Transfer of Retained Notes. Any Retained Notes will not be treated as issued or outstanding for U.S. federal income tax purposes as of the Closing Date. With respect to any Retained Notes that are sold or otherwise transferred after the Closing Date in a manner that results in any such Note becoming treated as issued and outstanding for U.S. federal income tax purposes (a “Later-Sold Note”), such sale or transfer shall not be effective unless (A) the Trust, the Owner Trustee and the Indenture Trustee receive a Debt Opinion with respect to such Later-Sold Note (which such opinion shall include the Class, Note Balance and “CUSIP” number of such Later-Sold Note) and (B) either (i) such Later-Sold Note has a “CUSIP” number that is different than that of any other outstanding Note immediately prior to such sale or can otherwise be separately tracked for reporting of original issue discount or (ii) for U.S. federal income tax purposes, such Later-Sold Note has the same issue price and issue date as any outstanding Notes that have the same “CUSIP” number as such Later-Sold Note.
