Transfer of Secured Notes. Any sale, transfer or assignment ------------------------- (including, without limitation, a transfer pursuant to the exercise of remedies with respect to any Secured Note) by the Pass Through Trustee or other Loan Participant, as the case may be, of any Secured Note or of all or any part of its interest hereunder or under the Indenture shall be on the express condition that the purchaser, transferee or assignee, as the case may be, shall agree to be bound by the terms and provisions applicable to the Pass Through Trustee or other Loan Participant, as the case may be, contained in this Participation Agreement, the Secured Notes and the Indenture. The acceptance by any Person of any Secured Note shall constitute such Person's agreement to be bound by the terms and provisions of this Participation Agreement and the Indenture. No Pass Through Trustee or other Loan Participant, as the case may be, will make any such sale, transfer or assignment to any Person unless such Person delivers to the Charterer, the Owner Trustee, the Indenture Trustee and the Owner Participant (i) a written representation and warranty by such Person and an - opinion of counsel reasonably satisfactory to the Charterer, the Owner Trustee and the Owner Participant to the effect that such sale, transfer or assignment to, and the holding of any such interest by, such Person (1) will not result in - a "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the Code, or (2) are covered by an exemption contained in ERISA or an - administrative exemption adopted thereunder and (ii) a written undertaking by -- such Person that is substantially identical to the covenant made by the Pass Through Trustee or other Loan Participant, as the case may be, in this Section 11.3(a) (including this clause (ii)).
Transfer of Secured Notes. Any sale, transfer or assignment ------------------------- (including, without limitation, a transfer pursuant to the exercise of remedies with respect to any Secured Note) by the Pass Through Trustee or other Loan Participant, as the case may be, of any Secured Note or of all or any part of its interest hereunder or under the Indenture shall be on the express condition that the purchaser, transferee or assignee, as the case may be, shall agree to be bound by the terms and provisions applicable to the Pass Through Trustee or other Loan Participant, as the case may be, contained in this Participation Agreement, the Secured Notes and the Indenture. The acceptance by any Person of any Secured Note shall constitute such Person's agreement to be bound by the terms and provisions of this Participation Agreement and the Indenture. No Pass Through Trustee or other Loan Participant, as the case may be, will make any such sale, transfer or assignment to any Person unless such Person delivers to the Lessee, the Owner Trustee, the Indenture Trustee and the Owner Participant (i) a written - representation and warranty by such Person and an opinion of counsel reasonably satisfactory to the Lessee, the Owner Trustee and the Owner Participant to the effect that such sale, transfer or assignment to, and the holding of any such interest by, such Person (1) will not result in a "prohibited transaction" as - defined in Section 406 of ERISA or Section 4975 of the Code, or (2) are covered - by an exemption contained in ERISA or an administrative exemption adopted thereunder and (ii) a written undertaking by such Person that is substantially -- identical to the covenant made by the Pass Through Trustee or other Loan Participant, as the case may be, in this Section 11.3(a) (including this clause (ii)).
