OWNER IS (A) A
QIB AND A QUALIFIED PURCHASER, (B) IS AWARE THAT THE SALE OF THE NOTES TO IT
(OTHER THAN THE INITIAL SALE BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE,) IS
BEING MADE IN RELIANCE ON THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144A,
AND (C) IS ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS,
EACH OF WHICH IS A QIB AND A QUALIFIED PURCHASER, AND AS TO EACH OF WHICH THE
OWNER EXERCISES SOLE INVESTMENT DISCRETION, (D) IN A PRINCIPAL AMOUNT OF NOT
LESS THAN $100,000, FOR EACH SUCH ACCOUNT.
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(II)
THE OWNER UNDERSTANDS THAT THE NOTES ARE BEING OFFERED ONLY IN A
TRANSACTION NOT INVOLVING ANY PUBLIC OFFERING IN THE UNITED STATES WITHIN THE
MEANING OF THE SECURITIES ACT, THE NOTES HAVE NOT BEEN AND SHALL NOT BE
REGISTERED UNDER THE SECURITIES ACT, AND, IF IN THE FUTURE THE OWNER DECIDES TO
OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THE NOTES, SUCH NOTES MAY ONLY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN ACCORDANCE WITH THIS
INDENTURE AND THE APPLICABLE LEGEND ON SUCH NOTES SET FORTH IN EXHIBITS A AND B,
AS APPLICABLE.
THE OWNER ACKNOWLEDGES THAT NO REPRESENTATION IS MADE BY THE
ISSUER, THE CO-ISSUER, OR THE INITIAL PURCHASER, AS THE CASE MAY BE, AS TO THE
AVAILABILITY OF ANY EXEMPTION UNDER THE SECURITIES ACT OR ANY STATE SECURITIES
LAWS FOR RESALE OF THE NOTES.
(III)
THE OWNER IS NOT PURCHASING THE NOTES WITH A VIEW TO THE RESALE,
DISTRIBUTION OR OTHER DISPOSITION THEREOF IN VIOLATION OF THE SECURITIES ACT.
THE OWNER UNDERSTANDS THAT AN INVESTMENT IN THE NOTES INVOLVES CERTAIN RISKS,
INCLUDING THE RISK OF LOSS OF ALL OR A SUBSTANTIAL PART OF ITS INVESTMENT UNDER
CERTAIN CIRCUMSTANCES.
THE OWNER HAS HAD ACCESS TO SUCH FINANCIAL AND OTHER
INFORMATION CONCERNING THE ISSUER, THE CO-ISSUER AND THE NOTES AS IT DEEMED
NECESSARY OR APPROPRIATE IN ORDER TO MAKE AN INFORMED INVESTMENT DECISION WITH
RESPECT TO ITS PURCHASE OF THE NOTES, INCLUDING AN OPPORTUNITY TO ASK QUESTIONS
OF AND REQUEST INFORMATION FROM THE COLLATERAL MANAGER, THE ISSUER AND THE
CO-ISSUER.
(IV)
IN CONNECTION WITH THE PURCHASE OF THE NOTES (A) NONE OF THE
ISSUER, THE CO-ISSUER, THE INITIAL PURCHASER, THE COLLATERAL MANAGER OR THE
TRUSTEE IS ACTING AS A FIDUCIARY OR FINANCIAL OR INVESTMENT ADVISER FOR THE
OWNER; (B) THE OWNER IS NOT RELYING (FOR PURPOSES OF MAKING ANY INVESTMENT
DECISION OR OTHERWISE) UPON ANY ADVICE, COUNSEL OR REPRESENTATIONS (WHETHER
WRITTEN OR ORAL) OF THE ISSUER, THE CO-ISSUER, THE INITIAL PURCHASER, THE
COLLATERAL MANAGER OR THE TRUSTEE OTHER THAN IN A CURRENT OFFERING MEMORANDUM
FOR SUCH NOTES AND ANY REPRESENTATIONS EXPRESSLY SET FORTH IN A WRITTEN
AGREEMENT WITH SUCH PARTY; (C) NONE OF THE ISSUER, THE CO-ISSUER, THE INITIAL
PURCHASER, THE COLLATERAL MANAGER OR THE TRUSTEE HAS GIVEN TO THE OWNER
(DIRECTLY OR INDIRECTLY THROUGH ANY OTHER PERSON) ANY ASSURANCE, GUARANTEE, OR
REPRESENTATION WHATSOEVER AS TO THE EXPECTED OR PROJECTED SUCCESS,
PROFITABILITY, RETURN, PERFORMANCE, RESULT, EFFECT, CONSEQUENCE, OR BENEFIT