is taking delivery of such Series 2006-1 Notes pursuant to
a transaction that is otherwise exempt from the registration
requirements of the Securities Act, as confirmed in an opinion of
counsel addressed to the Indenture Trustee, the Issuer and the
transferor, which counsel and opinion are satisfactory to the
Indenture Trustee, the Issuer and the transferor, or (3) in an
offshore transaction in accordance with Rule 903 or 904 of Regulation
S.
(v) It is not a Competitor.
(vi) It understands that each Series 2006-1 Note shall bear a
legend substantially to the following effect:
[FOR BOOK-ENTRY NOTES ONLY: UNLESS THIS SERIES 2006-1 NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRANSFEROR OF SUCH
NOTE (THE "TRANSFEROR") OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SERIES 2006-1 NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER,
12
PLEDGE OR THE USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
THIS SERIES 2006-1 NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY
PURCHASING THIS SERIES 2006-1 NOTE, AGREES THAT SUCH SERIES 2006-1
NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY IN ACCORDANCE WITH ANY
APPLICABLE STATE SECURITIES LAWS AND (1) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A
PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT (OR FOR THE
ACCOUNT OR ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER) AND TO WHOM
NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, OR (2) IN AN OFFSHORE TRANSACTION
COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT OR (3) TO A PERSON (A) THAT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR," WITHIN THE MEANING OF RULE 501(A)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT, IS TAKING DELIVERY OF
SUCH SERIES 2006-1 NOTE IN AN AMOUNT OF AT LEAST $100,000 (OR, IF
GREATER, THE U.S. DOLLAR EQUIVALENT OF 50,000 EUROS) AND DELIVERS AN
INVESTMENT LETTER TO THE INDENTURE TRUSTEE OR (B) THAT IS TAKING
DELIVERY OF SUCH SERIES 2006-1 NOTE PURSUANT TO A TRANSACTION THAT IS
OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, AS CONFIRMED IN AN OPINION OF COUNSEL ADDRESSED TO THE INDENTURE
TRUSTEE AND THE ISSUER, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO
THE ISSUER AND THE INDENTURE TRUSTEE.
EACH PURCHASER AND TRANSFEREE OF A SERIES 2006-1 NOTE WILL BE DEEMED
TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING