PURCHASING
FOR THE ACCOUNT OF A QIB THAT 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) THAT IS ALSO 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 TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN
THE INDENTURE AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAW 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 UNDER THE SECURITIES ACT TO A PERSON THAT IS A
QUALIFIED PURCHASER, (4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR
(5) PURSUANT TO A VALID REGISTRATION STATEMENT. THE PURCHASE OF THIS NOTE WILL
BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT EITHER: (I) IT
IS NOT, AND IS NOT ACQUIRING OR HOLDING THE OFFERED NOTE ON BEHALF OF OR WITH
ANY ASSETS OF, AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF TFIE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THAT IS
SUBJECT TO TITLE I OF ERISA, OR A "PLAN" DESCRIBED IN AND SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
(COLLECTIVELY, A "PLAN"), OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL,
STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW"); OR (II)(A) IN THE CASE OF A
LISTED NOTE, ITS ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION
4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW, AND (B) IN THE CASE OF A CLASS F
NOTE, IT IS A PLAN THAT IS NOT SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF
THE CODE AND ITS ACQUISITION AND HOLDING OF THE CLASS F NOTE WILL NOT CONSTITUTE
OR RESULT IN A VIOLATION OF SIMILAR LAW."
(4) The Offered Notes will initially be represented by beneficial interests in a
single Global Note or certificated Individual Notes as the case may be. Before
any interest in a Global Note may be offered, sold, pledged or otherwise
transferred to a person who takes delivery other than through a beneficial
interest in that Global Note, the transferor will be required to provide the
Trustee with a written certification, in the form