turn be exchanged
(upon transfer or otherwise) for Series 2009-2 Investor Notes that are not
Series 2009-2 Global Notes or for a beneficial interest in a Series 2009-2
Global Note (if any is then outstanding) only in accordance with such
procedures, which shall be substantially consistent with the provisions of
Sections 6.5(a) through Section 6.5(e) and Section 6.5(g) (including the
certification requirement intended to ensure that transfers and exchanges of
beneficial interests in a Series 2009-2 Global Note comply with Rule 144A or
Regulation S under the Securities Act, as the case may be) and any Applicable
Procedures, as may be adopted from time to time by the Issuer and the Transfer
Agent and Registrar.
(g) Until the termination of the Restricted Period, interests in the
Temporary Global Notes may be held only through Clearing Agency Participants
acting for and on behalf of Euroclear and Clearstream; provided, that this
Section 6.5(g) shall not prohibit any transfer in
44
accordance with Section 6.5(e). After the expiration of the Restricted Period,
interests in the Permanent Global Notes may be transferred without requiring any
certifications.
(h) The Series 2009-2 Investor Notes shall bear the following legends
to the extent indicated:
(i) The Restricted Notes shall bear the following legend:
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER OF THIS
NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS ONE
YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH CHESAPEAKE FUNDING LLC (THE "ISSUER") OR ANY AFFILIATE OF THE ISSUER WAS
THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE
ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
AS DEFINED IN RULE 144A (A "QIB") THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE ISSUER, PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E), TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE IN ACCORDANCE WITH THE INDENTURE SUPPLEMENT.
(ii) The Temporary Global Notes shall bear the following legend:
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE