If the undersigned instructs you to tender Outstanding Notes    held by you for the account of the undersigned, it is understood    that you are authorized:     to make, on behalf of the undersigned (and the undersigned, by    its signature below, hereby makes to you), the representations,    warranties and acknowledgments contained in the Letter of    Transmittal that are to be made with respect to the undersigned    as a beneficial owner, including but not limited to the    representations that (i) the undersigned hereby    acknowledges that this Exchange Offer is being made in reliance    on an interpretation by the staff of the Securities and Exchange    Commission (the “SEC” or the “Commission”),    as set forth in no-action letters issued to third parties with    respect to similar transactions, that the Exchange Notes issued    in exchange for the Outstanding Notes pursuant to the Exchange    Offer may be offered for resale, resold and otherwise    transferred by holders thereof (other than (i) any such    holder that is an “Affiliate” of the Issuers within    the meaning of Rule 405 under the Securities Act of 1933,    as amended (the “Securities Act”) or (ii) any    broker-dealer that purchased Notes from the Issuers to resell    pursuant to Rule 144A under the Securities Act    (“Rule 144A”) or any other available exemption)    without compliance with the registration and prospectus delivery    provisions of the Securities Act, (ii) the Exchange Notes    to be acquired pursuant to the Exchange Offer will be acquired    in the ordinary course of business of the person acquiring the    Exchange Notes, whether or not such person is the Holder,    (iii) neither the Holder nor any person receiving any    Exchange Notes directly or indirectly from the Holder pursuant    to the Exchange Offer (if not a broker-dealer referred to in the    last sentence of this paragraph) is participating or intends to    participate in the distribution of the Exchange Notes and none    of them have any arrangement or understanding with any person to    participate in the distribution of such Exchange Notes,    (iv) the Holder and each person receiving any Exchange    Notes directly or indirectly from the Holder pursuant to the    Exchange Offer acknowledge and agree that any broker-dealer or    any person participating in the Exchange Offer for the purpose    of distributing the Exchange Notes (x) must comply with the    registration and prospectus delivery requirements of the    Securities Act, in connection with a secondary resale    transaction of the Exchange Notes acquired by such person,    (y) cannot rely on the position of the staff of the    Securities and Exchange Commission (the “Commission”)    set forth in the Exxon Capital Holdings Corporation no-action    letter (available May 13, 1988) and the Morgan Stanley    and Co., Inc. no-action letter (available June 5, 1991), as    interpreted in the Commission’s no-action letter to    Shearman & Sterling dated July 2, 1993, and    similar no-action letters and (z) in the European Economic    Area, will not make an offer or sale which will require the    Issuers to publish a prospectus pursuant to Article 3 of    the Prospectus Directive, (v) the Holder and each person    receiving any Exchange Notes directly or indirectly from the    Holder pursuant to the Exchange Offer understand that a    secondary resale transaction described in clause (iv) above    should be covered by an effective registration statement,    (vi) neither the Holder nor any person receiving any    Exchange Notes directly or indirectly from the Holder pursuant    to the Exchange Offer is an “Affiliate” of the    Issuers, as defined in Rule 405 under the Securities Act,    or if it is such an “Affiliate,” it will comply with    the registration and prospectus delivery requirements of the    Securities Act to the extent applicable, (vii) if the    Holder is a broker-dealer, it did not purchase the Outstanding    Notes to be exchanged for Exchange Notes from either of the    Issuers or any of their affiliates, and it will acquire the    Exchange Notes for its own account in exchange for Outstanding    Notes that were acquired as a result of market-making or other    trading activities, (viii) neither the Holder nor any    person receiving any Exchange Notes directly or indirectly from    the Holder pursuant to the Exchange Offer is prohibited by any    law or policy from participating in the Exchange Offer,    (ix) the Holder and each person receiving any Exchange    Notes directly or indirectly from the Holder pursuant to the    Exchange Offer acknowledges and agrees that, if it is located in    a member state of the European Economic Area which has    implemented Directive 2003/71/EC (the “Prospectus    Directive”), it is either (x) a legal entity    authorized or regulated to operate in the financial markets or,    if not so authorized or regulated, whose corporate purpose is    solely to invest in securities or (y) a legal entity that    has two or more of (a) an average of at least 250 employees    during the last financial year; (b) a total balance sheet    of more than €43,000,000; and (c) an annual net    turnover of more than €50,000,000, as shown in its last    annual or consolidated accounts and, in each case, it will not    make any offer that will require the Issuers to publish a    prospectus pursuant to Article 3 of the Prospectus    Directive, (ix) the Holder and each person receiving any    Exchange Notes directly or indirectly from the Holder pursuant    to the Exchange Offer acknowledges and agrees that it is not    located or resident in the United Kingdom or, if it is located    or resident in the United Kingdom, it is a person falling within    the definition of investment professionals (as defined in    Article 19(5) of the Financial Services and Markets Act    2000 (Financial Promotion) Order 2005 (the “Order”))    or within Article 43(2) of the Order, or to whom this    Letter or the accompanying Prospectus may lawfully be    communicated in accordance with the Order and (xi) the    Holder is not acting on behalf of any person who could not    truthfully and completely make the representations contained in    the forgoing subclauses (i) through (x). If the Holder is a    broker-dealer that will receive Exchange Notes for its own    account in exchange for Outstanding Notes that were acquired as    a result of market making or other trading activities, it    acknowledges that it will deliver a prospectus meeting the    requirements of the Securities Act in connection with any resale    of such Exchange Notes received in respect of such Outstanding    Notes pursuant to the Exchange Offer; however, by so    acknowledging and by delivering a prospectus, the Holder will    not be deemed to admit that it is an “underwriter”    within the meaning of the Securities Act.