a view to resale, distribute or
dispose of in any other manner thereof in violation of the Securities Act.
Each
purchaser has had access to such financial and other information concerning the
Issuer and the Class A Notes as it deemed necessary or appropriate in order to
make an informed investment decision with respect to such purchase of the Class
A Notes, including an opportunity to ask questions of and request information
from the Issuer.
(d)
Each Class A Note evidencing Book-Entry Notes and Definitive Notes
(and all Class A Notes issued in exchange therefor or substitution thereof)
shall bear a legend in substantially the following form:
THIS CLASS A NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE APPLICABLE SECURITIES
LAWS OF ANY STATE.
ACCORDINGLY, TRANSFER OF THIS CLASS A NOTE IS SUBJECT TO
CERTAIN RESTRICTIONS SET FORTH IN SECTION 2.15 OF THE INDENTURE.
BY ITS
ACCEPTANCE OF THIS CLASS A NOTE, THE HOLDER OF THIS CLASS A NOTE IS DEEMED TO
REPRESENT TO THE TRUST AND THE INDENTURE TRUSTEE THAT IT IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND IS
ACQUIRING THIS CLASS A NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF
OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED
INSTITUTIONAL BUYERS).
NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CLASS A NOTE SHALL BE MADE UNLESS SUCH
SALE, PLEDGE OR OTHER TRANSFER IS (A) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE CLASS A NOTES ARE
ELIGIBLE FOR RESALE PURSUANT TO
19
RULE 144A UNDER THE SECURITIES ACT TO A PERSON THE TRANSFEROR REASONABLY
BELIEVES AFTER DUE INQUIRY IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED AND ANY APPLICABLE STATE SECURITIES AND BLUE SKY LAWS OR IS
MADE IN ACCORDANCE WITH EACH SUCH ACT AND STATE LAWS. THE INDENTURE TRUSTEE MAY
REQUIRE AN OPINION OF COUNSEL TO BE DELIVERED TO IT IN CONNECTION WITH ANY SALE,
PLEDGE OR OTHER TRANSFER OF THIS CLASS A NOTE PURSUANT TO CLAUSES (A) OR (C)
ABOVE.
ALL OPINIONS OF COUNSEL REQUIRED IN CONNECTION WITH ANY TRANSFER SHALL
BE BY COUNSEL REASONABLY ACCEPTABLE TO THE INDENTURE TRUSTEE.
EACH INVESTOR IN THIS CLASS A NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT EITHER (I) IT IS NOT, AND IS NOT DIRECTLY OR
INDIRECTLY ACQUIRING THIS CLASS A NOTE FOR, ON BEHALF OF OR WITH ANY ASSETS OF,
AN EMPLOYEE BENEFIT PLAN OR OTHER ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME