OF 1940, AS AMENDED
(THE "INVESTMENT COMPANY ACT"). THIS CLASS A NOTE MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED (A) PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
LATER OF THE COMMENCEMENT OF THE OFFERING OF THE NOTES AND THE CLOSING OF THE
OFFERING OF THE NOTES, (1) IN THE UNITED STATES OR TO A PERSON THAT IS A "U.S.
PERSON" (AS DEFINED UNDER REGULATION S OF THE SECURITIES ACT ("REGULATION S"), A
"U.S. PERSON") OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OTHER THAN A
DISTRIBUTOR (AS DEFINED UNDER REGULATION S) AND (2) OTHER THAN IN ACCORDANCE
WITH RULE 903 OR 904 UNDER REGULATION S AND (B) OTHER THAN IN A PRINCIPAL AMOUNT
OF NOT LESS THAN $100,000 AND IN INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF
AND 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 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.
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