INDENTURE TRUSTEE, NOTE REGISTRAR OR ANY INTERMEDIARY. IF AT ANY TIME, ISSUER
DETERMINES OR IS NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH
NOTE 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 A NOTE OR
SUCH INTEREST IN SUCH NOTE VOID AND ISSUER MAY REQUIRE THAT THIS CLASS A NOTE OR
SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY ISSUER.
A-3-1
BY YOUR ACQUISITION OF THIS CLASS A 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 A 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 A 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 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, OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY
REASON OF SUCH EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY, AND
"SIMILAR LAW" MEANS ANY FEDERAL, STATE, LOCAL OR OTHER LAW SUBSTANTIALLY SIMILAR
TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE.
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.
TRANSFERS OF THIS CLASS A NOTE MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX
TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE
INDENTURE.
PRIOR TO PURCHASING ANY NOTE, INVESTORS SHOULD CONSULT COUNSEL WITH RESPECT TO
THE AVAILABILITY AND CONDITIONS OF EXEMPTION FROM THE RESTRICTION ON RESALE OR
TRANSFER. NONE OF ISSUER, SELLER NOR SERVICER HAS AGREED TO REGISTER THE NOTES
UNDER THE SECURITIES ACT, TO QUALIFY THE NOTES UNDER THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OR TO PROVIDE REGISTRATION RIGHTS TO ANY INVESTOR.
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS