CLI FUNDING V LLC Issuer and U.S. BANK NATIONAL ASSOCIATION Indenture Trustee ______________________________ SERIES 2013-1 SUPPLEMENT Dated as of March 13, 2013 to INDENTURE March 18, 2011 ______________________________ FIXED RATE ASSET BACKED NOTES, SERIES 2013-1

Section 621.	Survival of Representations and Warranties	26
Section 622.	ERISA Lien	26
ARTICLE VII Miscellaneous Provisions		26
Section 701.	Ratification of Indenture	26
Section 702.	Counterparts	26
Section 703.	Governing Law	26
Section 704.	Notices to Rating Agency	26
Section 705.	Statutory References	26
Section 706.	Amendments and Modifications	27
Section 707.	Consent to Jurisdiction	27
Section 708.	Waiver of Jury Trial	27

EXHIBITS

 

SERIES 2013-1 SUPPLEMENT, dated as March 13, 2013 (as amended, modified, and supplemented from time to time in accordance with the terms hereof, this “Supplement”), between CLI Funding V LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Issuer”), and U.S. Bank National Association, a national banking association, as Indenture Trustee (the “Indenture Trustee”).

 

WHEREAS, pursuant to the Indenture, dated as of March 18, 2011 (as amended and supplemented from time to time in accordance with its terms, the “Indenture”), between the Issuer and the Indenture Trustee, the Issuer may from time to time direct the Indenture Trustee to authenticate one or more new Series of Notes. The Principal Terms of any new Series are to be set forth in a Supplement to the Indenture; and

 

WHEREAS, pursuant to Section 1006 of the Indenture, this Supplement is entered into by the Issuer and the Indenture Trustee to create a new Series of Notes (“Series 2013-1”) and to specify the Principal Terms thereof.

 

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:

 

ARTICLE I

 

 

Section 101.                      Definitions.  (a)  Whenever used in this Supplement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

 

“144A Global Notes” means the 144A Global Notes substantially in the form of Exhibit A-1 hereto.

 

“Accelerated Principal Payment Amount” means an amount equal to the excess of (i) total principal payments actually paid to the Series 2013-1 Noteholders during the Accelerated Measurement Period, over (ii) the sum of the Minimum Principal Payment Amount, Scheduled Principal Payment Amounts and voluntary Prepayments actually paid to the Series 2013-1 Noteholders during the Accelerated Measurement Period.

 

“Accelerated Measurement Period” means the period commencing on the date on which an Early Amortization commences and ending on the date on which such Early Amortization Event is cured or waived in accordance with the terms of this Supplement and the Related Documents.

 

“Aggregate Series 2013-1 Note Principal Balance” means, as of any date of determination, an amount equal to the sum of Unpaid Principal Balances of all Series 2013-1 Notes then Outstanding which, as of the Series 2013-1 Closing Date, shall be Two Hundred Fifty Million Dollars ($250,000,000).

 

 

“Regulation S Temporary Global Notes” means the Regulation S Temporary Global Notes substantially in the form of Exhibit A-2.

 

“Rule 144A” shall have the meaning set forth in Section 207 hereof.

 

“S&P” means Standard & Poor’s Ratings Service, a Standard & Poor’s financial Services LLC business.

 

“Scheduled Principal Payment Amount” means, for the Series 2013-1 Notes on each Payment Date, an amount equal to the excess, if any, of (x) the Unpaid Principal Balance of the Series 2013-1 Notes (calculated after giving effect to any payment of the Minimum Principal Payment Amounts for the Series 2013-1 Notes actually paid on such Payment Date), over (y) the Scheduled Targeted Principal Balance for the Series 2013-1 Notes on such Payment Date.

 

“Scheduled Targeted Principal Balance” means, with respect to the Series 2013-1 Notes for each Payment Date, the amount set forth opposite such Payment Date on Schedule 1 hereto, as such schedule may be adjusted from time to time in accordance with the terms of the Indenture.

 

“Series 2013-1” means the Series of Notes the terms of which are specified in this Supplement.

 

“Series 2013-1 Closing Date” means March 13, 2013.

 

“Series 2013-1 Legal Final Maturity Date” means the Payment Date occurring in March 2028.

 

“Series 2013-1 Note” means any one of the notes issued pursuant to the terms of Section 201(a) of this Supplement, substantially in the form of any of Exhibit A-1, A-2, A-3, or A-4 to this Supplement, and any and all replacements or substitutions of such note.

 

“Series 2013-1 Note Interest Payment”  means, for each Payment Date, an amount equal to the product of (i) the Aggregate Series 2013-1 Note Principal Balance as of the first day of the related Interest Accrual Period, and (ii) an annual rate of interest equal to two and eighty-three hundredths of one percent (2.83%) per annum.  The Series 2013-1 Note Interest Payment will be calculated on the basis of a year consisting of twelve 30-day months.

 

“Series 2013-1 Note Principal Balance” means, with respect to any Series 2013-1 Note as of any date of determination, an amount equal to the excess of (x) the Initial Commitment of such Series 2013-1 Note as of the Series 2013-1 Closing Date, over (y) the cumulative amount of all Minimum Principal Payment Amounts, Scheduled Principal Payment Amounts and any other principal payments actually paid to the Series 2013-1 Noteholders subsequent to the Series 2013-1 Closing Date.

 

“Series 2013-1 Note Purchase Agreement” means the Series 2013-1 Note Purchase Agreement, dated as of March 6, 2013, among the Issuer, the Manager and the Initial Purchasers.

 

“Series 2013-1 Noteholder” means, at any time of determination for the Series 2013-1 Notes, any Person in whose name a Series 2013-1 Note is registered in the Note Register.

 

“Series 2013-1 Series Account” means the account of that name established in accordance with Section 301 hereof.

 

“Series 2013-1 Transaction Documents” shall mean, with respect to this Agreement, any and all of the Indenture, this Supplement, the Series 2013-1 Notes, the Management Agreement, the Contribution and Sale Agreement, the Series 2013-1 Note Purchase Agreement, the Director Services Agreement, the Intercreditor Agreement, the Manager Transition Agreement, any Interest Rate Hedge Agreements, together with any insurance policies related thereto, and any and all other agreements, documents, and instruments executed and delivered by or on behalf or in support of the Issuer with respect to the issuance and sale or administration of the Series 2013-1 Notes, as any of the foregoing may from time to time be amended, modified, supplemented, or renewed.

 

“Transferor” shall have the meaning set forth in Section 207 hereof.

 

“U.S. Person” shall have the meaning set forth in Section 207 hereof.

 

“WFS” means Wells Fargo Securities, LLC, a limited liability company organized under the laws of the State of Delaware and its successors and permitted assigns.

 

(b)           Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Indenture or, if not defined therein, as defined in the Series 2013-1 Note Purchase Agreement.

 

ARTICLE II

 

 

 

 

 

 

 

 

 

The Indenture Trustee shall have no obligations or duties with respect to determining whether any transfers of the Series 2013-1 Notes are made in accordance with the Securities Act or any other law; provided that with respect to Definitive Notes, the Indenture Trustee shall enforce such transfer restrictions in accordance with the terms set forth in this Supplement.

 

 

(i)           It is (A) a qualified institutional buyer as defined in Rule 144A (“Qualified Institutional Buyer”) and is acquiring such Series 2013-1 Notes for its own institutional account or for the account or accounts of a Qualified Institutional Buyer, (B) purchasing such Series 2013-1 Notes in a transaction exempt from registration under the Securities Act and in compliance with the provisions of this Supplement and in compliance with the legend set forth in clause (iv) below, or (C) not a U.S. Person as defined in Regulation S (a “U.S. Person”) and is acquiring such Series 2013-1 Notes outside of the United States;

 

(ii)           It represents and warrants to the Initial Purchasers, the Issuer, the Indenture Trustee, and the Manager that (a) either (1) it is not, and is not acting on behalf of, a Plan or a governmental, church or non-U.S. plan which is subject to any federal, state, local, or non-U.S. law that is similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and no part of the assets to be used by it to purchase or hold the Notes or any interest therein constitutes the assets of any Plan or such a governmental, church, or non-U.S. plan; or (2) (A) the acquisition, holding, and disposition of the Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, or non-U.S. plan, a violation of any similar federal, state, local, or non-U.S. law) and (B) the Notes are rated investment grade or better and such Person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of Section 2510.3-101 of the regulations issued by the U.S. Department of Labor, and agrees to so treat the Notes; and (b) it will not sell or otherwise transfer the Notes or any interest therein otherwise than to a purchaser or transferee that represents and agrees with respect to its purchase, holding, and disposition of the Notes to the same effect as the purchaser's representation and agreement set forth in this clause (b)(ii) of Section 207.  Alternatively, regardless of the rating of the Series 2013-1 Notes, such person may provide the Indenture Trustee with an Opinion of Counsel (in form and substance satisfactory to the Issuer and the Indenture Trustee), which Opinion of Counsel will not be at the expense of the Issuer, the Seller, the Initial Purchasers, the Indenture Trustee, the Manager or any successor Manager which opines that the purchase, holding and transfer of such Series 2013-1 Note or interest therein is permissible under Applicable Law, will not constitute or result in a non exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental, church or non-U.S. Plan, a violation of any similar federal, state, local or non-U.S. law) and will not subject the Issuer, the Seller, the Indenture Trustee, the Manager or any successor Manager to any obligation in addition to those undertaken in the Indenture;

 

 

 

(v)           It is not a Competitor.

 

(vi)           Each investor described in Section 207(a)(B) understands that the Series 2013-1 Notes have not and will not be registered under the Securities Act, that any offers, sales, or deliveries of the Series 2013-1 Notes purchased by it in the United States or to U.S. Persons prior to the date that is 40 days after the later of (i) the commencement of the distribution of the Series 2013-1 Notes and (ii) the Series 2013-1 Closing Date, may constitute a violation of United States law, and that distributions of principal and interest will be made in respect of such Series 2013-1 Notes only following the delivery by the holder of a certification of non-U.S. beneficial ownership or the exchange of beneficial interest in Regulation S Temporary Global Notes for beneficial interests in the related 144A Book-Entry Global Notes (which in each case will itself require a certification of non-U.S. beneficial ownership), at the times and in the manner set forth in this Supplement.

 

(vii)           The Regulation S Temporary Global Notes representing the Series 2013-1 Notes sold to each investor described in Section 207(a)(B) will bear a legend to the following effect, unless the Issuer determines otherwise consistent with Applicable Law:

 

(viii)           It is purchasing one or more Series 2013-1 Notes in an amount of at least $100,000 and it understands that such Series 2013-1 Notes may be resold, pledged, or otherwise transferred only in an amount of at least $100,000.

 

(6)           To each Holder of a Series 2013-1 Note on the immediately preceding Record Date, an amount equal to the Default Interest then due and payable to the Holders of a Series 2013-1 Note, including accrued and unpaid Default Interest, pro rata; and

 

(7)           After application of the amounts required to be paid pursuant to Section 302 of the Indenture, to the Issuer, any remaining Available Distribution Amounts.

 

(III)           If an Event of Default shall have occurred and be continuing with respect to any Series:

 

(1)           To each Holder of a Series 2013-1 Note on the immediately preceding Record Date, an amount equal to its pro rata portion of the Series 2013-1 Note Interest Payments (exclusive of Default Interest) then due and payable on such Payment Date;

 

(2)           To each Holder of a Series 2013-1 Note on the immediately preceding Record Date, an amount equal to the Minimum Principal Payment Amount then due and payable on such Payment Date, pro rata, based on the Unpaid Principal Balance at the time of such Event of Default;

 

(3)           To each Holder of a Series 2013-1 Note on the immediately preceding Record Date, an amount equal to the Scheduled Principal Payment Amount then due and payable on such Payment Date, pro rata, based on the Unpaid Principal Balance at the time of such Event of Default;

 

(4)           To each Holder of a Series 2013-1 Note on the immediately preceding Record Date, an amount equal to the Aggregate Series 2013-1 Note Principal Balance, pro rata, based on the then Unpaid Principal Balance of Series 2013-1 at the time of such Event of Default;

 

(5)           To each Holder of a Series 2013-1 Note on the immediately preceding Record Date, an amount equal to any other amounts (including Default Interest) then due and payable to the Holders of Series 2013-1 Note, including accrued and unpaid Default Interest, pro rata; and

 

(6)           After application of the amounts required to be paid pursuant to Section 302 of the Indenture, to the Issuer, any remaining Available Distribution Amounts.

 

Any amounts payable to a Noteholder shall be made by wire transfer of immediately available funds to the account that such Noteholder has designated to the Indenture Trustee in writing on or prior to the Business Day immediately preceding the Payment Date.

 

 

 

(i)           The capital of the Issuer is adequate for the business and undertakings of the Issuer.

 

(ii)           Other than with respect to the transactions contemplated hereby and by the other Related Documents, the Issuer is not engaged in any business transactions with the Manager, except as permitted by the Management Agreement or with the Seller except as permitted under the Contribution and Sale Agreement.

 

(iii)           At all times, at least two (2) members of the Board of Managers of the Issuer comply with the definition of Independent Person.

 

(iv)           The Issuer’s funds and assets are not, and will not be, commingled with those of the Seller or the Manager, except as permitted by the Management Agreement and the Intercreditor Agreement.

 

(v)           The limited liability company agreement of the Issuer requires it to maintain (A) correct and complete books and records of account, and (B) minutes of the meetings and other proceedings of its members.

 

(vi)           The Issuer has not engaged in any business activities, except as permitted by the present and express terms of the Indenture and the Related Documents and Section 2.3 of its limited liability company agreement.

 

(vii)           The Issuer is not insolvent under the Insolvency Law and will not be rendered insolvent by the transactions contemplated by the Related Documents and after giving effect to such transactions, the Issuer will not be left with an unreasonably small amount of capital with which to engage in its business nor will the Issuer have intended to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature.  The Issuer does not contemplate the commencement of Insolvency Proceedings or the appointment of a receiver, liquidator, trustee, or similar official in respect of the Issuer or any of its assets.

 

(viii)           The Issuer is not liable for any unbonded or uninsured final non-appealable judgments or liabilities which in aggregate exceed $50,000.

 

 

 

 

IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Supplement to be duly executed and delivered by their respective officers all as of the day and year first above written.

 

	CLI FUNDING V LLC
	By:	/s/ David F. Doorley
		Name: David F. Doorley
		Title:   Treasurer

	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
	By:	/s/ Bryan J. Hill
		Name: Bryan J. Hill
		Title:   Vice President

EXHIBIT A-1

 

FORM OF 144A GLOBAL NOTES

 

 

 

 

 

 

Each purchaser of a Note shall be deemed to represent and warrant to the Initial Purchasers, the Issuer, the Indenture Trustee, and the Manager that (a) either (1) it is not, and is not acting on behalf of, a Plan or a governmental, church, or non-U.S. plan which is subject to any federal, state, local, or non-U.S. law that is similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and no part of the assets to be used by it to purchase or hold the Series 2013-1 Notes or any interest therein constitutes the assets of any Plan or such a governmental, church, or non-U.S. plan; or (2) (A) the acquisition, holding, and disposition of the Series 2013-1 Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, or non-U.S. plan, a violation of any similar federal, state, local, or non-U.S. law) and (B) the Notes are rated investment grade or better and such person believes that the Series 2013-1 Notes are properly treated as indebtedness without substantial equity features for purposes of Section 2510.3-101 of the regulations issued by the U.S. Department of Labor, and agrees to so treat the Series 2013-1 Notes; and (b) it will not sell or otherwise transfer the Series 2013-1 Notes or any interest therein otherwise than to a purchaser or transferee that represents and agrees with respect to its purchase, holding, and disposition of the Series 2013-1 Notes to the same effect as the purchaser's representation and agreement set forth in this sentence.  Alternatively, regardless of the rating of the Series 2013-1 Notes, such person may provide the Indenture Trustee with an Opinion of Counsel (in form and substance satisfactory to the Issuer and the Indenture Trustee), which Opinion of Counsel will not be at the expense of the Issuer, the Seller, the Initial Purchasers, the Indenture Trustee, the Manager or any Successor Manager which opines that the purchase, holding and transfer of such Series 2013-1 Note or interest therein is permissible under Applicable Law, will not constitute or result in a non exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental, church or non-U.S. Plan, a violation of any similar federal, state, local or non-U.S. law) and will not subject the Issuer, the Seller, the Indenture Trustee, the Manager or any Successor Manager to any obligation in addition to those undertaken in the Indenture.  Alternatively, regardless of the rating of the Series 2013-1 Notes, such person may provide the Indenture Trustee with an Opinion of Counsel (in form and substance satisfactory to the Issuer and the Indenture Trustee), which Opinion of Counsel will not be at the expense of the Issuer, the Seller, the Initial Purchasers, the Indenture Trustee, the Manager or any Successor Manager which opines that the purchase, holding and transfer of such Series 2013-1 Note or interest therein is permissible under Applicable Law, will not constitute or result in a non exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental, church or non-U.S. Plan, a violation of any similar federal, state, local or non-U.S. law) and will not subject the Issuer, the Seller, the Indenture Trustee, the Manager or any Successor Manager to any obligation in addition to those undertaken in the Indenture.

 

This Note, and the rights and obligations of the parties hereunder, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to principles of conflict of laws.

All terms and provisions of the Indenture and the Series 2013-1 Supplement are herein incorporated by reference as if set forth herein in their entirety.

 

IT IS HEREBY CERTIFIED, RECITED, AND DECLARED, that all acts, conditions, and things required to exist, happen, and be performed precedent to the execution and delivery of the Indenture and the Series 2013-1 Supplement and the issuance of this Note and the issue of which it is a part, do exist, have happened and have been timely performed in regular form and manner as required by law.

 

Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the Indenture and the Series 2013-1 Supplement, or be valid or obligatory for any purpose.

 

 

This Note is one of the Notes described in the within-mentioned Indenture and the Series 2013-1 Supplement.

 

	U.S. Bank National Association, as Indenture Trustee
	By:
		Name:
		Title:

EXHIBIT A-2

 

FORM OF REGULATION S TEMPORARY GLOBAL NOTE

 

 

 

 

 

 

CLI FUNDING V LLC FIXED RATE ASSET BACKED NOTE, SERIES 2013-1
$250,000,000		CUSIP No.: U18659 AD1
		No. 1
		March 13, 2013

 

KNOW ALL PERSONS BY THESE PRESENTS that CLI FUNDING V LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, at the principal corporate trust office of the Indenture Trustee named below, (i) the principal sum of up to Two Hundred Fifty Million Dollars ($250,000,000), which sum shall be payable on the dates and in the amounts set forth in the Indenture, dated as of March 18, 2011 (as amended, restated, or otherwise modified from time to time, the “Indenture”) and the Series 2013-1 Supplement, dated as of March 13, 2013 (as amended, restated, or otherwise modified from time to time, the “Series 2013-1 Supplement”), each between the Issuer and U.S. Bank National Association as indenture trustee (the “Indenture Trustee”), and (ii) interest on the outstanding principal amount of this Note on the dates and in the amounts set forth in the Indenture and the Series 2013-1 Supplement.  Capitalized terms not otherwise defined herein will have the meaning set forth in the Indenture and the Series 2013-1 Supplement.

 

Payment of the principal of and interest on this Note shall be made in lawful money of the United States of America which at the time of payment is legal tender for payment of public and private debts. The principal balance of, and interest on this Note is payable at the times and in the amounts set forth in the Indenture and the Series 2013-1 Supplement by wire transfer of immediately available funds to the account designated by the Holder of record on the immediately preceding Record Date.

 

This Note is one of the authorized notes identified in the title hereto and issued in the aggregate principal amount of up to Two Hundred Fifty Million Dollars ($250,000,000) pursuant to the Indenture and the Series 2013-1 Supplement.

 

The Notes shall be an obligation of the Issuer and shall be secured by the Collateral, all as defined in, and subject to limitations set forth in, the Indenture and the Series 2013-1 Supplement.

 

This Note is transferable as provided in the Indenture and the Series 2013-1 Supplement, subject to certain limitations therein contained, only upon the books for registration and transfer kept by the Indenture Trustee, and only upon surrender of this Note for transfer to the Indenture Trustee duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Indenture Trustee duly executed by, the registered Holder hereof or his attorney duly authorized in writing. The Indenture Trustee or the Issuer may require payment by the Holder of a sum sufficient to cover any tax expense or other governmental charge payable in connection with any transfer or exchange of the Notes.

 

The Issuer, the Indenture Trustee, and any other agent of the Issuer may treat the person in whose name this Note is registered as the absolute owner hereof for all purposes, and neither the Issuer, the Indenture Trustee, nor any other such agent shall be affected by notice to the contrary.

 

 

Each purchaser of a Note shall be deemed to represent and warrant to the Initial Purchasers, the Issuer, the Indenture Trustee, and the Manager that (a) either (1) it is not, and is not acting on behalf of, a Plan or a governmental, church, or non-U.S. plan which is subject to any federal, state, local, or non-U.S. law that is similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and no part of the assets to be used by it to purchase or hold the Series 2013-1 Notes or any interest therein constitutes the assets of any Plan or such a governmental, church, or non-U.S. plan; or (2) (A) the acquisition, holding, and disposition of the Series 2013-1 Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, or non-U.S. plan, a violation of any similar federal, state, local, or non-U.S. law) and (B) the Notes are rated investment grade or better and such person believes that the Series 2013-1 Notes are properly treated as indebtedness without substantial equity features for purposes of Section 2510.3-101 of the regulations issued by the U.S. Department of Labor, and agrees to so treat the Series 2013-1 Notes; and (b) it will not sell or otherwise transfer the Series 2013-1 Notes or any interest therein otherwise than to a purchaser or transferee that represents and agrees with respect to its purchase, holding, and disposition of the Series 2013-1 Notes to the same effect as the purchaser's representation and agreement set forth in this sentence.  Alternatively, regardless of the rating of the Series 2013-1 Notes, such person may provide the Indenture Trustee with an Opinion of Counsel (in form and substance satisfactory to the Issuer and the Indenture Trustee), which Opinion of Counsel will not be at the expense of the Issuer, the Seller, the Initial Purchasers, the Indenture Trustee, the Manager or any Successor Manager which opines that the purchase, holding and transfer of such Series 2013-1 Note or interest therein is permissible under Applicable Law, will not constitute or result in a non exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental, church or non-U.S. Plan, a violation of any similar federal, state, local or non-U.S. law) and will not subject the Issuer, the Seller, the Indenture Trustee, the Manager or any Successor Manager to any obligation in addition to those undertaken in the Indenture.

 

This Note, and the rights and obligations of the parties hereunder, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to principles of conflict of laws.

All terms and provisions of the Indenture and the Series 2013-1 Supplement are herein incorporated by reference as if set forth herein in their entirety.

 

IT IS HEREBY CERTIFIED, RECITED, AND DECLARED, that all acts, conditions, and things required to exist, happen, and be performed precedent to the execution and delivery of the Indenture and the Series 2013-1 Supplement and the issuance of this Note and the issue of which it is a part, do exist, have happened and have been timely performed in regular form and manner as required by law.

 

Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the Indenture and the Series 2013-1 Supplement, or be valid or obligatory for any purpose.

 

 

This Note is one of the Notes described in the within-mentioned Indenture and the Series 2013-1 Supplement.

 

	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
	By:
		Name:
		Title:

EXHIBIT A-3

 

FORM OF PERMANENT REGULATION S GLOBAL NOTE

 

 

 

 

 

CLI FUNDING V LLC FIXED RATE ASSET BACKED NOTE, SERIES 2013-1
$250,000,000		CUSIP No.: U18659 AD1
		No. 1
		March 13, 2013

 

KNOW ALL PERSONS BY THESE PRESENTS that CLI FUNDING V LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, at the principal corporate trust office of the Indenture Trustee named below, (i) the principal sum of up to Two Hundred Fifty Million Dollars ($250,000,000), which sum shall be payable on the dates and in the amounts set forth in the Indenture, dated as of March 18, 2011 (as amended, restated, or otherwise modified from time to time, the “Indenture”) and the Series 2013-1 Supplement, dated as of March 13, 2013 (as amended, restated, or otherwise modified from time to time, the “Series 2013-1 Supplement”), each between the Issuer and U.S. Bank National Association as indenture trustee (the “Indenture Trustee”), and (ii) interest on the outstanding principal amount of this Note on the dates and in the amounts set forth in the Indenture and the Series 2013-1 Supplement.  Capitalized terms not otherwise defined herein will have the meaning set forth in the Indenture and the Series 2013-1 Supplement.

 

Payment of the principal of and interest on this Note shall be made in lawful money of the United States of America which at the time of payment is legal tender for payment of public and private debts. The principal balance of, and interest on this Note is payable at the times and in the amounts set forth in the Indenture and the Series 2013-1 Supplement by wire transfer of immediately available funds to the account designated by the Holder of record on the immediately preceding Record Date.

 

This Note is one of the authorized notes identified in the title hereto and issued in the aggregate principal amount of up to Two Hundred Fifty Million Dollars ($250,000,000) pursuant to the Indenture and the Series 2013-1 Supplement.

 

The Notes shall be an obligation of the Issuer and shall be secured by the Collateral, all as defined in, and subject to limitations set forth in, the Indenture and the Series 2013-1 Supplement.

 

This Note is transferable as provided in the Indenture and the Series 2013-1 Supplement, subject to certain limitations therein contained, only upon the books for registration and transfer kept by the Indenture Trustee, and only upon surrender of this Note for transfer to the Indenture Trustee duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Indenture Trustee duly executed by, the registered Holder hereof or his attorney duly authorized in writing. The Indenture Trustee or the Issuer may require payment by the Holder of a sum sufficient to cover any tax expense or other governmental charge payable in connection with any transfer or exchange of the Notes.

 

 

Each purchaser of a Note shall be deemed to represent and warrant to the Initial Purchasers, the Issuer, the Indenture Trustee, and the Manager that (a) either (1) it is not, and is not acting on behalf of, a Plan or a governmental, church, or non-U.S. plan which is subject to any federal, state, local, or non-U.S. law that is similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and no part of the assets to be used by it to purchase or hold the Series 2013-1 Notes or any interest therein constitutes the assets of any Plan or such a governmental, church, or non-U.S. plan; or (2) (A) the acquisition, holding, and disposition of the Series 2013-1 Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church or non-U.S. plan, a violation of any similar federal, state, local, or non-U.S. law) and (B) the Notes are rated investment grade or better and such person believes that the Series 2013-1 Notes are properly treated as indebtedness without substantial equity features for purposes of Section 2510.3-101 of the regulations issued by the U.S. Department of Labor, and agrees to so treat the Series 2013-1 Notes; and (b) it will not sell or otherwise transfer the Series 2013-1 Notes or any interest therein otherwise than to a purchaser or transferee that represents and agrees with respect to its purchase, holding, and disposition of the Series 2013-1 Notes to the same effect as the purchaser's representation and agreement set forth in this sentence.  Alternatively, regardless of the rating of the Series 2013-1 Notes, such person may provide the Indenture Trustee with an Opinion of Counsel (in form and substance satisfactory to the Issuer and the Indenture Trustee), which Opinion of Counsel will not be at the expense of the Issuer, the Seller, the Initial Purchasers, the Indenture Trustee, the Manager or any Successor Manager which opines that the purchase, holding and transfer of such Series 2013-1 Note or interest therein is permissible under Applicable Law, will not constitute or result in a non exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental, church or non-U.S. Plan, a violation of any similar federal, state, local or non-U.S. law) and will not subject the Issuer, the Seller, the Indenture Trustee, the Manager or any Successor Manager to any obligation in addition to those undertaken in the Indenture.

 

This Note, and the rights and obligations of the parties hereunder, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to principles of conflict of laws.

All terms and provisions of the Indenture and the Series 2013-1 Supplement are herein incorporated by reference as if set forth herein in their entirety.

 

IT IS HEREBY CERTIFIED, RECITED, AND DECLARED, that all acts, conditions, and things required to exist, happen, and be performed precedent to the execution and delivery of the Indenture and the Series 2013-1 Supplement and the issuance of this Note and the issue of which it is a part, do exist, have happened and have been timely performed in regular form and manner as required by law.

 

Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the Indenture and the Series 2013-1 Supplement, or be valid or obligatory for any purpose.

 

 

This Note is one of the Notes described in the within-mentioned Indenture and the Series 2013-1 Supplement.

 

	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
	By:
		Name:
		Title:

EXHIBIT A-4

 

FORM OF NOTE ISSUED TO INSTITUTIONAL ACCREDITED INVESTORS

 

 

 

CLI FUNDING V LLC FIXED RATE ASSET BACKED NOTE, SERIES 2013-1
$250,000,000		CUSIP No.: 125634 AH8
		No. 1
		March 13, 2013

 

KNOW ALL PERSONS BY THESE PRESENTS that CLI FUNDING V LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Issuer”), for value received, hereby promises to pay to _______, or registered assigns, at the principal corporate trust office of the Indenture Trustee named below, (i) the principal sum of up to Two Hundred Fifty Million Dollars ($250,000,000), which sum shall be payable on the dates and in the amounts set forth in the Indenture, dated as of March 18, 2011 (as amended, restated, or otherwise modified from time to time, the “Indenture”) and the Series 2013-1 Supplement, dated as of March 13, 2013 (as amended, restated, or otherwise modified from time to time, the “Series 2013-1 Supplement”), each between the Issuer and U.S. Bank National Association as indenture trustee (the “Indenture Trustee”), and (ii) interest on the outstanding principal amount of this Note on the dates and in the amounts set forth in the Indenture and the Series 2013-1 Supplement.  Capitalized terms not otherwise defined herein will have the meaning set forth in the Indenture and the Series 2013-1 Supplement.

 

Payment of the principal of and interest on this Note shall be made in lawful money of the United States of America which at the time of payment is legal tender for payment of public and private debts. The principal balance of, and interest on this Note is payable at the times and in the amounts set forth in the Indenture and the Series 2013-1 Supplement by wire transfer of immediately available funds to the account designated by the Holder of record on the immediately preceding Record Date.

 

This Note is one of the authorized notes identified in the title hereto and issued in the aggregate principal amount of up to Two Hundred Fifty Million Dollars ($250,000,000) pursuant to the Indenture and the Series 2013-1 Supplement.

 

The Notes shall be an obligation of the Issuer and shall be secured by the Collateral, all as defined in, and subject to limitations set forth in, the Indenture and the Series 2013-1 Supplement.

 

This Note is transferable as provided in the Indenture and the Series 2013-1 Supplement, subject to certain limitations therein contained, only upon the books for registration and transfer kept by the Indenture Trustee, and only upon surrender of this Note for transfer to the Indenture Trustee duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Indenture Trustee duly executed by, the registered Holder hereof or his attorney duly authorized in writing. The Indenture Trustee or the Issuer may require payment by the Holder of a sum sufficient to cover any tax expense or other governmental charge payable in connection with any transfer or exchange of the Notes.

 

The Issuer, the Indenture Trustee, and any other agent of the Issuer may treat the person in whose name this Note is registered as the absolute owner hereof for all purposes, and neither the Issuer, the Indenture Trustee, nor any other such agent shall be affected by notice to the contrary.

 

The Notes are subject to Prepayment, at the times and subject to the conditions set forth in the Indenture and the Series 2013-1 Supplement.

 

If an Event of Default shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and the Series 2013-1 Supplement.

 

The Indenture permits, with certain exceptions as therein provided, the issuance of supplemental indentures with the consent of the Requisite Global Majority, in certain specifically described instances. Any consent given by the Requisite Global Majority shall be conclusive and binding upon the Holder of this Note and on all future holders of this Note and of any Note issued in lieu hereof whether or not notation of such consent is made upon this Note. Supplements and amendments to the Indenture and the Series 2013-1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series 2013-1 Supplement.

 

The Holder of this Note shall have no right to enforce the provisions of the Indenture and the Series 2013-1 Supplement or to institute action to enforce the covenants, or to take any action with respect to a default under the Indenture and the Series 2013-1 Supplement, or to institute, appear in, or defend any suit or other proceedings with respect thereto, except as provided under certain circumstances described in the Indenture and the Series 2013-1 Supplement; provided, however, that nothing contained in the Indenture and the Series 2013-1 Supplement shall affect or impair any right of enforcement conferred on the Holder hereof to enforce any payment of the principal of and interest on this Note on or after the due date thereof; provided further, however, that by acceptance hereof the Holder is deemed to have covenanted and agreed that it will not institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings, or other proceedings under any applicable bankruptcy or similar law, at any time other than at such time as permitted by Section 1311 of the Indenture and the Series 2013-1 Supplement.

 

Each purchaser of a Note shall be deemed to represent and warrant to the Initial Purchasers, the Issuer, the Indenture Trustee, and the Manager that (a) either (1) it is not, and is not acting on behalf of, a Plan or a governmental, church, or non-U.S. plan which is subject to any federal, state, local, or non-U.S. law that is similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and no part of the assets to be used by it to purchase or hold the Series 2013-1 Notes or any interest therein constitutes the assets of any Plan or such a governmental, church, or non-U.S. plan; or (2) (A) the acquisition, holding, and disposition of the Series 2013-1 Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, or non-U.S. plan, a violation of any similar federal, state, local, or non-U.S. law) and (B) the Notes are rated investment grade or better and such person believes that the Series 2013-1 Notes are properly treated as indebtedness without substantial equity features for purposes of Section 2510.3-101 of the regulations issued by the U.S. Department of Labor, and agrees to so treat the Series 2013-1 Notes; and (b) it will not sell or otherwise transfer the Series 2013-1 Notes or any interest therein otherwise than to a purchaser or transferee that represents and agrees with respect to its purchase, holding, and disposition of the Series 2013-1 Notes to the same effect as the purchaser's representation and agreement set forth in this sentence.  Alternatively, regardless of the rating of the Series 2013-1 Notes, such person may provide the Indenture Trustee with an Opinion of Counsel (in form and substance satisfactory to the Issuer and the Indenture Trustee), which Opinion of Counsel will not be at the expense of the Issuer, the Seller, the Initial Purchasers, the Indenture Trustee, the Manager or any Successor Manager which opines that the purchase, holding and transfer of such Series 2013-1 Note or interest therein is permissible under Applicable Law, will not constitute or result in a non exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental, church or non-U.S. Plan, a violation of any similar federal, state, local or non-U.S. law) and will not subject the Issuer, the Seller, the Indenture Trustee, the Manager or any Successor Manager to any obligation in addition to those undertaken in the Indenture.

 

This Note, and the rights and obligations of the parties hereunder, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to principles of conflict of laws.

All terms and provisions of the Indenture and the Series 2013-1 Supplement are herein incorporated by reference as if set forth herein in their entirety.

 

IT IS HEREBY CERTIFIED, RECITED, AND DECLARED, that all acts, conditions, and things required to exist, happen, and be performed precedent to the execution and delivery of the Indenture and the Series 2013-1 Supplement and the issuance of this Note and the issue of which it is a part, do exist, have happened and have been timely performed in regular form and manner as required by law.

 

IN WITNESS WHEREOF, CLI Funding V LLC has caused this Note to be duly executed by its duly authorized representative, on this __ day of March 2013.

 

	CLI FUNDING V LLC
	By:
		Name:
		Title:

This Note is one of the Notes described in the within-mentioned Indenture and the Series 2013-1 Supplement.

 

	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
	By:
		Name:
		Title:

EXHIBIT B

 

FORM OF

 

CERTIFICATE TO BE GIVEN BY NOTEHOLDER

 

[Euroclear Bank S.A./N.V., as operator

of the Euroclear Clearance System

1 Boulevard du Roi Albert II

B-1210 Brussels, Belgium]

 

[Clearstream, Luxembourg Banking, société anonyme

f/k/a CedelBank, société anonyme

67 Boulevard Grand Duchesse Charlotte

L-1331 Luxembourg]

 

Re:

$______ of the Fixed Rate Asset Backed Notes, Series 2013-1 (the “Notes”) issued pursuant to the Series 2013-1 Supplement, dated as of March 13, 2013, between CLI Funding V LLC (the “Issuer”) and U.S. Bank National Association (the “Indenture Trustee”) to the Indenture, dated as of March 18, 2011, between the Issuer and the Indenture Trustee.

 

This is to certify that as of the date hereof, and except as set forth below, the beneficial interest in the Notes held by you for our account is owned by persons that are not U.S. persons (as defined in Rule 902 under the Securities Act of 1933, as amended).

 

The undersigned undertakes to advise you promptly in writing on or prior to the date on which you intend to submit your certification relating to the Notes held by you in which the undersigned has acquired, or intends to acquire, a beneficial interest in accordance with your operating procedures if any applicable statement herein is not correct on such date. In the absence of any such notification, it may be assumed that this certification applies as of such date.

 

[This certification excepts beneficial interests in and does not relate to U.S. $_________ principal amount of the Notes appearing in your books as being held for our account but that we have sold or as to which we are not yet able to certify.]

 

We understand that this certification is required in connection with certain securities laws in the United States of America. If administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification or a copy thereof to any interested party in such proceedings.

 

Dated:*___________________		By:       ____________________________________
		Account Holder

 

_________________

 

*Certification must be dated on or after the 15th day before the date of the Euroclear or Clearstream certificate to which this certification relates.

 

 

EXHIBIT D

 

FORM OF

 

CERTIFICATE TO BE GIVEN BY TRANSFEREE OF BENEFICIAL INTEREST IN A

 

REGULATION S TEMPORARY GLOBAL NOTE

 

[Euroclear Bank S.A./N.V., as operator

of the Euroclear Clearance System

1 Boulevard du Roi Albert II

B-1210 Brussels, Belgium]

 

[Clearstream, Luxembourg Banking, société anonyme

f/k/a CedelBank, société anonyme

67 Boulevard Grand Duchesse Charlotte

L-1331 Luxembourg]

 

Re:

$_______ of the Fixed Rate Asset Backed Notes, Series 2013-1 (the “Notes”) issued pursuant to the Series 2013-1 Supplement, dated as of March 13, 2013, between CLI Funding V LLC (the “Issuer”) and U.S. Bank National Association (the “Indenture Trustee”) to the Indenture, dated as of March 18, 2011, between the Issuer and the Indenture Trustee.

 

This is to certify that as of the date hereof, and except as set forth below, for purposes of acquiring a beneficial interest in the Notes, the undersigned certifies that it is not a U.S. person (as defined in Rule 902 under the Securities Act of 1933, as amended).

 

The undersigned undertakes to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Notes held by you in which the undersigned intends to acquire a beneficial interest in accordance with your operating procedures if any applicable statement herein is not correct on such date. In the absence of any such notification, it may be assumed that this certification applies as of such date.

 

We understand that this certification is required in connection with certain securities laws in the United States of America. If administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification or a copy thereof to any interested party in such proceedings.

 

Dated: ___________________

By:

EXHIBIT E

 

FORM OF

 

TRANSFER CERTIFICATE FOR EXCHANGE OR

 

TRANSFER FROM 144A BOOK-ENTRY NOTE

 

TO REGULATION S BOOK-ENTRY NOTE

 

U.S. Bank National Association,

as Indenture Trustee and Note Registrar

EP-MN-WS3D

60 Livingston Avenue

St. Paul, MN 55107-2292

Attn: Structured Finance/CLI Funding V LLC 2013-1

 

Re:

$______ of the Fixed Rate Asset Backed Notes, Series 2013-1 (the “Notes”) issued pursuant to the Series 2013-1 Supplement, dated as of March 13, 2013, between CLI Funding V LLC (the “Issuer”) and U.S. Bank National Association (the “Indenture Trustee”) to the Indenture, dated as of March 18, 2011, between the Issuer and the Indenture Trustee.

 

Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

 

This letter relates to U.S. $___________ principal amount of Notes that are held as a beneficial interest in the 144A Book-Entry Note (CUSIP No. 125634 AG0) with DTC in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of the beneficial interest for an interest in the Regulation S Book-Entry Note (CUSIP No. U18659 AD1) to be held with [Euroclear] [Clearstream] through DTC.

 

In connection with the request and in receipt of the Notes, the Transferor does hereby certify that the exchange or transfer has been effected in accordance with the transfer restrictions set forth in the Notes and the Indenture and:

 

(a)           pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify that:

 

(i)           the offer of the Notes was not made to a Person in the United States of America,

 

(ii)           either (A) at the time the buy order was originated, the transferee was outside the United States of America, or the Transferor and any person acting on its behalf reasonably believed that the transferee was outside the United States of America or (B) the transaction was executed in, on, or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States of America,

 

 

EXHIBIT F

 

FORM OF TRANSFER CERTIFICATE FOR

 

EXCHANGE OR TRANSFER FROM

 

 REGULATION S BOOK-ENTRY NOTE TO 144A BOOK-ENTRY NOTE

 

 

U.S. Bank National Association,

as Indenture Trustee and Note Registrar

EP-MN-WS3D

60 Livingston Avenue

St. Paul, MN 55107-2292

Attention: Structured Finance/CLI Funding V LLC 2013-1

Re:

$__________ of the Fixed Rate Asset Backed Notes, Series 2013-1 (the “Notes”) issued pursuant to the Series 2013-1 Supplement, dated as of March 13, 2013, between CLI Funding V LLC (the “Issuer”) and U.S. Bank National Association (the “Indenture Trustee”) to the Indenture, dated as of March 18, 2011, between the Issuer and the Indenture Trustee.

 

Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

 

This letter relates to U.S. $_________________ aggregate principal amount of Notes which are held in the form of a Regulation S Global Note with the Depository (CUSIP (ISIN) No. U18659 AD1 (USU18659AD12)) in the name of [name of transferor] (the “Transferor”) to effect the transfer of the Notes in exchange for an equivalent beneficial interest in a Rule 144A Global Note.

 

In connection with such request, and in respect of such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with (i) the transfer restrictions set forth in the Indenture, the Notes and the final offering memorandum dated March 6, 2013 relating to the Notes and (ii) Rule 144A under the Securities Act, to a transferee that the Transferor reasonably believes is purchasing the Notes for its own account or an account with respect to which the transferee exercises sole investment discretion, the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A and a “qualified purchaser,” within the meaning of Section 3(c)(2) under the United States of America Investment Company Act of 1940, as amended (the “Investment Company Act”) and such transferee is aware that the sale to it is being made in reliance upon Rule 144A, in a transaction meeting the requirements of Rule 144A and (iii) in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

 

 

 

Dated: _____________, ______

EXHIBIT G

 

FORM OF

 

INITIAL PURCHASER EXCHANGE INSTRUCTIONS

 

Depository Trust Company

55 Water Street

50th Floor

New York, New York 10041

 

Re:

$_______ of the Fixed Rate Asset Backed Notes, Series 2013-1 (the “Notes”) issued pursuant to the Series 2013-1 Supplement, dated as of March 13, 2013, between CLI Funding V LLC (the “Issuer”) and U.S. Bank National Association (the “Indenture Trustee”) to the Indenture, dated as of March 18, 2011, between the Issuer and the Indenture Trustee.

 

Pursuant to Section 2.07(c) of the Series 2013-1 Supplement, [Deutsche Bank Securities Inc.][Wells Fargo Securities, LLC] (the “Initial Purchaser”) hereby request that $____________ aggregate principal amount of the Notes held by you for our account and represented by the Regulation S Temporary Book-Entry Note (CUSIP No. U18659 AD1) (as defined in the Series 2013-1 Supplement) be exchanged for an equal principal amount represented by the 144A Book-Entry Note (CUSIP No. 125634 AG0) to be held by you for our account.

 

Dated: ___________________		[Deutsche Bank Securities Inc.][Wells Fargo Securities, LLC], as Initial Purchaser
		By:
		Title:

EXHIBIT H

 

FORM OF PURCHASER LETTER

 

U.S. Bank National Association,

as Indenture Trustee

EP-MN-WS3D

60 Livingston Avenue

St. Paul, MN 55107-2292

Attention: Structured Finance/CLI Funding V LLC 2013-1

 

Ladies and Gentlemen:

 

We are delivering this letter in connection with the transfer of $__________ of the Fixed Rate Asset Backed Notes, Series 2013-1 (the “Notes”) issued pursuant to the Series 2013-1 Supplement, dated as of March 13, 2013, between CLI Funding V LLC (the “Issuer”) and U.S. Bank National Association (the “Indenture Trustee”) to the Indenture, dated as of March 18, 2011, between the Issuer and the Indenture Trustee.  Capitalized terms used herein without definition shall have the meanings assigned thereto in the Series 2013-1 Supplement.

 

We hereby confirm that:

 

(i)           we are authorized to consummate the purchase of the Notes;

 

(ii)           we are an institutional accredited investor (an “Institutional Accredited Investor”), within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”);

 

(iii)           we are purchasing the Notes for our own account or for the account of one or more other Institutional Accredited Investors;

 

(iv)           we are taking delivery of the Notes in an amount of at least $100,000 for our own account or for each separate account for which we are acting;

 

(v)           we have such knowledge and experience in financial and business matters, we are capable of evaluating the merits and risks of purchasing Notes and we, or the account for which we are purchasing Notes, can bear the economic risks of investing in the Notes for an indefinite period of time;

 

(vi)           we have had access to such information concerning the Issuer we have considered necessary in connection with an investment decision to acquire the Notes;

 

(vii)           we are acquiring Notes for investment and not with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction; provided that the disposition of our property and the property of any accounts for which we are acting as fiduciary shall remain at all times within our control;

 

 

We understand that the Indenture Trustee and Note Registrar will not be required to accept for registration of transfer any Notes, except upon presentation of evidence satisfactory to the Transferor that the foregoing restrictions on transfer have been complied with.  We further understand that the Notes will bear a legend substantially to the following effect:

 

 

 

 

 

 

1.

EACH INVESTOR PURCHASING THE NOTES IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT UNDERSTANDS THAT THE NOTES HAVE NOT AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, THAT ANY OFFERS, SALES, OR DELIVERIES OF THE NOTES PURCHASED BY IT IN THE UNITED STATES OR TO U.S. PERSONS PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (I) THE COMMENCEMENT OF THE DISTRIBUTION OF THE NOTES AND (II) THE SERIES 2013-1 CLOSING DATE, MAY CONSTITUTE A VIOLATION OF UNITED STATES LAW, AND THAT DISTRIBUTIONS OF PRINCIPAL AND INTEREST WILL BE MADE IN RESPECT OF SUCH NOTES ONLY FOLLOWING THE DELIVERY BY THE HOLDER OF A CERTIFICATION OF  NON-U.S. BENEFICIAL OWNERSHIP OR THE EXCHANGE OF BENEFICIAL INTEREST IN REGULATION S TEMPORARY BOOK-ENTRY NOTES FOR BENEFICIAL INTERESTS IN THE RELATED RULE 144A BOOK-ENTRY NOTES (WHICH IN EACH CASE WILL ITSELF REQUIRE A CERTIFICATION OF NON-U.S. BENEFICIAL OWNERSHIP), AT THE TIMES AND IN THE MANNER SET FORTH IN THE INDENTURE.

 

2.

THE REGULATION S TEMPORARY BOOK-ENTRY NOTES REPRESENTING THE NOTES SOLD TO EACH INVESTOR PURCHASING THE NOTES IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT WILL BEAR A LEGEND TO THE FOLLOWING EFFECT, UNLESS THE ISSUER DETERMINES OTHERWISE CONSISTENT WITH APPLICABLE LAW:

 

 

We understand that this letter is required in connection with certain securities laws. If administrative or other proceedings are commenced in connection with which this letter is or would be relevant, we irrevocably authorize you to produce this letter or a copy of this letter to any interested party in such proceedings.

 

THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

	(Name of Purchaser)
	By:	/s/
		Name:
		Title:
		Address:

 

Minimum Targeted Principal Balance by Period

 

Scheduled Targeted Principal Balance by Period