Common use of Transfer Restrictions Clause in Contracts

Transfer Restrictions. (a) As of the date of this Indenture, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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. (a) As of the date of this Indenture, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 the Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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. (a) As The Securities may only be disposed of the date of this Indenture, the Class B Notes have not been registered under the Securities Act in compliance with state and will not be listed on federal securities laws. In connection with any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made Securities other than pursuant to an effective registration statement or Rule 144 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion to the Company or to an Affiliate of Counsel shall not be an expense of the Issuera Warrant Holder, the Owner Trustee or Company may require the Indenture Trustee (unless it is the transferee from whom such opinion is transferor thereof to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder the Company an opinion of counsel selected by the transferor and any prospective transferee designated by any such Noteholder information regarding reasonably acceptable to the Class B Notes Company, the form and the Receivables and such other information as substance of which opinion shall be necessary reasonably satisfactory to satisfy the condition Company, to eligibility set forth in Rule 144A(d)(4) for the effect that such transfer does not require registration of any Class B Notes without registration thereof such transferred Securities under the Securities Act pursuant Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement. The Warrant Holders agree to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such imprinting of a transfer shalllegend on any of the Securities in the following form: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, and does hereby agree toAS AMENDED (THE “SECURITIES ACT”), indemnify the IssuerAND, the Owner TrusteeACCORDINGLY, the Indenture TrusteeMAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, the Depositor and TMCC (in any capacityOR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities lawsUNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Transfer Restrictions. Each Holder acknowledges and agrees that the following legend shall be imprinted on any certificate or book-entry security entitlement evidencing any of the Registrable Shares to the extent that at the time of issuance such Registrable Shares are not covered by an effective Registration Statement: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. This legend shall be removed by the Company from any certificate or book-entry security entitlement evidencing the Registrable Shares upon delivery by the holder thereof to the Company of a written request to that effect if at the time of such written request (a) As of the date of this Indenture, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act is at that time in effect with respect to the legended security, or (b) the legended security can be transferred in a transaction in compliance with Rule 144, and, in the case of (b), upon the request and any applicable state securities laws or in the reasonable discretion of the Company’s transfer agent, the Holder of such Registrable Shares executes and delivers a representation letter that includes customary representations regarding the holding requirements and whether such Holder is exempt from an “affiliate” for purposes of Rule 144. The Company represents and warrants to the registration requirements Holders that the Company is not currently a shell company (as defined in Rule 405 promulgated 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”Act). 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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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. Until the Right of Repurchase lapses, Recipient shall not transfer, assign, encumber or otherwise dispose of or gxxxx x xxxx in or to any Restricted Shares or Additional Securities, without the prior written consent of the Company. Prior to the Right of Repurchase lapsing, Recipient may transfer Restricted Shares and Additional Securities (a) As by beneficiary designation, will or intestate succession, or (b) to Recipient’s spouse, children or grandchildren or to a trust established by Recipient for the benefit of Recipient or Recipient’s spouse, children or grandchildren (each, a “Permitted Transfer”). If Recipient makes such a Permitted Transfer of any Restricted Shares or Additional Securities, then this Section 2 shall apply to the date of this Indenture, transferee to the Class B Notes have not been registered under the Securities Act and will same extent as to Recipient. The Company shall not be listed required (i) to transfer on its books any exchange. Unless and until the Class B Notes Restricted Shares or Additional Securities which have been sold pursuant to a transaction registered under the Securities Act, no transfer or transferred in violation of the Class B Notes 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 Issuer, the Indenture Trustee provisions of this Agreement (and the Depositor Company may issue appropriate “stop transfer” instructions to its transfer agent accordingly) or (ii) to treat as the owner of the Restricted Shares or Additional Securities, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom the Restricted Shares or Additional Securities have been transferred in writing contravention of this Agreement. All certificates representing the facts surrounding Restricted Shares or Additional Securities shall have endorsed thereon the transfer in substantially the forms following legend: “The shares represented by this certificate are subject to potential forfeiture and to restrictions upon transfer, including certain options to purchase such shares, set forth in Exhibit D (an agreement between the “Transferor Certificate”) and Exhibit E (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 Issuer issuer and the Indenture Trustee an Opinion registered holder, a copy of Counsel that such transfer may be made pursuant to an exemption from which is on file at the Securities Act, which Opinion of Counsel shall not be an expense principal office of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom issuer corporation and will be furnished upon request to such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsregistered holder.”

Transfer Restrictions. (a) As of From the date of this IndentureAgreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 5, except for the purchase and sale of the Purchased Shares contemplated by this Agreement, no Seller shall Transfer (as defined below) (or cause or permit the Transfer of) any of its Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Rights or enter into any agreement relating thereto, except with Buyer’s prior written consent; provided that a Seller may Transfer any of its Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Rights to a controlled Affiliate that is eligible to deliver an IRS Form W-9 establishing a complete exemption from U.S. federal withholding tax (including backup withholding) if, as a precondition to such Transfer, such controlled Affiliate transferee agrees in writing to be bound by the terms of, and to assume all of the obligations of such Seller under, this Agreement by executing and delivering a joinder agreement in form and substance reasonably acceptable to Buyer (any such controlled Affiliate upon completion of the Transfer, a “Transferee” and the transferring Seller, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment LetterTransferor”). Except Any Transfer or attempted Transfer of any such Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Rights in violation of this Section 4.3 shall be null and void and of no effect whatsoever. A Person will be deemed to have effected a transfer pursuant to Rule 144A “Transfer” of a Pre-Exchange Equity Interest, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Right if such Person, whether voluntarily or involuntarily, directly or indirectly (a) sells, pledges, assigns, gifts, grants an option with respect to, transfers, exchanges, tenders or disposes (by merger, by testamentary disposition, by operation of Law or otherwise) of a transfer to the Depositor Pre-Exchange Equity Interest, Purchased Share, TRA Right or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer 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 any interest in any of the Issuerforegoing (other than the Exchange), the Owner Trustee (b) creates or the Indenture Trustee (unless it is the transferee from whom such opinion is permits to be obtained) or of the Depositor or TMCC. The Depositor shall provide to exist any Noteholder security interests, claims, liens and any prospective transferee designated by any such Noteholder information regarding the Class B 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 encumbrances of any Class B Notes without registration thereof under the Securities Act nature, including any rights of third parties in or to such interests (other than 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 IssuerTax Receivable Agreement, the Owner Trustee, Holdings LLC Agreement or the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the Stockholders Agreement or restrictions on transfer is not so exempt or is not made in accordance with under applicable federal and state securities lawsLaws), (c) deposits any of the Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Rights into a voting trust or enters into a voting agreement or arrangement or grants any proxy, power of attorney or other authorization with respect thereto that, in each case, is inconsistent with this Agreement, or (d) agrees or commits (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) through (c).

Transfer Restrictions. (a) As of From the date of this IndentureAgreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 5, except for the purchase and sale of the Purchased Shares contemplated by this Agreement, Seller shall not Transfer (as defined below) (or cause or permit the Transfer of) any of its Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Rights or enter into any agreement relating thereto, except with Buyer’s prior written consent; provided that Seller may Transfer any of its Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Rights to a controlled Affiliate that is eligible to deliver an IRS Form W-9 establishing a complete exemption from U.S. federal withholding tax (including backup withholding) if, as a precondition to such Transfer, such controlled Affiliate transferee agrees in writing to be bound by the terms of, and to assume all of the obligations of Seller under, this Agreement by executing and delivering a joinder agreement in form and substance reasonably acceptable to Buyer (any such controlled Affiliate upon completion of the Transfer, a “Transferee” and Seller, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment LetterTransferor”). Except Any Transfer or attempted Transfer of any such Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Rights in violation of this Section 4.3 shall be null and void and of no effect whatsoever. A Person will be deemed to have effected a transfer pursuant to Rule 144A “Transfer” of a Pre-Exchange Equity Interest, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Right if such Person, whether voluntarily or involuntarily, directly or indirectly (a) sells, pledges, assigns, gifts, grants an option with respect to, transfers, exchanges, tenders or disposes (by merger, by testamentary disposition, by operation of Law or otherwise) of a transfer to the Depositor Pre-Exchange Equity Interest, Purchased Share, TRA Right or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer 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 any interest in any of the Issuerforegoing (other than the Exchange), the Owner Trustee (b) creates or the Indenture Trustee (unless it is the transferee from whom such opinion is permits to be obtained) or of the Depositor or TMCC. The Depositor shall provide to exist any Noteholder security interests, claims, liens and any prospective transferee designated by any such Noteholder information regarding the Class B 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 encumbrances of any Class B Notes without registration thereof under the Securities Act nature, including any rights of third parties in or to such interests (other than 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 IssuerTax Receivable Agreement, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the Holdings LLC Agreement or restrictions on transfer is not so exempt or is not made in accordance with under applicable federal and state securities lawsLaws), (c) deposits any of the Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Rights into a voting trust or enters into a voting agreement or arrangement or grants any proxy, power of attorney or other authorization with respect thereto that, in each case, is inconsistent with this Agreement, or (d) agrees or commits (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) through (c).

Transfer Restrictions. (a) As If, at the time of the date surrender of this IndentureWarrant in connection with any transfer of this Warrant, the Class B Notes have not been registered under the Securities Act and will transfer of this Warrant shall not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction either (i) registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any under applicable state securities or blue sky laws or is exempt from (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provide to the Company an opinion of counsel selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration requirements of such transferred Warrant under the Securities Act of 1933, as amended. Upon such surrender and, if required, such payment, the Company shall execute and deliver or cause to be executed and delivered a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer instrument of assignment, and shall issue to the Depositor assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. The Company shall register or cause to be registered this Warrant, upon records to be maintained by the Depositor to an Affiliate thereofCompany or Warrant Agent for that purpose, in the event that a transfer is name of the record Holder hereof from time to be made in reliance upon an exemption from time. The Company or Warrant Agent may deem and treat the Securities Act and state securities laws, in order to assure compliance with registered Holder of this Warrant as the Securities Act and such laws, absolute owner hereof for the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify purpose of any exercise hereof or any distribution to the IssuerHolder, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer for all other purposes, absent actual notice to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawscontrary.

Transfer Restrictions. (a) As The Securities may only be disposed of the date of this Indenture, the Class B Notes have not been registered under the Securities Act in compliance with state and will not be listed on federal securities laws. In connection with any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement. The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following form: [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [EXERCISABLE] [CONVERTIBLE]] HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and the Registration Rights Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if the Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of any applicable state securities laws or is exempt from the registration requirements required prospectus supplement under Rule 424(b)(3) 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 other applicable provision of the Securities Act and state securities laws, in order to assure compliance with appropriately amend the Securities Act and such laws, list of Selling Stockholders thereunder. Certificates evidencing the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee Underlying Shares shall each certify to not contain any legend (including the Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms legend set forth in Exhibit D Section 4.1(b) hereof): (i) while a registration statement (including the “Transferor Certificate”Registration Statement) and Exhibit E (covering 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 Issuer and the Indenture Trustee an Opinion resale of Counsel that such transfer may be made pursuant to an exemption from security is effective under the Securities Act, which Opinion or (ii) following any sale of Counsel shall such Underlying Shares pursuant to Rule 144, or (iii) if such Underlying Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not be an expense required under applicable requirements of the IssuerSecurities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly after the Effective Date if required by the Company’s transfer agent to effect the removal of the legend hereunder. If all or any portion of a Debenture or Warrant is converted or exercised (as applicable) at a time when there is an effective registration statement to cover the resale of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144(k) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 4.1(c), it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such third Trading Day, the Owner Trustee “Legend Removal Date”), deliver or the Indenture Trustee (unless it is the transferee from whom such opinion is cause to be obtained) delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding Company that enlarge the Class B Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility restrictions on transfer set forth in Rule 144A(d)(4this Section. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System. In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Underlying Shares (based on the VWAP of the Common Stock on the date such Securities are submitted to the Company’s transfer agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day (increasing to $20 per Trading Day 5 Trading Days after such damages have begun to accrue) for transfer each Trading Day after the Legend Removal Date until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Company’s failure to deliver certificates representing any Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. Each Purchaser, severally and not jointly with the other Purchasers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance that the Purchaser will sell any Class B Notes without Securities pursuant to either the registration thereof under requirements of the Securities Act Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsplan of distribution set forth therein.

Transfer Restrictions. (a) As Before any proposed sale, pledge, or transfer of any of this Warrant or any Shares issuable upon exercise of this Warrant (the Warrant and the Shares Issuable upon Exercise of the date of this IndentureWarrant shall be collectively referred to herein as “Restricted Securities”), the Class B Notes have not been registered unless there is in effect a registration statement under the Securities Act covering the proposed transaction, Holder shall give notice to the Company of Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at Holder’s expense by either (i) a written opinion of legal counsel of recognized standing who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be listed on taken with respect thereto; or (iii) any exchange. Unless and until other evidence reasonably satisfactory to counsel to the Class B Notes have been sold pursuant Company to a transaction registered the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, no whereupon Holder shall be entitled to sell, pledge, or transfer the securities in accordance with the terms of the Class B Notes notice given by Holder to the Company. The Company will not require such a legal opinion or “no action” letter (i) in any transaction in compliance with SEC Rule 144, if available, or (ii) in any transaction in which Holder distributes the Warrant or Shares to an Affiliate of such Holder for no consideration. Each certificate evidencing the Restricted Securities transferred as above provided shall be made unless bear, except if such transfer is made pursuant to an effective registration statement under SEC Rule 144, 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 appropriate restrictive legend(s) set forth above 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsextent applicable.

Transfer Restrictions. Each Holder acknowledges and agrees that the following legend shall be imprinted on any certificate or book-entry security entitlement evidencing any of the Registrable Securities to the extent that at the time of issuance such Registrable Securities are not covered by an effective Registration Statement: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. This legend shall be removed by the Company from any certificate or book-entry security entitlement evidencing the Registrable Securities upon delivery by the holder thereof to the Company of a written request to that effect if at the time of such written request (a) As of the date of this Indenture, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act is at that time in effect with respect to the legended security, or (b) the legended security can be transferred in a transaction in compliance with Rule 144, and, in the case of (b), upon the request and any applicable state securities laws or in the reasonable discretion of the Company’s transfer agent, the holder of such Registrable Securities executes and delivers a representation letter that includes customary representations regarding the holding requirements and whether such holder is exempt from an “affiliate” for purposes of Rule 144. The Company represents and warrants to the registration requirements Purchasers that the Company is not currently a shell company (as defined in Rule 405 promulgated 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”Act). 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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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. (a) As The Securities may only be disposed of in compliance with state and federal securities laws to the date of this Indenture, extent applicable and the Class B Notes have not been registered under the Israeli Securities Act and will not be listed on Laws. In connection with any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act or is not otherwise being transferred in violation of the Israeli Securities Laws. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement, other than with respect to such rights which are explicitly denoted in this Agreement as being non-transferable rights. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and any applicable state securities laws or is exempt from who agrees to be bound by the registration requirements provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor pledgees or by secured parties, it being clarified however that any rights under this Agreement which are explicitly denoted as being non-transferable rights shall not accrue to the Depositor pledgees or secured parties. Such a pledge or transfer would not be subject to an Affiliate thereofapproval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At 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 lawsappropriate Purchaser’s expense, the Noteholder desiring to effect Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsSecurities.

Transfer Restrictions. (a) As The Securities may only be disposed of the date of this Indenture, the Class B Notes have not been registered under the Securities Act in compliance with state and will not be listed on federal securities laws. In connection with any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement. The Purchasers agree to the imprinting, so long as is required by this Section 7.1, of a legend on any of the Securities in substantially the following form: NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE] HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities. Certificates evidencing the Underlying Shares shall not contain any applicable state securities laws or legend: (i) while a registration statement covering the resale of such security is exempt from the registration requirements effective under the Securities Act and Act, (ii) following any sale of such state securities laws. Except in a transfer Underlying Shares pursuant to Rule 144A 144, (iii) if such Underlying Shares are eligible for sale under Rule 144 or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a transfer legal opinion to the Depositor or Transfer Agent promptly if required by the Depositor Transfer Agent to effect the removal of the legend hereunder. If all or any portion of a Note is converted or Warrant is exercised at a time when there is an Affiliate thereofeffective registration statement to cover the resale of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 7.1, it will, no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends, in addition, the Company shall deliver such Purchaser a copy of such opinion, the instruction letter to the Transfer Agent, the resolution of the Board of Directors authorizing the Transaction Documents and any additional supporting documentation requested by the Purchaser as may be requested by the Purchaser in order to deposit Underlying Shares in accounts with its prime broker (or other brokerage account); provided, however, in the event that a transfer the restrictive legend on such certificate is being removed pursuant to be made Rule 144 or such Underlying Shares as first being issued without legend in reliance upon an exemption from on Rule 144, such Purchaser shall, at the Securities Act time of delivery of such certificates to the Company or Transfer Agent, represent to the Company and state securities laws, in order Company Counsel that (i) it intends to assure compliance with sell such Underlying Shares prior to the Securities Act filing date of the Company’s next period report and (ii) if such Underlying Shares are not sold by such filing date and such laws, the Noteholder desiring to effect Underlying Shares are no longer eligible for resale under Rule 144 such transfer and Purchaser will deliver such Noteholder’s prospective transferee shall each certify shares to the Issuer, Transfer Agent or Company to have the Indenture Trustee and restrictive legend placed back on such certificates representing such Underlying Shares. The Company may not make any notation on its records or give instructions to the Depositor in writing Transfer Agent that enlarge the facts surrounding the restrictions on transfer in substantially the forms set forth in Exhibit D (this Section 7.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the “Transferor Certificate”) and Exhibit E (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer Transfer Agent to the Depositor or Purchaser by crediting the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer 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 account of the Issuer, Purchaser’s prime broker with the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom Depository Trust Company System as directed by such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsPurchaser.

Transfer Restrictions. (ai) As If a Purchaser should decide to dispose of any of the date of this IndentureSecurities, the Class B Notes have not been registered under the Securities Act such Purchaser understands and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made agrees that it may do so only pursuant to an effective registration statement under the Securities Act and or as set forth below: (i) to the Company, (ii) to any applicable state securities laws or is exempt from the registration requirements Person reasonably believed by such Purchaser to be a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act and such state securities laws. Except Act) in a transfer pursuant to compliance with 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 under the Securities Act and state securities lawsAct, 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”iii) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from registration set forth in Rule 144 under the Securities Act, which Opinion of Counsel shall not (iv) to any Person who is reasonably believed by such Purchaser to be an expense "accredited investor" (as defined in Rule 501(a) under the Securities Act) and that, prior to such transfer, furnishes to the Purchaser and the Company a signed letter confirming its status as an accredited investor and agreeing to the restrictions on transfer of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility Securities set forth in Rule 144A(d)(4this Agreement or (v) for to any Affiliate of such Purchaser pursuant to an applicable exemption under the Securities Act. In connection with any transfer of any Class B Notes without Securities other than (i) any transfer pursuant to an effective registration thereof statement or (ii) any transfer by a qualified institutional buyer (as defined in Rule 144A under the Securities Act) pursuant to clause (i) or (ii) above, the Company may require that the transferor of any such Securities provide to the Company an opinion of counsel experienced in the area of United States securities laws selected by the transferor (which may include in-house counsel of a transferor), which counsel shall be and the form and substance of which opinion shall be, reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Securities under the Securities Act or any State securities laws. In connection with any transfer 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 Issuerclause (ii) above, the Owner TrusteeCompany may request reasonable certification as to the status of the transferor's transferee as a qualified institutional buyer. Each Purchaser agrees to the imprinting, so long as appropriate, (i) on the Indenture TrusteeSenior Notes of the first legend set forth on the form of Senior Note included as Exhibit B hereto, (ii) on the Depositor Warrants of the first legend set forth on the form of Warrant included as Exhibit D hereto and TMCC (iii) on certificates representing the Series A Preferred Stock and the Common Stock issuable (x) upon exercise of the Warrants or (y) pursuant to Section 6(b) of the Senior Notes and/or Section 2(b) of the Certificate of Designations, a legend substantially similar to the foregoing legends. The legends set forth above may be removed if and when the applicable Securities are disposed of pursuant to an effective registration statement under the Securities Act or in the opinion of counsel to the Company experienced in the area of United States securities laws such legend is no longer required under applicable requirements of the Securities Act. The Senior Notes, Warrants and certificates evidencing the Series A Preferred Stock and Common Stock referred to in clauses (i), (ii) and (iii) above also shall bear any capacity) against any liability that may result if the transfer is not so exempt other legends required by applicable federal or is not made in accordance with federal and state securities laws, which legends may be removed when, in the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide each Purchaser, upon request, with a substitute document evidencing the Securities not bearing such legend at such time as such legend is no longer applicable.

Transfer Restrictions. (a) As Every Security that bears or is required under this Section 2.10(a) to bear the legend set forth in this Section 2.10(a) (together with any Common Stock issued upon conversion of the Securities and required to bear the legend set forth in Section 2.10(b), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.10(a) (including the legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company, and the Holder of each such Restricted Security, by such Xxxxxx’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.10(a) and Section 2.10(b), the term “transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until the date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after the last date of this Indentureoriginal issuance of the Securities or such shorter period of time as permitted by Rule 144 under the Securities Act or any successor provision thereto and (2) such later date, if any, as may be required by applicable law, any certificate evidencing such Security (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof which shall bear the Class B Notes legend set forth in Section 2.10(b), if applicable) shall bear a legend in substantially the following form (unless such Securities have not been registered transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and will not that continues to be listed on any exchange. Unless and until effective at the Class B Notes have been time of such transfer, or sold pursuant to a transaction registered the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, no transfer of or unless otherwise agreed by the Class B Notes 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 Company in a transfer pursuant to Rule 144A or a transfer writing, with written notice thereof to the Depositor or by the Depositor to an Affiliate thereofTrustee): THIS SECURITY AND THE COMMON STOCK, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities lawsIF ANY, in order to assure compliance with the Securities Act and such lawsISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D AS AMENDED (the THE “Transferor Certificate”) and Exhibit E (the “Investment LetterSECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereofBY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, there shall also be delivered to the Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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.THE ACQUIRER:

Transfer Restrictions. (a) As of the date The holder of this Indenture, Warrant acknowledges that this Warrant and the Class B Notes Warrant Shares have not been registered under the Securities Act Act, and will agrees not be listed on to offer, sell, pledge, transfer or otherwise dispose of (or solicit any exchange. Unless and until the Class B Notes have been sold pursuant offers to buy, purchase or otherwise acquire or take a transaction registered under pledge of) this Warrant or any Warrant Shares issued upon its exercise except in compliance with the Securities Act, no applicable state securities laws and the respective rules and regulations promulgated thereunder. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the Class B Notes Warrant Shares, this Warrant or the Warrant Shares, as applicable, shall not be made unless such transfer is made pursuant to an effective registration statement registered under the Securities Act and any under applicable state securities laws or blue sky laws, Orthovita may require, as a condition of allowing such transfer that the holder or transferee of this Warrant or the Warrant Shares as the case may be, furnish to Orthovita the Notice of Assignment Form attached hereto as Exhibit B and a written opinion of counsel that is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant reasonably acceptable to Rule 144A or a transfer Orthovita 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof under the Securities Act pursuant and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to Orthovita an investment letter in form and substance acceptable to Orthovita and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. Each certificate or other instrument for Warrant Shares issued upon the exercise of this Warrant shall bear a legend substantially to the registration exemption provided by Rule 144A. Each Noteholder desiring foregoing effect. The holder of this Warrant must obtain the prior written consent of Orthovita in order to effect such a transfer shall, and does hereby agree to, indemnify Warrants representing the Issuer, right to purchase fewer than the Owner Trustee, lesser of (x) 50,000 Warrant Shares or (y) the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the transfer number of Warrant Shares for which this Warrant is not so exempt or is not made in accordance with federal and state securities lawsthen exercisable.

Transfer Restrictions. (a) As of the date of this Indenture, neither the Class A-1 Notes nor the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class A-1 Notes or the Class B Notes Notes, as applicable, have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class A-1 Notes or the Class B Notes Notes, respectively, 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class A-1 Notes or the Class B Notes Notes, as applicable, 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 Class A-1 Notes or Class B Notes Notes, as applicable, 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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. (a) As Each Holder acknowledges and agrees that the following legend shall be imprinted on any certificate or book-entry security entitlement evidencing any of the date of this IndentureRegistrable Securities, but solely to the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold extent required pursuant to a transaction registered under the Securities Act, no transfer terms of the Class B Notes Purchase Agreement: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. This legend shall be made unless removed by the Company from any certificate or book-entry security entitlement evidencing the Registrable Securities upon delivery by the holder thereof to the Company of a written request to that effect if at the time of such transfer is made pursuant to an effective written request (i) a registration statement under the Securities Act and any applicable state securities laws is in effect with respect to the legended security, or is exempt from (ii) the registration requirements under the Securities Act and such state securities laws. Except legended security can be transferred in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, transaction 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from 144 under the Securities Act, which Opinion and, in the case of Counsel shall not be an expense (ii), upon the request and in the reasonable discretion of the IssuerCompany’s transfer agent, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom holder of such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder Registrable Securities executes and any prospective transferee designated by any such Noteholder information delivers a representation letter that includes customary representations regarding the Class B Notes holding requirements and the Receivables and whether such other information as shall be necessary to satisfy the condition to eligibility set forth in holder is an “affiliate” for purposes of Rule 144A(d)(4) for transfer of any Class B Notes without registration thereof 144 under the Securities Act pursuant Act. Notwithstanding anything in this Agreement to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuercontrary, the Owner Trustee, Company acknowledges and re-affirms its obligations to remove legends from Registrable Securities and/or to issue the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the transfer is not so exempt or is not made same free of legends in accordance with federal the provisions of Section 6.6 of the Purchase Agreement, and state securities lawsnothing in this Agreement shall be construed so as to limit such obligations of the Company as provided in the Purchase Agreement. The Company represents and warrants to the Shareholders that the Company is not currently a shell company (as defined in Rule 405 promulgated under the Securities Act).

Transfer Restrictions. (a) As The Securities may only be disposed of the date of this Indenture, the Class B Notes have not been registered under the Securities Act in compliance with state and will not be listed on federal securities laws. In connection with any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made Securities other than pursuant to an effective registration statement or Rule 144 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion o the Company or to an Affiliate of Counsel shall not be an expense of the Issuera Creditor, the Owner Trustee or Company may require the Indenture Trustee (unless it is the transferee from whom such opinion is transferor thereof to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder the Company an opinion of counsel selected by the transferor and any prospective transferee designated by any such Noteholder information regarding reasonably acceptable to the Class B Notes Company, the form and the Receivables and such other information as substance of which opinion shall be necessary reasonably satisfactory to satisfy the condition Company, to eligibility set forth in Rule 144A(d)(4) for the effect that such transfer of any Class B Notes without does not require registration thereof o such 1 transferred Securities under the Securities Act pursuant Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement. The Creditors agree to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such imprinting of a transfer shalllegend on any of the Securities in the following form: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE)] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, and does hereby agree toAS AMENDED (“THE "SECURITIES ACT"), indemnify the IssuerAND ACCORDINGLY, the Owner TrusteeMAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, the Indenture TrusteeOR IN A. TRANSACTION NOT SUBJECT TO, the Depositor and TMCC (in any capacityTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities lawsUNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Transfer Restrictions. The Holder acknowledges and understands that (ai) As this Note and any Conversion Shares may only be disposed of the date in compliance with state and federal securities laws and (ii) in connection with any transfer of this Indenture, the Class B Notes have not been registered under the Securities Act Note and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made Conversion Shares other than pursuant to an effective registration statement or Rule 144, to the Payor, the Payor may require the transferor thereof to provide to the Payor an opinion of counsel selected by the transferor and reasonably acceptable to the Payor, the form and substance of which opinion shall be reasonably satisfactory to the Payor, to the effect that such transfer does not require registration of such transferred Note or Conversion under the Securities Act Act. Any transfer or purported transfer of this Note or any Conversion Shares in violation of this Section 8(b)8(b) shall be void. The Holder agrees to the imprinting, so long as is required by this Section 8(b), of a legend on any of this Note or any Conversion Shares (and any applicable state securities laws certificates or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A instruments representing this Note 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer any Conversion Shares) in substantially the forms set forth in Exhibit D following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the THE “Transferor Certificate”) and Exhibit E (the “Investment LetterSECURITIES ACT”). 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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities ActAND, which Opinion of Counsel shall not be an expense of the IssuerACCORDINGLY, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 shallMAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, and does hereby agree toOR IN A TRANSACTION NOT SUBJECT TO, indemnify the IssuerTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsTHE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Transfer Restrictions. (a) As If any Purchaser should decide to dispose of the date of this IndenturePreferred Stock or the Conversion Shares held by it, the Class B Notes have not been registered under the Securities Act such Purchaser understands and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made agrees that it may do so only pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt Act, pursuant to an available exemption from the registration requirements of the Securities Act or Rule 144 promulgated under the Securities Act ("Rule 144") or to the Company. In connection with any transfer or disposition of any Preferred Stock or Conversion Shares other than pursuant to an effective registration statement, Rule 144 or to the Company, the Company may require the transferor thereof to provide to the Company a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that such state transfer or disposition does not require registration of such transferred securities laws. Except in a transfer under the Securities Act; provided, however, that if the Preferred Stock or Conversion Shares may be sold pursuant to Rule 144A or a 144(k), no written opinion of counsel shall be required from the Purchaser if such Purchaser provides reasonable assurances that such security can be sold pursuant to Rule 144(k). Notwithstanding the foregoing, the Company hereby consents to and agrees to register any transfer to the Depositor or by the Depositor any Purchaser to an Affiliate thereofof such Purchaser, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the event Securities Act. Any such transferee shall also agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Transaction Documents. In addition, if a Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that a public sale, assignment or transfer is to be made in reliance upon an exemption from of 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 Issuer, the Indenture Trustee Preferred Stock and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer Conversion Shares may be made pursuant to an exemption from without registration under the Securities Act, which Opinion of Counsel shall not or the Purchaser provides the Company with reasonable assurances that the Preferred Stock and the Conversion Shares can be an expense of the Issuersold pursuant to Rule 144(k), the Owner Trustee Company shall permit the transfer. Notwithstanding the foregoing or anything else contained herein to the Indenture Trustee (unless it is contrary, the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B Notes Preferred Stock and the Receivables and such Conversion Shares may be pledged as collateral in connection with a bona fide margin account or other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawslending arrangement.

Transfer Restrictions. (a) As The Securities may only be disposed of the date of this Indenture, the Class B Notes have not been registered under the Securities Act in compliance with state and will not be listed on federal securities laws. In connection with any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act and Act. As a condition of transfer, any applicable state securities laws or such transferee shall agree in writing to be bound by the terms of this Agreement. The Purchasers agree to the imprinting, so long as is exempt from the registration requirements under required by this Section 4.3, of a legend on any of 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, substantially in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities lawsfollowing form: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D AS AMENDED (the THE “Transferor Certificate”) and Exhibit E (the “Investment LetterSECURITIES ACT”). 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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities ActAND, which Opinion of Counsel shall not be an expense of the IssuerACCORDINGLY, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 shallMAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, and does hereby agree toOR IN A TRANSACTION NOT SUBJECT TO, indemnify the IssuerTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsTHE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Transfer Restrictions. (a) As To the extent that any Units (as defined in the limited liability company agreement of Kodiak Gas Services LLC, a Delaware limited liability company (“OpCo”), as it may be amended from time to time (as so amended from time to time, the “OpCo LLCA”)) are transferred to the Corporation or OpCo pursuant to any transaction contemplated by Article IV of the date OpCo LLCA (or any replacement provision thereof) (excluding, for the avoidance of this Indenturedoubt, any issuance of Units by OpCo to the Class B Notes have not been Corporation), then simultaneous with such transfer, an equal number of shares of Series A Preferred Stock registered under in the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer name of the Class B Notes transferor shall automatically and without further action on the part of the Corporation or such transferor 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 transferred to the Depositor or by Corporation and shall no longer be outstanding, and all rights with respect to such share shall automatically cease. The Corporation will at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the Depositor to an Affiliate thereof, in the event that a transfer is to be made in reliance purpose of issuance 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 redemption of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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) Units for transfer of any Class B Notes without registration thereof under the Securities Act Common Stock pursuant to the registration exemption OpCo LLCA, such number of shares of Common Stock that shall be issuable upon any redemption pursuant to the OpCo LLCA; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such redemption of Units pursuant to the OpCo LLCA by Rule 144A. Each Noteholder desiring delivering to effect the holder of Units upon such a transfer shallredemption cash in lieu of shares of Common Stock in the amount permitted by and as provided in the OpCo LLCA. All shares of Common Stock that shall be issued upon any redemption will, and does hereby agree to, indemnify the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the transfer is not so exempt or is not made upon issuance in accordance with federal the OpCo LLCA, be validly issued, fully paid and state securities lawsnonassessable. To the extent the OpCo LLCA is not publicly available, a copy thereof shall be kept on file with the Secretary of the Corporation and be provided free of charge to any stockholder who makes a request therefor.

Transfer Restrictions. (a) As of the date Notwithstanding any other provision --------------------- of this IndentureAgreement, including (without limitation) the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Actprovisions of Exhibit A, no transfer New Stockholder shall (i) pledge, hypothecate or encumber any Securities; (ii) sell, assign, transfer, or otherwise dispose of the Class B Notes shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and or convey ("Transfer") any applicable state securities laws Securities, or is exempt from the registration requirements under the Securities Act and such state securities laws. Except any right, title or interest therein, 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 all applicable state securities laws or (iii) Transfer any Securities, or any right, title or interest therein except for sales of Securities expressly permitted by and in compliance with this Agreement, including (without limitation) Subsection 4.2 and Section 10. Any attempt to Transfer, pledge, hypothecate or encumber Securities, or any right, title or interest therein, not in compliance with this Agreement shall be null and void, and the Company shall not give effect to any such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify attempted transaction or Transfer. Any Securities Transferred pursuant to the Issuerterms and requirements of this Agreement shall be Transferred free and clear of all mortgages, liens, pledges, charges and security interests or encumbrances, or any obligations or liabilities in connection therewith. Each New Stockholder, on the Indenture Trustee execution and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”). Except in a transfer pursuant delivery of this Agreement, agrees that such New Stockholder will not Transfer any Securities prior to Rule 144A or a transfer delivery to the Depositor or by the Depositor to Company of an Affiliate thereof, there shall also be delivered opinion of counsel in form and substance satisfactory to the Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant Company with respect to an exemption from compliance with the Securities Act, which Opinion of Counsel shall not be an expense of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom until a registration statement with respect to such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof Securities under the Securities Act pursuant has become effective. All transferees of Securities will be bound by this Agreement in the same manner and to the registration exemption provided by Rule 144A. Each Noteholder desiring same extent as the transferor and prior to effect such any Transfer must deliver to the Company and the Stockholders a transfer shall, written undertaking to be and does hereby agree to, indemnify the Issuerbecome so bound. Upon completion of any Transfer in compliance with this Agreement, the Owner Trusteetransferee shall become a Stockholder and entitled to the rights hereunder which may be duly and validly assigned to such transferee. A New Stockholder may transfer Securities to a Permitted Transferee provided that such transferee executes a written undertaking to be and becomes bound by this Agreement in the same manner and to the same extent as the transferring New Stockholder; and provided further, that prior to the Indenture Trusteeconsummation of any transaction in which a Permitted Transferee ceases to be an Affiliate of such New Stockholder, such Permitted Transferee shall reconvey all Securities to the Depositor transferring New Stockholder and TMCC (in any capacity) against any liability that the Securities will remain subject to this Agreement. A Permitted Transferee may result if not subsequently transfer the transfer is not so exempt or is not made in accordance with federal and state securities lawsSecurities, except transfers of Securities back to the transferring New Stockholder.

Transfer Restrictions. (a) As Certificates evidencing the Warrant Shares issuable upon exercise of the date of this Indenture, the Class B Notes have Warrants shall not been registered under the contain any Securities Act and will not be listed on any exchange. Unless and until legend: (i) while a registration statement covering the Class B Notes have been sold pursuant to a transaction registered resale of such security is effective under the Securities Act, no transfer (ii) following any sale of such Warrant Shares pursuant to Rule 144, (iii) if such Warrant Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Warrant Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Class B Notes Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall be made unless such transfer cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder. If a Warrant is made pursuant to exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares issuable in respect thereof, or if such Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if such Warrant Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Warrant Shares and without volume or manner-of-sale restrictions or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and any applicable state securities laws pronouncements issued by the staff of the Commission) then such Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is exempt from no longer required under this Section 4.16(c), it will, no later than three Trading Days following the registration requirements under the Securities Act and such state securities laws. Except in delivery by a transfer pursuant to Rule 144A or a transfer Purchaser to the Depositor Company or by the Depositor to an Affiliate thereofTransfer Agent of a certificate representing Warrant Shares issued with a restrictive legend (such third Trading Day, in the event that a transfer is “Legend Removal Date”) deliver or cause to be made in reliance upon an exemption delivered to such Purchaser a certificate representing such shares that is free from the Securities Act all restrictive 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 other legends. The Company may not make any notation on its records or give instructions to the Issuer, Transfer Agent that enlarge the Indenture Trustee and the Depositor in writing the facts surrounding the restrictions on transfer in substantially the forms set forth in Exhibit D (this Section 4. Certificates for such Warrant Shares subject to legend removal hereunder shall be transmitted by the “Transferor Certificate”) and Exhibit E (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer Transfer Agent to the Depositor or Purchaser by crediting the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer 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 account of the Issuer, Purchaser’s prime broker with the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom Depository Trust Company System as directed by such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsPurchaser.

Transfer Restrictions. (a) As of Buyer acknowledges and agrees that the date of this IndentureShares will be sold to Buyer in a sale not involving any public offering, and that the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no subsequent resale or transfer of the Class B Notes shall Shares will be made unless restricted under federal and state securities laws. Each certificate representing the Shares will be stamped or otherwise imprinted with a legend substantially in the following form: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS ENSTAR HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. Each certificate issued upon exchange or transfer of any such Shares will bear the legend set forth above, except that such certificate will not bear such legend (and Seller will cause any such legend to be removed) if (i) such transfer is made pursuant to an effective registration statement under the Securities Act and any of 1933, as amended (the "Securities Act"), or (ii) Seller is provided with an opinion of counsel reasonably satisfactory to Seller to the effect that such transfer of the Shares may be effected without registration under the Securities Act or applicable state securities laws or is exempt from and other jurisdictions and that the transferee (other than an affiliate of Seller) would be entitled to transfer such securities in a public sale without registration requirements under the Securities Act and such state securities lawsAct. 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 Buyer acknowledges 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding there are additional restrictions on the transfer of the Shares contained in substantially Section 4.6 of this Agreement, and that the forms set forth in Exhibit D (certificate(s) evidencing the “Transferor Certificate”) and Exhibit E (the “Investment Letter”)Shares will bear an appropriate legend relating to such additional transfer restrictions. 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 Issuer and the Indenture Trustee an Opinion The foregoing provisions of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel this Section 1.6 shall not be an expense deemed to affect the obligations of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof Seller 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsRegistration Rights Agreement.

Transfer Restrictions. (a) As If any Purchaser should decide to dispose of shares of the date of this IndenturePreferred Stock, the Class B Notes have not been registered under Warrants, the Securities Act Conversion Shares or the Warrant Shares held by it, such Purchaser understands and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made agrees that it may do so only pursuant to an effective registration statement under the Securities Act and any applicable state securities laws Act, to the Company or is exempt pursuant to an available exemption from the registration requirements of the Securities Act or Rule 144 promulgated under the Securities Act ("Rule 144"). The Company shall announce any material non-public information that it legally is required to announce on or prior to the Effectiveness Date (as defined in the Registration Rights Agreement) and shall not enter into any subsequent non-disclosure agreements that would prevent it from announcing any such state securities lawsinformation that otherwise legally could have been announced on or prior to the Effectiveness Date, unless confidential treatment for such information is granted by the Commission. Except in a In connection with any transfer of any shares of the Preferred Stock, Warrants, Conversion Shares or Warrant Shares other than pursuant to an effective registration statement, Rule 144A 144(k) or a transfer to the Depositor or Company, the Company may require the transferor thereof to provide to the Company a written opinion of counsel experienced in the area of United States securities laws selected by the Depositor transferor, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register any transfer by any Purchaser to an Affiliate thereofof such Purchaser or an investment fund or account under common management with such Purchaser, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the event Securities Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Transaction Documents. If a Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that a public sale, assignment or transfer is to be made in reliance upon an exemption from of the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such lawsPreferred Stock, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the IssuerConversion Shares, the Indenture Trustee Warrants and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer Warrant Shares may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Preferred Stock, the Warrants, the Conversion Shares and the Warrant Shares can be sold pursuant to Rule 144 without any restriction as to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such number of securities acquired as of a transfer shall, and does hereby agree to, indemnify the Issuerparticular date that can then be immediately sold, the Owner TrusteeCompany shall permit the transfer, and, in the case of the Conversion Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. Notwithstanding the foregoing or anything else contained herein to the contrary, the Indenture TrusteePreferred Stock, the Depositor Warrants, the Conversion Shares and TMCC (the Warrant Shares may be pledged as collateral in any capacity) against any liability that may result if the transfer is not so exempt connection with a bona fide margin account or is not made in accordance with federal and state securities lawsother lending arrangement.

Transfer Restrictions. (a) As Each Holder acknowledges and agrees to the that the following legend shall be imprinted on any certificate or book-entry security entitlement evidencing any of the date of this IndentureRegistrable Securities: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchangeAS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities ActTHESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, no transfer of the Class B Notes PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. This legend shall be made unless removed by the Company from any certificate or book-entry security entitlement evidencing the Registrable Securities upon delivery by the holder thereof to the Company of a written request to that effect if at the time of such transfer is made pursuant to an effective written request (i) a registration statement under the Securities Act and any applicable state securities laws is at that time in effect with respect to the legended security, or is exempt from (ii) the registration requirements under the Securities Act and such state securities laws. Except legended security can be transferred in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, transaction 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from 144 under the Securities Act, which Opinion and, in the case of Counsel shall not be an expense (ii), upon the request and in the reasonable discretion of the IssuerCompany’s transfer agent, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom holder of such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder Registrable Securities executes and any prospective transferee designated by any such Noteholder information delivers a representation letter that includes customary representations regarding the Class B Notes holding requirements and the Receivables and whether such other information as shall be necessary to satisfy the condition to eligibility set forth in holder is an “affiliate” for purposes of Rule 144A(d)(4) for transfer of any Class B Notes without registration thereof 144 under the Securities Act pursuant Act. The Company represents and warrants to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify Purchasers that the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the transfer Company is not so exempt or is not made currently a shell company (as defined in accordance with federal and state securities lawsRule 405 promulgated under the Securities Act).

Transfer Restrictions. (a) As The Securities may only be disposed of the date of this Indenture, the Class B Notes have not been registered under the Securities Act in compliance with state and will not be listed on federal securities laws. In connection with any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made Securities other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement. The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any applicable state securities laws or is exempt from of the Securities in substantially the following form: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Securities pursuant to either 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of Counsel shall not be an expense distribution set forth therein, and acknowledges that the removal of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee restrictive legend from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B Notes and the Receivables and such other information certificates representing Securities as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any Class B Notes without registration thereof under this Section 4.1 is predicated upon 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsCompany’s reliance upon this understanding.

Transfer Restrictions. (a) As If, at the time of the date surrender of this IndentureWarrant in connection with any transfer of this Warrant, the Class B Notes have not been registered under the Securities Act and will transfer of this Warrant shall not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any under 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 blue sky laws, the Noteholder desiring to effect Company may require, as a condition of allowing such transfer and such Noteholder’s prospective (i) that the Holder or transferee shall each certify of this Warrant, as the case may be, furnish to the IssuerCompany a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions), at the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer Holder’s expense, to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer and the Indenture Trustee an Opinion of Counsel effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act. The Company will provide, at the Company’s expense, such legal opinions in the future as are reasonably necessary for the issuance and resale of the Common Stock issuable upon exercise of this Warrant pursuant to an effective Registration Statement, Rule 144 under the Securities Act or an exemption from registration. In the event that the Common Stock is sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel (at the Company’s expense) to issue to the transfer agent an opinion permitting removal of the legend (indefinitely, if pursuant to Rule 144(k) under the Securities Act, which Opinion of Counsel shall not be an expense or to permit sale of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is shares pursuant to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in provisions under Rule 144A(d)(4) for transfer of any Class B Notes without registration thereof 144 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsAct).

Transfer Restrictions. (a) As of the date of this Indenture, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant Subject to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any compliance with 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 federal and state securities laws, this Warrant and all rights hereunder are transferable, in order whole but not in part, without charge to assure the Holder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsed and in compliance with such provisions, to a Qualified Transferee. "Qualified Transferee" means a proposed transferee that meets all of the Securities Act following requirements: (a) the proposed transferee is an "accredited investor" as such term is defined under Regulation D of the Act; (b) the proposed transferee is not a competitor of the Company, as reasonably determined by the Company; and (c) the Company has not reasonably and in good faith concluded that providing such lawsproposed transferee any information to which a stockholder of the Company is entitled is likely to threaten the proprietary nature of such information or the Company's business objectives or competitive positioning. The Company will maintain a register (the "Warrant Register") containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change its address as shown on the Warrant Register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”)contrary. 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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer This Warrant may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Issuer, the Owner Trustee transferred or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes assigned 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance compliance with all applicable federal and state securities laws.laws by the transferor and the transferee. The Holder further agrees not to make any disposition of all or any portion of this Warrant or any shares of Common Stock or any security into or for which such Common Stock is exchanged unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 7 to the extent such section is then applicable, and:

Transfer Restrictions. (a) As If the Purchaser should decide to dispose of any of the date of this IndentureShares to be purchased by it hereunder (and upon conversion thereof, any Underlying Shares), the Class B Notes have not been registered under the Securities Act Purchaser understands and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made agrees that it may do so only pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt pursuant to an available exemption from the registration requirements of the Securities Act. In connection with any transfer of any Shares other than pursuant to an effective registration statement or to the Company, the Company may require that the transferor of such Shares provide to the Company an opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Shares under the Securities Act and such state or any State securities laws. Except in a transfer The Purchaser agrees to the imprinting, so long as appropriate, of the following legend on certificates representing the Shares: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, THEY MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. IF THE PROPOSED TRANSFER IS TO BE MADE OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AND THE TRANSFER AGENT SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 PROMULGATED UNDER THE SECURITIES ACT. The legend set forth above may be removed if and when the Shares represented by such certificate or the Underlying Shares, as the case may be, are disposed of 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 effective registration statement under the Securities Act or in the opinion of counsel to the Company experienced in the area of United States securities laws such legend is no longer required under applicable requirements of the Securities Act. The stock certificates representing the Shares and the Underlying Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends may be removed when, in order the opinion of counsel to assure compliance with the Securities Act and such Company experienced in the applicable securities laws, such legends are no longer required under the Noteholder desiring to effect applicable requirements of such securities laws. The Company agrees that it will provide the Purchaser, upon request, with a substitute stock certificate or certificates, free from such legend at such time as such legend is no longer applicable. The Purchaser agrees that, in connection with any transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”). Except in a transfer pursuant to Rule 144A of Shares or a transfer to the Depositor or Underlying Shares by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made it pursuant to an exemption from effective registration statement under the Securities Act, which Opinion of Counsel shall not be an expense it will comply with all prospectus delivery requirements of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCCSecurities Act. The Depositor shall provide Company makes no representation, warranty or agreement as to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 availability of any Class B Notes without exemption from registration thereof under the Securities Act pursuant with respect to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the transfer is not so exempt resale of Shares or is not made in accordance with federal and state securities lawsUnderlying Shares.

Transfer Restrictions. Each Holder acknowledges and agrees that the following legend shall be imprinted on any certificate or book-entry security entitlement evidencing any of the Registrable Securities: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. This legend shall be removed by the Company from any certificate or book-entry security entitlement evidencing the Registrable Securities upon delivery by the holder thereof to the Company of a written request to that effect if at the time of such written request (a) As of the date of this Indenture, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws is at that time in effect with respect to the legended security, or is exempt from (b) the registration requirements under the Securities Act and such state securities laws. Except legended security can be transferred in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, transaction 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from 144 under the Securities Act, which Opinion and, in the case of Counsel shall not be an expense (b), upon the request and in the reasonable discretion of the IssuerCompany’s transfer agent, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom holder of such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder Registrable Securities executes and any prospective transferee designated by any such Noteholder information delivers a representation letter that includes customary representations regarding the Class B Notes holding requirements and the Receivables and whether such other information as shall be necessary to satisfy the condition to eligibility set forth in holder is an “affiliate” for purposes of Rule 144A(d)(4) for transfer of any Class B Notes without registration thereof 144 under the Securities Act pursuant Act. The Company represents and warrants to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify Holders that the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the transfer Company is not so exempt or is not made currently a shell company (as defined in accordance with federal and state securities lawsRule 405 promulgated under the Securities Act).

Transfer Restrictions. (a) As The Securities may not be assigned, conveyed or transferred, in whole or in part, by any of the date Purchasers without the prior written consent of this Indenturethe Company, the Class B Notes have which consent shall not been registered under be reasonably withheld. Each Purchaser acknowledges and understands, severally and not jointly, that (i) the Securities Act and will not the Warrant Shares may only be listed on disposed of in compliance with state and federal securities laws and (ii) in connection with any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made Securities or Warrant Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in this Section 4.1, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities or Warrant Shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement. Any transfer or purported transfer of the Securities or the Warrant Shares in violation of this Section 4.1 shall be void. The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities or the Warrant Shares (and any certificates or instruments representing the Securities or the Warrant Shares) in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities and the Warrant Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities or Warrant Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities or Warrant Shares may reasonably request in connection with a pledge or transfer of the Securities and the Warrant Shares, if registered pursuant to Section 4.15 below, the preparation and filing of any applicable state securities laws or is exempt from the registration requirements required prospectus supplement under Rule 424(b)(3) 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 other applicable provision of the Securities Act and state securities laws, in order to assure compliance with appropriately amend the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion list 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsselling stockholders thereunder.

Transfer Restrictions. Each Investor understands that the Company (aor its transfer agent) As may, as a condition to the transfer of the date Shares, require that the request for transfer be accompanied by an opinion of this Indenturecounsel reasonably satisfactory to the Company, to the Class B Notes have effect that the proposed transfer does not been registered under result in a violation of the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered or by Rule 144 under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made pursuant to covered by an effective registration statement under statement. It is understood that the Securities Act certificates evidencing the Shares may bear substantially the following legend: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.” The Company acknowledges and any agrees that an Investor may from time to time pledge, and/or grant a security interest in, some or all of the legended Shares in compliance with 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, pursuant to a bona fide margin agreement in order to assure compliance with a bona fide margin loan with a nationally recognized NASDAQ-member prime broker. Such a pledge would not be subject to approval or consent of the Securities Act Company and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify no legal opinion of legal counsel to the Issuerpledgee, secured party or pledgor shall be required in connection with the Indenture Trustee pledge. No notice shall be required of such pledge, but Investor must notify the Company as promptly as practicable prior to any such subsequent transfer or foreclosure. Each Investor acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Shares or for any agreement, understanding or arrangement between any Investor and its pledgee or secured party. The Company will use commercially reasonable efforts (and in any event, at the Depositor appropriate Investor’s expense) to execute and deliver such reasonable documentation as a pledgee or secured party of Shares may reasonably request in writing connection with a pledge or transfer of the facts surrounding Shares. Each Investor acknowledges and agrees that, except as otherwise provided in Section 7.2, any Shares subject to a pledge or security interest as contemplated by this Section 7.1 shall continue to bear the transfer in substantially the forms legend set forth in Exhibit D (the “Transferor Certificate”) this Section 7.1 and Exhibit E (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer be subject to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer and the Indenture Trustee an Opinion of Counsel that such restrictions on transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsthis Section 7.1.

Transfer Restrictions. (a) As If, at the time of the date physical surrender of this IndentureWarrant in connection with any transfer of this Warrant, the Class B Notes have not been registered under the Securities Act and will transfer of this Warrant shall not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction either (i) registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any under applicable state securities or blue sky laws or is exempt from the registration (ii) eligible for resale without volume or manner-of-sale restrictions or current public information 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from 144 promulgated under the Securities Act, which Opinion the Company may require, as a condition of Counsel shall not be an expense allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, confirm in writing that the representations and warranties of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B Notes and the Receivables and such other information Holder as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for this Warrant are true and correct with respect to the Holder or such transferee, as the case may be, and agree in writing to be bound by the provisions of this Warrant that apply to a “Holder”. This Warrant and any Warrant Shares acquired upon any exercise hereof may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of this Warrant or any Class B Notes without Warrant Shares issued upon exercise of this Warrant other than pursuant to an effective registration thereof statement or Rule 144 promulgated under the Securities Act pursuant Act, to the registration exemption provided by Rule 144A. Each Noteholder desiring Company or to effect such a transfer shall, and does hereby agree to, indemnify an Affiliate of the IssuerHolder, the Owner TrusteeCompany may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the Indenture Trusteeform and substance of which opinion shall be reasonably satisfactory to the Company, to the Depositor and TMCC effect that such transfer does not require registration of such transferred Warrant under the Securities Act. The Holder agrees to the imprinting, so long as is required, of a legend on any of the Warrant Shares issued upon exercise of this Warrant in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (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 lawsTHE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Transfer Restrictions. (a) As a. If any Purchaser should decide to dispose of the date of this IndentureDebentures or the Debenture Shares held by it, the Class B Notes have not been registered under the Securities Act such Purchaser understands and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made agrees that it may do so only pursuant to an effective registration statement under the Securities Act and any applicable state securities laws Act, to the Company or is exempt pursuant to an available exemption from the registration requirements of the Securities Act or Rule 144 promulgated under the Securities Act ("RULE 144"). The Company shall announce any material non-public information that it legally is required to announce on or prior to the Effectiveness Date (as defined in the Registration Rights Agreement) of the registration statement filed pursuant to the Registration Rights Agreement and shall not enter into any subsequent non-disclosure agreements that would prevent it from announcing any such state information that otherwise legally is required to be announced on or prior to the Effectiveness Date, unless confidential treatment for such information is granted by the Commission. In connection with any transfer of any Debentures or Debenture Shares other than pursuant to an effective registration statement, Rule 144 or to the Company, the Company may require the transferor thereof to provide to the Company a written opinion of counsel experienced in the area of United States securities laws. Except laws selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be customary for opinions of counsel in a comparable transactions, to the effect that such transfer does not require registration of such transferred securities under the Securities Act; provided, however, that if the Debentures or Debenture Shares may be sold pursuant to Rule 144A or a 144(k), no written opinion of counsel shall be required from the Purchaser if such Purchaser provides reasonable assurances that such security can be sold pursuant to Rule 144(k). Notwithstanding the foregoing, the Company hereby consents to and agrees to register any transfer to the Depositor or by the Depositor any Purchaser to an Affiliate thereofof such Purchaser, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the event Securities Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Transaction Documents. If a Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that a public sale, assignment or transfer is to be made in reliance upon an exemption from of 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 Issuer, the Indenture Trustee Debentures and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer Debenture Shares may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Debentures and the Debenture Shares can be sold pursuant to Rule 144 without any restriction as to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such number of securities acquired as of a transfer shall, and does hereby agree to, indemnify the Issuerparticular date that can then be immediately sold, the Owner TrusteeCompany shall permit the transfer, and, in the case of the Debenture Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. Notwithstanding the foregoing or anything else contained herein to the contrary, the Indenture Trustee, the Depositor and TMCC (securities may be pledged as collateral in any capacity) against any liability that may result if the transfer is not so exempt connection with a bona fide margin account or is not made in accordance with federal and state securities lawsother lending arrangement.

Transfer Restrictions. (a) As If the Purchaser should decide to dispose of any of the date Shares or any portion of this Indenturethe Warrant to be purchased by it hereunder (and upon conversion or exercise (as the case may be) thereof, any Underlying Shares), the Class B Notes have not been registered under the Securities Act Purchaser understands and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made agrees that it may do so only pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt pursuant to an available exemption from the registration requirements thereof. In connection with any transfer of any Shares or the Warrant other than pursuant to an effective registration statement or to the Company, the Company may require that the transferor of such Shares or Warrant provide to the Company an opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Shares or Warrant under the Securities Act and such or any state securities laws. Except in a transfer pursuant to Rule 144A or a transfer The Purchaser agrees to the Depositor or imprinting, so long as is required by the Depositor to an Affiliate thereofprovisions of this Section 4.1, in of the event that a transfer is to following legend on certificates representing the Shares, the Warrant and the Underlying Shares: NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. The legend set forth above shall be made in reliance removed upon an exemption from the conversion of Shares or the exercise of the Warrant (as the case may be) represented by such certificate at any time after the Underlying Shares Registration Statement has been declared effective under the Securities Act or, if no Underlying Shares Registration Statement is then effective, if in the opinion of counsel to the Company experienced in the area of United States securities laws such legend is no longer required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The certificates representing the Shares, the Warrant and the Underlying Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends shall be removed when not required in order to assure compliance accordance with this Section 4.1. The Company agrees that it will provide the Securities Act and Purchaser, upon request, with a substitute stock certificate or certificates or Warrant (as the case may be), free from such lawslegend at such time as such legend is no longer applicable. The Purchaser agrees that, in connection with any transfer of Shares, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”). Except in a transfer pursuant to Rule 144A Warrant or a transfer to the Depositor or Underlying Shares by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made it pursuant to an exemption from effective registration statement under the Securities Act, which Opinion of Counsel shall not be an expense it will comply with all prospectus delivery requirements of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCCSecurities Act. The Depositor shall provide Company makes no representation, warranty or agreement as to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 availability of any Class B Notes without exemption from registration thereof under the Securities Act pursuant with respect to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuerany resale of Shares, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the transfer is not so exempt Warrant or is not made in accordance with federal and state securities lawsUnderlying Shares.

Transfer Restrictions. (a) As The Securities may only be disposed of the date of this Indenture, the Class B Notes have not been registered under the Securities Act in compliance with applicable state and will not be listed on federal securities Laws. In connection with any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Initial Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act; provided, however, that, at the election of the transferor, the transferor may instead provide the Company with reasonable assurances in the form of a seller and broker representation letter that is customary for the applicable exemption under the Securities Act or the rules and regulations of the SEC thereunder under which such Note (or applicable portion thereof) is to be sold, assigned or transferred and which letter is reasonably acceptable to the Company that the Note can be sold, assigned or transferred in compliance with such exemption; provided, that a representation letter that is in a form agreed to by the Initial Purchaser and the Company shall automatically be deemed reasonably acceptable to the Company, subject to any modifications as may be reasonably requested by the Company or required by applicable state securities laws or is exempt from law. As a condition of transfer, any such transferee shall agree in writing to be bound by the registration requirements under terms of this Agreement applicable to the Securities Act to be transferred thereto and the Registration Rights Agreement and shall have the same rights and obligations as the Initial Purchaser under this Agreement and the Registration Rights Agreement, except where modification of such state securities laws. Except rights or obligations as among the Initial Purchaser and a transferee of Securities is necessary as determined by the Initial Purchaser in its good faith discretion to account for a transfer pursuant to Rule 144A or a transfer to of less than all of the Depositor or Securities held by the Depositor to Initial Purchaser or an Affiliate thereof. As soon as reasonably practicable following the Closing, the Company and Initial Purchaser will cooperate in the event that good faith to agree upon a form of a customary seller and broker representation letter for a transfer is to be made in reliance relying upon an exemption applicable exemptions 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”). Except in a transfer pursuant to registration under Rule 144A 144 or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B Notes and the Receivables and such other information applicable rules and regulations as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsparties mutually determine.

Transfer Restrictions. (a) As Other than the initial purchase occurring on the Closing Date, neither the Private Notes nor any interest therein may be offered or sold except to a Person whom the transferor of the date Private Notes or an interest therein reasonably believes is a Qualified Institutional Buyer ("QIB") purchasing for its own account in accordance with Rule 144A under the Securities Act. Prospective investors in the Private Notes are hereby notified that transferors of this Indenturethe Private Notes are relying on the exemption from the provisions of the Securities Act provided by Rule 144A. Each Private Noteholder and each beneficial owner of the Private Notes, by its acceptance thereof or of such beneficial interest, will be deemed to have represented and agreed as follows: (i) such Holder or owner understands that the Class B Private Notes may be resold only to QIBs pursuant to Rule 144A and that the Private Notes will be available only as beneficial interests in the Rule 144A Global Note; (ii) such Holder or owners understands that the Private Notes are restricted securities and have not been and will not be registered under the Securities Act or any state or other applicable securities law and will that the Private Notes, or any interest or participation therein, may not be listed on any exchange. Unless and until the Class B Notes have been sold offered, sold, pledged or otherwise transferred unless registered pursuant to a transaction registered under the Securities Actto, no transfer of the Class B Notes shall be made unless such transfer is made pursuant to an effective or exempt from registration statement under under, the Securities Act and any other applicable state securities laws law; (iii) such Holder or is exempt from owner acknowledges that none of the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant initial investors has made any representation to Rule 144A or a transfer it with respect to the Depositor offering or by sale of any Private Notes, other than the Depositor to an Affiliate thereof, information contained in the event Private Placement Memorandum (including the exhibit attached thereto) that a transfer has been delivered to it and upon which it is to be made relying in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance making its investment decision with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify respect to the Issuer, Private Notes; (iv) it has had access to such financial and other information concerning the Indenture Trustee and Private Notes as it has deemed necessary in connection with its decision to purchase the Depositor in writing Private Notes; (v) such Holder or owner acknowledges that the facts surrounding the transfer in substantially the forms Private Notes will bear a legend as set forth in the form of Private Note attached as Exhibit D (the “Transferor Certificate”) and G or Exhibit E (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereofH, there shall also be delivered to as applicable, hereto, unless the Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Actdetermines otherwise, which Opinion of Counsel shall not be an expense of the Issuer, the Owner Trustee or the Indenture Trustee consistent with applicable law; (unless vi) if it is the transferee from whom acquiring any Private Note, or any interest or participation therein, as a fiduciary or agent for one or more investor accounts, such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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.Holder or

Transfer Restrictions. (a) As Securities may only be disposed of the date of this Indenture, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws Act, or is exempt pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable federal and state securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, such counsel and the form and substance of which opinion shall be reasonably satisfactory to counsel for the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act, it being understood that no such opinion shall be required upon expiration of the holding period set forth in Rule 144(k) of the Securities Act. Notwithstanding the foregoing, the Company, without requiring a legal opinion as described in the immediately preceding sentence, hereby consents to and agrees to register on the books of the Company and with any transfer agent for the securities of the Company any transfer of Securities by a Purchaser to an Affiliate (as such term is defined in Rule 501(a) under the Securities Act) of such Purchaser, and any transfer among any such Affiliates, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer that it is acquiring the Securities solely for investment purposes (subject to the Depositor or qualifications hereof). Any such transferee shall agree in writing to be bound by the Depositor terms of this Agreement and shall have the rights of the Purchaser under this Agreement and the Registration Rights Agreement. With respect to an Affiliate thereofHIG Investors, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities lawsL.L.C. ("HIG"), in order to assure compliance with the Securities Act and such laws"Affiliate" shall additionally, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuerextent not already included in such definition, mean (A) all lineal descendants of Nichxxxx X. Xxxxxxxx, xxceased, and all spouses and adopted children of such descendants; (B) all trusts for the Indenture Trustee benefit of any person described in clause (A) and the Depositor trustees of such trusts; (C) all legal representatives of any person or trust described in writing the facts surrounding the transfer clauses (A) or (B); (D) all partnerships, corporations, limited liability companies or other entities controlling, controlled by or under common control with any person trust or entity described in substantially the forms set forth in Exhibit D clauses (the “Transferor Certificate”A), (B), (C) and Exhibit E or (the “Investment Letter”D). 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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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. Each Special Warrant Certificate and all Special Warrant Certificates issued in exchange therefor or in substitution therefor, as well as certificates representing the Share Purchase Warrants issuable upon the exercise or deemed exercise of any Special Warrants represented by any such Special Warrant Certificate shall bear the legend set forth below (a) As the “Legend”): “THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. “ provided, that if the Special Warrants, Exchangeable Shares or Share Purchase Warrants are being sold outside the United States in accordance with Rule 904 of the date of this Indenture, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered Regulation S under the Securities Act, no transfer the Legend may be removed by providing a declaration to the Trustee in the form attached as Schedule “B” hereto, or in such other form as the Corporation may from time to time prescribe, to the effect that the sale of the Class B Notes shall be securities is being made unless such transfer is made pursuant to an effective registration statement in compliance with Rule 904 of Regulation S under the United States Securities Act and any of 1933, as amended. In order to ensure compliance with 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 United States securities laws, no direct or indirect transfer or sale of Special Warrants bearing the Legend may be made except 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”). Except in a transfer pursuant to Rule 144A Legend or a transfer to the Depositor or unless otherwise reasonably determined by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is SMTC Canada to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsApplicable Legislation.

Transfer Restrictions. (a) As The Purchaser acknowledges and agrees that the Purchased Shares will bear a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR A SALE PURSUANT TO RULE 144 PROMULGATED THEREUNDER. Upon the earlier of (i) registration for resale pursuant to the Investor Rights Agreement or (ii) the date that the holder of Purchased Shares may resell such Purchased Shares pursuant to Rule 144 without volume or manner of sale restrictions, the Company shall (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent”) irrevocable instructions that the Transfer Agent shall reissue a certificate representing such shares of Class A Common Stock without legends upon receipt by such Transfer Agent of the date of this Indenturelegended certificates for such shares (or, if such shares are not certificated, that the Class B Notes have not been registered under Transfer Agent shall remove such legend from the Securities Act and will not be listed on any exchange. Unless and until book-entry account in which such shares are held), together with, if the Class B Notes have been sold sale is being made pursuant to Rule 144, a transaction registered customary representation by the holder that Rule 144 applies to such shares of Class A Common Stock, and (B) if requested by the Transfer Agent, cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. From and after the earlier of such dates, no transfer upon the holder’s written request, the Company shall promptly, and in any event within three (3) business days of the Class B Notes shall be made unless receipt of such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws certificates (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 thereofrequest, in the event that case of shares not represented by a transfer is certificate), cause certificates evidencing the holder’s Purchased Shares to be made in reliance upon an exemption replaced with certificates which do not bear such restrictive legends (or cause the legend to be removed from the Securities Act and state securities laws, book-entry account in order to assure compliance with the Securities Act and which such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”shares are held). 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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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. This Appendix H is attached to and made a part of this Subscription Agreement with the Subscriber. Capitalized terms not defined herein shall have the meanings assigned to them in this Subscription Agreement. A Subscriber may Transfer its Capital Commitment or Shares (a) As or any portion of either), so long as the transferee satisfies applicable eligibility and/or suitability requirements and the Transfer is otherwise made in accordance with applicable securities, tax, anti-money laundering and other applicable laws and in compliance with the terms of the date Subscription Agreement. No Transfer will be effectuated except by registration of this Indenturethe Transfer on the Fund’s books. Registration of any Transfer on the Fund’s books may be withheld if, in the Class B Notes have not been registered under opinion of counsel (who may be counsel for the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under Fund), such Transfer would violate the Securities Act, no transfer any state (or other jurisdiction) securities or “blue sky” laws applicable to the Fund or the Shares to be Transferred, or any other laws. The Subscriber agrees that it will pay all reasonable expenses, including attorneys’ fees, incurred by the Fund in connection with any Transfer of its Capital Commitment and/or all or any fraction of its Shares, prior to the consummation of such Transfer. Any person that acquires all or any portion of the Class B Notes Shares of the Subscriber in a Transfer permitted under this Appendix H shall be made unless such transfer is made pursuant obligated 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 pay to the Depositor or by Fund the Depositor to an Affiliate thereof, appropriate portion of any amounts thereafter becoming due in respect of the event that a transfer is Capital Commitment committed to be made by its predecessor in reliance upon an exemption interest. The Subscriber agrees that, notwithstanding the Transfer of all or any fraction of its Shares, as between it and the Fund, it shall remain liable for its Capital Commitment, and all obligations under this Subscription Agreement relating thereto (without taking into account the Transfer of all or a fraction of such Shares), prior to the time, if any, when the purchaser, assignee or transferee of such Shares, or fraction thereof, becomes a holder of such Shares. In addition, the Fund will use commercially reasonable efforts to prevent its assets from being deemed to constitute “plan assets” for purposes of ERISA or Section 4975 of the Securities Act and state securities lawsCode. The Fund may reject any Transfer of the Subscriber’s Capital Commitment and/or Shares if the Fund determines, in order its discretion, that such Transfer could (1) result in any portion of the Fund’s assets being considered to assure compliance with be “plan assets” for purposes of ERISA or Section 4975 of the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D Code or (the “Transferor Certificate”2) and Exhibit E (the “Investment Letter”). Except constitute or result in a transfer pursuant to Rule 144A non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a transfer non-exempt violation of any laws similar to the Depositor ERISA or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer 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 Section 4975 of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsCode.

Transfer Restrictions. (a) As of the date of this Indenture, the Class B [_] Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B [_] Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B [_] Notes 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B [_] 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 the Class B [_] 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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. (a) As The Shares may only be disposed of the date of this Indenture, the Class B Notes have not been registered under the Securities Act in compliance with state and will not be listed on federal securities laws. In connection with any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made Shares other than pursuant to an effective registration statement under statement, to the Securities Act Company, to an affiliate of the Purchaser (who is an accredited investor and any applicable state securities laws executes a customary representation letter or who is exempt from not subject to 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 IssuerRegulation S), the Owner TrusteeCompany may require the transferor thereof to provide evidence reasonably satisfactory to the Company that the transfer does not require registration of the transferred Shares under the Securities Act. Any transferee that agrees in writing to be bound by the terms of this Agreement shall have the rights of a Purchaser under this Agreement. Except as required by federal securities laws and the securities law of any state or other jurisdiction within the United States, the Indenture TrusteeShares may be transferred, in whole or in part, by a Purchaser to any person at any time. The Company shall reissue certificates evidencing the Depositor and TMCC (in any capacity) against any liability that may result if Shares upon surrender of certificates evidencing the transfer is not so exempt or is not made Shares being transferred in accordance with federal this Section 5.2(a). Each Purchaser that is a U.S. Person agrees to the imprinting, so long as is required by this Section 5.2(b), of a legend on any of the Shares in substantially the following form: THESE SHARES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT. Certificates evidencing the Shares shall not contain any legend (including the legend set forth in Section 4.7(j) or Section 5.2(b)), (i) following any sale of the Shares pursuant to Rule 144 or pursuant to an effective registration statement, or (ii) if the legend is not required under applicable requirements of the Securities Act (including judicial interpretations and state securities lawspronouncements issued by the Staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Company's transfer agent promptly upon the occurrence of any of the events in clauses (i) or (ii) above to effect the removal of the legend hereunder. Each Purchaser agrees that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 5.2 is predicated upon the Company's reliance on, and such Purchaser's agreement that it will not sell any Shares except pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.

Transfer Restrictions. (a) As Such PSR Shareholder acknowledges and agrees that the shares of Parent Common Stock are subject to restrictions on transfer set forth in this Section 5.4. Such PSR Shareholder agrees not to make any disposition of all or any portion of the date shares of this Indenture, the Class B Notes have not been registered under the Securities Act Parent Common Stock unless and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to until: (i) there is then in effect a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) the transferee (except for transfers in compliance with Rule 144) has agreed in writing to be bound by the terms of this Agreement, such PSR Shareholder shall have notified Parent of the proposed disposition and shall have furnished Parent with a detailed statement of the circumstances surrounding the proposed disposition and if reasonably requested by Parent, such PSR Shareholder shall have furnished Parent with an opinion of counsel, reasonably satisfactory to Parent, that such disposition will not require registration of such shares under the Securities Act. Notwithstanding the provisions of clauses (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such PSR Shareholder to a family member of such PSR Shareholder or trust for the benefit of such PSR Shareholder or family member; provided, however, that in each case the transferee will be subject to the terms of this Agreement to the same extent as if he, she or it were an original PSR Shareholder hereunder. Parent shall be entitled to impose stop transfer instructions with respect to the Parent Common Stock in order to enforce the foregoing restrictions. The certificates representing the Parent Common Stock (when issued pursuant to this Agreement) shall bear the following legend restricting transfer, and such other legends as may be required by any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities lawslaw: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereofTHEY MAY NOT BE SOLD, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities lawsOFFERED FOR SALE, in order to assure compliance with the Securities Act and such lawsPLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THE SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA OR ANY OTHER STATE AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the IssuerUNLESS THE SALE OF SUCH SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”)25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE AND SUCH PROVISIONS OF THE CORPORATIONS CODE OF ANY SUCH OTHER STATE. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereofTHE RIGHTS OF THE HOLDER OF THIS CERTIFICATE ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, there shall also be delivered to the Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities ActUNLESS THE SALE IS SO EXEMPT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN AGREEMENT AND PLAN OF REORGANIZATION DATED NOVEMBER 4, which Opinion of Counsel shall not be an expense of the Issuer2003 BY AND AMONG CRDENTIA CORP., the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCCPSR ACQUISITION CORPORATION, PSR HOLDINGS ACQUISITION CORPORATION, PSR NURSES RECRUITING, INC., PSR NURSES HOLDINGS CORP. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 shallAND THE SHAREHOLDERS OF PSR NURSES RECRUITING, and does hereby agree to, indemnify the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsINC. AND PSR NURSES HOLDINGS CORP.

Transfer Restrictions. (a) As of the date of this Indenture, the Class B [_] Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B [_] Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B [_] Notes 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B [_] 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 Class B [_] 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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. (a) As The Subscriber understands that the Shares shall be subject to restrictions on resale pursuant to applicable securities Laws and that any certificates representing the Shares or the applicable balance account of the date Subscriber with the Company’s Transfer Agent shall bear transfer restrictions with the effect of this Indenturethe following applicable legends: (i)“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE REASONABLY SATISFACTORY TO PROTHENA CORPORATION PLC) THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT.”; and (ii)any legend required by other applicable securities Laws. (b) Subject to the restrictions set forth in Section 5.2 below, the Class B Notes have Shares shall not been registered under bear the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to transfer restrictions set forth in Section 5.1(a)(i): (i) following a transaction registered under the Securities Act, no transfer sale of the Class B Notes shall be made unless such transfer is made Shares pursuant to an effective registration statement covering the resale of such Shares, (ii) following any sale of Shares pursuant to Rule 144 promulgated under the Securities Act and (“Rule 144”) (or any successor provision then in effect), or (iii) if such legend is not required 23 under applicable state securities laws or is exempt from the registration requirements under of the Securities Act (including judicial interpretations and such state securities lawspronouncements issued by the staff of the Commission). Except In addition, the Shares shall not bear the transfer restrictions set forth in Section 5.1(a)(ii) following a transfer sale of Shares if, following a sale, the Shares are not required to carry a legend pursuant to Rule 144A or a such applicable securities Laws referred to in Section 5.1(a)(ii). Notwithstanding the foregoing, the Company shall direct the Transfer Agent to remove the transfer restriction set forth in Section 5.1(a)(i) applicable to the Depositor or by Shares upon the Depositor to an Affiliate thereofwritten request of the Subscriber, within two Business Days of the Company’s receipt of such request, at such time as the Shares may be transferred without the requirement that the Company be 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 public information requirements and such lawswithout volume or manner-of-sale restrictions under Rule 144. The Subscriber, or if the Transfer Agent requires, the Noteholder desiring to effect Company, shall provide such transfer and such Noteholder’s prospective transferee opinions of counsel (which counsel shall each certify be reasonably satisfactory to the IssuerCompany) reasonably requested by the Transfer Agent in connection with the removal of legends pursuant to this Section 5.1(b). In addition, if the Subscriber requests that the Transfer Agent transfer the Shares, the Indenture Trustee and Subscriber shall provide such other documentation, including for the Depositor avoidance of doubt a duly completed stock transfer form, reasonably requested by the Transfer Agent in writing connection with the facts surrounding onward transfer of the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer Shares at least two Business Days prior to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer and the Indenture Trustee an Opinion of Counsel that such intended transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCCdate. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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.5.2

Transfer Restrictions. (a) As Seller covenants that (i) it currently has no plans or agreements to distribute the Buyer Shares to the stockholders of Seller, except in accordance with the date of this Indenture, the Class B Notes have not been registered terms provided under the Securities Act Lock Up/Leak Out Agreement, and that (ii) the Buyer Shares will not only be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer disposed of the Class B Notes shall be made unless such transfer is made pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state securities laws. In connection with any transfer of Buyer Shares, other than pursuant to an effective registration statement or as set forth below, Parent may require the transferor to provide to Parent an opinion of counsel selected by the transferor to the effect that such transfer does not require registration under the Securities Act. Notwithstanding the foregoing, Parent hereby consents to and agrees to register on the books of Parent and with its transfer agent, without any such legal opinion, except to the extent that the transfer agent requests such legal opinion, any transfer of Buyer Shares by the Seller to an Affiliate, stockholder or debt holder of the Seller, provided that the transferee certifies to Parent that it is an “accredited investor” as defined in Rule 501(a) under the Securities Act and provided that such transferee does not request any applicable state securities laws or is exempt from removal of any existing legends on any certificate evidencing the registration requirements under the Securities Act and such state securities lawsBuyer Shares. Except in a transfer pursuant to Rule 144A or a transfer Notwithstanding anything to the Depositor or by the Depositor to an Affiliate thereofcontrary, in the event that a transfer is Parent shall use commercially reasonable efforts to, at Parent’s cost, cause to be made prepared and delivered to Parent’s transfer agent at least five days in reliance upon an exemption from advance of the Securities Act and state securities laws, in order to assure compliance with six-month anniversary of the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D Closing Date (the “Transferor CertificateRule 144 Holding Period”) a legal opinion of Parent’s counsel regarding the termination of the Rule 144 Holding Period and Exhibit E (the “Investment Letter”). Except in a instructions to Parent’s transfer pursuant agent to Rule 144A or a transfer remove any restrictive legends applicable to the Depositor Buyer Shares (provided that Seller has provided any representations and certifications reasonably requested by Parent or by Xxxxxx’s transfer agent or counsel to verify satisfaction of any of the Depositor to an Affiliate thereofconditions of Rule 144), there which opinion shall also be delivered to the Issuer transfer agent (and the Indenture Trustee an Opinion no 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B Notes and the Receivables and such other information as counsel shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of required from Seller or any Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawstransferor).

Transfer Restrictions. 1 (a) As The Holder hereby agrees that, unless otherwise agreed to by Emdeon in writing (with the approval of the date board of this Indenturedirectors of Emdeon), it shall not Transfer any of its Initial Unit Securities or Initial Option Securities except for Transfers, which are otherwise made in accordance with the Stockholders Agreement and the EBS Master LLC Agreement, as applicable, and, in the case of the Initial Option Securities, the Emdeon Inc. 2009 Equity Incentive Plan and the applicable option award agreement, as applicable, as each may be amended from time to time, (i) to a Permitted Transferee (it being understood that Class B Notes have not been registered under the Securities Act and Shares 1 This provision will not be listed on any exchangeincluded in agreements signed by directors. Unless shall only be Transferred with the corresponding EBS Units) provided such Permitted Transferee executes and until delivers to Emdeon a joinder agreement in a form acceptable to the Company in its sole discretion whereby such Permitted Transferee agrees to be bound by the terms of this Section 7, (ii) of Class B Notes have been sold A Shares pursuant to the exercise of tag-along rights in accordance with Section 6.3 of the Stockholders Agreement (including in a transaction registered Transfer made in accordance with Rule 144 under the Securities Act), no transfer (iii) of the EBS Units and Class B Notes shall be made unless such transfer is made Shares in an Exchange or 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms exercise of Emdeon's related call right set forth in Exhibit D Section 3.7(g) of the EBS Master LLC Agreement (it being understood that Class B Shares shall only be Transferred with the “Transferor Certificate”corresponding EBS Units) and Exhibit E or (iv) the “Investment Letter”)exercise of a stock option in accordance with its terms. Except in a transfer pursuant to Rule 144A or a transfer Notwithstanding anything to the Depositor or by contrary in the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee preceding sentence (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide but subject to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility restrictions set forth in Rule 144A(d)(4the Stockholders Agreement and any other agreements with Emdeon or EBS Master), Holder and its Permitted Transferees may collectively Transfer, in Capped Transfers, Initial Unit Securities or Initial Option Securities, as applicable, representing up to (i) for transfer 20% of any Holder’s Initial Unit Ownership Position and 20% of Holder’s Initial Option Ownership Position from and after the date hereof until the first anniversary of the IPO Date, (ii) together with all previous Capped Transfers, 50% of Holder’s Initial Unit Ownership Position and 50% of Holder’s Initial Option Ownership Position from and after the first anniversary of the IPO Date until the second anniversary of the IPO Date, (iii) together with all previous Capped Transfers, 70% of Holder’s Initial Unit Ownership Position and 70% of Holder’s Initial Option Ownership Position from and after the second anniversary of the IPO Date until the third anniversary of the IPO Date and (iv) together with all previous Capped Transfers, 100% of Holder’s Initial Unit Ownership Position and 100% of Holder’s Initial Option Ownership Position from and after the third anniversary of the IPO Date (it being understood that Class B Notes without registration thereof under Shares shall only be Transferred with the Securities Act pursuant corresponding EBS Units). For the avoidance of doubt, the transfer restrictions in this Section 7 are in addition to, and shall not in any way modify, the transfer restrictions applicable to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify Initial Unit Securities or the IssuerInitial Option Securities contained in the Stockholders Agreement, the Owner TrusteeEBS Master LLC Agreement, the Indenture TrusteeEmdeon Inc. 2009 Equity Incentive Plan or the applicable stock option award agreement, the Depositor and TMCC (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 lawseach case as applicable.

Transfer Restrictions. (a) As of the date of this IndentureNo Certificate may be resold, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made assigned or transferred (including by pledge or hypothecation) unless such resale, assignment or transfer is made (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt “Blue Sky” laws, (ii) pursuant to Rule 144A promulgated under the Securities Act (“Rule 144A”) or (iii) pursuant to another exemption from the registration requirements under of the Securities Act and, except for transfers among Affiliates of the Depositor, subject to the receipt by the Owner Trustee and the Depositor of (A) a certification by both the prospective transferor and the prospective transferee of the facts surrounding such state securities laws. Except transfer, which certification shall be in a transfer pursuant form and substance satisfactory to Rule 144A the Owner Trustee and the Depositor and (B) an opinion of counsel (which will not be at the expense of the Depositor or a transfer the Owner Trustee), satisfactory to the Depositor or by and the Depositor Owner Trustee, to an Affiliate thereof, in the event effect that a the 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 lawsAct, and, in each case, in compliance with any applicable securities or “Blue Sky” laws of any state of the Noteholder desiring to effect such transfer and such Noteholder’s prospective United States. In addition, each transferee shall each certify provide to the IssuerOwner Trustee its tax identification number, address, nominee name (if applicable) and wire transfer instructions. Prior to any resale, assignment or transfer of the Indenture Certificates described in clause (ii) above except for a resale, assignment or transfer to an Affiliate of the Depositor, each transferor of the Certificates shall be required to execute or to have executed a representation letter substantially in the form of Exhibit B, and each transferee shall be required to execute or to have executed a representation letter substantially in the form of Exhibit C, or each may deliver such other representations (or an opinion of counsel) as may be approved by the Owner Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer Depositor, to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer and the Indenture Trustee an Opinion of Counsel effect that such transfer may be made pursuant to an exemption from registration under the Securities ActAct and any applicable state securities or “Blue Sky” laws. In addition, such prospective purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Owner Trustee or the Depositor, to support the truth and accuracy of the foregoing acknowledgments, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Certificates. None of the Depositor, the Issuer or the Owner Trustee shall be obligated to register the Certificates under the Securities Act or any state securities or “Blue Sky” laws. In determining compliance with the transfer restrictions contained in this Section 3.11, the Owner Trustee may rely upon a written opinion of counsel (which Opinion may include in-house counsel of Counsel the transferor), the cost of obtaining which shall not be an expense of the Issuer, Holder of the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is Certificate to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawstransferred.

Transfer Restrictions. (a) As The Consideration Shares may only be disposed of the date of this Indenture, the Class B Notes have not been registered under the Securities Act in compliance with state and will not be listed on federal securities laws. In connection with any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made Consideration Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Consideration Shares 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 lawsAct. Except in a transfer pursuant to Rule 144A or a transfer The Purchasers agree to the Depositor or by imprinting of a legend on the Depositor to an Affiliate thereof, stock certificates evidencing the Consideration Shares in the event that a transfer is to be made in reliance upon an exemption from following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM REGISTRATION. THE COMPANY MAY REFUSE TO AUTHORIZE ANY TRANSFER OF THE SECURITIES IN RELIANCE ON AN EXEMPTION FROM REGISTRATION UNTIL IT HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. Certificates evidencing the Securities Act and state securities laws, in order to assure compliance with Consideration Shares shall not contain any legend (including the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms legend set forth in Exhibit D this Section 5), (i) while a registration statement covering the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion resale of Counsel that such transfer may be made pursuant to an exemption from security is effective under the Securities Act, which Opinion (ii) following any sale of Counsel shall such Consideration Shares pursuant to Rule 144, (iii) if such Consideration Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Consideration Shares and without volume or manner-of-sale restrictions, or (iv) if such legend is not be an expense required under applicable requirements of the Issuer, Securities Act (including judicial interpretations and pronouncements issued by the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or staff of the Depositor or TMCCCommission). The Depositor Company shall provide cause its counsel to issue a legal opinion to the Transfer Agent promptly after any Noteholder and event in (i)-(iv) herein if required by the Transfer Agent to effect the removal of the legend hereunder. The Company may not make any prospective transferee designated by any such Noteholder information regarding notation on its records or give instructions to the Class B Notes and Transfer Agent that enlarge the Receivables and such other information as shall be necessary to satisfy the condition to eligibility restrictions on transfer set forth in Rule 144A(d)(4this Section 5. Consideration Share Certificates (as defined below) for transfer of any Class B Notes without registration thereof under subject to legend removal hereunder shall be transmitted by the Securities Act pursuant Transfer Agent to the registration exemption provided Purchaser by Rule 144A. Each Noteholder desiring to effect crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsPurchaser.

Transfer Restrictions. (a) As of the date of this IndentureSecurities may only be disposed of, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant each Purchaser agrees to a transaction registered under the Securities Actonly transfer Securities, no transfer of the Class B Notes shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state securities laws laws; provided however, that no Purchaser shall have the right to dispose of any Warrant held by it to any Person without the prior written consent of the Company (such consent not to be unreasonably withheld) other than transfers or assignments of such Warrants to (i) such Purchaser's Affiliates, (ii) a "qualified institutional buyer" as defined in Rule 144A(a)(1) of the Securities Act or (iii) in the event of a dissolution or winding down of the operations of such Purchaser, such Purchaser's equity owners. In connection with any transfer of Securities other than pursuant to an effective registration statement or to the Company or pursuant to Rule 144(k), except as otherwise set forth herein, the Company may require the transferor to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any such legal opinion, any transfer of Securities by a Purchaser to an Affiliate of such Purchaser, provided that the transferee certifies to the Company that it is exempt from an "accredited investor" as defined in Rule 501(a) under the registration requirements Securities Act. Each Purchaser hereby agrees not to make any sale of the Securities without effectively causing any applicable prospectus delivery requirement 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawssatisfied.

Transfer Restrictions. (a) As a. If the Purchaser should decide to dispose of the date of this IndentureShares, the Class A Warrant, the B Notes have not been registered under Warrant or the Securities Act Warrant Shares held by it, the Purchaser understands and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made agrees that it may do so only pursuant to an effective registration statement under the Securities Act and any applicable state securities laws Act, to the Company or is exempt pursuant to an available exemption from the registration requirements of the Securities Act, including Rule 144 promulgated under the Securities Act ("Rule 144"). In connection with any transfer of any Shares, A Warrant, B Warrant or Warrant Shares other than pursuant to an effective registration statement, Rule 144 or to the Company, the Company may require the transferor thereof to provide to the Company a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that such state transfer does not require registration of such transferred securities laws. Except in a transfer under the Securities Act; provided, however, that if the Shares, A Warrant, B Warrant or Warrant Shares may be sold pursuant to Rule 144A or a 144(k), no written opinion of counsel shall be required from the Purchaser if the Purchaser provides reasonable assurances that such security can be sold pursuant to Rule 144(k). Notwithstanding the foregoing, the Company hereby consents to and agrees to register any transfer to the Depositor or by the Depositor Purchaser to an Affiliate thereofof the Purchaser, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the event Securities Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Transaction Documents. If the Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that a public sale, assignment or transfer is to be made in reliance upon an exemption from of the Securities Act and state securities lawsShares, in order to assure compliance with the Securities Act and such lawsA Warrant, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee B Warrant and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer Warrant Shares may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Shares, A Warrant, B Warrant and the Warrant Shares can be sold pursuant to Rule 144 without any restriction as to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such number of securities acquired as of a transfer shall, and does hereby agree to, indemnify the Issuerparticular date that can then be immediately sold, the Owner TrusteeCompany shall permit the transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Purchaser and without any restrictive legend. Notwithstanding the foregoing or anything else contained herein to the contrary, the Indenture Trustee, the Depositor and TMCC (securities may be pledged as collateral in any capacity) against any liability that may result if the transfer is not so exempt connection with a bona fide margin account or is not made in accordance with federal and state securities lawsother lending arrangement.

Transfer Restrictions. No sale, assignment, gift, pledge or other encumbrance, or other transfer or similar transaction (collectively "Transfer") of Voting Trust Certificates or the related Shares, will be effective, recognized by the Company or the Voting Trustees or recorded on the books and records of the Company and on the Certificate unless (a) As the intended transferee in such Transfer first becomes a party to this Agreement and (b) the provisions of the Stockholders' Agreement relating to Transfers are duly complied with. All Stockholders agree to be bound by this Agreement with respect to any Voting Trust Certificates or the related Shares acquired after the date hereof, and all Stockholders further agree to transfer any shares of Common Stock acquired after the date hereof to the Voting Trustees in exchange for Voting Trust Certificates and to be bound by this IndentureAgreement with respect thereto. In the case of (i) Transfers of Voting Trust Certificates or the related Shares by Stockholders or (ii) issuances of shares of Common Stock by the Company, in each case to persons who are not Stockholders (and hence at such time are not parties to this Agreement), such Transfers or issuances will be recognized and recorded on the Class B Notes have not books and records of the Company and on the Certificate only after appropriate documentation in a form satisfactory to the Voting Trustees has been registered under executed and the Securities Act transferee has thereby agreed to become bound by this Agreement (it being understood that without such documentation the Company and the Voting Trustees shall recognize only the original transferor as the beneficial owner and/or record holder, as the case may be, of any Voting Trust Certificates and related Shares affected by such purported Transfer). It is intention of the Voting Trustees that the Company will not be listed on any exchange. Unless and until issue no shares of Common Stock subsequent to the Class B Notes have been sold Closing unless such shares are subject to this Agreement or this Agreement is amended pursuant to a transaction registered under Section 14.4 hereof by the Securities Act, no transfer vote of holders of Voting Trust Certificates representing at least two-thirds of the Class B Notes shall be made unless such transfer is made pursuant then outstanding Shares to an effective registration statement under accommodate the Securities Act and any applicable state securities laws or is exempt from existence of shares of Common Stock outside 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsVoting Trust Agreement.

Transfer Restrictions. (a) As The Securities may only be disposed of the date of this Indenture, the Class B Notes have not been registered under the Securities Act in compliance with state and will not be listed on federal securities laws. In connection with any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Subscriber or in connection with a pledge as contemplated in Section 8(a)(ii), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the 1933 Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Subscriber under this Agreement. The Subscribers agree to the imprinting, so long as is required by this Section 8(a), of a legend on any of the Securities substantially in the following form: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. The Company acknowledges and agrees that a Subscriber may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the 1933 Act and any applicable state securities laws or is exempt from who agrees to be bound by the registration requirements provisions of this Agreement and, if required under the terms of such arrangement, such Subscriber may transfer pledged or secured Securities Act to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such state securities lawspledge. Except At the appropriate Subscriber’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities. Certificates evidencing the Common Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section 8(a)(ii) hereof), (A) following any sale of such Common Shares or Warrant Shares pursuant to Rule 144A 144, or a transfer to (B) if such Common Shares or Warrant Shares are eligible for sale under Rule 144, without the Depositor or by requirement for the Depositor to an Affiliate thereof, in the event that a transfer is Company to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities current public information required under Rule 144 as to such Common Shares and Warrant Shares and without volume or manner-of-sale restrictions, or (C) following any sale of such Common Shares or Warrant Shares, pursuant to the plan of distribution in an effective registration statement (in compliance with any prospectus delivery requirements), or (D) if such legend is not required under applicable requirements of the 1933 Act (including judicial interpretations and such lawspronouncements issued by the staff of the Commission) (the “Removal Date”). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Removal Date if required by the Transfer Agent to effect the removal of the legend hereunder. The Company agrees that following the Removal Date, it will, no later than five (5) trading days following the delivery by a Subscriber to the Company or the Transfer Agent of a certificate representing Common Shares or Warrant Shares, as the case may be, issued with a restrictive legend, together with any reasonable certifications requested by the Company, the Noteholder desiring Company’s counsel or the Transfer Agent (such fifth (5th) trading day, the “Legend Removal Date”), deliver or cause to effect be delivered to such transfer Subscriber a certificate representing such shares that is free from all restrictive and such Noteholder’s prospective transferee shall each certify other legends. The Company may not make any notation on its records or give instructions to the Issuer, Transfer Agent that enlarge the Indenture Trustee and the Depositor in writing the facts surrounding the restrictions on transfer in substantially the forms set forth in Exhibit D this Section 8. Certificates for Securities subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Subscriber by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System as directed by such Subscriber if the Transfer Agent is then a participant in such system and either (i) there is an effective registration statement permitting the resale of such Securities by the Subscriber (and the Subscriber provides the Company or the Company’s counsel with any requested certifications with respect to future sales of such Securities) or (ii) the shares are eligible for resale by the Subscriber without volume limitations and may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) of the 1933 Act. In addition to any other rights available to a Subscriber, if the Company fails to deliver to a Subscriber unlegended Common Shares or Warrant as required pursuant to this Agreement and after the Legend Removal Date such Subscriber, or a broker on such Subscriber’s behalf, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Subscriber of the Common Shares or Warrant Shares that such Subscriber was entitled to receive from the Company (a “Transferor Certificate”) and Exhibit E (the “Investment LetterBuy-In”). Except , then the Company shall promptly pay in a transfer pursuant cash to Rule 144A such Subscriber (in addition to any remedies available to or a transfer to elected by such Subscriber) the Depositor amount by which (A) such Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate purchase price of the Common Shares or by the Depositor to an Affiliate thereof, there shall also be Warrant Shares delivered to the Issuer Company for reissuance as unlegended shares (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to Common Shares or Warrant Shares delivered to the Indenture Trustee Company for reissuance as unlegended shares having an Opinion aggregate purchase price of Counsel that such transfer may $10,000, the Company shall be made pursuant required to an exemption from pay the Securities ActSubscriber $1,000, which Opinion of Counsel plus interest. The Subscriber shall not be an expense provide the Company written notice indicating the amounts payable to the Subscriber in respect of the IssuerBuy-In. For purposes of this Agreement, the Owner Trustee “purchase price” of a (A) Common Share shall be the Per Share Purchase Price and (B) Warrant Share shall be the Purchase Price (as defined in the Warrants). In addition to such Subscriber’s other available remedies, the Company shall pay to such Subscriber, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Common Shares or Warrant Shares (based on the Indenture Trustee (unless it is the transferee from whom purchase price of such opinion is to be obtainedCommon Shares and Warrant Shares) or delivered for removal of the Depositor or TMCCrestrictive legend and subject to Section 8(a)(iii), $10 per trading day (increasing to $20 per trading day five (5) trading days after such damages have begun to accrue) for each trading day after the fifth (5th) trading day following the Legend Removal Date until such certificate is delivered without a legend. The Depositor Nothing herein shall provide limit such Subscriber’s right to pursue actual damages for the Company’s failure to deliver certificates representing any Noteholder and any prospective transferee designated Securities as required by any such Noteholder information regarding the Class B Notes and the Receivables Transaction Documents, and such other information as Subscriber shall be necessary have the right to satisfy the condition pursue all remedies available to eligibility set forth it at law or in Rule 144A(d)(4) for transfer equity including, without limitation, a decree of any Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsspecific performance and/or injunctive relief.

Transfer Restrictions. (a) As a. If any Purchaser should decide to dispose of the date of this IndentureDebentures, the Class B Notes have not been registered under Warrants, the Securities Act Debenture Shares or the Warrant Shares held by it, such Purchaser understands and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made agrees that it may do so only pursuant to an effective registration statement under the Securities Act and any applicable state securities laws Act, to the Company or is exempt pursuant to an available exemption from the registration requirements of the Securities Act or Rule 144 promulgated under the Securities Act ("RULE 144"). In connection with any transfer of any Debentures, Warrants, Debenture Shares or Warrant Shares other than pursuant to an effective registration statement, Rule 144 or to the Company, the Company may require the transferor thereof to provide to the Company a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register any transfer by any Purchaser to an Affiliate of such Purchaser, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and such state securities lawsAffiliate transferee agrees in writing to be bound by the terms of this Agreement in which case the transferee shall have the rights of a Purchaser under this Agreement and the Transaction Documents. Except If a Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in a transfer pursuant to Rule 144A or a transfer comparable transactions, to the Depositor or by the Depositor to an Affiliate thereof, in the event effect that a public sale, assignment or transfer is to be made in reliance upon an exemption from of the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such lawsDebentures, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the IssuerDebenture Shares, the Indenture Trustee Warrants and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer Warrant Shares may be made pursuant to an exemption from without registration under the Securities Act. Notwithstanding the foregoing or anything else contained herein to the contrary, which Opinion of Counsel the securities may be pledged as collateral in connection with a BONA FIDE margin account or other lending arrangement; PROVIDED, HOWEVER, that any such pledge shall not be an expense affect the requirements of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtainedSection 3.1(b) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsbelow.

Transfer Restrictions. (a) As By acceptance of this Warrant, the Holder represents to the Company that this Warrant is being acquired for the Holder's own account and for the purpose of investment and not with a view to, or for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling the Warrant or the Common Stock issuable upon exercise of the date Warrant. The Holder acknowledges and agrees that this Warrant and, except as otherwise provided in the Registration Rights Agreement by and between the Company and the original Holder of this IndentureWarrant (the "Registration Rights Agreement"), the Class B Notes Common Stock issuable upon exercise of this Warrant (if any) have not been (and at the time of acquisition by the Holder, will not have been or will not be), registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered or under the Securities Actsecurities laws of any state, no transfer in reliance upon certain exemptive provisions of such statutes. The Holder further recognizes and acknowledges that because this Warrant and, except as provided in the Class B Notes shall Registration Rights Agreement, the Common Stock issuable upon exercise of this Warrant (if any) are unregistered, they may not 176 be made unless such transfer is made eligible for resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws 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 valid exemption from such registration requirements. Unless 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion shares of Counsel that such transfer may be made pursuant to an exemption from Common Stock issuable upon exercise of this Warrant have theretofore been registered for resale under the Securities Act, which Opinion the Company may require, as a condition to the issuance of Counsel shall not be Common Stock upon the exercise of this Warrant (i) in the case of an expense exercise in accordance with Section 1.1 hereof, a confirmation as of the Issuerdate of exercise of the Holder's representations pursuant to this Section 17, or (ii) in the Owner Trustee or case of an exercise in accordance with Section 1.2 hereof, an opinion of counsel reasonably satisfactory to the Indenture Trustee (unless it is Company that the transferee from whom such opinion is shares of Common Stock to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any issued upon such Noteholder information regarding the Class B Notes and the Receivables and such other information as shall exercise may be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any Class B Notes issued 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsAct.

Transfer Restrictions. (a) As The Investors covenant that the Securities will only be disposed of pursuant to an available exemption from the registration requirements of the date Securities Act, and in compliance with any applicable state securities laws. In connection with any transfer of this IndentureSecurities other than to the Company, or pursuant to Rule 144, the Class B Notes have Company may require the transferor to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not been registered require registration under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its Transfer Agent, without any such legal opinion, except to the extent that the transfer agent requests such legal opinion, any transfer of Securities by an Investor to an Affiliate of such Investor, provided that the transferee certifies to the Company that it is an “accredited investor” as defined in Rule 501(a) under the Securities Act and will provided that such Affiliate does not request any removal of any existing legends on any certificate evidencing the Securities. The Investors agree to the imprinting, until no longer required by this Section 4.1(b), of the following legend on any certificate evidencing any of the Securities: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. Certificates evidencing the Common Shares shall not be listed on required to contain such legend or any exchange. Unless and until other legend (i) while a registration statement covering the Class B Notes have been sold pursuant to a transaction registered resale of the Common Shares is effective under the Securities Act, no transfer (ii) following any sale of such Securities pursuant to Rule 144 if the holder provides the Company with a legal opinion (and the documents upon which the legal opinion is based) reasonably acceptable to the Company to the effect that the Securities can be sold under Rule 144, (iii) if the Securities are eligible for sale under Rule 144, or (iv) if the holder provides the Company with a legal opinion (and the documents upon which the legal opinion is based) reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Class B Notes Securities Act (including controlling judicial interpretations and pronouncements issued by the Staff of the SEC). At such time as a legend is no longer required for certain Securities, the Company will no later than five (5) Trading Days following the delivery by an Investor to the Company or the Transfer Agent (if delivery is made to the Transfer Agent a copy shall be made unless contemporaneously delivered to the Company) of (i) a legended certificate representing such Securities (and, in the case of a requested transfer, endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect transfer), and (ii) an opinion of counsel to the extent required by Section 4.1(a), deliver or cause to be delivered to such Investor a certificate representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. If within seven (7) Trading Days after receipt by the Company or its Transfer Agent of a legended certificate and the other documents as specified in Clauses (i) and (ii) of the paragraph immediately above, the Company shall fail to cause to be issued and delivered to such Investor a certificate representing such Securities that is made pursuant free from all restrictive and other legends, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of shares of Common Stock that the Investor anticipated receiving from the Company without any restrictive legend (the “Covering Shares”), then the Company shall, within seven (7) Trading Days after the Investor’s request, pay cash to the Investor in an effective registration statement amount equal to the excess (if any) of the Investor’s total purchase price (including brokerage commissions, if any) for the Covering Shares, over the product of (A) the number of Covering Shares, times (B) the closing bid price on the date of delivery of such certificate and the other documents as specified in Clauses (i) and (ii) of the paragraph immediately above. The Company will not object to and shall permit (except as prohibited by law) an Investor to pledge or grant a security interest in some or all of the Securities in connection with a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and any applicable state securities laws or is exempt from who agrees to be bound by the registration requirements provisions of this Agreement, and if required under the terms of such arrangement, the Company will not object to and shall permit (except as prohibited by law) such Investor to transfer pledged or secured Securities Act and such state securities lawsto the pledgees or secured parties. Except as required by law, such a pledge or transfer would not be subject to approval of the Company, no legal opinion of the pledgee, secured party or pledgor shall be required in connection therewith (but such legal opinion shall be required in connection with a subsequent transfer pursuant to Rule 144A or a transfer to the Depositor or foreclosure following default by the Depositor to an Affiliate thereofPurchaser transferee of the pledge), in and no notice shall be required of such pledge. Each Investor acknowledges that 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Company shall not be an expense responsible for any pledges relating to, or the grant of any security interest in, any of the IssuerSecurities or for any agreement, understanding or arrangement between any Investor and its pledgee or secured party. At the appropriate Investor’s expense, the Owner Trustee Company will execute and deliver such reasonable documentation as a pledgee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) secured party of Securities may reasonably request in connection with a pledge or transfer of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsSecurities.

Transfer Restrictions. No Steering Group Member shall (ai) As sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership) in the Senior Notes set forth on Schedule 2 hereto in whole or in part (other than pledges, transfers or security interests that such Steering Group Member may have created (y) in favor of a prime broker under and in accordance with its prime brokerage agreement with such prime broker or (z) in favor of a financing counterparty under in accordance with any ordinary course financing arrangements); or (ii) grant any proxies, deposit any of such Steering Group Member’s interests in a Senior Note set forth on Schedule 2 hereto into a voting trust, or enter into a voting agreement with respect to any such interest (collectively, the actions described in clauses (i) and (ii), a “Transfer”), unless it satisfies the following requirement (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): The intended transferee executes and delivers to counsel to the Company and counsel to the Steering Group on the terms set forth below an executed form of the date of this Indenture, transfer agreement in a form attached to the Class B Notes have not been registered under the Securities Act and will RSA (a “Transfer Agreement”) before such Transfer is effective (it being understood that any Transfer shall not be listed effective until notification of such Transfer and a copy of the executed Transfer Agreement is received by counsel to the Company and counsel to the Steering Group, in each case, on the terms set forth herein). Notwithstanding anything to the contrary herein, (i) the foregoing provisions shall not preclude any exchange. Unless Steering Group Member from transferring Senior Notes and until claims to affiliates of such Steering Group Member (each, a “Creditor Affiliate”), which Creditor Affiliate shall be automatically bound by the Class B Notes have been sold pursuant to a transaction registered under RSA upon the Securities Act, no transfer of such Senior Notes and claims, (ii) a Qualified Marketmaker1 that acquires any of the Class B Senior Notes and claims with the purpose and intent of acting as a Qualified Marketmaker for such Senior Notes and claims, shall not be made unless such transfer is made pursuant required to an effective registration statement under the Securities Act execute and any applicable state securities laws deliver to counsel a Transfer Agreement or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant otherwise agree to Rule 144A or a transfer to the Depositor or be bound 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 terms 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms conditions set forth in Exhibit D this RSA if such Qualified Marketmaker transfers such Claims (by purchase, sale, assignment, participation, or otherwise) to a Steering Group Member or Permitted Transferee (including, for the “Transferor Certificate”avoidance of doubt, the requirement that such transferee execute a Transfer Agreement) and Exhibit E the transfer otherwise is a Permitted Transfer, and (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer iii) to the Depositor extent any Party, who has signed the RSA, is acting in its capacity as a Qualified Marketmaker, it may Transfer any ownership interests in the Senior Notes that it acquires from a holder that has not signed the RSA to a transferee that has not signed the RSA at the time of such Transfer without the requirement that such transferee be or by the Depositor to an Affiliate thereof, there shall also be delivered become a signatory to the Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsRSA.

Transfer Restrictions. (a) As Each Holder acknowledges and agrees that the following legend shall be imprinted on any certificate or book-entry security entitlement evidencing any of the date of this IndentureRegistrable Securities: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchangeAS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities ActTHESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, no transfer of the Class B Notes PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. This legend shall be made unless removed by the Company from any certificate or book-entry security entitlement evidencing the Registrable Securities upon delivery by the holder thereof to the Company of a written request to that effect if at the time of such transfer is made pursuant to an effective written request (i) a registration statement under the Securities Act and any applicable state securities laws is at that time in effect with respect to the legended security, or is exempt from (ii) the registration requirements under the Securities Act and such state securities laws. Except legended security can be transferred in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, transaction 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from 144 under the Securities Act, which Opinion and, in the case of Counsel shall not be an expense (ii), upon the request and in the reasonable discretion of the IssuerCompany’s transfer agent, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom holder of such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder Registrable Securities executes and any prospective transferee designated by any such Noteholder information delivers a representation letter that includes customary representations regarding the Class B Notes holding requirements and the Receivables and whether such other information as shall be necessary to satisfy the condition to eligibility set forth in holder is an “affiliate” for purposes of Rule 144A(d)(4) for transfer of any Class B Notes without registration thereof 144 under the Securities Act pursuant Act. The Company represents and warrants to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify Holders that the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the transfer Company is not so exempt or is not made currently a shell company (as defined in accordance with federal and state securities lawsRule 405 promulgated under the Securities Act).

Transfer Restrictions. The Stockholder hereby agrees that, except as contemplated hereby, without the prior written consent of the Company and the Parent, the Stockholder shall not (a) As sell, transfer, pledge, encumber, assign or otherwise dispose of (“Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the Transfer of, or limitation on the voting rights of, any Owned Securities; provided, that the Stockholder may Transfer, or enter into any contract, option or other arrangement or understanding with respect to the Transfer of any Owned Securities so long as the transferee of such Owned Securities, prior to such Transfer, becomes a party to this Agreement as a successor in the Stockholder’s interest in such Owned Securities and, with respect to such Owned Securities, shall be deemed the Stockholder hereunder by delivering to the Company an Instrument of Accession to this Agreement, (b) grant any proxies or powers of attorney other than those that may arise pursuant to this Agreement, deposit any Owned Securities into a voting trust or enter into a voting agreement with respect to any Owned Securities other than those that may arise pursuant to this Agreement, (c) take any action that would cause any representation or warranty of the Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement, or (d) commit or agree to take any of the foregoing actions; provided, that nothing contained herein shall be deemed to restrict the exercise of Company Options or Company Warrants in accordance with their terms. Any transfer of Owned Securities not permitted hereby shall be null and void. The Stockholder agrees that any such prohibited transfer may and should be enjoined. If any involuntary transfer of any of the Owned Securities covered hereby shall occur (including, but not limited to, a sale by the Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect. Notwithstanding the foregoing, Section 3.2 shall not prohibit the transfer of Owned Securities by Stockholder: (a) if Stockholder is an individual: (i) to any member of Stockholder’s immediate family; or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family; or (ii) upon the death of Stockholder; (b) if Stockholder is a partnership or limited liability company, to one or more partners or members of Stockholder or to an affiliated corporation under common control with Stockholder; provided, however, that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing reasonably satisfactory in form and substance to the Company, to be bound by all of the terms of this Agreement; or (c) pursuant to any Rule 10b5-1 plan in effect as of the date of this Indenture, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsAgreement.

Transfer Restrictions. (a) As a. If the Purchaser should decide to dispose of the date of this IndentureSecurities or the Conversion Shares held by it, the Class B Notes have not been registered under the Securities Act Purchaser understands and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made agrees that it may do so only (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws Act, (ii) to the Company or is exempt (iii) pursuant to an available exemption from the registration requirements of the Securities Act or Rule 144 promulgated under the Securities Act ("Rule 144"). The Company shall announce any material non-public information that it legally is required to announce on or prior to the Effectiveness Date (as defined in the Registration Rights Agreement) of the Registration Statement filed pursuant to the Registration Rights Agreement and shall not enter into any subsequent non-disclosure agreements that would prevent it from announcing any such state information that otherwise legally could have been announced on or prior to the Effectiveness Date, unless confidential treatment for such information is granted by the Commission. In connection with any transfer of any Securities or Conversion Shares other than pursuant to an effective registration statement, Rule 144(k) or to the Company, the Company may require the transferor thereof to provide to the Company a written opinion of counsel experienced in the area of United States securities laws. Except laws selected by the transferor, the form and substance of which opinion shall be customary for opinions of counsel in a comparable transactions, to the effect that such transfer does not require registration of such transferred securities under the Securities Act; provided, however, that if the Securities or Conversion Shares may be sold pursuant to Rule 144A or a 144(k), no written opinion of counsel shall be required from the Purchaser if the Purchaser provides reasonable assurances that such security can be sold pursuant to Rule 144(k). Notwithstanding the foregoing, the Company hereby consents to and agrees to register any transfer to the Depositor or by the Depositor Purchaser to an Affiliate thereofof the Purchaser, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the event Securities Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of the Purchaser under this Agreement and the Transaction Documents. If the Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that a public sale, assignment or transfer is to be made in reliance upon an exemption from of 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer Conversion Shares may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Securities and the Conversion Shares can be sold pursuant to Rule 144(k) without any restriction as to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such number of securities acquired as of a transfer shall, and does hereby agree to, indemnify the Issuerparticular date that can then be immediately sold, the Owner TrusteeCompany shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Purchaser and without any restrictive legend. Notwithstanding the foregoing or anything else contained herein to the contrary, the Indenture Trustee, the Depositor and TMCC (securities may be pledged as collateral in any capacity) against any liability that may result if the transfer is not so exempt connection with a bona fide margin account or is not made in accordance with federal and state securities lawsother lending arrangement.

Transfer Restrictions. (a) As If a Purchaser should decide to dispose of any of the date of this IndentureSecurities purchased pursuant hereto, the Class B Notes have not been registered under the Securities Act such Purchaser understands and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made agrees that it may do so only pursuant to an effective registration statement under the Securities Act and or as set forth below: (i) to the Company, (ii) to any applicable state securities laws or is exempt from the registration requirements Person reasonably believed by such Purchaser to be a 'qualified institutional buyer' (as defined in Rule 144A under the Securities Act and such state securities laws. Except Act) in a transfer pursuant to compliance with 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 under the Securities Act and state securities lawsAct, 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”iii) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from registration set forth in Rule 144 under the Securities Act, which Opinion of Counsel shall not (iv) to any Person who is reasonably believed by such Purchaser to be an expense 'accredited investor' (as defined in Rule 501(a) under the Securities Act) and who, prior to such transfer, furnishes to the Purchaser and the Company a signed letter confirming its status as an accredited investor and agreeing to the restrictions on transfer of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility Securities set forth in Rule 144A(d)(4this Agreement or (v) for to any Affiliate of such Purchaser pursuant to an applicable exemption under the Securities Act. In connection with any transfer of any Class B Notes without Securities other than (i) any transfer pursuant to an effective registration thereof statement or (ii) any transfer by a qualified institutional buyer, the Company may require that the transferor of any such Securities provide to the Company an opinion of counsel experienced in the area of United States securities laws selected by the transferor (which may include in-house counsel of a transferor), which counsel shall be and the form and substance of which opinion shall be, reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Securities under the Securities Act or any State securities laws. In connection with any transfer 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 Issuerclause (ii) above, the Owner TrusteeCompany may request reasonable certification as to the status of the transferor's transferee as a qualified institutional buyer. Each Purchaser agrees to the imprinting, so long as appropriate, on the certificates representing the shares of Common Stock and the Trust Preferred Securities, a legend substantially similar to the foregoing sentences. Such legend may be removed if and when the applicable Securities are disposed of pursuant to an effective registration statement under the Securities Act or in the opinion of counsel to the Company experienced in the area of United States securities laws such legend is no longer required under applicable requirements of the Securities Act. The certificates evidencing the Securities also shall bear any other legends required by applicable federal or State securities laws, which legends may be removed when, in the opinion of counsel to the Company experienced in the applicable securities laws, the Indenture Trustee, same are no longer required under the Depositor and TMCC (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 applicable requirements of such securities laws.. The Company agrees that it will provide each Purchaser, upon written request, with a certificate or certificates evidencing the Securities not bearing such legend at such time as such legend is no longer applicable. (c)

Transfer Restrictions. (a) As No Stockholder shall Transfer any part of such Stockholder's Search Common Stock except as set forth in Section 6.3 and this Section 7. All Transfers shall be subject to such limitations as are applicable under Section 6.2 above. Each Stockholder covenants and agrees that such Stockholder shall not Transfer or permit the date Transfer of this Indentureany part or all of such Stockholder's Search Common Stock for a period of one-hundred eighty (180) days from and after the Effective Time, except as may be required pursuant to Section 12 below (the Class B Notes have "Lock-Up Period"). Each Stockholder further covenants, acknowledges and agrees that as an Affiliate of MS Financial and/or Search, such Stockholder will not been registered Transfer, or make any offer or agreement to Transfer with respect to, any shares of Search Common Stock that the Stockholder acquires in connection with the Merger, except (i) in a transaction permitted pursuant to Rule 145 promulgated by the SEC under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold or (ii) pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made pursuant to an effective valid registration statement under the Securities Act and Act. (b) The Transfer during the term of this Stockholders Agreement of some portion or all of a Stockholder's Search Common Stock to its stockholders or partners shall be permitted, provided, that (i) 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 Transfer shall 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the transfer is not so exempt or is not made only in accordance with the terms of this Stockholders Agreement and federal and state securities laws.Law after the end of the Lock-Up Period, (ii) the recipient(s) of such Search Common Stock pursuant to a Transfer described in this Section 7.1(b) agree not to Transfer the shares of Search Common Stock distributed to them until the expiration of two years from the Effective Time without Search's prior written consent, provided, that if at the time of Transfer such Stockholder owns less than 5% of the issued and outstanding shares of Search Common Stock, this clause (ii) shall not apply, (iii) certificates representing shares of Search Common Stock Transferred shall bear a legend setting forth the restriction referred to in subsection (b)(ii) and such other restrictions as are applicable under federal and state securities Law, (iv) any such Transfer shall not affect the Merger as constituting a tax-free reorganization under Section 368(a) of the Code, and (v) such Stockholder shall pay for all of the costs and expenses associated with any such Transfer described in this Section 7.1(b). If required in order to comply with applicable federal and state securities Law, Search will register the shares of Search Common Stock with the SEC which such Stockholder proposes to distribute to its stockholders or partners at such Stockholder's expense. 7.2

Transfer Restrictions. (aRegistration of transfer of any Series 1997-1 Participation Interest containing the legend set forth on the Series 1997-1 Participation Interest attached hereto as Exhibit A-1 shall be effected only if such transfer is made to a Person that certifies to the Transfer Agent in writing that it is not an employee benefit plan, trust or account, including an individual retirement account, that is subject to ERISA or that is described in Section 4975(e)(1) As of the date Code or an entity whose underlying assets include plan assets by reason of this Indenturea plan's investment in such entity (each a "Benefit Plan"). By accepting and holding a Series 1997-1 Participation Interest, the Class B Notes a Series 1997-1 Participant shall be deemed to have represented and warranted that it is not been registered under the Securities Act a Benefit Plan and will is not purchasing a Series 1997-1 Participation Interest on behalf of a Benefit Plan. By acquiring any interest in a Book-Entry Certificate representing a Series 1997-1 Participation Interest, a Certificate Owner shall be listed deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing a Series 1997-1 Participation Interest on any exchangebehalf of a Benefit Plan. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no No transfer of the Class B Notes a Series 1997-1 Participation Interest shall be made unless a Tax Opinion is delivered and such transfer is made pursuant to an effective exempt from the registration statement under requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is exempt from the registration requirements under the Securities made in accordance with said 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 In the event that a of any such transfer, (i) unless such transfer is to be made in reliance upon an exemption from Rule 144A under the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws1933 Act, the Noteholder desiring Deposit Trustee or the Seller may require a written Opinion of Counsel (which may be in-house counsel) acceptable to effect such transfer and such Noteholder’s prospective transferee shall each certify in form and substance reasonably satisfactory to the Issuer, the Indenture Deposit Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel Seller that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities Actsaid Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Issuer, the Owner Deposit Trustee or the Indenture Seller and (ii) the Deposit Trustee (unless it is shall require the transferee from whom to execute an investment letter (in substantially the form attached hereto as Exhibit C) acceptable to and in form and substance reasonably satisfactory to the Seller and the Deposit Trustee certifying to the Seller and the Deposit Trustee the facts surrounding such opinion is to transfer, which investment letter shall not be obtained) or an expense of the Depositor Deposit Trustee or TMCCthe Seller. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder A Series 1997-1 Participant desiring to effect such a transfer shall, and does hereby agree to, to indemnify the Issuer, Deposit Trustee and the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (in any capacity) Seller against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state securities laws.

Transfer Restrictions. (a) As The Note may only be disposed of the date of this Indenture, the Class B Notes have not been registered under the Securities Act in compliance with state and will not be listed on federal securities laws. In connection with any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made Note other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company at the Company’s sole expense in the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Note under the Securities Act Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and any applicable state securities laws or is exempt from shall have the registration requirements rights and obligations of a Purchaser under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer this Agreement(b) The Purchaser agrees to the Depositor or imprinting, so long as is required by this Section 4.1, of a legend on the Depositor to an Affiliate thereof, Note in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities lawsfollowing form: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D AS AMENDED (the THE “Transferor Certificate”) and Exhibit E (the “Investment LetterSECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. 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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtainedTHIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsUNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Transfer Restrictions. (a) As a. If any Purchaser should decide to dispose of the date of this IndentureDebentures, the Class B Notes have not been registered under Warrants, the Securities Act Debentures Shares or the Warrant Shares held by it, each Purchaser understands and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made agrees that it may do so only pursuant to an effective registration statement under the Securities Act and any applicable state securities laws Act, to the Company or is exempt pursuant to an available exemption from the registration requirements of the Securities Act or Rule 144 promulgated under the Securities Act ("Rule 144"). The Company shall -------- announce any material non-public information that it legally is required to announce on or prior to the Effectiveness Date (as defined in the Registration Rights Agreement) of the registration statement filed pursuant to the Registration Rights Agreement and shall not enter into any subsequent non- disclosure agreements that would prevent it from announcing any such state information that otherwise legally could have been announced on or prior to the Effectiveness Date, unless confidential treatment for such information is granted by the SEC. In connection with any transfer of any Debentures, Warrants, Debenture Shares or Warrant Shares other than pursuant to an effective registration statement, Rule 144 or to the Company, the Company may require the transferor thereof to provide to the Company a written opinion of counsel experienced in the area of United States securities laws. Except laws selected by the transferor, the form and substance of which opinion shall be customary for opinions of counsel in a comparable transactions, to the effect that such transfer does not require registration of such transferred securities under the Securities Act; provided, however, that if the Debentures, Warrants, Debenture -------- ------- Shares or Warrant Shares may be sold pursuant to Rule 144A or a 144(k), no written opinion of counsel shall be required from the Purchaser if such Purchaser provides reasonable assurances that such security can be sold pursuant to Rule 144(k). Notwithstanding the foregoing, the Company hereby consents to and agrees to register any transfer to the Depositor or by the Depositor any Purchaser to an Affiliate thereofof such Purchaser, in provided that 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 certifies to the Issuer, the Indenture Trustee and the Depositor Company that it is an "accredited investor" as defined in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”Rule 501(a) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from under the Securities Act, which Opinion . Any such transferee shall agree in writing to be bound by the terms of Counsel this Agreement and shall not be an expense have the rights of a Purchaser under this Agreement and the IssuerTransaction Documents. Notwithstanding the foregoing or anything else contained herein to the contrary, the Owner Trustee securities may be pledged as collateral in connection with a bona fide margin account or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawslending arrangement.

Transfer Restrictions. (a) As 4.1 After the consummation of the date of this IndentureTransaction, the Class B Notes have not been registered under the Securities Act Pubco Shares, may only be resold, transferred, pledged or otherwise disposed of in compliance with state and will not be listed on any exchange. Unless federal securities laws and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made pursuant to an effective registration statement statement, Rule 144 under the Securities Act and any (“Rule 144”) or pursuant to another applicable state securities laws or is exempt exemption from the registration requirements under of the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A Act, or a transfer to Pubco or to one or more Subscriber Affiliates or to a lender to Subscriber pursuant to a pledge and, thereafter, a transferee thereof pursuant to a foreclosure, of the Depositor Subscriber, or Pubco, may require the transferor thereof to provide to Pubco, an opinion of counsel selected by the Depositor transferor and reasonably acceptable to Pubco, the form and substance of which opinion shall be reasonably satisfactory to Pubco, to the effect that such transfer does not require registration of the Pubco Shares, under the Securities Act. As a condition of transfer (other than pursuant to an Affiliate thereofeffective registration statement, in the event that a transfer is Rule 144 or pursuant to be made in reliance upon an another applicable exemption from the Securities Act and state securities laws, in order to assure compliance with registration requirements of the Securities Act and such lawsAct, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to Pubco or to one or more Subscriber Affiliates or to a lender to Subscriber pursuant to a pledge and, thereafter, a transferee thereof pursuant to a foreclosure of the Depositor or Subscriber), any such transferee shall agree in writing to be bound by the Depositor to an terms of this Subscription Agreement and such transferee and each Subscriber Affiliate thereof, there transferee and each lender transferee and their subsequent transferees shall also be delivered to have the Issuer rights 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 obligations of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof Subscriber 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsthis Agreement.

Transfer Restrictions. (a) As If, at the time of the date surrender of this IndentureWarrant in connection with any transfer of this Warrant, the Class B Notes have not been registered under the Securities Act and will transfer of this Warrant shall not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any under 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 blue sky laws, the Noteholder desiring to effect Company may require, as a condition of allowing such transfer and such Noteholder’s prospective (i) that the Holder or transferee shall each certify of this Warrant, as the case may be, furnish to the IssuerCompany a written opinion of counsel (which opinion shall be in form, the Indenture Trustee substance and the Depositor scope customary for opinions of counsel in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”comparable transactions) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel effect 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof under the Securities Act pursuant and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the registration exemption provided Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501 promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act. Legends. The Holder understands and agrees that the certificate representing the Warrant Shares shall bear a legend similar to the following: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO VIKING SYSTEMS THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.” The certificates evidencing the Warrant Shares may also bear any applicable legend required by Rule 144A. Each Noteholder desiring to effect any state, local or foreign law governing such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawssecurities.

Transfer Restrictions. (a) As The Majority Noteholders, on behalf of all Noteholders, understand that the Company may, as a condition to the transfer of any of the date Securities, require that the request for transfer be accompanied by an opinion of this Indenturecounsel reasonably satisfactory to the Company, to the Class B Notes have effect that the proposed transfer does not been registered under result in a violation of the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered Act, unless such transfer is covered by an effective registration statement or exempt under Rule 144 or Rule 144A under the Securities Act; provided, no however, that an opinion of counsel shall not be required for a transfer by a Noteholder that is (A) a partnership transferring all of the Class B Notes shall be made unless such transfer is made pursuant assets owned by it to an effective registration statement under the Securities Act and any applicable state securities laws its partners or is exempt from the registration requirements under the Securities Act and such state securities laws. Except former partners pro rata in accordance with partnership interests, (B) a transfer pursuant corporation transferring to Rule 144A a wholly owned subsidiary or a transfer parent corporation that owns all of the capital stock of such Noteholder, (C) a limited liability company transferring all of the assets owned by it to its members or former members pro rata in accordance with their interest in the Depositor limited liability company, (D) an individual transferring to such Noteholder’s family member or by trust for the Depositor benefit of such Noteholder, or (E) transferring its Securities to an any Affiliate thereofof such Noteholder, in the event case of an institutional investor, or other Person under common management with such Noteholder; and provided, further, that a transfer is the transferee in each case agrees to be made subject to the restrictions in reliance upon an exemption from this Section 9. It is understood that the certificates evidencing 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in may bear substantially the forms set forth in Exhibit D (the following legends: “Transferor CertificateTHESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR, SUBJECT TO PERMITTED EXCEPTIONS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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. (a) As The Debentures and the Conversion Stock shall not be transferable except in compliance with the Securities Act. The Holder of any Debentures and Conversion Stock, by acceptance thereof, agrees, prior to any transfer of the date Debentures or any Conversion Stock, to give written notice to Obligor of this Indenturesuch Holder's intention to transfer such securities. Each such notice shall describe the manner and circumstances of the proposed transfer and shall be accompanied by the written opinion of counsel of such Holder, stating that in the Class B Notes have opinion of such counsel such proposed transfer does not been registered involve a transaction requiring registration or qualification of the securities under the Securities Act and will not be listed on or any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer applicable "blue sky" laws of any state of the Class B Notes United States or any applicable Canadian law. The provisions imposed by this Section 2.4 upon the transferability of the Debentures and the Conversion Stock shall be made unless cease and terminate when (i) such transfer is made securities are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act and any applicable state Act, or (ii) the Holder of the securities laws or is exempt from has met the registration requirements under the Securities Act and such state securities laws. Except in a for transfer pursuant to subparagraph (k) of Rule 144A 144 (or any successor statute) and all applicable Canadian statutes. Each Debenture and each certificate for any Conversion Shares shall (unless otherwise permitted by Section 2.4) be stamped with 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer legend in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”)following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereofIN ADDITION, there shall also be delivered to the Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities ActTHESE SECURITIES ARE SUBJECT TO THE TERMS AND CONDITIONS, which Opinion of Counsel shall not be an expense of the IssuerINCLUDING RESTRICTIONS ON TRANSFER, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCCSET FORTH IN THE CONVERTIBLE DEBENTURE PURCHASE AGREEMENT DATED AS OF JUNE 11, 1998, AMONG THE COMPANY, ARETe ASSOCIATES AND SONOMA RESOURCE CORP. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsTHESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT."

Transfer Restrictions. Each Supporting TruPS Holder agrees that, so long as either (i) this Agreement has not been validly terminated in accordance with its terms or (ii) the Effective Date of the Plan has not occurred, it shall not directly or indirectly (a) As grant any proxies to any person in connection with its TruPS Claims, or other claims against or interests in the Debtor, to vote on the Plan or any other plan in the Chapter 11 Case or (b) sell, loan, issue, pledge, hypothecate, assign, transfer, or otherwise dispose of or grant, issue, or sell any option, right to acquire, voting, participation, or other interest in any TruPS Claims or other claims or interests, in whole or in part, any TruPS Claim, or any option thereon or any right or interest therein (each of (a) and (b), a “Transfer”), unless (x) the transferee is a Party to this Agreement or (y) if the transferee is not a Party to this Agreement prior to the effectiveness of the date of Transfer, such transferee delivers to the other Parties an executed signature page for, and agrees to be bound by, this IndentureAgreement, in which event the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes transferee shall be made unless such transfer is made pursuant deemed 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 be a transfer pursuant to Rule 144A or a transfer Supporting TruPS Holder hereunder solely with respect to the Depositor or by the Depositor to an Affiliate thereof, in the event that TruPS Claims purchased from 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D Supporting TruPS Holder (the “Transferor CertificatePurchased TruPS Claims”) and Exhibit E shall be subject to all obligations and covenants of the Supporting TruPS Holders hereunder, and the transferor shall be deemed to relinquish its rights (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer and be released from its obligations) under this Agreement to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer 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 extent of the IssuerPurchased TruPS Claims. Each Supporting TruPS Holder agrees that any Transfer or purported Transfer that does not comply with this Agreement shall be deemed void ab initio and of no effect. For the avoidance of doubt, this Agreement shall in no way be construed to preclude any holder of TruPS Claims from acquiring additional Trust Junior Subordinated Debentures or TruPS Claims or any other claims against or interests in the Owner Trustee Debtor; provided that any additional Trust Junior Subordinated Debentures or TruPS Claims or any other claims against or interests in the Indenture Trustee (unless it is the transferee from whom such opinion is Debtor acquired shall, upon acquisition, automatically be deemed to be obtained) or subject to all the terms of this Agreement. For the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 avoidance of any Class B 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 shalldoubt, and does hereby agree to, indemnify the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the transfer is not so exempt or is not made following valid termination of this Agreement in accordance with federal its terms or the Effective Date of the Plan, the restrictions contained in this Section 12 shall be null and state securities lawsvoid and of no force or effect. shall, upon acquisition, automatically be deemed to be subject to all the terms of this Agreement.

Transfer Restrictions. Each Share Purchase Warrant Certificate and all Share Purchase Warrant Certificates issued in exchange therefor or in substitution therefor, shall bear the legend set forth below (a) As the “Legend”): “THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.” provided, that if the Share Purchase Warrants or Exchangeable Shares are being sold outside the United States in accordance with Rule 904 of the date of this Indenture, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered Regulation S under the Securities Act, no transfer the Legend may be removed by providing a declaration to the Trustee in the form attached as Schedule “B” hereto, or in such other form as the Corporation may from time to time prescribe, to the effect that the sale of the Class B Notes shall be securities is being made unless such transfer is made pursuant to an effective registration statement in compliance with Rule 904 of Regulation S under the United States Securities Act and any of 1933, as amended. In order to ensure compliance with 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 United States securities laws, no direct or indirect transfer or sale of Share Purchase Warrants bearing the Legend may be made except 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”). Except in a transfer pursuant to Rule 144A Legend or a transfer to the Depositor or unless otherwise reasonably determined by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is SMTC Canada to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsApplicable Legislation.

Transfer Restrictions. (a) As The Stockholder will not, without the prior written consent of Lender, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to 12,500,00 shares of the Company’s Common Stock (the “Company Shares”) or any securities convertible into or exercisable or exchangeable for Company Shares, or publicly announce an intention to effect any such transaction, for a period ending on the date upon which all of this Indenture, the Class B Notes have not been registered Borrower’s obligations under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold satisfied and paid in full and are no longer outstanding (the “Lock-up Period”), other than (i) Company Shares disposed of as bona fide gifts, (ii) transfers to any trust for the direct or indirect benefit of Stockholder or Stockholder’s immediate family; provided that it shall be a condition to any such gift or transfer that the transferee/donee agrees to be bound by the terms of this Agreement to the same extent as if the transferee/donee were a party hereto, (iii) the filing or participation in the filing of a registration statement with the Commission in respect of Company Shares or securities convertible into or exercisable or exchangeable for Company Shares under any employee option plan or other employee benefit plan or distribution reinvestment plan, and (iv) the exercise of the option to purchase shares of the Company’s Common Stock granted to Stockholder in that certain Incentive Stock Option Agreement dated May 20, 2009 (the “Option Grant”) pursuant to a transaction registered under the Securities Act, no transfer cashless exercise provisions set forth in Section 5 of the Class B Notes 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 Option Grant, only to the Depositor or by the Depositor to an Affiliate thereof, in the event extent that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, shares of Common Stock are “sold” in order to assure compliance with pay the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsexercise price thereunder.

Transfer Restrictions. (a) As a. If any Purchaser should decide to dispose of the date of this IndentureDebentures, the Class B Notes have not been registered under Warrants, the Securities Act Debenture Shares or the Warrant Shares held by it, such Purchaser understands and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made agrees that it may do so only pursuant to an effective registration statement under the Securities Act and any applicable state securities laws Act, to the Company or is exempt pursuant to an available exemption from the registration requirements of the Securities Act or Rule 144 promulgated under the Securities Act ("Rule 144"). The Company shall announce any material non-public information that it legally is required to announce on or prior to the Effectiveness Date (as defined in the Registration Rights Agreement) of the registration statement filed pursuant to the Registration Rights Agreement and shall not enter into any subsequent non-disclosure agreements that would prevent it from announcing an such state information that otherwise legally could have been announced on or prior to the Effectiveness Date, unless confidential treatment for such information is granted by the Commission. In connection with any transfer of any Debentures, Warrants, Debenture Shares or Warrant Shares other than pursuant to an effective registration statement, Rule 144 or to the Company, the Company may require the transferor thereof to provide to the Company a written opinion of counsel experienced in the area of United States securities laws. Except laws selected by the transferor, the form and substance of which opinion shall be customary for opinions of counsel in a comparable transactions, to the effect that such transfer does not require registration of such transferred securities under the Securities Act; provided, however, that if the Debentures, Warrants, Debenture Shares or Warrant Shares may be sold pursuant to Rule 144A or a 144(k), no written opinion of counsel shall be required from the Purchaser if such Purchaser provides reasonable assurances that such security can be sold pursuant to Rule 144(k). Notwithstanding the foregoing, the Company hereby consents to and agrees to register any transfer to the Depositor or by the Depositor any Purchaser to an Affiliate thereofof such Purchaser, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the event Securities Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Transaction Documents. If a Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that a public sale, assignment or transfer is to be made in reliance upon an exemption from of the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such lawsDebentures, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the IssuerDebenture Shares, the Indenture Trustee Warrants and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer Warrant Shares may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Warrants, the Debenture Shares and the Warrant Shares can be sold pursuant to Rule 144 without any restriction as to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such number of securities acquired as of a transfer shall, and does hereby agree to, indemnify the Issuerparticular date that can then be immediately sold, the Owner TrusteeCompany shall permit the transfer, and, in the case of the Debenture Shares and the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by such Purchaser and without any restrictive legend. Notwithstanding the foregoing or anything else contained herein to the contrary, the Indenture Trustee, the Depositor and TMCC (securities may be pledged as collateral in any capacity) against any liability that may result if the transfer is not so exempt connection with a bona fide margin account or is not made in accordance with federal and state securities lawsother lending arrangement.

Transfer Restrictions. (a) As Until the first anniversary of the date Issue Date, (1) any certificate evidencing a Security shall bear a legend in substantially the form identified as the “Restricted Security Legend” (the “Restricted Security Legend”) in the form of this Indenture, the Class B Notes have not been registered under Security set forth in Exhibit A and (2) any certificate representing Common Stock issued upon conversion of the Securities Act and will not be listed on any exchange. Unless and until shall bear a legend in substantially the Class B Notes have form of Exhibit B, unless such Security (or such Common Stock) has been sold pursuant to a transaction registered registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer) or sold pursuant to Rule 144 or any similar provision then in force, or unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee. Every Security (and all securities issued in exchange therefor or in substitution thereof) that bears or is required under this Section 2.10 to bear the legend required by this Section 2.10 (together with any Common Stock issued upon conversion of the Securities and required to bear the legend set forth in Exhibit B, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.10 and such legends, unless such restrictions on transfer shall be waived by written consent of the Company following receipt of legal advice supporting the permissibility of the waiver of such transfer restrictions, and the Holder of any Restricted Securities, by such Hxxxxx’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.10, the term “transfer” means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. In connection with any transfer of the Securities that are Restricted Securities prior to the date one year after the last date of original issuance of the Securities (other than a transfer pursuant to a registration statement which has been declared effective under the Securities Act), no the Holder must complete and deliver the form of assignment set forth on the certificate representing the Securities with the appropriate box checked to the Trustee (or any successor Trustee, as applicable). If the proposed transfer is pursuant to clause (2)(D) of the Class B Notes shall be made unless Restricted Security Legend, the Holder must, prior to such transfer, furnish to the Trustee (or any successor Trustee, as applicable), such certifications, legal opinions or other information as the Company may reasonably require to confirm that 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be being made pursuant to an exemption from from, or in a transaction not subject to, the registration requirements of the Securities Act, which Opinion . The Restricted Security Legend will be removed upon the earlier of Counsel shall not be an expense (1) the first anniversary of the IssuerIssue Date, (2) the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or transfer of the Depositor Security evidenced thereby pursuant to clause (2)(B) of the Restricted Security Legend or TMCC. The Depositor shall provide to (3) on any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof the Security under the Rule 144. Any Securities Act pursuant that are Restricted Securities and as to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect which such a restrictions on transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the transfer is not so exempt or is not made shall have expired in accordance with federal their terms or as to conditions for removal of the Restricted Security Legend set forth therein have been satisfied may, upon surrender of such Securities for exchange to the Security Registrar in accordance with the provisions of this Section 2.10, be exchanged for a new Security or Securities, of like tenor and state securities lawsaggregate principal amount, which shall not bear the Restricted Security Legend required by this Section 2.10. If such Restricted Security surrendered for exchange is represented by a Global Security bearing the Restricted Security Legend, the principal amount of the legended Global Securities shall be reduced by the appropriate principal amount and the principal amount of a Global Security without the Restricted Security Legend shall be increased by an equal principal amount. If a Global Security without the Restricted Security Legend is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Security to the Depositary.

Transfer Restrictions. (aRegistration of transfer of any Series 1997-2 Participation Interest containing the legend set forth on the Series 1997-2 Participation Interest attached hereto as Exhibit A-1 shall be effected only if such transfer is made to a Person that certifies to the Transfer Agent in writing that it is not an employee benefit plan, trust or account, including an individual retirement account, that is subject to ERISA or that is described in Section 4975(e)(1) As of the date Code or an entity whose underlying assets include plan assets by reason of this Indenturea plan's investment in such entity (each a "Benefit Plan"). By accepting and holding a Series 1997-2 Participation Interest, the Class B Notes a Series 1997-2 Participant shall be deemed to have represented and warranted that it is not been registered under the Securities Act a Benefit Plan and will is not purchasing a Series 1997-2 Participation Interest on behalf of a Benefit Plan. By acquiring any interest in a Book-Entry Certificate representing a Series 1997-2 Participation Interest, a Certificate Owner shall be listed deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing a Series 1997-2 Participation Interest on any exchangebehalf of a Benefit Plan. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no No transfer of the Class B Notes a Series 1997-2 Participation Interest shall be made unless a Tax Opinion is delivered and such transfer is made pursuant to an effective exempt from the registration statement under requirements of the Securities Act of 1933, as amended (the "1933 Act") and any applicable state securities laws or is exempt from the registration requirements under the Securities made in accordance with said 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 In the event that a of any such transfer, (i) unless such transfer is to be made in reliance upon an exemption from Rule 144A under the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws1933 Act, the Noteholder desiring Deposit Trustee or the Seller may require a written Opinion of Counsel (which may be in- house counsel) acceptable to effect such transfer and such Noteholder’s prospective transferee shall each certify in form and substance reasonably satisfactory to the Issuer, the Indenture Deposit Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel Seller that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities Actsaid Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Issuer, the Owner Deposit Trustee or the Indenture Seller and (ii) the Deposit Trustee (unless it is shall require the transferee from whom to execute an investment letter (in substantially the form attached hereto as Exhibit C) acceptable to and in form and substance reasonably satisfactory to the Seller and the Deposit Trustee certifying to the Seller and the Deposit Trustee the facts surrounding such opinion is to transfer, which investment letter shall not be obtained) or an expense of the Depositor Deposit Trustee or TMCCthe Seller. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder A Series 1997-2 Participant desiring to effect such a transfer shall, and does hereby agree to, to indemnify the Issuer, Deposit Trustee and the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (in any capacity) Seller against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state securities laws.

Transfer Restrictions. (a) As The Subordinated Notes, Warrants and Warrant Shares may only be disposed of the date of this Indenture, the Class B Notes have not been registered under the Securities Act in compliance with state and will not be listed on federal securities laws. In connection with any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made Securities other than pursuant to an effective registration statement statement, to the Company or to an affiliate of a Purchaser or to an entity managed by a Purchaser (provided, in such case the prospective transferee agrees in all such instances in writing to be subject to the terms hereof to the same extent as if he or she were an original Purchaser hereunder), the Company may require the transferor thereof to provide to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement. (b) The Purchasers agree to the imprinting, so long as is required by this Section 4.5 or applicable securities laws, of a legend on any of the Securities substantially in the following form (and a stop-transfer order may be placed against transfer of such certificates): [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. (c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that such Purchaser will sell any applicable state securities laws or is exempt from Securities pursuant to either 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion including any applicable prospectus delivery requirements, or an exemption therefrom, and (ii) that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of Counsel shall not be an expense distribution set forth therein, and acknowledges that the removal of the Issuer, restrictive legend from certificates representing Securities is predicated upon the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsCompany’s reliance upon this understanding.

Transfer Restrictions. (a) As a. If any Purchaser should decide to dispose of the date of this IndenturePreferred Stock, the Class B Notes have not been registered under Warrants, the Securities Act Conversion Shares or the Warrant Shares held by it, such Purchaser understands and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made agrees that it may do so (1) only pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt Act, (2) pursuant to an available exemption from the registration requirements of the Securities Act, (3) to an affiliate of the Purchaser, or (4) pursuant to Rule 144 promulgated under the Securities Act ("Rule 144"). In connection with any transfer of any Preferred Stock, the Warrants, the Conversion Shares or Warrant Shares other than pursuant to an effective registration statement, Rule 144, to the Company or to an affiliate of the Purchasers, the Company may require the transferor thereof to provide to the Company a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company, to the effect that such state transfer does not require registration of such transferred securities laws. Except in a transfer under the Securities Act; provided, however, that if the Preferred Stock, the Warrants, the Conversion Shares or Warrant Shares may be sold pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof144(k), in the event no written opinion of counsel shall be required from any Purchaser if such Purchaser provides reasonable assurances that a transfer is to such security can 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”). Except in a transfer sold pursuant to Rule 144A or a 144(k). Notwithstanding the foregoing, the Company hereby consents to and agrees to register any transfer by any Purchaser to an affiliate of such Purchaser, provided that the transferee certifies to the Depositor or by the Depositor to Company that it is an Affiliate thereof, there shall also be delivered to the Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from "accredited investor" as defined in Rule 501(a) under the Securities Act, which Opinion . Any such transferee shall agree in writing to be bound by the terms of Counsel this Agreement and the Transaction Documents and shall have the rights of a Purchaser under this Agreement and the Transaction Documents. The Company shall not be require an expense opinion of counsel in connection with the transfer of the Issuershares of Common Stock, the Owner Trustee Preferred Stock, the Warrant, the Conversion Shares or the Indenture Trustee (unless it is the transferee from whom such opinion is Warrant Shares to be obtained) or an affiliate of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsPurchaser.

Transfer Restrictions. No Stockholder shall (ai) As pledge, --------------------- hypothecate or encumber any Securities; (ii) sell, assign, transfer, or otherwise dispose of the date of this Indentureor convey ("Transfer") any Securities, the Class B Notes have not been registered under the Securities Act and will not be listed on or any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Actright, no transfer of the Class B Notes shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws title or is exempt from the registration requirements under the Securities Act and such state securities laws. Except interest therein, 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 all applicable state securities laws or (iii) Transfer any Securities, or any right, title or interest therein except for sales of Securities expressly permitted by and in compliance with this Agreement, including (without limitation) Subsection 5.2. Any attempt to Transfer, pledge, hypothecate or encumber Securities, or any right, title or interest therein, not in compliance with this Agreement shall be null and void, and the Company shall not give effect to any such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify attempted transaction or Transfer. Any Securities Transferred pursuant to the Issuerterms and requirements of this Agreement shall be Transferred free and clear of all mortgages, liens, pledges, charges and security interests or encumbrances, or any obligations or liabilities in connection therewith. Each Stockholder, on the Indenture Trustee execution and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”). Except in a transfer pursuant delivery of this Agreement, agrees that such Stockholder will not Transfer any Securities prior to Rule 144A or a transfer delivery to the Depositor or by the Depositor to Company of an Affiliate thereof, there shall also be delivered opinion of counsel in form and substance satisfactory to the Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant Company with respect to an exemption from compliance with the Securities Act, which Opinion of Counsel shall not be an expense of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom until a registration statement with respect to such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof Securities under the Securities Act pursuant has become effective. All transferees of Securities will be bound by this Agreement in the same manner and to the registration exemption provided by Rule 144A. Each Noteholder desiring same extent as the transferor and prior to effect such any Transfer must deliver to the Company and the Stockholders a transfer shall, written undertaking to be and does hereby agree to, indemnify the Issuerbecome so bound. Upon completion of any Transfer in compliance with this Agreement, the Owner Trusteetransferee shall become a Stockholder and entitled to the rights hereunder which may be duly and validly assigned to such transferee. An Existing Stockholder may transfer Securities to a Permitted Transferee provided that such transferee executes a written undertaking to be and becomes bound by this Agreement in the same manner and to the same extent as the transferring Stockholder; and provided further, that prior to the Indenture Trusteeconsummation of any transaction in which a Permitted Transferee ceases to be an Affiliate of such Stockholder, such Permitted Transferee shall reconvey all Securities to the Depositor transferring Stockholder and TMCC (in any capacity) against any liability that the Securities will remain subject to this Agreement. A Permitted Transferee may result if not subsequently transfer the transfer is not so exempt or is not made in accordance with federal and state securities lawsSecurities, except transfers of Securities back to the transferring Stockholder.

Transfer Restrictions. (a) As If the Purchaser should decide to dispose of the date of this IndentureCommon stock held by it, the Class B Notes have not been registered under the Securities Act Purchaser understands and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made agrees that it may do so only pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt Act, pursuant to an available exemption from the registration requirements of the Securities Act or Rule 144 promulgated under the Securities Act ("RULE 144") or to the Company. In connection with any transfer or disposition of any Common stock other than pursuant to an effective registration statement, Rule 144 or to the Company, the Company may require the transferor thereof to provide to the Company a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that such transfer or disposition does not require registration of such transferred securities under the Securities Act; PROVIDED, HOWEVER, that if the Common stock may be sold pursuant to Rule 144(k), no written opinion of counsel shall be required from the Purchaser if such Purchaser provides reasonable assurances that such security can be sold pursuant to Rule 144(k). Notwithstanding the foregoing, the Company hereby consents to and agrees to register any transfer by any Purchaser to an Affiliate of such Purchaser, PROVIDED that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and is not a U.S. Person. Any such state securities lawstransferee shall also agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement. Except In addition, if the Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in a transfer pursuant to Rule 144A or a transfer comparable transactions, to the Depositor or by the Depositor to an Affiliate thereof, in the event effect that a public sale, assignment or transfer is to be made in reliance upon an exemption from of 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer Common stock may be made pursuant to an exemption from without registration under the Securities Act, which Opinion of Counsel shall not or the Purchaser provides the Company with reasonable assurances that the Common stock can be an expense of the Issuersold pursuant to Rule 144(k), the Owner Trustee Company shall permit the transfer. Notwithstanding the foregoing or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof under the Securities Act pursuant anything else contained herein to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuercontrary, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (Common stock may be pledged as collateral in any capacity) against any liability that may result if the transfer is not so exempt connection with a bona fide margin account or is not made other lending arrangement in accordance with federal and state securities lawsthe Securities Act.

Transfer Restrictions. (a) As The Initial Covered Class D-1 Holders shall deliver on or prior to the Covered Purchase Date to the Seller and the Trustee a purchaser representation letter substantially in the form attached hereto as Exhibit C for such Initial Covered Class D-1 Holder and for each Funding Source executing a liquidity agreement as a "Liquidity Bank" on such date. Additionally, for so long as any Structured Holder is a Covered Class D-1 Holder, such Structured Holder shall require each Funding Source that executes a Credit Agreement or liquidity agreement pursuant to which such Funding Source agrees to purchase an interest in all or a portion of the date Class D-1 Investor Interest from time to time to deliver to the Seller and the Trustee a purchaser representation letter substantially in the form attached hereto as Exhibit C for such Funding Source on or prior to the execution of this Indenturesuch Credit Agreement or liquidity agreement. No Class D Certificate may be offered, sold or otherwise transferred to any Person (other than the Seller) unless (x) the Seller shall have been given an opportunity to purchase such Class D Certificate in accordance with subsection 7.8(c) and (y) if the Seller does not exercise its right to purchase such Class D Certificate, the Seller shall have given its prior written approval to such offer, sale or transfer (which approval shall not be unreasonably withheld). In addition, no Class B Notes have D-2 Certificate held by the Seller or an Affiliate may be sold or transferred to any Person (other than the Seller or one of its Affiliates) without the prior written consent of the Required Class D-1 Holders. Each Class D Holder further agrees that it will not been registered under make any general solicitation or general advertising for the Securities Act offer or sale of its Class D Certificate and will not be listed on transfer its Class D Certificate (or any exchange. Unless and until the Class B Notes have been sold pursuant portion thereof) to any Person except to a transaction registered Person within the United States which such Class D Holder reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) that is purchasing (1) for its own account or (2) for the account of a "qualified institutional buyer" (as so defined) that is aware that such resale, pledge or transfer is being made in reliance on an exemption from registration under the Act. Additionally, no such transfer shall be made to any Person unless such Person shall have delivered to the Seller and the Trustee a purchaser representation letter substantially in the form attached hereto as Exhibit C. Each Class D Holder further agrees to provide to any Person purchasing a Class D Certificate (or any portion thereof) from it a notice advising such purchaser that resales of the Class B Notes 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B Notes and the Receivables and such other information Certificates are restricted as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsstated above.

Transfer Restrictions. (a) As If any Purchaser should decide to dispose of the date of this Indenture, the Class B Notes have not been registered under the Securities Act and will not be listed on Shares or any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer portion of the Class B Notes shall be made unless such transfer is made Warrants (and upon conversion or exercise thereof, as the case may be, of any of the Underlying Shares) held by it, each Purchaser understands and agrees that it may do so only pursuant to an effective registration statement under the Securities Act and any applicable state securities laws Act, to the Company or is exempt pursuant to an available exemption from the registration requirements of the Securities Act. In connection with any transfer of any Shares, Warrants or any Underlying Shares other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register (i) any transfer of Shares or Warrants by one Purchaser to another Purchaser, and agrees that no documentation other than executed transfer documents shall be required for any such state securities laws. Except in a transfer, and (ii) any transfer pursuant to Rule 144A of Shares or a transfer to the Depositor or Warrants by the Depositor any Purchaser to an Affiliate thereofof such Purchaser or to an Affiliate of another Purchaser, or any transfer among any such Affiliates, provided that transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Any such transferee shall be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement. [NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE [EXERCISABLE] HAVE] [THE SECURITIES REPRESENTED HEREBY HAVE NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. [FOR SHARES ONLY] THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND CONVERSION SET FORTH IN A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF FEBRUARY 27, 1998, EXECUTED BY THE ORIGINAL HOLDER HEREOF. A COPY OF THAT AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF ONCORMED, INC. The Underlying Shares issuable upon conversion of Shares or as payment of dividends thereon or exercise of the Warrants shall not contain the legend set forth above nor any other legend if, in the event that a transfer written opinion of counsel to the Company experienced in the area of United States securities laws, such legend is to be made in reliance upon an exemption from not required under applicable requirements of the Securities Act (including judicial interpretations and state securities laws, in order to assure compliance with pronouncements issued by the Securities Act and such laws, staff of the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”Commission). Except in The Company agrees that it will provide each Purchaser, upon request, with a transfer pursuant to Rule 144A certificate or a transfer to the Depositor or by the Depositor to an Affiliate thereofcertificates representing Underlying Shares, there shall also be delivered to the Issuer and the Indenture Trustee an Opinion of Counsel that free from such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Issuer, the Owner Trustee or the Indenture Trustee (unless it legend at such time as such legend is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsno longer required hereunder.

Transfer Restrictions. (a) As So long as this Agreement has not been terminated in accordance with its terms, no Consenting Noteholder shall (i) sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any Beneficial Ownership) in the date Notes, as the case may be, set forth on Schedule 1 hereto, in whole or in part or (ii) grant any proxies or deposit any of this Indenturesuch Consenting Noteholder’s Beneficial Ownership in the Notes, as the case may be, set forth on Schedule 1 hereto into a voting trust, or enter into a voting agreement with respect to any such Notes (collectively, the Class B Notes have not been registered under actions described in clauses (i) and (ii), a “Transfer”), unless it satisfies the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to following requirement (a transaction registered under the Securities Acttransferee that satisfies such requirement, no transfer of the Class B Notes 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 a “Permitted Transferee,” and such state securities laws. Except in Transfer, a transfer pursuant “Permitted Transfer”): the intended transferee executes and delivers 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 counsel to the Issuer and the Indenture Trustee Trustee, on a confidential basis, on the terms set forth in clauses (b) through (d) below an Opinion executed form of Counsel the Transfer Agreement before such Transfer is effective (it being understood that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel any Transfer shall not be an expense effective until notification of such Transfer and a copy of the Issuer, executed Transfer Agreement is received by the Owner Trustee or Issuer and the Indenture Trustee in each case, on the terms set forth herein), in which event, from and after the delivery of such executed copy of such Transfer Agreement (unless it is if required under clauses (b) through (d) below), the transferee transferor shall be deemed to relinquish its rights, and be released from whom such opinion is its obligations, under this RSA, provided that any transferor Consenting Noteholder who Transfers less than all ownership (including any Beneficial Ownership) in the Notes shall remain subject to be obtained) or this RSA with respect to any portions of the Depositor or TMCC. The Depositor Notes not transferred, provided further that in no event shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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) Transfer relieve a Party hereto from liability for transfer its breach or non-performance of any Class B Notes without registration thereof under the Securities Act pursuant its obligations hereunder prior to the registration exemption provided by Rule 144A. Each Noteholder desiring date of delivery of such Transfer Agreement. Notwithstanding anything herein to effect such a transfer shallthe contrary, and does hereby agree to, indemnify the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the transfer is so long as this Agreement has not so exempt or is not made been terminated in accordance with federal its terms, each Consenting Noteholder may offer, sell, or otherwise transfer any or all of its holdings of the Notes to any entity that, as of the date of transfer, controls, is controlled by, or is under common control with such Consenting Noteholder; provided, however, that such entity shall automatically be subject to the terms of this Agreement and state securities lawsbe a Consenting Noteholder hereunder, and shall execute a Transfer Agreement.

Transfer Restrictions. (a) As The Initial Class C Holder shall deliver, on or prior to the Closing Date, to the to the Seller and the Trustee a purchaser representation letter substantially in the form attached hereto as Exhibit B for such Initial Class C Holder and for each Funding Source executing the Liquidity Agreement as a "Liquidity Bank" on the Closing Date. Additionally, for so long as any Structured Holder is a Class C Holder, such Structured Holder shall require each Funding Source that executes a Credit Agreement or Liquidity Agreement pursuant to which such Funding Source agrees to purchase an interest in all or a portion of the date Class C Investor Interest from time to time to deliver to the Seller and the Trustee a purchaser representation letter substantially in the form attached hereto as Exhibit B for such Funding Source on or prior to the execution of this Indenturesuch Credit Agreement or Liquidity Agreement. No Class C Certificate may be offered, sold or otherwise transferred to any Person (other than the Seller or a State Street Related Party) unless (x) the Seller shall have been given an opportunity to purchase such Class C Certificate in accordance with Section 7.8(c) and (y) if the Seller does not exercise its right to purchase such Class C Certificate, the Seller shall have given its prior written approval to such offer, sale or transfer (which approval shall not be unreasonably withheld). Each Class B Notes have C Holder further agrees that it will not been registered under make any general solicitation or general advertising for the Securities Act offer or sale of its Class C Certificate and will not be listed on transfer its Class C Certificate (or any exchange. Unless and until the Class B Notes have been sold pursuant portion thereof) to any Person except to a transaction registered Person within the United States which such Class C Holder reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) that is purchasing (1) for its own account or (2) for the account of a "qualified institutional buyer" (as so defined) that is, in either case, aware that such resale, pledge or transfer is being made in reliance on an exemption from registration under the Act, no transfer and, in either case, unless such Person is a U.S. Person (as defined in Section 7701(a)(30) of the Code) and shall have delivered to such Class C Holder a purchaser representation letter substantially in the form attached hereto as Exhibit B. Each Class C Holder further agrees to provide to any Person purchasing a Class C Certificate (or any portion thereof) from it a notice advising such purchaser that resales of the Class B Notes 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B Notes and the Receivables and such other information C Certificates are restricted as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsstated above.

Transfer Restrictions. (a) As Each Holder acknowledges and agrees to the that the following legend shall be imprinted on any certificate or book-entry security entitlement evidencing any of the date of this IndentureRegistrable Securities, but solely to the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold extent required pursuant to a transaction registered under the Securities Act, no transfer terms of the Class B Notes Purchase Agreement: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. This legend shall be made unless removed by the Company from any certificate or book-entry security entitlement evidencing the Registrable Securities upon delivery by the holder thereof to the Company of a written request to that effect if at the time of such transfer is made pursuant to an effective written request (i) a registration statement under the Securities Act and any applicable state securities laws is at that time in effect with respect to the legended security, or is exempt from (ii) the registration requirements under the Securities Act and such state securities laws. Except legended security can be transferred in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor to an Affiliate thereof, transaction 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from 144 under the Securities Act, which Opinion and, in the case of Counsel shall not be an expense (ii), upon the request and in the reasonable discretion of the IssuerCompany’s transfer agent, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom holder of such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder Registrable Securities executes and any prospective transferee designated by any such Noteholder information delivers a representation letter that includes customary representations regarding the Class B Notes holding requirements and the Receivables and whether such other information as shall be necessary to satisfy the condition to eligibility set forth in holder is an “affiliate” for purposes of Rule 144A(d)(4) for transfer of any Class B Notes without registration thereof 144 under the Securities Act pursuant Act. Notwithstanding anything in this Agreement to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuercontrary, the Owner Trustee, Company acknowledges and re-affirms its obligations to remove legends from Registrable Securities and/or to issue the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the transfer is not so exempt or is not made same free of legends in accordance with federal the provisions of Sections 3.12 and state securities laws5.17 of the Purchase Agreement, and nothing in this Agreement shall be construed so as to limit such obligations of the Company as provided in the Purchase Agreement. The Company represents and warrants to the Stockholders that the Company is not currently a shell company (as defined in Rule 405 promulgated under the Securities Act).

Transfer Restrictions. (a) As If the Purchaser should decide to dispose of the date of this IndentureRestated Series D Debentures, the Class B Notes have not been registered under Restated Series D Warrants, the Securities Act Debentures Shares or the Warrant Shares held by it, the Purchaser understands and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made agrees that it may do so only (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt Act, (ii) to the Company, (iii) pursuant to an available exemption from the registration requirements of the Securities Act, or (iv) pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule) ("Rule 144"). In connection with any transfer of any Restated Series D Debentures, Restated Series D Warrants, Debenture Shares or Warrant Shares pursuant to clause (iii) of the preceding sentence, the Company may require the transferor thereof to provide to the Company a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register any transfer by the Purchaser to an "affiliate" (as defined in Rule 144) of the Purchaser, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and such state securities lawsagrees to be bound by the terms of this Agreement and, if applicable, the Series D Registration Rights Agreement. Except in a transfer pursuant to Rule 144A Such transferee shall have the rights and obligations of the Purchaser under this Agreement and, if applicable, the Series D Registration Rights Agreement. Notwithstanding the foregoing or a transfer anything else contained herein to the Depositor or by the Depositor to an Affiliate thereofcontrary, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities lawsmay be pledged as collateral in connection with a bona fide margin account or other lending arrangement; provided, in order however, that upon execution on any such pledge, the pledgee shall be subject to assure compliance with the restrictions on transfer of the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee and the Depositor contained in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsthis Section 3.1.

Transfer Restrictions. (a) As a. If the Purchaser should decide to dispose of the date of this IndentureShares, the Class A Warrant, the B Notes have not been registered under Warrant or the Securities Act Warrant Shares held by it, the Purchaser understands and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made agrees that it may do so only pursuant to an effective registration statement under the Securities Act and any applicable state securities laws Act, to the Company or is exempt pursuant to an available exemption from the registration requirements of the Securities Act, including Rule 144 promulgated under the Securities Act ("Rule 144"). In -------- connection with any transfer of any Shares, A Warrant, B Warrant or Warrant Shares other than pursuant to an effective registration statement, Rule 144 or to the Company, the Company may require the transferor thereof to provide to the Company a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that such state transfer does not require registration of such transferred securities laws. Except in a transfer under the Securities Act; provided, however, that if the -------- ------- Shares, A Warrant, B Warrant or Warrant Shares may be sold pursuant to Rule 144A or a 144(k), no written opinion of counsel shall be required from the Purchaser if the Purchaser provides reasonable assurances that such security can be sold pursuant to Rule 144(k). Notwithstanding the foregoing, the Company hereby consents to and agrees to register any transfer to the Depositor or by the Depositor Purchaser to an Affiliate thereofof the Purchaser, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the event Securities Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Transaction Documents. If the Purchaser provides the Company with an opinion of counsel, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that a public sale, assignment or transfer is to be made in reliance upon an exemption from of the Securities Act and state securities lawsShares, in order to assure compliance with the Securities Act and such lawsA Warrant, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee B Warrant and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer Warrant Shares may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof under the Securities Act or the Purchaser provides the Company with reasonable assurances that the Shares, A Warrant, B Warrant and the Warrant Shares can be sold pursuant to Rule 144 without any restriction as to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such number of securities acquired as of a transfer shall, and does hereby agree to, indemnify the Issuerparticular date that can then be immediately sold, the Owner TrusteeCompany shall permit the transfer, and, in the case of the Warrant Shares, promptly instruct its transfer agent to issue one or more certificates in such name and in such denominations as specified by the Purchaser and without any restrictive legend. Notwithstanding the foregoing or anything else contained herein to the contrary, the Indenture Trustee, the Depositor and TMCC (securities may be pledged as collateral in any capacity) against any liability that may result if the transfer is not so exempt connection with a bona fide ---- ---- margin account or is not made in accordance with federal and state securities lawsother lending arrangement.

Transfer Restrictions. The Purchaser understands that except as provided in Section E hereof: (ai) As of the date of this Indenture, the Class B Notes The Securities have not been and are not being registered under the Securities Act or any state securities laws, and will may not be listed on any exchange. Unless and until offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Class B Notes Purchaser shall have been sold delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to a transaction registered an exemption from such registration, or (C) the Purchaser provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, no transfer as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Class B Notes shall Securities made in reliance on Rule 144 may be made unless such transfer only in accordance with the terms of Rule 144 and further, if Rule 144 is made pursuant not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an effective registration statement underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Securities and Exchange Commission (the “SEC”), thereunder; and (iii) neither the Company nor any applicable other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities to a financial institution that is exempt from the registration requirements an “accredited investor” under Rule 501(a) under the Securities Act Act. Such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and such state securities laws. Except in no Purchaser effecting a transfer pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to Rule 144A this Agreement or a transfer to the Depositor or by the Depositor to an Affiliate thereofany other Offering Document, in the event including, without limitation, this Section (B)(8); provided, 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 lawsmake any sale, transfer or assignment of Securities, the Noteholder desiring to effect Purchaser and its pledgee makes such transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee and the Depositor disposition in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”). Except in a transfer accordance with or pursuant to Rule 144A a registration statement or a transfer to the Depositor or by the Depositor to an Affiliate thereof, there shall also be delivered to the Issuer and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from under the Securities Act, which Opinion of Counsel shall not be an expense of the Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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. (a) As The Exchange Shares to be issued to the Cobalt Shareholders will not at the time of the date of this Indenture, the Class B Notes have not been issuance be registered under the Securities Act and will not be listed of 1933, as amended (the "SECURITIES ACT"), on any exchange. Unless and until the Class B Notes have been sold ground that the issuance thereof in the Exchange is exempt from registration pursuant to a transaction registered under Section 4(2) thereof and/or Regulation D thereunder. The parties understand that the Securities Act, no availability of such exemption is based in part upon the imposition of restrictions on the transfer of the Class B Notes shall Exchange Shares, upon certain information supplied to UBICS by Cobalt and the Shareholders and upon the representations of Cobalt and the Shareholders set forth in this Agreement. The Exchange Shares may not be made unless such transfer is made transferred except pursuant to an effective registration statement under the Securities Act or an exemption from such registration requirements and any compliance with 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCClaw. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding following legend will be placed on the Class B Notes and certificates representing 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 Class B 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 shallExchange Shares: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS, and does hereby agree toAND SUCH SHARES MAY NOT BE SOLD, indemnify the IssuerENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT, the Owner TrusteeAND, the Indenture TrusteeIF AN EXEMPTION SHALL BE APPLICABLE, the Depositor and TMCC (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 lawsTHE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Transfer Restrictions. The undersigned will not offer to sell, transfer or otherwise dispose of any of the IPI Stock except: (a) As in compliance with the applicable provisions of Rule 144; (b) in a transaction that is otherwise exempt from the registration requirements of the date Securities Act; or (c) in an offering registered under the Securities Act. The undersigned consents to have a restrictive legend endorsed on the certificate evidencing the IPI Stock. The endorsement may read substantially as follows: "The shares represented by this certificate were issued in a transaction to which Rule 144 promulgated under the Securities Act of 1933, as amended (the "Act"), applies, and may be sold or otherwise transferred only in compliance with the limitations of such Rule 144, or upon receipt by IPI of an opinion of counsel reasonably satisfactory to it that some other exemption from registration under the Act is available, or pursuant to a registration statement under the Act." IPI's transfer agent shall be given an appropriate stop transfer order and shall not be required to register any attempted transfer of any IPI Stock, unless the transfer has been effected in compliance with the terms of this Indentureletter agreement. It is understood and agreed that this letter agreement shall terminate and be of no further force and effect and the restrictive legend set forth above shall be removed by delivery of substitute certificates without such legend, and the Class B Notes related stop transfer restrictions shall be lifted forthwith, if: (i) any such shares of IPI Stock shall have not been registered under the Securities Act for sale, transfer or other disposition by me or on my behalf and will not be listed on are sold, transferred or otherwise disposed of; or (ii) any exchange. Unless such shares of IPI Stock are sold in accordance with the provisions of paragraphs (c), (e), (f) and until the Class B Notes have been sold pursuant to a transaction registered (g) of Rule 144 promulgated under the Securities Act, no transfer ; or (iii) the undersigned is not at the time of such disposition an affiliate of IPI and have been the beneficial owner of such IPI Stock for at least one year (or such other period as may be prescribed thereunder) and IPI has filed with the Commission all of the Class B Notes shall be made unless such transfer reports it is made pursuant required to an effective registration statement file under the Securities Exchange Act of 1934, as amended, during the preceding twelve months; or (iv) the undersigned has not been for at least three months an affiliate of IPI and any applicable state securities laws has been the beneficial owner of such IPI Stock for at least two years (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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel that such transfer other period as may be made pursuant to an exemption from prescribed by the Securities Act, which Opinion and the rules and regulations promulgated thereunder); or (v) IPI shall have received an opinion of Counsel shall counsel acceptable to IPI to the effect that the stock transfer restrictions and the legend are not be an expense required. I have carefully read this letter agreement and have discussed the requirements and other applicable limitations upon the undersigned's ability to offer to sell, transfer or otherwise dispose of the IssuerIPI Stock, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring extent deemed necessary consulted with counsel. --------------------------------- Signature --------------------------------- Print Name EXHIBIT 2.2 Allocation of Purchase Price Cash Actual Accounts Receivable Actual Inventory Actual Prepaids Actual Fixed Assets Up to effect such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC $ ___________ Intellectual Property/Intangibles Other than Goodwill Up to $ ___________ Non-competition/Goodwill Balance (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.any)

Transfer Restrictions. (a) As If the Purchaser should decide to dispose of the date of this IndentureClosing Conversion Shares, the Class B Notes have not been registered under Amended Series D Debentures, the Securities Act Amended Series D Warrants, the Debentures Shares or the Warrant Shares held by it, the Purchaser understands and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made agrees that it may do so only (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt Act, (ii) to the Company, (iii) pursuant to an available exemption from the registration requirements of the Securities Act, or (iv) pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule) ("RULE 144"). In connection with any transfer of any Closing Conversion Shares, Amended Series D Debentures, Amended Series D Warrants, Debenture Shares or Warrant Shares pursuant to clause (iii) of the preceding sentence, the Company may require the transferor thereof to provide to the Company a written opinion of counsel experienced in the area of United States securities laws selected by the transferor, the form and substance of which opinion shall be customary for opinions of counsel in comparable transactions, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register any transfer by the Purchaser to an "affiliate" (as defined in Rule 144) of the Purchaser, provided that the transferee certifies to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act and such state securities lawsagrees to be bound by the terms of this Agreement and, if applicable, the Series C Registration Rights Agreement or Series D Registration Rights Agreement. Except in a transfer pursuant to Rule 144A Such transferee shall have the rights and obligations of the Purchaser under this Agreement and, if applicable, the Series C Registration Rights Agreement or a transfer Series D Registration Rights Agreement. Notwithstanding the foregoing or anything else contained herein to the Depositor or by the Depositor to an Affiliate thereofcontrary, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities lawsmay be pledged as collateral in connection with a bona fide margin account or other lending arrangement; provided, in order however, that upon execution on any such pledge, the pledgee shall be subject to assure compliance with the restrictions on transfer of the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee and the Depositor contained in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsthis Agreement.

Transfer Restrictions. This Appendix C is attached to and made a part of this Subscription Agreement with the Subscriber. Capitalized terms not defined herein shall have the meanings assigned to them in this Subscription Agreement. A Subscriber may Transfer its Capital Commitment or Shares (a) As or any portion of either), so long as the transferee satisfies applicable eligibility and/or suitability requirements and the Transfer is otherwise made in accordance with applicable securities, tax, anti-money laundering and other applicable laws and in compliance with the terms of the date Subscription Agreement. No Transfer will be effectuated except by registration of this Indenturethe Transfer on the Fund’s books. Registration of any Transfer on the Fund’s books may be withheld if, in the Class B Notes have not been registered under opinion of counsel (who may be counsel for the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under Fund), such Transfer would violate the Securities Act, no transfer any state (or other jurisdiction) securities or “blue sky” laws applicable to the Fund or the Shares to be Transferred, or any other laws. The Subscriber agrees that it will pay all reasonable expenses, including attorneys’ fees, incurred by the Fund in connection with any Transfer of its Capital Commitment and/or all or any fraction of its Shares, prior to the consummation of such Transfer. Any person that acquires all or any portion of the Class B Notes Shares of the Subscriber in a Transfer permitted under this Appendix C shall be made unless such transfer is made pursuant obligated 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 pay to the Depositor or by Fund the Depositor to an Affiliate thereof, appropriate portion of any amounts thereafter becoming due in respect of the event that a transfer is Capital Commitment committed to be made by its predecessor in reliance upon an exemption interest. The Subscriber agrees that, notwithstanding the Transfer of all or any fraction of its Shares, as between it and the Fund, it shall remain liable for its Capital Commitment, and all obligations under this Subscription Agreement relating thereto (without taking into account the Transfer of all or a fraction of such Shares), prior to the time, if any, when the purchaser, assignee or transferee of such Shares, or fraction thereof, becomes a holder of such Shares. In addition, the Fund will use commercially reasonable efforts to prevent its assets from being deemed to constitute “plan assets” for purposes of ERISA or Section 4975 of the Securities Act and state securities lawsCode. The Fund may reject any Transfer of the Subscriber’s Capital Commitment and/or Shares if the Fund determines, in order its discretion, that such Transfer could (1) result in any portion of the Fund’s assets being considered to assure compliance be “plan assets” for purposes of ERISA or Section 4975 of the Code or (2) constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a non-exempt violation of any laws similar to ERISA or Section 4975 of the Code. The Fund may, in its sole discretion, not recognize for any purpose any purported Transfer of all or any portion of the Shares and shall be entitled to treat the transferor of Shares as the absolute owner thereof in all respects, and shall incur no liability for distributions or dividends made in good faith to it, unless there shall have been filed with the Securities Act Fund a dated notice of such Transfer, in form satisfactory to the Fund, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such laws, notice (a) contains the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”). Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or acceptance by the Depositor purchaser, assignee or transferee of all of the terms and provisions of this Subscription Agreement and its agreement to an Affiliate thereofbe bound thereby, there shall also be delivered to the Issuer and the Indenture Trustee an Opinion of Counsel (b) represents 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the transfer is not so exempt or is not Transfer was made in accordance with federal this Subscription Agreement, the provisions of the Memorandum or other Operative Documents, as applicable, and state securities lawsall applicable laws and regulations applicable to the transferee and the transferor.

Transfer Restrictions. (a) As The Purchaser understands that the Company may, as a condition to the transfer of any of the date Shares, require that the request for transfer be accompanied by an opinion of this Indenturecounsel reasonably satisfactory to the Company, to the Class B Notes have effect that the proposed transfer does not been registered result in a violation of the Securities Act, unless such transfer is covered by an effective registration statement or by Rule 144 or Rule 144A under the Securities Act and will Act; provided, however, that an opinion of counsel shall not be listed on required for a transfer by the Purchaser that is: (A) a partnership transferring to its partners or former partners in accordance with partnership interests; (B) a corporation transferring to a wholly owned subsidiary or a parent corporation that owns all of the capital stock of the Purchaser; (C) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company; (D) transferring the Shares to any exchange. Unless and until Affiliate of the Class B Notes have been sold Purchaser or other Person under common management with the Purchaser; or (F) a transfer that is made pursuant to a transaction registered bona fide gift to a third party; provided, further, that (i) the transferee in each case agrees to be subject to the restrictions in this Section 7 and provides the Company with a representation letter containing customary investment representations under the Securities Act, no transfer (ii) the Company satisfies itself that the number of the Class B Notes shall be made unless such transfer transferees is made pursuant to an effective registration statement under the Securities Act sufficiently limited 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, (iii) in the event case of transferees that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities lawsare partners or limited liability company members, 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (in any capacity) against any liability that may result if the transfer is not so exempt for no consideration. It is understood that the certificate or is not made in accordance with federal and state securities lawsbook entry statement evidencing the Shares may bear substantially the following legend: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.”

Transfer Restrictions. (a) As If permitted by applicable law, certificates evidencing the Underlying Shares shall not contain a restrictive legend: (i) while a registration statement covering the resale of the date of this Indenture, the Class B Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered such security is effective under the Securities Act, no transfer (ii) following any sale of such Underlying Shares pursuant to Rule 144 or Section 4(a)(1) under the Securities Act, (iii) if such Underlying Shares are eligible for sale under Rule 144 or (iv) if such legend is not required under applicable requirements of the Class B Notes Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). If permitted by applicable law the Company shall be made unless such transfer cause its counsel to issue a legal opinion to the Transfer Agent promptly if required by the Transfer Agent to effect the removal of the legend hereunder. If permitted by applicable law, and if all or any portion of the Note is made pursuant to converted or Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or Section 4(a)(1) under the Securities Act and any or if such legend is not otherwise required under applicable state securities laws or is exempt from the registration requirements under of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such state securities lawsUnderlying Shares shall be issued free of all legends. Except The Company agrees that following any of the events set forth in (i)-(iv) above or at such time as such legend is no longer required, it will, no later than three Trading Days following the delivery by a transfer pursuant to Rule 144A or a transfer Purchaser to the Depositor Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends, in addition, the Company shall deliver such Purchaser a copy of such opinion, the instruction letter to the Transfer Agent, the resolution of the Board of Directors authorizing the Transaction Documents and any additional supporting documentation as may be requested 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, Purchaser in order to assure compliance deposit Underlying Shares in accounts 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D its prime broker (the “Transferor Certificate”) and Exhibit E (the “Investment Letter”or other brokerage account). 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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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. (a) As of the date Notwithstanding any other provision of this IndentureArticle VII, the Class B Notes have not been registered under the Securities Act and will not Oxford covenants Retained Shares may be listed on any exchange. Unless and until the Class B Notes have been sold disposed of only pursuant to a transaction registered under an effective registration statement under, and in compliance with the requirements of, the Securities Act, no transfer or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Class B Notes Securities Act, and in compliance with any applicable U.S. federal and U.S. state securities laws. Each share certificate representing Retained Shares (and any shares of Holdco issued in respect thereof or into which any such securities shall be converted or exchanged in connection with stock splits, reverse stock splits, stock dividends or distributions, combinations or similar recapitalizations, reclassifications or capital reorganizations occurring after the issuance of the Retained Shares) shall bear the following legend (and a comparable notation or other arrangement will be made unless with respect to any uncertificated shares): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. In connection with any disposition of any such transfer is made securities, Oxford agrees that it will, if requested by Holdco and as a condition to such disposition (other than a disposition pursuant to an effective registration statement under the Securities Act Act), deliver at its expense to Holdco an opinion of reputable U.S. counsel selected by Oxford and any applicable state securities laws or is exempt from the reasonably acceptable to Holdco, in form and substance reasonably satisfactory to Holdco and counsel for Holdco, that such disposition does not require 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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. (a) As If , at the time of the date surrender of this IndentureWarrant in connection with any transfer of this Warrant, the Class B Notes have not been registered under the Securities Act and will transfer of this Warrant shall not be listed on any exchange. Unless and until the Class B Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of the Class B Notes shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any under 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 blue sky laws, the Noteholder desiring to effect Company may require, as a condition of allowing such transfer and such Noteholder’s prospective (i) that the Holder or transferee shall each certify of this Warrant, as the case may be, furnish to the IssuerCompany a written opinion of counsel (which opinion shall be in form, the Indenture Trustee substance and the Depositor scope customary for opinions of counsel in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”comparable transactions) and Exhibit E (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 Issuer and the Indenture Trustee an Opinion of Counsel effect 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B Notes without registration thereof under the Securities Act pursuant and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the registration exemption provided by Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 144A. Each Noteholder desiring to effect such 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a transfer shallqualified institutional buyer as defined in Rule 144A(a) under the Securities Act A legend in substantially the following form has been or will be placed on any certificate(s) or other document(s) evidencing the Shares: THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, and does hereby agree toAS AMENDED (THE “SECURITIES ACT”), indemnify the IssuerOR THE SECURITIES LAW OF ANY STATE OF THE UNITED STATES OR FOREIGN JURISDICTION. THE TRANSFER OF THESE SECURITIES IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT, the Owner TrusteePURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, the Indenture Trustee, the Depositor and TMCC (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 lawsOR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Transfer Restrictions. Except as permitted by subsection (b) of this Section 208 or as otherwise determined by the Company as set forth below in this subsection (a), the 2008 Securities shall bear the Restricted Securities Legend and may not be transferred except in compliance with the Restricted Securities Legend unless otherwise determined by the Company in accordance with applicable law. Unless with respect to the whole or any portion of any Restricted Security the Company determines otherwise in accordance with applicable law, the Restricted Securities Legend borne by such Restricted Security shall be removed by the Company (i) As in the case of any Rule 144A Global Security or any Definitive Registered 2008 Security issued in exchange for an interest therein, upon presentation to the Trustee of such Restricted Security by the Holder thereof at any time on or after the occurrence of the date "Resale Restriction Termination Date" on such Legend and (ii) in the case of this Indentureany Regulation S Global Security or any Definitive Registered 2008 Security issued in exchange for an interest therein, upon presentation to the Trustee of such Restricted Security by the Holder thereof at any time on or after the expiration of the "restricted period" (within the meaning of Regulation S) with respect to any such Security shall have occurred. If a holder of a beneficial interest in a Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Security, or if a holder of a beneficial interest in a Regulation S Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Rule 144A Global Security, upon receipt of the Trustee of (A) written instructions given in accordance with the rules and procedures of DTC (together with, as applicable, the Class B Notes have not been registered under rules and procedures of the Securities Act Euroclear System and will not Cedel Bank, the "Applicable Procedures") from the applicable Participant directing the Book-Entry Depositary to cause to be listed on any exchange. Unless credited to another account of a Participant a beneficial interest in such Regulation S Global Security or Rule 144A Global Security (as the case may be) equal to that of the beneficial interest in such Rule 144A Global Security or Regulation S Global Security (as the case may be) to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding such other account, as well as the account of The Euroclear System or Cedel Bank ( as the case may be) for which such other account is held, to be credited with, and until the Class B Notes have been sold pursuant account of such applicable Participant to be debited for, such beneficial interest and (C) a transaction registered under certificate satisfactory to the Company, the Guarantor and the Trustee, as to such transfer's compliance with the registration requirements of the Securities Act, no transfer given by the transferor of such beneficial interest, the Trustee shall (1) reduce or increase (as the case may be) the principal amount of such Rule 144A Global Security, and increase or reduce (as the case may be) the principal amount of such Regulation S Global Security, in each case by an amount equal to the principal amount of the Class B Notes shall be made unless beneficial interest in 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 Global Security or Regulation S Global Security (as the case may be) to be so transferred, as evidenced by appropriate endorsement on Schedule A to each such Global Security, (2) instruct the Book-Entry Depositary to make a transfer corresponding reduction or increase (as the case may be) to the Depositor or by Book-Entry Interests relating to such Global Security and (3) cause the Depositor Book-Entry Depositary to an Affiliate thereof, instruct DTC to credit and debit such beneficial interests to the respective accounts specified in the event that a transfer is instructions referred 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 Issuer, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and Exhibit E (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 Issuer 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 Issuer, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or TMCC. The Depositor shall provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Class B 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 Class B 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and TMCC (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 lawsabove.