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 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)
Each transferee of a Class D Note and any beneficial interest therein
shall deliver a letter of representation substantially in the form of Exhibit G
to the Trustee and the Servicer.
(i)
A Class RR Note (and any beneficial interest therein) may only be
transferred by the initial purchaser thereof and by any subsequent holder if:
46
(i)
contemporaneously therewith all of the equity member interests in the
Issuer are transferred to the same person;
(ii)
the transferee is a "U.S. person" within the meaning of Section 7701(a)
of the Code
(iii)
such transfer is permitted by the U.S. Risk Retention Rules; and
(iv)
an Opinion of Counsel is issued to the Issuer that such transfer will
not result in the Issuer becoming a publicly traded partnership taxable as a
corporation under Section 7704 of the Code.
(j)
The Series 2018-1 Notes shall bear the following legends to the extent
indicated:
(i)
The Restricted Global 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 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 NOTES
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.
[BY YOUR ACQUISITION OF THIS NOTE OR ANY INTEREST HEREIN, YOU SHALL BE DEEMED TO
REPRESENT AND WARRANT THAT YOU ARE NOT ACQUIRING OR HOLDING AN INTEREST IN THIS
NOTE WITH THE ASSETS OF (I) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION
3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")) THAT IS SUBJECT TO TITLE