INTERMEDIATE FINANCE II CLO Offering Memorandum - BLACK ...

Israel Selling Restrictions
THIS OFFER IS INTENDED SOLELY FOR INVESTORS LISTED IN THE FIRST SUPPLEMENT
OF THE ISRAELI SECURITIES LAW, 1968 AS AMENDED. THIS OFFERING
MEMORANDUM HAS NOT BEEN PREPARED OR FILED, AND WILL NOT BE PREPARED
OR FILED, IN ISRAEL RELATING TO THE SECURITIES HEREUNDER. THE NOTES
CANNOT BE RESOLD IN ISRAEL OTHER THAN TO ENTITIES WHO QUALIFY FOR AN
EXEMPTION UNDER SECTION 15A(b) OF THE ISRAELI SECURITIES LAW, 1968.
New Zealand Selling Restrictions
THE NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY,
NOR MAY ANY OFFERING CIRCULAR OR ADVERTISEMENT IN RELATION TO ANY
OFFER OF NOTES BE DISTRIBUTED IN NEW ZEALAND, OTHER THAN:
(I) TO PERSONS WHOSE PRINCIPAL BUSINESS IS THE INVESTMENT OF MONEY OR
WHO, IN THE COURSE OF AND FOR THE PURPOSES OF THEIR BUSINESS,
HABITUALLY INVEST MONEY, OR WHO IN ALL THE CIRCUMSTANCES CAN
PROPERLY BE REGARDED AS HAVING BEEN SELECTED OTHER THAN AS
MEMBERS OF THE PUBLIC; OR
(II) IN OTHER CIRCUMSTANCES WHERE THERE IS NO CONTRAVENTION OF THE
SECURITIES ACT 1978 OF NEW ZEALAND.
Portuguese Selling Restrictions
NO OFFER OF THE NOTES HAS BEEN REGISTERED WITH THE PORTUGUESE
SECURITIES MARKET COMMISSION (THE “CMVM”). THE INITIAL PURCHASER WILL
REPRESENT, WARRANT AND AGREE, IT HAS NOT OFFERED OR SOLD, AND IT WILL
NOT OFFER OR SELL ANY NOTES IN PORTUGAL OR TO RESIDENTS OF PORTUGAL
OTHERWISE THAN IN ACCORDANCE WITH APPLICABLE PORTUGUESE LAW.
NO ACTION HAS BEEN OR WILL BE TAKEN THAT WOULD PERMIT A PUBLIC OFFERING
OF ANY OF THE NOTES IN PORTUGAL. ACCORDINGLY, NO NOTES MAY BE OFFERED,
SOLD OR DELIVERED EXCEPT IN CIRCUMSTANCES THAT WILL RESULT IN
COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. IN PARTICULAR,
THE INITIAL PURCHASER WILL REPRESENT, WARRANT AND AGREE THAT NO OFFER
HAS BEEN ADDRESSED TO MORE THAN 200 (NON-INSTITUTIONAL) PORTUGUESE
INVESTORS; NO OFFER HAS BEEN PRECEDED OR FOLLOWED BY PROMOTION OR
SOLICITATION TO UNIDENTIFIED INVESTORS, OR FOLLOWED BY PUBLICATION OF
ANY PROMOTIONAL MATERIAL. THE NOTES ARE INTENDED FOR INSTITUTIONAL
INVESTORS. INSTITUTIONAL INVESTORS WITHIN THE MEANING OF ARTICLE 30 OF
THE SECURITIES CODE (“CÓDIGO DOS VALORES MOBILIÁRIOS”) INCLUDES CREDIT
INSTITUTIONS, INVESTMENT FIRMS, INSURANCE COMPANIES, COLLECTIVE
INVESTMENT INSTITUTIONS AND THEIR RESPECTIVE MANAGING COMPANIES,
PENSION FUNDS AND THEIR RESPECTIVE PENSION FUND-MANAGING COMPANIES,
OTHER AUTHORISED OR REGULATED FINANCIAL INSTITUTIONS, NOTABLY
SECURITISATION FUNDS AND THEIR RESPECTIVE MANAGEMENT COMPANIES AND
ALL OTHER FINANCIAL COMPANIES, SECURITISATION COMPANIES, VENTURE
CAPITAL COMPANIES, VENTURE CAPITAL FUNDS AND THEIR RESPECTIVE
MANAGEMENT COMPANIES.
Spanish Selling Restrictions
THE SALE OF THE NOTES DESCRIBED HEREIN DOES NOT FORM PART OF ANY PUBLIC
OFFER OF THE NOTES IN SPAIN. EACH INVESTOR IN SPAIN HAS ACKNOWLEDGED AND
REPRESENTED THAT IT HAS ENTERED INTO AN INDIVIDUAL TRANSACTION THAT
HAS BEEN NEGOTIATED AND/OR AGREED BETWEEN IT AND THE SELLER OF THE
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