shall be applicable to any Authenticating
Agent.
SECTION 2.13
FORCED SALE ON FAILURE TO COMPLY WITH RESTRICTIONS.
(A)
NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THIS INDENTURE,
ANY TRANSFER OF A NOTE OR INTEREST THEREIN TO A U.S. PERSON WHO IS DETERMINED
NOT TO HAVE BEEN BOTH A QIB AND A QUALIFIED PURCHASER AT THE TIME OF ACQUISITION
OF THE NOTE OR INTEREST THEREIN SHALL BE NULL AND VOID AND ANY SUCH PROPOSED
TRANSFER OF WHICH THE ISSUER, THE CO-ISSUER OR THE TRUSTEE SHALL HAVE NOTICE MAY
BE DISREGARDED BY THE ISSUER, THE CO-ISSUER AND THE TRUSTEE FOR ALL PURPOSES.
(B)
IF THE ISSUER DETERMINES THAT ANY HOLDER OF A NOTE HAS NOT SATISFIED
THE APPLICABLE REQUIREMENT DESCRIBED IN SECTION 2.13(A) ABOVE (ANY SUCH PERSON A
"NON-PERMITTED HOLDER"), THEN THE ISSUER SHALL PROMPTLY AFTER DISCOVERY THAT
SUCH PERSON IS A NON-PERMITTED HOLDER BY THE ISSUER, THE CO-ISSUER OR THE
TRUSTEE (AND NOTICE BY THE TRUSTEE OR THE CO-ISSUER TO THE ISSUER, IF EITHER OF
THEM MAKES THE DISCOVERY), SEND NOTICE TO SUCH NON-PERMITTED HOLDER DEMANDING
THAT SUCH NON-PERMITTED HOLDER TRANSFER ITS INTEREST TO A PERSON THAT IS NOT A
NON-PERMITTED HOLDER WITHIN THIRTY (30) DAYS OF THE DATE OF SUCH NOTICE.
IF
SUCH NON-PERMITTED HOLDER FAILS TO SO TRANSFER ITS NOTE OR INTEREST THEREIN, THE
ISSUER SHALL HAVE THE RIGHT, WITHOUT FURTHER NOTICE TO THE NON-PERMITTED HOLDER,
TO SELL SUCH NOTE OR INTEREST THEREIN TO A PURCHASER SELECTED BY THE ISSUER THAT
IS NOT A NON-PERMITTED HOLDER ON SUCH TERMS AS THE ISSUER MAY CHOOSE.
THE
ISSUER, OR THE TRUSTEE ACTING ON BEHALF OF THE ISSUER, MAY SELECT THE PURCHASER
BY SOLICITING ONE OR MORE BIDS FROM ONE OR MORE BROKERS OR OTHER MARKET
PROFESSIONALS THAT REGULARLY DEAL IN SECURITIES SIMILAR TO THE NOTE, AND SELLING
SUCH NOTE TO THE HIGHEST SUCH BIDDER.
HOWEVER, THE ISSUER OR THE TRUSTEE MAY
SELECT A PURCHASER BY ANY OTHER MEANS DETERMINED BY IT IN ITS SOLE DISCRETION.
THE HOLDER OF SUCH NOTE, THE NON-PERMITTED HOLDER AND EACH OTHER PERSON IN THE
CHAIN OF TITLE FROM THE HOLDER TO THE NON-PERMITTED HOLDER, BY ITS ACCEPTANCE OF
AN INTEREST IN THE NOTE, AGREES TO COOPERATE WITH THE ISSUER AND THE TRUSTEE TO
EFFECT SUCH TRANSFERS.
THE PROCEEDS OF SUCH SALE, NET OF ANY COMMISSIONS,
EXPENSES AND TAXES DUE IN CONNECTION WITH SUCH SALE SHALL BE REMITTED TO THE
NON-PERMITTED HOLDER.
THE TERMS
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AND CONDITIONS OF ANY SALE UNDER THIS SECTION 2.13(B) SHALL BE DETERMINED IN THE
SOLE DISCRETION OF THE ISSUER, AND THE ISSUER SHALL NOT BE LIABLE TO ANY PERSON
HAVING AN INTEREST IN THE NOTE SOLD AS A RESULT OF ANY SUCH SALE OF EXERCISE OF
SUCH DISCRETION.
SECTION 2.14
NO GROSS-UP.
(A)
THE ISSUER SHALL NOT BE OBLIGATED TO PAY ANY ADDITIONAL AMOUNTS TO THE
HOLDERS OR BENEFICIAL OWNERS OF THE NOTES AS A RESULT OF ANY WITHHOLDING OR
DEDUCTION FOR, OR ON ACCOUNT OF, ANY PRESENT OR FUTURE TAXES, DUTIES,
ASSESSMENTS OR GOVERNMENTAL CHARGES.
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ARTICLE 3
CONDITIONS