Common use of Denominations; Qualified Purchaser Status Clause in Contracts

Denominations; Qualified Purchaser Status. No Person may hold a beneficial interest in any Indenture Issued Note (other than the Class-A-R Notes) except in a denomination authorized for the Indenture Issued Notes of such Class under Section 2.2(b). In addition, no transfer of an Indenture Issued Note (other than the Class-A-R Notes) or any interest therein, may be made to any Person that is a U.S. Person unless such Person is (A) a Qualified Institutional Buyer and (B) a Qualified Purchaser. In addition, no transfer of an Indenture Issued Note (other than the Class-A-R Notes) or any interest therein may be made to any Person that is a U.S. Person unless such Person (A) was not formed for the purpose of investing in either of the Co-Issuers (except when each beneficial owner of the purchaser is a Qualified Purchaser, (B) has received the necessary consent from its beneficial owners if it is a private investment company formed before April 30, 1996, (C) is not a broker-dealer that owns and invests on a discretionary basis less than U.S.$25,000,000 in securities of unaffiliated issuers, (D) is not a pension, profit, sharing or other retirement trust fund or plan in which the partners, beneficiaries or participants, as applicable, may designate the particular investments to be made, and in a transaction that may be effected without loss of any applicable Investment Company Act exemption, (E) will provide notice to any subsequent transferee of the transfer restrictions provided in the legend, (F) will hold and transfer in a principal amount of not less than U.S.$500,000, for it or for each account for which it is acting and (G) will provide the Issuer from time to time such information as it may reasonably request in order to ascertain compliance with the foregoing. Any purported transfer that is not in compliance with this Section 2.4 or the legends on the Indenture Issued Notes will be void ab initio, and will not operate to transfer any rights to the transferee, notwithstanding any instructions to the contrary to the Co-Issuers (in the case of the Indenture Issued Notes other than the Class H Notes and the Class J Notes) or the Issuer (in the case of the Class H Notes and the Class J Notes), the Trustee or any intermediary. If any purported transfer of Indenture Issued Notes (other than the Class-A-R Notes) or any beneficial interest therein to a purported transferee does not comply with the requirements set forth in this Section 2.4 or the legends on the Indenture Issued Notes, then the purported transferor of such Indenture Issued Notes (other than the Class-A-R Notes) or beneficial interest therein shall be required to cause the purported transferee to surrender the Indenture Issued Notes (other than the Class-A-R Notes) or any beneficial interest therein in return for a refund of the consideration paid therefor by such transferee (together with interest thereon) or to cause the purported transferee to dispose of such Indenture Issued Notes (other than the Class-A-R Notes) or beneficial interest promptly in one or more open market sales to one or more persons each of whom satisfies the requirements of this Section 2.4 and the legends on the Indenture Issued Notes (other than the Class-A-R Notes) and such purported transferor shall take, and shall cause such transferee to take, all further action necessary or desirable, in the judgment of the Trustee, to ensure that such Indenture Issued Notes (other than the Class-A-R Notes) or any beneficial interest therein are held by persons in compliance therewith.

Denominations; Qualified Purchaser Status. No Person may hold a beneficial interest in any Indenture Issued Note (other than the Class-A-R Notes) except in a denomination authorized for the Indenture Issued Notes of such Class therefor under Section 2.2(b). In addition, No transfer of a Note may be made to a Flow-Through Investment Vehicle other than a Qualifying Investment Vehicle and no transfer of an Indenture Issued a Note (other than the Class-A-R Notes) or any interest therein, may be made to any Person investor that is a U.S. Person unless such Person is (A) a Qualified Institutional Buyer and (B) not a Qualified Purchaser. In addition, no transfer of an Indenture Issued Note (other than the Class-A-R Notes) or any interest therein may be made to any Person that is a U.S. Person unless such Person (A) was not formed for the purpose of investing in either of the Co-Issuers (except when each beneficial owner of the purchaser is a Qualified Purchaser, (B) has received the necessary consent from its beneficial owners if it is a private investment company formed before April 30, 1996, (C) is not a broker-dealer that owns and invests on a discretionary basis less than U.S.$25,000,000 in securities of unaffiliated issuers, (D) is not a pension, profit, sharing or other retirement trust fund or plan in which the partners, beneficiaries or participants, as applicable, may designate the particular investments to be made, and in a transaction that may be effected without loss of any applicable Investment Company Act exemption, (E) will provide notice to any subsequent transferee of the transfer restrictions provided in the legend, (F) will hold and transfer in a principal amount of not less than U.S.$500,000, for it or for each account for which it is acting and (G) will provide the Issuer from time to time such information as it may reasonably request in order to ascertain compliance with the foregoing. Any purported transfer that is not in compliance with this Section 2.4 or the legends on the Indenture Issued Notes will be void ab initio, and will not operate to transfer any rights to the transferee. If, notwithstanding any instructions to the contrary to restrictions on transfer set forth herein, either of the Co-Issuers determines that any beneficial owner of a Class A Note, Class B Note, Class C Note, Class D Note or Class E Note (or any interest therein) (A) is a U.S. Person and (B) was not both a Qualified Purchaser and a Qualified Institutional Buyer at the time of its acquisition thereof, then either of the Co-Issuers may require, by notice to such holder, that such holder sell all of its right, title and interest in such Note (or interest therein) to a Person that is both a Qualified Purchaser and a Qualified Institutional Buyer with such sale to be effected within 30 days after notice of such sale requirement is given. If such beneficial owner fails to effect the transfer required within such 30-day period, (i) upon direction from the Issuer, the Trustee (on behalf of and at the expense of the Issuer) shall cause such beneficial owner’s interest in such Note to be transferred in a commercially reasonable sale (conducted by the Trustee in accordance with Section 9-610(b) of the Uniform Commercial Code as in effect in the State of New York) to a person that certifies to the Trustee, the Co-Issuers and the Collateral Manager, in connection with such transfer, that such person is both a Qualified Purchaser and a Qualified Institutional Buyer and (ii) pending such transfer, no further payments will be made in respect of such Note held by such beneficial owner. If, notwithstanding the restrictions on transfer set forth herein, either of the Co-Issuers determines that any beneficial owner of a Class E Note (or any interest herein) was not a Qualified Institutional Buyer (or in the case of a U.S. Person, was not both a Qualified Purchaser and a Qualified Institutional Buyer) at the Indenture Issued Notes other than time of its acquisition thereof, then either of the Class H Notes Co-Issuers may require, by notice to such holder, that such holder sell all of its right, title and the Class J Notesinterest in such Note (or interest therein) to a Person that is a Qualified Institutional Buyer (or the Issuer (in the case of a U.S. Person, a Person that is both a Qualified Purchaser and a Qualified Institutional Buyer) with such sale to be effected within 30 days after notice of such sale requirement is given. If such beneficial owner fails to effect the Class H Notes and transfer required within such 30-day period, (i) upon direction from the Class J Notes)Issuer, the Trustee or any intermediary. If any purported transfer (on behalf of Indenture Issued Notes and at the expense of the Issuer) shall cause such beneficial owner’s interest in such Note to be transferred in a commercially reasonable sale (other than conducted by the ClassTrustee in accordance with Section 9-A-R Notes610(b) or any beneficial interest therein of the Uniform Commercial Code as in effect in the State of New York) to a purported transferee does not comply person that certifies to the Trustee, the Co-Issuers and the Collateral Manager, in connection with such transfer, that such person is a Qualified Institutional Buyer (or in the requirements case of a U.S. Person, both a Qualified Purchaser and a Qualified Institutional Buyer) and (ii) pending such transfer, no further payments will be made in respect of such Note held by such beneficial owner. If, notwithstanding the restrictions on transfer set forth in this Section 2.4 the Indenture, either of the Co-Issuers determines that any beneficial owner of a Class E Note (or any interest therein) was not a Qualified Institutional Buyer (or in the legends on case of a U.S. Person, was not both a Qualified Purchaser and a Qualified Institutional Buyer) at the Indenture Issued Notestime of its acquisition thereof, then either of the purported transferor Co-Issuers may require, by notice to such holder, that such holder sell all of its right, title and interest in such Note (or interest therein) to a Person that is a Qualified Institutional Buyer (or in the case of a U.S. Person, a Person that is both a Qualified Purchaser and a Qualified Institutional Buyer) with such sale to be effected within 30 days after notice of such Indenture Issued Notes sale requirement is given. If such beneficial owner fails to effect the transfer required within such 30-day period, (other than i) upon direction from the Class-A-R Notes) or beneficial interest therein shall be required to cause Issuer, the purported transferee to surrender Trustee (on behalf of and at the Indenture Issued Notes (other than the Class-A-R Notes) or any beneficial interest therein in return for a refund expense of the consideration paid therefor by such transferee (together with interest thereonIssuer) or to cause the purported transferee to dispose of such Indenture Issued Notes (other than the Class-A-R Notes) or beneficial interest promptly in one or more open market sales to one or more persons each of whom satisfies the requirements of this Section 2.4 and the legends on the Indenture Issued Notes (other than the Class-A-R Notes) and such purported transferor shall take, and shall cause such transferee beneficial owner’s interest in such Note to take, all further action necessary or desirable, be transferred in a commercially reasonable sale (conducted by the Trustee in accordance with Section 9-610(b) of the Uniform Commercial Code as in effect in the judgment State of New York) to a person that certifies to the Trustee, to ensure the Co-Issuers and the Collateral Manager, in connection with such transfer, that such Indenture Issued Notes person is a Qualified Institutional Buyer (other than or in the Class-A-R Notescase of a U.S. Person, both a Qualified Purchaser and a Qualified Institutional Buyer) or any beneficial interest therein are and (ii) pending such transfer, no further payments will be made in respect of such Note held by persons in compliance therewithsuch beneficial owner.

Denominations; Qualified Purchaser Status. No Person may hold a beneficial interest in any Indenture Issued Note (other than the Class-A-R Notes) except in a denomination authorized for the Indenture Issued Notes of such Class under Section 2.2(b). In addition, no transfer of an Indenture Issued Note (other than the Class-A-R Notes) or any interest therein, may be made to any Person that is a U.S. Person unless such Person is (A) a Qualified Institutional Buyer and (B) a Qualified Purchaser. In addition, no transfer of an Indenture Issued Note (other than the Class-A-R Notes) or any interest therein may be made to any Person that is a U.S. Person unless such Person (A) was not formed for the purpose of investing in either of the Co-Issuers (except when each beneficial owner of the purchaser is a Qualified Purchaser, (B) has received the necessary consent from its beneficial owners if it is a private investment company formed before April 30, 1996, (C) is not a broker-broker- dealer that owns and invests on a discretionary basis less than U.S.$25,000,000 in securities of unaffiliated issuers, (D) is not a pension, profit, sharing or other retirement trust fund or plan in which the partners, beneficiaries or participants, as applicable, may designate the particular investments to be made, and in a transaction that may be effected without loss of any applicable Investment Company Act exemption, (E) will provide notice to any subsequent transferee of the transfer restrictions provided in the legend, (F) will hold and transfer in a principal amount of not less than U.S.$500,000, for it or for each account for which it is acting and (G) will provide the Issuer from time to time such information as it may reasonably request in order to ascertain compliance with the foregoing. Any purported transfer that is not in compliance with this Section 2.4 or the legends on the Indenture Issued Notes will be void ab initio, and will not operate to transfer any rights to the transferee, notwithstanding any instructions to the contrary to the Co-Issuers (in the case of the Indenture Issued Notes other than the Class H L Notes and the Class J M Notes) or the Issuer (in the case of the Class H L Notes and the Class J M Notes), the Trustee or any intermediary. If any purported transfer of Indenture Issued Notes (other than the Class-A-R Notes) or any beneficial interest therein to a purported transferee does not comply with the requirements set forth in this Section 2.4 or the legends on the Indenture Issued Notes, then the purported transferor of such Indenture Issued Notes (other than the Class-A-R Notes) or beneficial interest therein shall be required to cause the purported transferee to surrender the Indenture Issued Notes (other than the Class-A-R Notes) or any beneficial interest therein in return for a refund of the consideration paid therefor by such transferee (together with interest thereon) or to cause the purported transferee to dispose of such Indenture Issued Notes (other than the Class-A-R Notes) or beneficial interest promptly in one or more open market sales to one or more persons each of whom satisfies the requirements of this Section 2.4 and the legends on the Indenture Issued Notes (other than the Class-A-R Notes) and such purported transferor shall take, and shall cause such transferee to take, all further action necessary or desirable, in the judgment of the Trustee, to ensure that such Indenture Issued Notes (other than the Class-A-R Notes) or any beneficial interest therein are held by persons in compliance therewith.

Denominations; Qualified Purchaser Status. No Person may hold a beneficial interest in any Indenture Issued Note (other than the Class-A-R Notes) or Combination Note except in a denomination authorized for the Indenture Issued Notes of such Class therefor under Section 2.2(b). In addition, No transfer of a Note or Combination Note may be made to a Flow-Through Investment Vehicle other than a Qualifying Investment Vehicle and no transfer of an Indenture Issued a Note (other than the Class-A-R Notes) or any interest therein, Combination Note may be made to any Person investor that is a U.S. Person unless such Person is (A) a Qualified Institutional Buyer and (B) not a Qualified Purchaser. In addition, no transfer of an Indenture Issued Note (other than the Class-A-R Notes) or any interest therein may be made to any Person that is a U.S. Person unless such Person (A) was not formed for the purpose of investing in either of the Co-Issuers (except when each beneficial owner of the purchaser is a Qualified Purchaser, (B) has received the necessary consent from its beneficial owners if it is a private investment company formed before April 30, 1996, (C) is not a broker-dealer that owns and invests on a discretionary basis less than U.S.$25,000,000 in securities of unaffiliated issuers, (D) is not a pension, profit, sharing or other retirement trust fund or plan in which the partners, beneficiaries or participants, as applicable, may designate the particular investments to be made, and in a transaction that may be effected without loss of any applicable Investment Company Act exemption, (E) will provide notice to any subsequent transferee of the transfer restrictions provided in the legend, (F) will hold and transfer in a principal amount of not less than U.S.$500,000, for it or for each account for which it is acting and (G) will provide the Issuer from time to time such information as it may reasonably request in order to ascertain compliance with the foregoing. Any purported transfer that is not in compliance with this Section 2.4 or the legends on the Indenture Issued Notes will be void ab initio, and will not operate to transfer any rights to the transferee. If, notwithstanding any instructions to the contrary to restrictions on transfer set forth herein, either of the Co-Issuers determines that any beneficial owner of a Class A Note, Class B Note, Class C Note, Class D Note, Class E Note or Combination Note (or any interest therein) (A) is a U.S. Person and (B) was not both a Qualified Purchaser and a Qualified Institutional Buyer at the time of its acquisition thereof, then either of the Co-Issuers may require, by notice to such holder, that such holder sell all of its right, title and interest in such Note or Combination Note (or interest therein) to a Person that is both a Qualified Purchaser and a Qualified Institutional Buyer with such sale to be effected within 30 days after notice of such sale requirement is given. If such beneficial owner fails to effect the transfer required within such 30-day period, (i) upon direction from the Issuer, the Trustee (on behalf of and at the expense of the Issuer) shall cause such beneficial owner’s interest in such Note or Combination Note to be transferred in a commercially reasonable sale (conducted by the Trustee in accordance with Section 9-610(b) of the Uniform Commercial Code as in effect in the State of New York) to a person that certifies to the Trustee, the Co-Issuers and the Collateral Manager, in connection with such transfer, that such person is both a Qualified Purchaser and a Qualified Institutional Buyer and (ii) pending such transfer, no further payments will be made in respect of such Note or Combination Note held by such beneficial owner. If, notwithstanding the restrictions on transfer set forth herein, the Issuer determines that any beneficial owner of a Class E Note (or any interest therein) was not a Qualified Institutional Buyer (or in the case of a U.S. Person, was not both a Qualified Purchaser and a Qualified Institutional Buyer) at the Indenture Issued Notes other than the Class H Notes and the Class J Notes) or time of its acquisition thereof, then the Issuer may require, by notice to such holder, that such holder sell all of its right, title and interest in such Note (or interest therein) to a Person that is a Qualified Institutional Buyer (or in the case of a U.S. Person, a Person that is both a Qualified Purchaser and a Qualified Institutional Buyer) with such sale to be effected within 30 days after notice of such sale requirement is given. If such beneficial owner fails to effect the Class H Notes and transfer required within such 30-day period, (i) upon direction from the Class J Notes)Issuer, the Trustee or any intermediary. If any purported transfer (on behalf of Indenture Issued Notes (other than and at the Class-A-R Notes) or any beneficial interest therein to a purported transferee does not comply with the requirements set forth in this Section 2.4 or the legends on the Indenture Issued Notes, then the purported transferor of such Indenture Issued Notes (other than the Class-A-R Notes) or beneficial interest therein shall be required to cause the purported transferee to surrender the Indenture Issued Notes (other than the Class-A-R Notes) or any beneficial interest therein in return for a refund expense of the consideration paid therefor by such transferee (together with interest thereonIssuer) or to cause the purported transferee to dispose of such Indenture Issued Notes (other than the Class-A-R Notes) or beneficial interest promptly in one or more open market sales to one or more persons each of whom satisfies the requirements of this Section 2.4 and the legends on the Indenture Issued Notes (other than the Class-A-R Notes) and such purported transferor shall take, and shall cause such transferee beneficial owner’s interest in such Note to take, all further action necessary or desirable, be transferred in a commercially reasonable sale (conducted by the Trustee in accordance with Section 9-610(b) of the Uniform Commercial Code as in effect in the judgment State of New York) to a person that certifies to the Trustee, to ensure the Co-Issuers and the Collateral Manager, in connection with such transfer, that such Indenture Issued Notes person is a Qualified Institutional Buyer (other than or in the Class-A-R Notescase of a U.S. Person, both a Qualified Purchaser and a Qualified Institutional Buyer) or any beneficial interest therein are and (ii) pending such transfer, no further payments will be made in respect of such Note held by persons in compliance therewithsuch beneficial owner.

Denominations; Qualified Purchaser Status. No Person may hold a beneficial interest in any Indenture Issued Note (other than the Class-A-R Notes) or Component Security except in a denomination authorized for the Indenture Issued Notes of such Class therefor under Section 2.2(b). In addition, No transfer of a Note or Combination Note may be made to a Flow-Through Investment Vehicle other than a Qualifying Investment Vehicle and no transfer of an Indenture Issued a Note (other than the Class-A-R Notes) or any interest therein, Component Security may be made to any Person investor that is a U.S. Person unless such Person is (A) a Qualified Institutional Buyer and (B) not a Qualified Purchaser. In addition, no transfer of an Indenture Issued Note (other than the Class-A-R Notes) or any interest therein may be made to any Person that is a U.S. Person unless such Person (A) was not formed for the purpose of investing in either of the Co-Issuers (except when each beneficial owner of the purchaser is a Qualified Purchaser, (B) has received the necessary consent from its beneficial owners if it is a private investment company formed before April 30, 1996, (C) is not a broker-dealer that owns and invests on a discretionary basis less than U.S.$25,000,000 in securities of unaffiliated issuers, (D) is not a pension, profit, sharing or other retirement trust fund or plan in which the partners, beneficiaries or participants, as applicable, may designate the particular investments to be made, and in a transaction that may be effected without loss of any applicable Investment Company Act exemption, (E) will provide notice to any subsequent transferee of the transfer restrictions provided in the legend, (F) will hold and transfer in a principal amount of not less than U.S.$500,000, for it or for each account for which it is acting and (G) will provide the Issuer from time to time such information as it may reasonably request in order to ascertain compliance with the foregoing. Any purported transfer that is not in compliance with this Section 2.4 or the legends on the Indenture Issued Notes will be void ab initio, and will not operate to transfer any rights to the transferee. If, notwithstanding any instructions to the contrary to restrictions on transfer set forth herein, either of the Co-Issuers determines that any beneficial owner of a Class A Note, Class B Note, Class C Note, Class D Note or Class E Note (or any interest therein) (A) is a U.S. Person and (B) was not both a Qualified Purchaser and a Qualified Institutional Buyer at the time of its acquisition thereof, then either of the Co-Issuers may require, by notice to such holder, that such holder sell all of its right, title and interest in such Note or Component Security (or interest therein) to a Person that is both a Qualified Purchaser and a Qualified Institutional Buyer with such sale to be effected within 30 days after notice of such sale requirement is given. If such beneficial owner fails to effect the transfer required within such 30-day period, (i) upon direction from the Issuer, the Trustee (on behalf of and at the expense of the Issuer) shall cause such beneficial owner’s interest in such Note or Component Security to be transferred in a commercially reasonable sale (conducted by the Trustee in accordance with Section 9-610(b) of the Uniform Commercial Code as in effect in the State of New York) to a person that certifies to the Trustee, the Co-Issuers and the Collateral Manager, in connection with such transfer, that such person is both a Qualified Purchaser and a Qualified Institutional Buyer and (ii) pending such transfer, no further payments will be made in respect of such Note or Component Security held by such beneficial owner. If, notwithstanding the restrictions on transfer set forth herein, either of the Co-Issuers determines that any beneficial owner of a Class F Note or Component Security (or any interest therein) was not a Qualified Institutional Buyer (or in the case of a U.S. Person, was not both a Qualified Purchaser and a Qualified Institutional Buyer) at the Indenture Issued Notes other than time of its acquisition thereof, then either of the Class H Notes Co-Issuers may require, by notice to such holder, that such holder sell all of its right, title and the Class J Notesinterest in such Note or Component Security (or interest therein) to a Person that is a Qualified Institutional Buyer (or the Issuer (in the case of a U.S. Person, a Person that is both a Qualified Purchaser and a Qualified Institutional Buyer) with such sale to be effected within 30 days after notice of such sale requirement is given. If such beneficial owner fails to effect the Class H Notes and transfer required within such 30-day period, (i) upon direction from the Class J Notes)Issuer, the Trustee or any intermediary. If any purported transfer (on behalf of Indenture Issued Notes (other than and at the Class-A-R Notes) or any beneficial interest therein to a purported transferee does not comply with the requirements set forth in this Section 2.4 or the legends on the Indenture Issued Notes, then the purported transferor of such Indenture Issued Notes (other than the Class-A-R Notes) or beneficial interest therein shall be required to cause the purported transferee to surrender the Indenture Issued Notes (other than the Class-A-R Notes) or any beneficial interest therein in return for a refund expense of the consideration paid therefor by such transferee (together with interest thereonIssuer) or to cause the purported transferee to dispose of such Indenture Issued Notes (other than the Class-A-R Notes) or beneficial interest promptly in one or more open market sales to one or more persons each of whom satisfies the requirements of this Section 2.4 and the legends on the Indenture Issued Notes (other than the Class-A-R Notes) and such purported transferor shall take, and shall cause such transferee beneficial owner’s interest in such Note or Component Security to take, all further action necessary or desirable, be transferred in a commercially reasonable sale (conducted by the Trustee in accordance with Section 9-610(b) of the Uniform Commercial Code as in effect in the judgment State of New York) to a person that certifies to the Trustee, to ensure the Co-Issuers and the Collateral Manager, in connection with such transfer, that such Indenture Issued Notes person is a Qualified Institutional Buyer (other than or in the Class-A-R Notescase of a U.S. Person, both a Qualified Purchaser and a Qualified Institutional Buyer) and (ii) pending such transfer, no further payments will be made in respect of such Note or any beneficial interest therein are Component Security held by persons in compliance therewithsuch beneficial owner.