement, if any. Unless otherwise provided in the related Officer's Issuance CertificateCertificate or Series Supplement, if any, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an "institutional investor that is an "accredited investor" (as described in Rule 501(a)(1501(a)(l), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially certificate to such effect in the form attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act___, or (iiiii) such sale, pledge or other transfer is otherwise made in a transaction exempt from from, or not subject to, the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Note Issuer in writing the facts surrounding such transfer, which certification shall be in the form and substance satisfactory to the Indenture Trustee and the Sellerattached hereto as Exhibit ___, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerNote Issuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Note Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in None of the related Officer's Issuance CertificateSeller, no salethe Note Issuer, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee or the Servicer shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series Certain Series of Term Notes may not, not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Issuance CertificateCertificate or Series Supplement, if any. Unless otherwise provided in the related Officer's Issuance CertificateCertificate or Series Supplement, if any, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made (A) to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or (B) to an "institutional investor that is an "accredited investor" (as described in Rule 501(a)(1501(a)(l), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee which executes and delivers a certificate, substantially certificate to such effect in the form attached hereto as Exhibit A D or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from from, or not subject to, the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Seller, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerNote Issuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Note Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in None of the related Officer's Issuance CertificateSeller, no salethe Note Issuer, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee or the Servicer shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes have not and will not, and certain series of Term Notes may not, be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Notes (the "Unregistered Notes") are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Issuance Certificate. An interest in the Revolving Notes is being sold in a private placement on the date hereof. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, or (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Seller, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the Seller, the Servicer or the Indenture Trustee) satisfactory to the Seller and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the -11- 18 related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series Certain Series of Term Notes may not, not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Trust Issuance CertificateCertificate or Series Supplement, if any. Unless otherwise provided in the related Officer's Trust Issuance CertificateCertificate or Series Supplement, if any, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an "institutional investor that is an "accredited investor" (as described in Rule 501(a)(1501(a)(l), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller Grantee or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise certificate to such effect in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities ActNote Issuer, or (iiiii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Note Issuer in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the SellerNote Issuer, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerNote Issuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Note Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller Grantee, the Note Issuer, nor the Indenture Trustee nor the Servicer shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series Certain Series of Term Notes may not, not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Trustee s Issuance CertificateCertificate or Series Supplement, if any. Unless otherwise provided in the related Officer's Trustee s Issuance CertificateCertificate or Series Supplement, if any, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an "institutional investor that is an "accredited investor" (as described in Rule 501(a)(1501(a)(l), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller Grantee or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A EXHIBIT ___ or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities ActNote Issuer, or (iiiii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Note Issuer in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the SellerNote Issuer, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerNote Issuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Note Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller Grantee, the Note Issuer, nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series of Term Notes a Series may not, be not have been registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Notes (the "Unregistered Notes") are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Issuance CertificateSeries Supplement. Unless otherwise provided in the related Officer's Issuance CertificateSeries Supplement, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller Issuer or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise certificate in form and substance satisfactory to the Indenture Trustee and the SellerIssuer, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- non-United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Issuer in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the SellerIssuer, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerIssuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities ActAct or (iv) such sale satisfies the restrictions on transfer set forth in the applicable Series Supplement. Unless otherwise provided in the related Officer's Issuance CertificateSeries Supplement, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller Issuer shall have consented in writing to such transfer. Neither the Seller Issuer nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. Unless otherwise provided in the related Series Supplement, the Unregistered Notes may be acquired by or for the account of a Benefit Plan. Unless otherwise set forth in the related Series Supplement, each Unregistered Note shall bear a legend to the effect of subsection (a) above.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series Certain Series of Term Notes may not, not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Trust Issuance CertificateCertificate or Series Supplement, if any. Unless otherwise provided in the related Officer's Trust Issuance CertificateCertificate or Series Supplement, if any, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an "institutional investor that is an "accredited investor" (as described in Rule 501(a)(1501(a)(l), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller Grantee or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise certificate to such effect in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities ActNote Issuer, or (iiiii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Note Issuer in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the SellerNote Issuer, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerNote Issuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Note Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor Grantee, the Note Issuer, the Indenture Trustee nor the Servicer shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series Certain Series of Term Notes may not, not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, if any. Unless otherwise provided in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, if any, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an "institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller Grantee or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise certificate to such effect in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities ActNote Issuer, or (iiiii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Note Issuer in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the SellerNote Issuer, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerNote Issuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Note Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller Grantee, the Note Issuer, nor the Indenture Trustee nor the Servicer shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving At the time of issuance, the Class B Notes will not, and certain series of Term Notes may not, shall not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Class B Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to (i) an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in (ii) registration under the related Officer's Issuance CertificateSecurities Act. Unless otherwise provided in registered under the related Officer's Issuance CertificateSecurities Act, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A E or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, or (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case case, unless the Seller otherwise directs, (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Seller, and (B) the Indenture Trustee shall require a written opinion Opinion of counsel Counsel (which shall not be at the expense of the Seller, the Servicer or the Indenture Trustee) satisfactory to the Seller and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee shall be obligated hereunder to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. In the event Class A Notes are Outstanding, the purchaser or holder of any Unregistered Note agrees by accepting such Note (or interest therein) to vote any such Unregistered Note in the manner the majority of the Outstanding Class A Notes have voted with regard to any issue voted upon.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes have not and will not, and certain series of Term Notes may not, be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Notes (the "Unregistered NotesUNREGISTERED NOTES") are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Issuance Certificate. An interest in the Revolving Notes is being sold in a private placement on the date hereof. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit EXHIBIT A or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, or (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification indt.form.01.wpd shall be in form and substance satisfactory to the Indenture Trustee and the Seller, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the Seller, the Servicer or the Indenture Trustee) satisfactory to the Seller and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will notAt the time of issuance, a Class B Note shall be issued to and certain series retained by the Seller in the aggregate principal amount of Term Notes may not, $400.28 and shall not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Notes Class B Note (the "Unregistered NotesNote") are shall not be transferable other than pursuant to (i) an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in (ii) registration under the related Officer's Issuance CertificateSecurities Act. Unless otherwise provided in registered under the related Officer's Issuance CertificateSecurities Act, no sale, pledge or other transfer of any the Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A EXHIBIT E or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, or (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case case, unless the Seller otherwise directs, (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Seller, and (B) the Indenture Trustee shall require a written opinion Opinion of counsel Counsel (which shall not be at the expense of the Seller, the Servicer or the Indenture Trustee) satisfactory to the Seller and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee shall be obligated hereunder to register any the Unregistered Notes Note under the Securities Act, qualify any the Unregistered Notes Note under the securities laws of any state or provide registration rights to any purchaser or holder thereof.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series of Term Notes may not, be have not been registered under the Securities Act, Act or the securities laws of any other jurisdiction. Consequently, such the Notes (the "Unregistered Notes") are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Issuance CertificateIndenture Supplement. Unless otherwise provided in the related Officer's Issuance Certificate, no No sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Acti) or to an institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Transferor in writing the facts surrounding such transfer, which certification shall be in substantially the form attached to the applicable Indenture Supplement (or the relevant note purchase agreement relating to such Indenture Supplement) or otherwise in form and substance satisfactory to the Indenture Trustee (acting at the direction of the Administrator) and the SellerTransferor, and (B) the Indenture Trustee shall may require a written opinion Opinion of counsel Counsel (which shall not be at the expense of the SellerTransferor, the Servicer or the Indenture Trustee) satisfactory to the Seller Transferor and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided Act and (ii) satisfies the restrictions on transfer set forth in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transferapplicable Indenture Supplement. Neither the Seller Transferor nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. Notwithstanding anything contained in this Indenture or any Indenture Supplement to the contrary, neither the Indenture Trustee nor the Registrar, as the case may be, shall be responsible for ascertaining whether any transfer complies with the registration provisions of or exemptions from the Securities Act, applicable state securities laws, ERISA, the Code or the Investment Company Act.