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«IMPORTANT NOTICE Attached please find an electronic copy of the Offering Circular (the “Offering Circular”), dated September 22, 2006 relating to ...»

-- [ Page 45 ] --

(13) Reliance on Representations, etc. The purchaser acknowledges that the Issuer, the Co-Issuer, the Initial Purchaser, the Collateral Servicer, the Trustee, the Note Registrar and the Preference Share Paying Agent will rely upon the truth and accuracy of the foregoing acknowledgments, representations, warranties and agreements and agrees that, if any of the acknowledgments, representations or warranties made or deemed to have been made by it in connection with its purchase of the Offered Securities are no longer accurate, the purchaser will promptly notify the Issuer and the Initial Purchaser.

(14) Cayman Islands. The purchaser is not a member of the public in the Cayman Islands.

(15) Tax Treatment. The purchaser agrees that it is its intent, and acknowledges that it is the intent of the Issuer, to treat the Notes as debt of the Issuer only and the Preference Shares as equity in the Issuer for U.S. Federal, state and local income and franchise tax purposes. The purchaser further agrees to such treatment, to report all income (or loss) in accordance with such treatment and not to take any action inconsistent with such treatment unless otherwise required by any taxing authority under applicable law.

(16) Certifications Related to Tax Withholding. The purchaser understands that the Issuer may require certification acceptable to it (a) to permit the Issuer to make payments to it without, or at a reduced rate of, withholding or (b) to enable the Issuer to qualify for a reduced rate of withholding in any jurisdiction from or through which the Issuer receives payments on its assets. The purchaser agrees to provide any such certification that is requested by the Issuer.

(17) Beneficial Owner. The beneficial owner, if it is not a “United States person” as defined in section 7701(a)(30) of the Code, is not acquiring any Offered Security as part of a plan to reduce, avoid or evade U.S. Federal income taxes owed, owing or potentially owed or owing.

(18) DTC Participant Information. The purchaser understands that the Issuer may receive a list of the DTC Participants holding the Notes (i.e., beneficial interests in a Global Note) from DTC and any other depository through which the Notes (or beneficial interests therein) may be held.

(19) USA PATRIOT Act. To the extent applicable to the Issuer, the Issuer may impose additional transfer restrictions to comply with the USA PATRIOT Act and other similar laws or regulations, and each beneficial owner of an Offered Security is deemed to have agreed to comply with such transfer restrictions. The Issuer shall notify the Trustee, the Note Registrar, the Preference Share Paying Agent and the Share Registrar of any such restrictions.

(20) Legend. Each purchaser of a Note (or any beneficial interest therein) understands and agrees that a legend in substantially the following form will be placed on each

Note:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY

STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND MAY BE RESOLD,

PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) TO A PERSON WHOM THE

SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A QUALIFIED

INSTITUTIONAL BUYER) WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES

ACT (RULE 144A) PURCHASING FOR ITS OWN ACCOUNT, TO WHOM NOTICE IS GIVEN

THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON

THE EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED BY RULE 144A OR

(2) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH

REGULATION S UNDER THE SECURITIES ACT (REGULATION S), (B) IN COMPLIANCE

WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE

REFERRED TO HEREIN AND (C) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES

LAWS OF ANY RELEVANT JURISDICTION. NEITHER OF THE CO-ISSUERS NOR THE

COLLATERAL HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF

1940, AS AMENDED (THE INVESTMENT COMPANY ACT). NO TRANSFER OF A NOTE (OR

ANY INTEREST THEREIN) MAY BE MADE (AND NEITHER THE TRUSTEE NOR THE NOTE

REGISTRAR WILL RECOGNIZE ANY SUCH TRANSFER) IF (A) SUCH TRANSFER WOULD

BE MADE TO A TRANSFEREE THAT IS A U.S. PERSON THAT IS NOT (I) A “QUALIFIED

PURCHASER” AS DEFINED IN SECTION 2(a)(51)(A) OF THE INVESTMENT COMPANY ACT

OR (II) A COMPANY EACH OF WHOSE BENEFICIAL OWNERS IS A “QUALIFIED

PURCHASER”, (ANY PERSON DESCRIBED IN CLAUSES (I) OR (II), A QUALIFIED

PURCHASER), (B) SUCH TRANSFER WOULD HAVE THE EFFECT OF REQUIRING EITHER

OF THE CO-ISSUERS OR THE COLLATERAL TO REGISTER AS AN INVESTMENT

COMPANY UNDER THE INVESTMENT COMPANY ACT, (C) SUCH TRANSFER WOULD BE





MADE TO A PERSON THAT IS A FLOW-THROUGH INVESTMENT VEHICLE OTHER THAN A

QUALIFYING INVESTMENT VEHICLE (EACH AS DEFINED IN THE INDENTURE) AND IF IT IS

A QUALIFYING INVESTMENT VEHICLE EITHER NONE OF THE BENEFICIAL OWNERS OF

ITS SECURITIES IS A U.S. PERSON OR SOME OR ALL OF THE BENEFICIAL OWNERS OF

ITS SECURITIES ARE U.S. PERSONS AND EACH SUCH BENEFICIAL OWNER HAS

CERTIFIED THAT SUCH OWNER IS A QUALIFIED PURCHASER OR (D) SUCH TRANSFER

WOULD BE MADE TO A TRANSFEREE THAT IS OTHERWISE UNABLE TO MAKE THE

CERTIFICATIONS AND REPRESENTATIONS REQUIRED BY THE APPLICABLE TRANSFER

CERTIFICATE (IF ANY) ATTACHED AS AN EXHIBIT TO THE INDENTURE REFERRED TO

BELOW. EACH HOLDER HEREOF IS DEEMED TO REPRESENT AND WARRANT EITHER

THAT (A) IT IS NOT (AND FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST

HEREIN WILL NOT BE), AND IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT

HOLDS THIS NOTE OR AN INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF) 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 I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, THAT IS SUBJECT TO SECTION 4975 OF THE CODE, AS

AMENDED (THE CODE), AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY

SUCH PLAN PURSUANT TO 29 C.F.R. SECTION 2510.3-101, WHICH ENTITY IS SUBJECT

TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR A GOVERNMENTAL OR

CHURCH PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS

SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA

OR SECTION 4975 OF THE CODE (SIMILAR LAW), OR (B) ITS ACQUISITION AND HOLDING

OF THIS NOTE WILL BE COVERED BY A PROHIBITED TRANSACTION CLASS EXEMPTION

ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR FROM THE PROHIBITED

TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE

(OR, IN THE CASE OF A GOVERNMENTAL OR CHURCH PLAN, WILL NOT RESULT IN A

VIOLATION OF ANY SUCH SIMILAR LAW). THIS NOTE AND ANY BENEFICIAL INTEREST

HEREIN MAY BE TRANSFERRED ONLY IN THE PERMITTED DENOMINATIONS SPECIFIED

IN THE INDENTURE. ACCORDINGLY, AN INVESTOR IN THIS NOTE MUST BE PREPARED

TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF

TIME.

In addition, the legend set forth on any Restricted Note will also have the following:

IF, NOTWITHSTANDING THE RESTRICTIONS ON TRANSFER CONTAINED IN THE

INDENTURE, EITHER OF THE CO-ISSUERS DETERMINES THAT ANY BENEFICIAL OWNER

OF A RESTRICTED NOTE (OR ANY INTEREST THEREIN) (A) IS A U.S. PERSON (WITHIN

THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND (B) IS NOT BOTH

(I) A QUALIFIED INSTITUTIONAL BUYER AND (II) A QUALIFIED PURCHASER, THEN

EITHER OF THE CO-ISSUERS MAY REQUIRE, BY NOTICE TO SUCH HOLDER, THAT SUCH

HOLDER SELL ALL OF ITS RIGHT, TITLE AND INTEREST TO SUCH RESTRICTED NOTE

(OR INTEREST THEREIN) TO A PERSON THAT IS BOTH A QUALIFIED INSTITUTIONAL

BUYER AND A QUALIFIED PURCHASER, 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,

(1) 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 OF THE

UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK) TO A

PERSON THAT CERTIFIES TO THE TRUSTEE, [CO-ISSUERS]/[ISSUER]1 AND THE

COLLATERAL SERVICER, IN CONNECTION WITH SUCH TRANSFER, THAT SUCH PERSON

IS BOTH (I) A QUALIFIED INSTITUTIONAL BUYER AND (II) A QUALIFIED PURCHASER AND

(2) PENDING SUCH TRANSFER, NO FURTHER PAYMENTS WILL BE MADE IN RESPECT OF

THIS NOTE (OR INTEREST THEREIN) HELD BY SUCH BENEFICIAL OWNER.

IN ADDITION, NO TRANSFER OF THIS NOTE (OR ANY INTEREST HEREIN) MAY BE MADE

(AND NONE OF THE TRUSTEE, THE NOTE REGISTRAR OR THE [CO-ISSUERS] / [ISSUER]2

WILL RECOGNIZE ANY SUCH TRANSFER) IF SUCH TRANSFER WOULD BE MADE TO A

TRANSFEREE THAT IS (A) A DEALER DESCRIBED IN PARAGRAPH (A)(1)(ii) OF RULE 144A WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25,000,000 IN

SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED PERSONS OF THE DEALER OR

(B) A PLAN REFERRED TO IN PARAGRAPH (a)(1)(I)(D) OR (a)(1)(i)(E) OF RULE 144A OR A For Class D Notes, this certification will be made only to the Issuer.

For Class D Notes, this reference will be to the Issuer.

TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE

ASSETS OF SUCH A PLAN, UNLESS INVESTMENT DECISIONS WITH RESPECT TO THE

PLAN ARE MADE SOLELY BY THE FIDUCIARY, TRUSTEE OR SPONSOR OF SUCH PLAN.

THE TRANSFEREE, AND EACH ACCOUNT FOR WHICH IT IS PURCHASING, IS REQUIRED

TO HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATIONS OF THE NOTES.

EACH TRANSFEREE IS REQUIRED TO PROVIDE WRITTEN NOTICE OF THE TRANSFER

RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES.

In addition, the legend set forth on any Regulation S Global Note or Restricted Global Note will

also have the following:

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE

DEPOSITORY TRUST COMPANY (DTC) TO THE NOTE REGISTRAR FOR REGISTRATION

OF TRANSFER OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE

NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TO CEDE & CO. OR TO SUCH

OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY

TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO

ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,

CEDE & CO., HAS AN INTEREST HEREIN.

In addition, the legend set forth on the Class C Notes and Class D Notes will also have the

following:

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (OID) FOR UNITED

STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE

DATE AND YIELD TO MATURITY OF THIS NOTE MAY BE OBTAINED BY WRITING TO:

CREDIT SUISSE AT ELEVEN MADISON AVENUE, NEW YORK, NEW YORK 10010,

ATTENTION: CDO GROUP.

(2) Legend for Preference Shares. The purchaser understands and agrees that a legend in substantially the following form will be placed on each certificate representing any

Preference Shares:

THE PREFERENCE SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES

ACT), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY

OTHER JURISDICTION, AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED

ONLY (A) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED



Pages:     | 1 |   ...   | 43 | 44 || 46 | 47 |   ...   | 57 |


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