UPON
PROVISION OF SUCH SATISFACTORY EVIDENCE, AS CONFIRMED IN WRITING BY THE ISSUER
AND THE CO-ISSUER, IF APPLICABLE, TO THE TRUSTEE, THE TRUSTEE, AT THE DIRECTION
OF THE ISSUER AND THE CO-ISSUER, IF APPLICABLE, SHALL AUTHENTICATE AND DELIVER
NOTES THAT DO NOT BEAR SUCH APPLICABLE LEGEND.
(G)
EACH BENEFICIAL OWNER OF RULE 144A GLOBAL SECURITIES SHALL BE DEEMED TO
REPRESENT AND AGREE AS FOLLOWS (TERMS USED IN THIS PARAGRAPH THAT ARE DEFINED IN
RULE 144A ARE USED HEREIN AS DEFINED THEREIN):
(I)
IN THE CASE OF A RULE 144A GLOBAL SECURITY, THE OWNER (A) IS 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) 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 IN A PRINCIPAL AMOUNT OF NOT LESS THAN U.S.$100,000 FOR
EACH SUCH ACCOUNT.
(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
100
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 DEALERS, 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 DEALERS, 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