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1. Tax Provisions: Include when there are specific tax implications or allocations that need to be addressed

2. Security Interest Provisions: Include when the notes are secured and security interests need to be transferred

3. Regulatory Compliance: Include when the transfer requires specific regulatory approvals or notifications

4. Registration Rights: Include when the notes are registered securities with associated registration rights

5. Indemnification: Include when specific indemnification obligations are required beyond standard representations and warranties

6. Confidentiality: Include when transfer details need to be kept confidential

7. Further Assurances: Include when additional documentation or actions may be needed post-closing

1. Schedule 1 - Note Details: Detailed description of the notes being transferred, including issuance date, principal amount, interest rate, and maturity

2. Schedule 2 - Form of Transfer Notice: Template for the formal notice of transfer to be provided to the note issuer or registrar

3. Schedule 3 - Closing Checklist: List of documents and actions required for closing

4. Appendix A - Original Note Certificate: Copy of the original note certificate(s) being transferred

5. Appendix B - Corporate Authorizations: Copies of relevant corporate approvals for the transfer

6. Appendix C - Payment Instructions: Detailed banking and payment information for the purchase price