FOR THE
PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A SO LONG AS THIS CLASS B NOTE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE
INDENTURE, (2) TO PERSONS THAT ARE NOT "U.S. PERSONS" AS DEFINED UNDER
REGULATION S OF THE SECURITIES ACT PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT,
IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND IN INTEGRAL MULTIPLES OF
$1,000 IN EXCESS THEREOF, OR (3) TO ISSUER OR ANY OF ITS AFFILIATES AND BY
ISSUER OR ANY OF ITS AFFILIATES AS PART OF THE INITIAL DISTRIBUTION OR ANY
REDISTRIBUTION OF THE NOTES BY ISSUER OR ANY OF ITS AFFILIATES AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER WILL BE DEEMED TO HAVE
MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE. ANY
TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE
VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE,
NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO ISSUER, INDENTURE TRUSTEE,
NOTE REGISTRAR OR ANY INTERMEDIARY. IF AT ANY TIME, ISSUER DETERMINES OR IS
NOTIFIED THAT THE HOLDER OF THIS CLASS B NOTE OR SUCH BENEFICIAL INTEREST HEREIN
WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE
INDENTURE, ISSUER MAY CONSIDER THE ACQUISITION OF THIS CLASS B NOTE OR SUCH
INTEREST IN SUCH NOTE VOID AND ISSUER MAY REQUIRE THAT THIS CLASS B NOTE OR SUCH
INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY ISSUER.
BY YOUR ACQUISITION OF THIS CLASS B NOTE OR ANY INTEREST HEREIN, YOU (AND ANY
FIDUCIARY ACTING ON YOUR BEHALF) SHALL BE DEEMED TO REPRESENT, COVENANT AND
AGREE, FOR THE BENEFIT OF SELLER, ISSUER, INDENTURE TRUSTEE, NOTE REGISTRAR,
PAYING AGENT AND SERVICER, THAT EITHER (A) YOU ARE NOT (AND WILL NOT BE) A
BENEFIT PLAN INVESTOR (AS DEFINED BELOW) OR AN EMPLOYEE BENEFIT PLAN SUBJECT TO
SIMILAR LAW (AS DEFINED BELOW) AND THAT YOU ARE NOT (AND WILL NOT BE) ACQUIRING
OR HOLDING SUCH NOTE OR ANY INTEREST HEREIN ON BEHALF OF, OR WITH THE ASSETS OF,
A BENEFIT PLAN INVESTOR OR AN EMPLOYEE BENEFIT PLAN SUBJECT TO SIMILAR LAW OR
(B)(1) THIS CLASS B NOTE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY A
NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION AT THE TIME OF PURCHASE OR
TRANSFER AND (2) YOUR ACQUISITION, HOLDING AND DISPOSITION OF THIS CLASS B NOTE
OR INTEREST HEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR
LAW (AS DEFINED BELOW). FOR THESE PURPOSES, A "BENEFIT PLAN INVESTOR" INCLUDES
AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT