from registration under the Securities Act and an applicable slate securities law) and (b) a Qualified Purchaser or Knowledgeable Employee. Transfers of interests in the Regulation S Global Notes will be subject to certain additional restrictions. In particular. each transferee of an interest in a Regulation S Global Note will also be deemed to have made certain additional acknowledgments. representations and warranties as provided in the Indenture. See "Purchase and Transfer Restrictions." The Class D Notes may not be purchased by or transferred to a Benefit Plan Investor or any person acting on behalf of or with the assets of a Benefit Plan Investor. To enforce the restrictions on transfers of interests in the Securities, the Indenture permits the Issuer to demand that the purchaser of an interest in a Rule I44A Global Note who is determined not to be a Qualified Institutional Buyer and a Qualified Purchaser sell its interest in such Rule I44A Global Note to a permitted purchaser under the Indenture and. if the purchaser does not comply with such demand within 30 days thereof, the Issuer may sell or cause such purchaser to sell its interest in the Note, on such terms as the Issuer may choose. In addition, the Indenture also permits the Issuer to demand that the purchaser of an interest in a Regulation S Global Note who is determined not to have acquired such beneficial interest in compliance with the requirements of the Indenture sell its interest in such Regulation S Global Note to a permitted purchaser under the Indenture. and, if such purchaser does not comply with such demand within 30 days thereof. the Issuer may sell or cause such purchaser to sell its interest in the Regulation S Global Note on such terms as the Issuer may choose. Book Entry Registration of the Global Notes The registered owner of the relevant Global Note will be the only Person entitled to receive payments in respect of the Securities represented by such Global Note, and