THE CLASS A NOTES AND
THAT SUCH PURCHASER MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
(B)
EACH PURCHASER AND ANY ACCOUNT FOR WHICH SUCH PURCHASER IS
ACQUIRING THE CLASS A NOTES ARE "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT).
EACH PURCHASER HAS SUCH KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE
MERITS AND RISKS OF ITS INVESTMENT IN THE CLASS A NOTES, AND EACH PURCHASER AND
ANY ACCOUNT FOR WHICH SUCH PURCHASER IS ACTING ARE EACH ABLE TO BEAR THE
ECONOMIC RISK OF SUCH INVESTMENT.
(C)
EACH PURCHASER, BY ITS ACCEPTANCE OF ITS CLASS A NOTE,
ACKNOWLEDGES THAT THE CLASS A NOTES ARE BEING SOLD TO IT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
NO
PURCHASER IS PURCHASING ITS CLASS A NOTES WITH 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 ISSUER 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).
18
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 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