Transfer Restrictions on Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such 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 the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, 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 Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuing Entity, the Indenture Trustee and WOAR in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuing Entity and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, 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 WOAR or World Omni. WOAR shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained 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 Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, WOAR and World Omni (in any capacity) 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.
Transfer Restrictions on Notes. (a) No transfer of any Note or any interest therein (including, without limitation, by pledge or hypothecation) shall be made except in compliance with the restrictions on transfer set forth in this Section 2.4 (including the applicable legend to be set forth on the face of each Note as provided in the Exhibits to this Indenture). Any resale, pledge or other transfer of any of the Notes contrary to the restrictions set forth above and elsewhere in this Indenture shall be deemed void ab initio by the Issuer and Indenture Trustee.
Transfer Restrictions on Notes. (a) [Reserved]
Transfer Restrictions on Notes. “Notwithstanding any other provision of this Base Indenture or Series Supplement with respect to the Series 2015-1 Notes (the “Series 2015-1 Supplement”) to the contrary, (i) any Series 2015-1 Note or any interest in a Series 2015-1 Note may be offered, sold, pledged or otherwise transferred (A) to a transferee that is not a Qualified Purchaser or (B) outside the United States to a transferee that is a “U.S. Resident” as defined for purposes of the 1940 Act, provided in each case that such transferee otherwise meets the applicable requirements for a transferee with respect to such Series 2015-1 Note (or interest therein) set forth in the Series 2015-1 Supplement and (ii) the Master Issuer shall not be required to take any actions (including, for the avoidance of doubt, the actions specified in Section 4.5 of the Series 2015-1 Supplement) to ensure that the Series 2015-1 Notes (or any interest therein) are not offered, sold, pledged or otherwise transferred to transferees that are (A) not Qualified Purchasers or (B) in the case of transfers outside the United States, “U.S. Residents” as defined for purposes of the 1940 Act.”
