merits and risks of an
investment in the [Class A Note] [Residual Interest Certificate]. It understands
the full nature and risks of an investment in the [Class A Note] [Residual
Interest Certificate] and based upon its present and projected net income and
net worth, it believes that it can bear the economic risk of an immediate or
future loss of its entire investment in the [Class A Note] [Residual Interest
Certificate].
5. It understands that the [Class A Note] [Residual Interest
Certificate] will be offered in a transaction not involving any public offering
within the meaning of the Securities
C-1-1
Act, and that, if in the future it decides to resell, pledge or otherwise
transfer any [Class A Note] [Residual Interest Certificate], such [Class A Note]
[Residual Interest Certificate] may be resold, pledged or transferred only
(a) to a person who the seller reasonably believes is a QIB/QP that purchases
for its own account or for the account of another QIB/QP or (b) pursuant to an
effective registration statement under the Securities Act.
6. It understands that each Class A Note and Residual Interest Certificate
will bear legends substantially to the following effect:
THIS [CLASS A NOTE][RESIDUAL INTEREST CERTIFICATE] HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS [CLASS A NOTE][RESIDUAL INTEREST CERTIFICATE],
AGREES THAT THIS [CLASS A NOTE][RESIDUAL INTEREST CERTIFICATE] MAY BE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE
ACT AND OTHER APPLICABLE LAW AND ONLY (1) PURSUANT TO RULE 144A UNDER THE ACT
("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB") WHO IS A QUALIFIED
PURCHASER FOR PURPOSES OF SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED (A "QUALIFIED PURCHASER"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
WHO IS A QUALIFIED PURCHASER PURCHASING FOR THE ACCOUNT OF A QIB WHO IS A
QUALIFIED PURCHASER, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" (WITHIN THE MEANING OF RULE 501 (a)(1)-(3)
OR (7) UNDER THE ACT) WHO IS A QUALIFIED PURCHASER PURCHASING FOR INVESTMENT AND
NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, IN EACH CASE, SUBJECT TO (A) THE
RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE
TRUST AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE ACT AND OTHER APPLICABLE LAW OR IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE
SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION, (3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE ACT AND IN
ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR