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investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Co-Issuers, the Collateral Manager, the Initial Purchaser, the Placement Agent, the Trustee, the Collateral Administrator or any of their respective Affiliates, agents and independent contractors in their
Qualified Purchaser and is purchasing such Note in accordance with Rule 144A or (ii) to a non-U.S. Person in an offshore transaction in reliance on Regulation S. No Income Note may be offered, sold or delivered at any time except (i) to a Qualified Institutional Buyer or Accredited Investor (provided that in
led payments or prepayments, and unscheduled sinking fund payments made at the option of the issuer thereof "U.S. Person": The meaning specified in Regulation S. "Weighted Average Fixed Rate Coupon": On any date of determination, with respect to any Collateral Obligations that bear interest at a fixed rate o
. Furthermore, it, and any of its fiduciaries causing it to acquire the Income Notes, agree to indemnify and hold harmless the Issuer, the Trustee, the Initial Purchaser, the Placement Agent, the Collateral Manager and their respective affiliates from 78 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-007
der the Securities Act and any applicable state securities law) or (b) a person that is not a U.S. Person in an offshore transaction in reliance on Regulation S. Purchasers and transferees who reside in certain states or jurisdictions may be subject to additional suitability standards and/or specific holding
. Furthermore, it, and any of its fiduciaries causing it to acquire the Income Notes, agree to indemnify and hold harmless the Issuer, the Trustee, the Initial Purchaser, the Placement Agent, the Collateral Manager and their respective affiliates from 78 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-005
der the Securities Act and any applicable state securities law) or (b) a person that is not a U.S. Person in an offshore transaction in reliance on Regulation S. Purchasers and transferees who reside in certain states or jurisdictions may be subject to additional suitability standards and/or specific holding
Entities connected to both the Initial Purchaser and Regulation S.

Eric Holder
PERSONRating Agency
ORGANIZATION
Moody's
ORGANIZATION
United States
LOCATIONNational Association
ORGANIZATIONCitigroup Global Markets Inc.
ORGANIZATION
the Cayman Islands
LOCATION
Norway
LOCATIONCayman
LOCATIONThe Co-Issuers
ORGANIZATION
United Kingdom
LOCATIONthe Portfolio Profile Test
ORGANIZATIONRegistrar
ORGANIZATIONthe Channel Islands
LOCATION
Bermuda
LOCATION