Transfer of Class C Notes. No Class C Note may be sold, transferred, assigned or conveyed (each, a "Transfer") unless the Indenture Trustee and the Transferor are provided with an Opinion of Counsel that such Transfer will not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes. If an Opinion of Counsel has been so provided, Class C Notes may be transferred subject to the conditions set forth in this Section. Upon receipt by the Indenture Trustee, as Transfer Agent and Registrar, of (A) such holder's Class C Notes properly endorsed for assignment to the transferee, (B) the Opinion of Counsel discussed above in this clause and (C) a certificate in the form of Exhibit G hereof given by the prospective transferee of such beneficial interest stating (1) that the transfer of such interest has been made in accordance with the applicable restrictions in this Series 2002-1 Indenture Supplement, including that the transferee either (x) xx x QIB or (y) is not a U.S. Person and such transfer is being made pursuant to Rule 903 or 904 under Regulation S and (2) the transferee is not an employee benefit plan (as defined in Section 3(3) of ERISA), or any plan described in Section 4975(e)(1) of the Code or an entity whose underlying assets include "plan assets" by reason of an employee benefit plan's or plan's investment in the entity, or any other "benefit plan investor" (as defined in 29 C.F.R. Section 2510.3-101(f)(2) (each such person described in (2)(x), a "Benefit Plan Investor").
Transfer of Class C Notes. If the Note Owner of an interest in a Class C Note, whether such Class C Note is a Rule 144A Global Note or a Regulation S Global Note, wishes at any time to transfer its beneficial interest in such Note to a Person who wishes to take delivery thereof, such Note Owner may transfer or cause the transfer of such beneficial interest in such Class C Note only upon compliance with, in addition to the applicable transfer restrictions set forth in Sections 2.4(d)(i) through (iv) above, the provisions of this Section 2.4(d)(v). In addition to the applicable transfer restrictions set forth above in Sections 2.4(d)(i) through (iv), the transferee of a Class C Note must deliver to the Note Registrar at its Corporate Trust Office a Class C Investor Representation Letter in the form of Exhibit M hereto in which the transferee represents, warrants and covenants that: (A) it is a “United States person” within the meaning of section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”) or is a non-United States person who will hold the Class C Notes in connection with the conduct of a trade or business in the United States and will deliver to the Issuer and Note Registrar a properly executed Form W-8ECI in connection with its acquisition of the Class C Notes and at such other times as reasonably required by the Issuer or Note Registrar or as required by law, (B) it is a Qualified Institutional Buyer (as defined in Rule 144A), (C) it is purchasing the Class C Notes, in an authorized denomination, for its own account as the sole beneficial owner, (D) it has not acquired, and will not transfer or offer to transfer, the Class C Notes through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of section 7704(b) of the Code and (E) either it is not, for federal income tax purposes, a partnership, grantor trust, or subchapter S corporation (as defined in the Code) (any such entity, a “pass-through entity”) or it is a pass-through entity and less than 50 percent of the value of each beneficial ownership interest in such pass-through entity (including for this purpose any contract or financial instrument the value of which is determined in whole or in part by reference to such pass-through entity (including the amount of distributions, the value of assets, or the result of operations)) is attributable to the Class C Notes.
