Extract to table

Accordingly, the offer, sale, and resale of the Notes must be effected in reliance upon one or more available exemptions from the registration requirements of Section 5 of the Securities Act

The offer and sale must occur in an "offshore transaction" as defined in Rule 902(h)

Each such legend includes a statement that: (a) The Notes have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered, sold, pledged, or otherwise transferred except in compliance with the Securities Act and applicable state securities laws; (b) The Notes may be resold only (i) to the Issuer, (ii) pursuant to Rule 144A to a person whom the seller reasonably believes is a QIB purchasing for its own account or for the account of one or more QIBs, (iii) in an offshore transaction in compliance with Regulation S, (iv) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), or (v) pursuant to an effective registration statement under the Securities Act, and in each case in accordance with any applicable securities laws of any state of the United States; and (c) The holder of the Notes, by accepting delivery thereof, agrees to the foregoing transfer restrictions and agrees not to offer, sell, pledge, or otherwise transfer the Notes except in compliance therewith

) shall not register any transfer of Notes that does not comply with the applicable transfer restrictions set forth therein

In particular, the Trustee is required to verify that any proposed transferee has delivered the required certifications and representations regarding its QIB or non-U

Such reliance shall not extend to any other matter addressed or referenced in this opinion, and neither Calloway & Brandt LLP nor Ashfield & Greer LLP shall be deemed a Permitted Reliance Party for any other purpose