OF, ANY EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT
IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), ANY PLAN TO WHICH
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
APPLIES, OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF
SUCH AN EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN SUCH ENTITY
(COLLECTIVELY, A "BENEFIT PLAN INVESTOR"), OR GOVERNMENTAL, NON-U.S. OR CHURCH
PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR
REGULATION SUBSTANTIVELY SIMILAR OR OF SIMILAR EFFECT TO SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE ("OTHER PLAN LAW"); OR (II)(A) IF IT IS, OR IS ACTING
ON BEHALF OF, A BENEFIT PLAN INVESTOR, ITS ACQUISITION, HOLDING AND DISPOSITION
OF THIS SUBORDINATED NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR
(B) IF IT IS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, (I) IT IS NOT, AND FOR SO
LONG AS IT HOLDS THIS SUBORDINATED NOTE OR INTEREST THEREIN WILL NOT BE, SUBJECT
TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW OR REGULATION THAT COULD
CAUSE THE UNDERLYING ASSETS OF THE ISSUER TO BE TREATED AS ASSETS OF THE HOLDER
OF THIS SUBORDINATED NOTE (OR ANY INTEREST THEREIN) BY VIRTUE OF ITS INTEREST
AND THEREBY SUBJECT THE ISSUER OR THE COLLATERAL MANAGER (OR OTHER PERSONS
RESPONSIBLE FOR THE INVESTMENT AND OPERATION OF THE ISSUER'S ASSETS) TO OTHER
PLAN LAW ("SIMILAR LAW") AND (II) ITS ACQUISITION, HOLDING AND DISPOSITION OF
THIS SUBORDINATED NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION
OF ANY OTHER PLAN LAW.
THE HOLDER HEREOF, BY ACQUIRING THIS SUBORDINATED NOTE,
ACKNOWLEDGES BOTH THAT (I) IT MUST PROVIDE TO THE REGISTRAR OF THE SUBORDINATED
NOTE ANY INFORMATION REQUIRED UNDER THE INDENTURE (IN THE SOLE DETERMINATION OF
THE ISSUER, TRUSTEE OR REGISTRAR, AS APPLICABLE) TO MAKE SUCH ACQUISITION
EFFECTIVE AND IN THE FORM OF CERTIFICATE REQUIRED BY THE INDENTURE, AND (II) IT
MUST AGREE TO CERTAIN TRANSFER RESTRICTIONS REGARDING ITS INTEREST IN THIS
SUBORDINATED NOTE.
A-3-1
THE PRINCIPAL OF THIS SUBORDINATED NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS SUBORDINATED NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
THIS SUBORDINATED NOTE IS A PRINCIPAL ONLY NOTE AND DOES NOT BEAR ANY INTEREST.
THE RIGHTS OF THE HOLDERS OF THIS SUBORDINATED NOTE TO RECEIVE PRINCIPAL ARE
SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A NOTES AND THE CLASS B
NOTES TO RECEIVE PRINCIPAL AND INTEREST TO THE EXTENT SET FORTH IN THE
INDENTURE.
THIS SUBORDINATED NOTE MAY NOT BE ACQUIRED OR OWNED BY ANY PERSON THAT IS
CLASSIFIED FOR U.S. FEDERAL INCOME TAX PURPOSES AS A DISREGARDED ENTITY (UNLESS
THE BENEFICIAL OWNER FOR U.S. FEDERAL INCOME TAX PURPOSES OF THE DISREGARDED
ENTITY IS A CORPORATION,