A QUALIFIED INSTITUTIONAL BUYER, IN A PRINCIPAL AMOUNT OF NOT LESS
THAN $250,000 AND IN INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF, FOR THE
PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A SO LONG AS THIS CLASS C NOTE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE
INDENTURE, OR (2) 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 C NOTE OR ANY 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 C NOTE OR SUCH
INTEREST HEREIN VOID AND ISSUER MAY REQUIRE THAT THIS CLASS C NOTE OR SUCH
INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY ISSUER.
BY YOUR ACQUISITION OF THIS CLASS C 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 YOU ARE NOT (AND WILL NOT BE) A PLAN (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 PLAN. FOR THESE
PURPOSES, A "PLAN" INCLUDES AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION
3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")), WHICH IS SUBJECT TO TITLE I OF ERISA, A "PLAN" (AS DEFINED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE")), WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, ANY ENTITY WHOSE
UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF SUCH EMPLOYEE BENEFIT
PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY OR ANY GOVERNMENTAL, NON-U.S. OR
CHURCH PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR OTHER LAW
SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE ("SIMILAR
LAW").
C-1-1
TRANSFERS OF THIS CLASS C NOTE MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX
TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE
INDENTURE.
ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL