Qualified Purchaser to whom notice is
given that the resale, pledge or transfer is being made in reliance on Rule
144A, (ii) in certificated form to an Institutional Accredited Investor who is a
Qualified Purchaser pursuant to any other exemption from the registration
requirements of the Securities Act, subject to (a) the receipt by the Indenture
Trustee of a certificate in the form attached to the Indenture and (b) the
receipt by the Indenture Trustee of such other evidence acceptable to the
Indenture Trustee that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act and other applicable laws, (iii) in an offshore
transaction in accordance with Rule 903 or Rule 904 of Regulation S, (iv)
pursuant to another exemption available under the Securities Act or (v) pursuant
to a valid registration statement and (B) in accordance with all applicable
securities and "Blue Sky" laws of any States of the United States or any other
applicable jurisdictions.
(3) The Offered Notes will bear a legend to the following effect, unless the
Originator and the Indenture Trustee determine otherwise in accordance with
applicable law:
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE
SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB") WHO IS A QUALIFIED PURCHASER FOR PURPOSES OF
SECTION 3(C)(7) UNDER THE 1940 ACT (A "QUALIFIED PURCHASER"), PURCHASING FOR ITS
OWN ACCOUNT OR A QIB WHO IS A QUALIFIED PURCHASER PURCHASING FOR THE ACCOUNT OF
A QIB WHO IS A QUALIFIED PURCHASER, WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (2) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (WITHIN
THE MEANING OF RULE 501(a)(l)-(3) OR (7) UNDER THE SECURITIES ACT) WHO IS A
QUALIFIED PURCHASER PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE
INDENTURE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE
INDENTURE AND (B) THE RECEIPT BY THE INDENTURE TRUSTEE OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE INDENTURE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR
IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND
ANY OTHER APPLICABLE JURISDICTION, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF REGULATION S, (4) PURSUANT TO ANOTHER EXEMPTION
AVAILABLE UNDER