Qualified Purchaser and is purchasing such Note in accordance with Rule 144A or (ii) to a non-U.S. Person in an offshore transaction in reliance on Regulation S. No Income Note may be offered, sold or delivered at any time except (i) to a Qualified Institutional Buyer or Accredited Investor (provided that in

led payments or prepayments, and unscheduled sinking fund payments made at the option of the issuer thereof "U.S. Person": The meaning specified in Regulation S. "Weighted Average Fixed Rate Coupon": On any date of determination, with respect to any Collateral Obligations that bear interest at a fixed rate o

f the Investment Company Act ("Qualified Purchasers") and (ii) outside the United States to non-U.S. Persons in offshore transactions in reliance on Regulation S. The Income Notes am being offered (i) in the United States only to Qualified Institutional Buyers or Accredited Investors that in either case are a

earstream. Interests in a Temporary Global Security or a Regulation S Global Security may not be held at any time by a -U.S. person" (as defined in Regulation S. and U.S. re-offers or resales of Securities offered outside the United States in reliance on Regulation S may be effected only in a transaction exem

rchaser is aware that the sale of Securities to it is being made in reliance on the exemption from registration under the Securities Act provided by Regulation S. (2) The Purchaser understands that Securities offered in reliance on Regulation S may not at any time be held by or on behalf of U.S. persons. Bef

der the Securities Act and any applicable state securities law) or (b) a person that is not a U.S. Person in an offshore transaction in reliance on Regulation S. Purchasers and transferees who reside in certain states or jurisdictions may be subject to additional suitability standards and/or specific holding

herwise. "Temporary• Regulation S Global Notes": The Senior Notes and Income Notes sold to non-U.S. Persons in offshore transactions in reliance on Regulation S. which will be initially represented by one or more temporary global notes per Class in definitive. fully registered form without interest coupons at

w. • 'offering memorandum' means this Private Placement Offering Memorandum. • 'offshore transaction" has the meaning set forth in Rule 902(h) of Regulation S. summarized as follows: An offshore transaction is one in which: the offer is not made to a person in the U.S.; and either: (a) at the time the bu

ent Date. "Permanent Regulation S Global Notes": The Senior Notes and Income Notes sold to non-U.S. Persons in offshore transactions in reliance on Regulation S. which will be represented following the Exchange Date by one or more permanent global notes in definitive, fully registered form without interest co

earstream. Interests in a Temporary Global Security or a Regulation S Global Security may not be held at any time by a -U.S. person" (as defined in Regulation S. and U.S. re-offers or resales of Securities offered outside the United States in reliance on Regulation S may be effected only in a transaction exem

Qualified Purchaser and is purchasing such Note in accordance with Rule I44A or (ii) to a non-U.S. Person in an offshore transaction in reliance on Regulation S. No Income Note may be offered, sold or delivered at any time except (i) to a Qualified Institutional Buyer or Accredited Investor (provided that in

led payments or prepayments, and unscheduled sinking fund payments made at the option of the issuer thereof "U.S. Person": The meaning specified in Regulation S. "Weighted Average Fixed Rate Coupon": On any date of determination, with respect to any Collateral Obligations that bear interest at a fixed rate o

der the Securities Act and any applicable state securities law) or (b) a person that is not a U.S. Person in an offshore transaction in reliance on Regulation S. Purchasers and transferees who reside in certain states or jurisdictions may be subject to additional suitability standards and/or specific holding

f the Investment Company Act ("Qualified Purchasers") and (ii) outside the United States to non-U.S. Persons in offshore transactions in reliance on Regulation S. The Income Notes am being offered (i) in the United States only to Qualified Institutional Buyers or Accredited Investors that in either case are a