THE
OWNER.
(H)
EACH BENEFICIAL OWNER OF REGULATION S GLOBAL SECURITIES SHALL BE
DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN CLAUSES (II), (III), (IV),
(VI), (VII), (VIII), (IX), (X) AND (XI) OF SECTION 2.5(G) AND SHALL BE DEEMED TO
HAVE FURTHER REPRESENTED AND AGREED AS FOLLOWS:
(I)
THE OWNER IS AWARE THAT THE SALE OF SUCH SENIOR NOTES TO IT IS
BEING MADE IN RELIANCE ON THE EXEMPTION FROM REGISTRATION PROVIDED BY REGULATION
S AND UNDERSTANDS THAT THE SENIOR NOTES OFFERED IN RELIANCE ON REGULATION S WILL
BEAR THE APPROPRIATE LEGEND SET FORTH IN EXHIBIT A OR B, AS APPLICABLE, AND BE
REPRESENTED BY ONE OR MORE REGULATION S GLOBAL SECURITIES.
THE SENIOR NOTES SO
REPRESENTED MAY NOT AT ANY TIME BE HELD BY OR ON BEHALF OF U.S. PERSONS.
EACH
OF THE OWNER AND THE RELATED HOLDER IS NOT, AND SHALL NOT BE, A U.S. PERSON.
BEFORE ANY INTEREST IN A REGULATION S GLOBAL SECURITY MAY BE OFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF A
RULE 144A GLOBAL SECURITY, THE TRANSFEREE SHALL BE REQUIRED TO PROVIDE THE
TRUSTEE WITH A WRITTEN CERTIFICATION SUBSTANTIALLY IN THE FORM OF EXHIBITS C AND
D AS APPLICABLE HERETO AS TO COMPLIANCE WITH THE TRANSFER RESTRICTIONS.
THE
OWNER MUST INFORM A PROSPECTIVE TRANSFEREE OF THE TRANSFER RESTRICTIONS.
(I)
ANY PURPORTED TRANSFER OF A NOTE NOT IN ACCORDANCE WITH THIS SECTION
2.5 SHALL BE NULL AND VOID AND SHALL NOT BE GIVEN EFFECT FOR ANY PURPOSE
HEREUNDER.
(J)
NOTWITHSTANDING ANYTHING CONTAINED IN THIS INDENTURE TO THE CONTRARY,
NEITHER THE TRUSTEE NOR THE NOTES REGISTRAR (NOR ANY OTHER TRANSFER AGENT) SHALL
BE RESPONSIBLE OR LIABLE FOR COMPLIANCE WITH APPLICABLE FEDERAL OR STATE
SECURITIES LAWS (INCLUDING, WITHOUT LIMITATION, THE SECURITIES ACT OR RULE 144A
OR REGULATION S PROMULGATED THEREUNDER), THE INVESTMENT COMPANY ACT, ERISA OR
THE CODE (OR ANY APPLICABLE REGULATIONS THEREUNDER); PROVIDED, HOWEVER, THAT IF
A SPECIFIED TRANSFER CERTIFICATE OR OPINION OF COUNSEL IS REQUIRED BY THE
EXPRESS TERMS OF THIS SECTION 2.5 TO BE DELIVERED TO THE TRUSTEE OR NOTES
REGISTRAR PRIOR TO REGISTRATION OF TRANSFER OF A NOTE, THE TRUSTEE AND/OR NOTES
REGISTRAR, AS APPLICABLE, IS REQUIRED TO REQUEST, AS A CONDITION FOR REGISTERING
THE TRANSFER OF THE NOTE, SUCH CERTIFICATE OR OPINION OF COUNSEL AND TO EXAMINE
THE SAME TO DETERMINE WHETHER IT CONFORMS ON ITS FACE TO THE REQUIREMENTS HEREOF
(AND THE TRUSTEE OR NOTES REGISTRAR, AS THE CASE MAY BE, SHALL PROMPTLY
95
NOTIFY THE PARTY DELIVERING THE SAME IF IT DETERMINES THAT SUCH CERTIFICATE OR
OPINION OF COUNSEL DOES NOT SO CONFORM).
(K)
IF THE TRUSTEE DETERMINES OR IS NOTIFIED BY THE ISSUER, CO-ISSUER OR
THE COLLATERAL MANAGER THAT (I) A TRANSFER OR ATTEMPTED OR PURPORTED TRANSFER OF
ANY INTEREST IN ANY NOTE WAS CONSUMMATED IN COMPLIANCE WITH THE PROVISIONS OF
THIS SECTION 2.5 ON THE BASIS OF A MATERIALLY INCORRECT CERTIFICATION FROM THE
TRANSFEREE OR PURPORTED TRANSFEREE, (II) A TRANSFEREE FAILED TO DELIVER TO THE
TRUSTEE ANY