y applicable state securities law) that in each case are also Qualified Purchasers or Knowledgeable Employees or (2) in the form of an interest in a Regulation S Global Security to non-U.S. Persons in offshore transactions in reliance on Regulation S.. Transfers of Income Notes to a person taking delivery in the form of a Ce

r into the Hedge Agreements that are to be paid from such proceeds. "Global Security": Any Rule 144A Global Security, Temporary Global Security or Regulation S Global Security. "Governing Documents". With respect to (a) the Issuer, its Memorandum and Articles and (b) the Co-Issuer, its Limited Liability Company Agreement,

n that is not a QIB/QP, and no Regulation S Global Security may be held at any time by or on behalf of any U.S. person. Transfers of interests in a Regulation S Global Security to "U.S. persons" (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of Section 2.5(eXi) or 2.5(eXviii). Exc

s at the Depository, to (x) reduce the applicable Regulation S Global Security by the aggregate principal amount of the beneficial interest in such Regulation S Global Security to be exchanged or transferred and (y) credit or cause to be credited to the securities account of the Person specified by or on behalf of the holde

ay receive a list of participants holding positions in the Securities front one or more book-entry depositories. Each Purchaser of an interest in a Regulation S Global Security will by its purchase of such an interest be deemed to have made the representations and agreements set forth in items (3) through (9), (II). (12) an

son in an offshore transaction in reliance on Regulation S, such Person shall take delivery thereof in the form of an interest in the corresponding Regulation S Global Security. In such case such Holder may exchange or transfer, or cause the exchange or transfer of, such Certificated Note for an equivalent beneficial inter

t in a Rule I44A Global Security wishes at any time to exchange its interest in such Rule I44A Global Security for an interest in the corresponding Regulation S Global Security, or to transfer its interest in such Rule 144A Global Security to a Person who wishes to take delivery thereof in the form of an interest in the co

ion through which it holds such interest with such certificate. (v) It understands that any resale or other transfer of beneficial interests in a Regulation S Global Security to U.S. Persons shall not be permitted. (vi) It understands that the Co-Issuers, the Trustee, the Collateral Manager, the Initial Purchaser, the P

y applicable state securities law) that in each case are also Qualified Purchasers or Knowledgeable Employees or (2) in the form of an interest in a Regulation S Global Security to non-U.S. Persons in offshore transactions in reliance on Regulation S.. Transfers of Income Notes to a person taking delivery in the form of a Ce

s at the Depository, to (x) reduce the applicable Regulation S Global Security by the aggregate principal amount of the beneficial interest in such Regulation S Global Security to be exchanged or transferred and (y) credit or cause to be credited to the securities account of the Person specified by or on behalf of the holde

t in a Rule I44A Global Security wishes at any time to exchange its interest in such Rule I44A Global Security for an interest in the corresponding Regulation S Global Security, or to transfer its interest in such Rule 144A Global Security to a Person who wishes to take delivery thereof in the form of an interest in the co