EXHIBIT B

FORM OF INCOME NOTE TRANSFER CERTIFICATE

ICEl:EMCLOLtd.75 St. Stephen's GreenDublin 2, Ireland

ICE Canyon LLC9665 Wilshire Blvd., Suite 1040Los Angeles, California 90212

Citibank, N.A.,as Income Note Issuing and Paying Agent111 Wall Street, 15thFloorNew York, New York 10013Attention: Window

Re: U.S.$116,500,000 of Income Notes, (the Income Notes) of ICE 1: EM CLO Ltd. (theIssuer)

Reference is hereby made to the Income Note Issuing and Paying Agency Agreement dated as ofAugust 15, 2007 (the Income Note Issuing and Paying Agency Agreement) between the Issuerand Citibank, N.A., as Income Note Issuing and Paying Agent. Capitalized terms used but notdefined herein shall have the meanings given to them in the Income Note Issuing and PayingAgency Agreement.

NOTE: COMPLETE [A] FOR A TRANSFER OF A DEFINITIVE INCOME NOTE TO ATRANSFEREE THAT TAKES DELIVERY IN THE FORM OF AN INTEREST IN AREGULATION S GLOBAL INCOME NOTE. COMPLETE [B] FOR A TRANSFER OF ADEFINITIVE INCOME NOTE TO A TRANSFEREE THAT TAKES DELIVERY IN THEFORM OF A DEFINITIVE INCOME NOTE . COMPLETE [C] FOR A TRANSFER OF ANINTEREST IN A REGULATION S GLOBAL INCOME NOTE TO A TRANSFEREE THATTAKES DELIVERY IN THE FORM OF A DEFINITIVE INCOME NOTE. COMPLETE [D]FOR A TRANSFER OF A REGULATION S DEFINITIVE INCOME NOTE TO ATRANSFEREE THAT TAKES DELIVERY IN THE FORM OF A REGULATION SDEFINITIVE INCOME NOTE. COMPLETE [E] FOR A TRANSFER OF A REGULATION SDEFINITIVE INCOME NOTE TO A TRANSFEREE THAT TAKES DELIVERY IN THEFORM OF A DEFINITIVE INCOME NOTE. COMPLETE [F] FOR A TRANSFER OF ADEFINITIVE INCOME NOTE TO A TRANSFEREE THAT TAKES DELIVERY IN THEFORM OF A REGULATION S DEFINITIVE INCOME NOTE.

(A) This letter relates to U.S.$ Aggregate Principal Amount of IncomeNotes that are Definitive Income Notes (CUSIP No. ) that are heldin the name of (the Transferor). TheTransferor has requested a transfer of such Definitive Income Notes for a

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beneficial interest in a Regulation S Global Income Note (CINS No.) registered in the name of (the

Transferee) through the Depository. Delivered herewith is a TransfereeCertification completed by the Transferee.

(B) This letter relates to U.S.S Aggregate Principal Amount of IncomeNotes that are Definitive Income Notes (CUSIP No. ) that areheld in the name of (the Transferor). The Transferor hasrequested a transfer of the Definitive Income Notes for Definitive IncomeNotes (CUSIP No. ) in the name of (the Transferee).Delivered herewith is a Transferee Certification completed by theTransferee.

(C) This letter relates to U.S.S Aggregate Principal Amount of IncomeNotes that are held in the form of a beneficial interest in a Regulation SGlobal Income Note (CINS No. ) in the name of

(the Transferor) through the Depository.The Transferor has requested a transfer of such beneficial interest in theRegulation S Global Income Note for Definitive Income Notes (CUSIPNo. ) in the name of (the Transferee). Deliveredherewith is a Transferee Certification completed by the Transferee.

(D) This letter relates to U.S.S Aggregate Principal Amount ofIncome Notes that are Regulation S Definitive Income Notes (CINS No.

) that are held in the name of theTransferor). The Transferor has requested a transfer of such Regulation SDefinitive Income Notes for Regulation S Definitive Income Notes (CINSNo. ) in the name of (the Transferee). Delivered herewithis a Transferee Certification completed by the Transferee.

(E) This letter relates to U.S.S Aggregate Principal Amount ofIncome Notes that are Regulation S Definitive Income Notes (CINS No.

) that are held in the name of (the Transferor). TheTransferor has requested a transfer of such Regulation S DefinitiveIncome Notes for Definitive Income Notes (CUSIP No. ) inthe name of (the Transferee). Delivered herewith is aTransfereeCertification completed by the Transferee.

(F) This letter relates to U.S.S Aggregate Principal Amount ofIncome Notes that are Definitive Income Notes (CUSIPNo. ) that are held in the name of (theTransferor). The Transferor has requested a transfer of such DefinitiveIncome Notes for Regulation S Definitive Income Notes (CINS No.

) in the name of (the Transferee). Deliveredherewith is a Transferee Certification completed by the Transferee.

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In connection with such request, and in respect of such Income Notes, and in connection with theregistration of the transfer of such Income Notes, the Transferee hereby executes and delivers toeach of you this "Transferee Certification" in which the Transferee certifies to each of you theinformation set forth herein.

A. General Information

1. Print Full Name of Transferee:

2. If delivery is taken in the form of Definitive Income Notes, name in which Income Notesshould be registered:

3. Address and Contact Personfor Notices:

4. Telephone Number:

5. Fax Number:

6. Permanent Address (ifdifferent than above):

7. U.S. TaxpayerIdentification (if any):

8. Payment Instructions:

9. Instructions for delivery of Definitive Income Notes, if applicable (if applicable and notcompleted, Income Notes will be sent by courier to address and attention party set forth in item 3above):

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10. Transferee is the Collateral Manager or an Affiliate of the Collateral Manager whetherholding directly or indirectly (please check one)

Yes No

11. We have attached hereto a completed Internal Revenue Service Form W-9 (or applicablesuccessor form) in the case of a person that is a "United States person" within the meaning ofSection 7701(a)(30) of the Code or an Internal Revenue Service Form W-8BEN (or applicablesuccessor form) in the case of a person that is not a "United States person" within the meaning ofSection 7701(a)(30) of the Code.

B. Legend

The Transferee understands that, unless determined otherwise by the Issuer in accordance withapplicable law, the Income Notes will bear the legend set forth below:

THE INCOME NOTES HAVE NOT BEEN AND WILL NOT BE REGISTEREDUNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIESACT"), ANY STATE SECURITIES LAWS IN THE UNITED STATES OR THESECURITIES LAWS OF ANY OTHER JURISDICTION AND THE ISSUER HASNOT BEEN REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). THE HOLDERHEREOF, BY PURCHASING THE INCOME NOTES, REPRESENTS THAT IT HASOBTAINED THE INCOME NOTES IN A TRANSACTION IN COMPLIANCE WITHTHE SECURITIES ACT AND ALL OTHER APPLICABLE LAWS OF THE UNITEDSTATES OR ANY OTHER JURISDICTION, AND THE RESTRICTIONS ON SALEAND TRANSFER SET FORTH IN THE INCOME NOTE ISSUING AND PAYINGAGENCY AGREEMENT. THE HOLDER HEREOF, BY PURCHASING THEINCOME NOTES, FURTHER REPRESENTS, ACKNOWLEDGES AND AGREESTHAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFERANY INCOME NOTES (OR ANY INTEREST HEREIN) EXCEPT IN COMPLIANCEWITH THE SECURITIES ACT, THE INVESTMENT COMPANY ACT AND ALLOTHER APPLICABLE LAWS OF ANY JURISDICTION (A) (1) TO A PERSONWHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIEDINSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THESECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT, IN ATRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THESECURITIES ACT OR (2) TO AN ACCREDITED INVESTOR (AS DEFINED INRULE 501 (a) OF REGULATION D UNDER THE SECURITIES ACT), IN ATRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIESACT, AND (3) IN THE CASE OF BOTH CLAUSES (1) AND (2), TO A PURCHASERTHAT IS ALSO A QUALIFIED PURCHASER (OR, IN THE CASE OF THE ICE

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CANYON-AFFILIATED PERSONS, A KNOWLEDGEABLE EMPLOYEE WITHRESPECT TO THE ISSUER) WITHIN THE MEANING OF SECTION 3(c)(7) OF THEINVESTMENT COMPANY ACT AND THE RULES THEREUNDER WHICH (W)WAS NOT FORMED FOR THE PURPOSE OF PURCHASING THIS NOTE (EXCEPTWHEN EACH BENEFICIAL OWNER OF THE PURCHASER IS A QUALIFIEDPURCHASER), (X) HAS RECEIVED THE NECESSARY CONSENT FROM ITSBENEFICIAL OWNERS IF THE PURCHASER IS A PRIVATE INVESTMENTCOMPANY FORMED BEFORE APRIL 30, 1996, (Y) IS NOT A BROKER DEALERTHAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THANU.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS AND (Z) IS NOT APENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLANIN WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, ASAPPLICABLE, MAY DESIGNATE THE PARTICULAR INVESTMENTS TO BEMADE, AND IN A TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSSOF ANY APPLICABLE INVESTMENT COMPANY ACT EXEMPTION OR (B) TOTRANSFEREES WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION SUNDER THE SECURITIES ACT) AND IS ACQUIRING THE INCOME NOTES INOFFSHORE TRANSACTIONS IN COMPLIANCE WITH RULE 903 OR 904 OFREGULATION S UNDER THE SECURITIES ACT, (C) IN A PRINCIPAL AMOUNTOF NOT LESS THAN AN AUTHORIZED MINIMUM DENOMINATION FOR THEPURCHASER AND EACH ACCOUNT FOR WHICH IT IS ACTING ASPURCHASER AND (D) IN ACCORDANCE WITH THE CERTIFICATIONS ANDOTHER REQUIREMENTS SPECIFIED IN THE INCOME NOTE ISSUING ANDPAYING AGENCY AGREEMENT.

THE INCOME NOTES ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCEWITH THE RESTRICTIONS DESCRIBED HEREIN OR CONTAINED IN THEFINAL OFFERING CIRCULAR. EACH TRANSFEROR OF THE INCOME NOTESAGREES TO PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTHHEREIN AND IN THE INCOME NOTE ISSUING AND PAYING AGENCYAGREEMENT TO THE TRANSFEREE. IN ADDITION TO THE FOREGOING, THEISSUER MAINTAINS THE RIGHT TO RESELL ANY INCOME NOTESPREVIOUSLY TRANSFERRED TO NON-PERMITTED HOLDERS (AS DEFINEDIN THE INCOME NOTE ISSUING AND PAYING AGENCY AGREEMENT) INACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE INCOME NOTEISSUING AND PAYING AGENCY AGREEMENT.

THE HOLDER OF THIS INCOME NOTE ACKNOWLEDGES THATNOTWITHSTANDING ANY OTHER PROVISION OF THE INCOME NOTES ORANY OTHER TRANSACTION DOCUMENT, ALL PAYMENTS TO BE MADE BYTHE ISSUER IN RESPECT OF THE INCOME NOTES OR UNDER ANYTRANSACTION DOCUMENT WILL BE PAYABLE PURSUANT TO THEPRIORITY OF PAYMENTS SET FORTH IN THE INDENTURE AND ONLY FROM,AND TO THE EXTENT OF, THE SUMS PAID TO, OR NET PROCEEDSRECOVERED BY OR ON BEHALF OF, THE ISSUER IN RESPECT OF THECOLLATERAL. IF THE PROCEEDS OF THE COLLATERAL ARE NOTSUFFICIENT FOR THE ISSUER TO MEET ITS OBLIGATIONS IN RESPECT OF

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THE INCOME NOTES AND OTHER TRANSACTION DOCUMENTS, NO OTHERASSETS OF THE ISSUER WILL BE AVAILABLE TO MEET SUCHINSUFFICIENCY.

EACH PURCHASER OR TRANSFEREE OF THIS NOTE WILL BE DEEMED TOHAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH INSECTION 2.5 OF THE INCOME NOTE ISSUING AND PAYING AGENCYAGREEMENT.

EACH PURCHASER OR TRANSFEREE OF THIS NOTE WILL BE DEEMED TOHAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS AS SETFORTH IN THE INDENTURE.

EACH PURCHASER AND SUBSEQUENT TRANSFEREE OF CLASS D NOTESAND INCOME NOTES IN THE FORM OF GLOBAL NOTES WILL BE DEEMED TOREPRESENT AND WARRANT AND CLASS D NOTES AND INCOME NOTES INTHE FORM OF DEFINITIVE NOTES WILL REPRESENT AND WARRANT, WITHRESPECT TO EACH DAY IT HOLDS SUCH CLASS D NOTE, OR INCOME NOTEOR ANY BENEFICIAL INTEREST THEREIN, THAT (I) IT IS NOT AN"EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF TITLE I OFTHE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, ASAMENDED ("ERISA")) SUBJECT TO THE FIDUCIARY RESPONSIBILITYPROVISIONS OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975(E)(1) OF THEINTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") THAT ISSUBJECT TO SECTION 4975 OF THE CODE, ANY ENTITY WHOSEUNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF SUCHEMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY OR A"BENEFIT PLAN INVESTOR" AS SUCH TERM IS OTHERWISE DEFINED IN ANYREGULATIONS PROMULGATED BY THE U.S. DEPARTMENT OF LABORUNDER SECTION 3(42) OF ERISA AND (II) IF IT IS A GOVERNMENTAL,CHURCH, NON-U.S. OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL,STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TOTHE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE, ITSPURCHASE, HOLDING AND DISPOSITION OF THIS CLASS D NOTE ORINCOME NOTE, AS APPLICABLE, WILL NOT CONSTITUTE OR RESULT IN ANON-EXEMPT VIOLATION UNDER ANY SUCH SUBSTANTIALLY SIMILARLAW. EACH PURCHASER AND SUBSEQUENT TRANSFEREE FURTHERUNDERSTANDS AND AGREES THAT ANY PURPORTED TRANSFER OF THECLASS D NOTES AND INCOME NOTES, OR ANY INTEREST THEREIN, TO APURCHASER OR TRANSFEREE THAT DOES NOT COMPLY WITH THEREQUIREMENTS OF THIS PARAGRAPH WILL BE OF NO FORCE AND EFFECT,SHALL BE NULL AND VOID AB INITIO AND THE ISSUER WILL HAVE THERIGHT TO DIRECT THE PURCHASER TO TRANSFER THE CLASS D NOTES, ORTHE INCOME NOTES, AS APPLICABLE, OR ANY INTEREST THEREIN, ASAPPLICABLE, TO A PERSON WHO MEETS THE FOREGOING CRITERIA.

In addition, the Definitive Income Notes will bear the following legend:

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NO SALE OR TRANSFER OF THE INCOME NOTES (OR ANY INTERESTHEREIN) MAY BE MADE UNLESS THE TRANSFEREE OF SUCH INCOMENOTES (OR SUCH INTEREST) EXECUTES AND DELIVERS A CERTIFICATE,SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE INCOME NOTEISSUING AND PAYING AGENCY AGREEMENT, (I) STATING THAT AMONGOTHER THINGS, THE TRANSFEREE IS (A)(l) A QUALIFIED INSTITUTIONALBUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACTPURCHASING FOR ITS OWN ACCOUNT OR (2) AN ACCREDITED INVESTOR(AS DEFINED IN RULE 501 (a) OF REGULATION D UNDER THE SECURITIESACT) AND (B) IN THE CASE OF BOTH CLAUSES (1) AND (2), A QUALIFIEDPURCHASER (OR, IN THE CASE OF THE ICE CANYON-AFFILIATED PERSONS,A KNOWLEDGEABLE EMPLOYEE WITH RESPECT TO THE ISSUER) WITHINTHE MEANING OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACTAND THE RULES THEREUNDER OR (II) IN THE CASE OF A TRANSFEREETAKING DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION SGLOBAL INCOME NOTE (AS DEFINED IN THE INCOME NOTE ISSUING ANDPAYING AGENCY AGREEMENT), STATING THAT AMONG OTHER THINGS,THE TRANSFEREE IS NOT A U.S. PERSON. ANY PURPORTED TRANSFER OFANY INCOME NOTES TO A TRANSFEREE THAT DOES NOT COMPLY WITHTHE REQUIREMENTS SET FORTH ABOVE, IN THE INCOME NOTE ISSUINGAND PAYING AGENCY AGREEMENT SHALL BE NULL AND VOID AB INITIO.

In addition, the Regulation S Global Income Notes will bear the following legend:

ANY TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OROTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTEREDOWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN, UNLESS THISNOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THEDEPOSITORY TRUST COMPANY ("DTC"), NEW YORK, NEW YORK, TO THEISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE ORPAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE& CO.).

TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,AND NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOFOR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF INTERESTS IN THISNOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITHTHE RESTRICTIONS SET FORTH IN THE INCOME NOTE ISSUING ANDPAYING AGENCY AGREEMENT.

WITHOUT PREJUDICE TO THE RIGHTS OF THE ISSUER AGAINST ANYBENEFICIAL OWNER OR PURPORTED BENEFICIAL OWNER OF INCOMENOTES, NOTHING IN THE INCOME NOTE ISSUING AND PAYING AGENCYAGREEMENT OR THE INCOME NOTES SHALL BE INTERPRETED TO CONFERON THE ISSUER OR THE INCOME NOTE ISSUING AND PAYING AGENT ANY

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RIGHT AGAINST EUROCLEAR TO REQUIRE THAT EUROCLEAR REVERSE ORRESCIND ANY TRADE COMPLETED IN ACCORDANCE WITH THE RULES OFEUROCLEAR.

C. Status

1. The Transferee is either (please check one):

a "qualified institutional buyer" as defined in Rule 144A under the United StatesSecurities Act of 1933, as amended (the "Securities Act"), it is acquiring theIncome Notes in reliance on an exemption from registration pursuant to Rule144A of the Securities Act and it is acquiring the Income Notes for its ownaccount or for one or more accounts, each of which is a qualified institutionalbuyer and as to each of which it exercises sole investment discretion; or

an "accredited investor" as defined in Rule 501 (a) of Regulation D under theSecurities Act (an "Accredited Investor"), it is acquiring the Income Notes inreliance on an exemption from the registration requirements of the Securities Actprovided by Section 4(2) thereof and Regulation D thereunder and it is acquiringthe Income Notes (i) for its own account (and not for the account of any family orother trust, any family member or any other person), (ii) for the account of a trustthat is an Accredited Investor and the signatory hereto is the trustee of such trustor (iii) for one or more accounts, each of which is an Accredited Investor and thesignatory hereto is an agent of each such account with express authority toexecute this Agreement on behalf of each such account; or

a person that is not a "U.S. person" as defined in Regulation S under theSecurities Act, it is acquiring the Income Notes in reliance on an exemption fromregistration pursuant to Regulation S and it is acquiring the Income Notes for itsown account or for one or more accounts, each of which is a non-U.S. Person andas to each of which it exercises sole investment discretion.

2. If the Transferee is a "U.S. person" (as defined in Regulation S under theSecurities Act),

(a) it is either (please check where appropriate):

a "qualified institutional buyer" (as defined in Rule 144A under the SecuritiesAct), acquiring Income Notes for its own account and it is not (A) a broker-dealerwhich owns or invests on a discretionary basis less than U.S.$25 million insecurities of unaffiliated issuers or (B) a participant-directed employee plan, suchas a 401(k) plan, within the meaning of Rule 144A(a)(l)(i)(D) or Rule144A(a)(l)(i)(E) or (C) a trust fund within the meaning of Rule 144A(a)(l)(i)(F);or

a "qualified purchaser" for purposes of the Investment Company Act because it is(please check the appropriate category):

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(i) a natural person who owns not less than $5,000,000 in"investments", as such term has been defined in (and as the value of suchinvestments are calculated pursuant to) the relevant rules promulgated bythe U.S. Securities and Exchange Commission (the SEC) as of the datehereof1; or

(ii) a company that owns not less than $5,000,000 in"investments" and that is owned directly or indirectly by or for two ormore natural persons who are related as siblings or spouses (includingformer spouses), or direct lineal descendants by birth or adoption, spousesof such persons, the estates of such persons, or foundations, charitableorganizations, or trusts established by or for the benefit of such persons; or

(iii) a trust that is not covered by clause (ii) and that was notformed for the specific purpose of acquiring the securities offered, as towhich the trustee or other person authorized to make decisions withrespect to the trust, and each settlor or other person who contributed assetsto the trust, is a person described in clause (i), (ii) or (iv); or

(iv) a person, acting for its own account, who in the aggregateowns and invests on a discretionary basis not less than $25,000,000 in"investments"; or

(v) a company, each beneficial owner of the securities of whichis a qualified purchaser.

(b) The Transferee represents and warrants that, if the Transferee would be an investmentcompany but for the exclusions from the Investment Company Act provided by Section 3(c)(l)or Section 3(c)(7) thereof, (i) all of the beneficial owners of its outstanding securities (other thanshort-term paper) that acquired such securities on or before April 30, 1996 ("pre-amendmentbeneficial owners") have consented to its treatment as a "qualified purchaser" and (ii) all of thepre-amendment beneficial owners of a company that would be an investment company but forthe exclusions from the Investment Company Act provided by Section 3(c)(l) or Section 3(c)(7)thereof and that directly or indirectly owned any of its outstanding securities (other than short-term paper) have consented to its treatment as a "qualified purchaser".

(c) The Transferee represents and warrants that (i) it has made investments prior to the datehereof and was not formed solely for the purpose of investing in the Income Notes; (ii) it is not a(1) partnership, (2) common trust fund or (3) special trust, pension, profit sharing or otherretirement trust fund or plan in which the partners, beneficiaries or participants may designatethe particular investments to be made; (iii) it shall not hold any Income Notes for the benefit ofany other person, that it shall at all times be the sole beneficial owner thereof for purposes of theInvestment Company Act and all other purposes and that it shall not sell participation interests inthe Income Notes or enter into any other arrangement pursuant to which any other person shall

1 An extract from 17 C.F.R. § 270.2a51-l is attached to this Letter as Exhibit A. For the full definition of the term"investments" promulgated by the SEC, including certain qualifications, deductions and special rules, see 17 C.F.R.§ 270.2a51-l in its entirety.

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be entitled to a beneficial interest in the distributions on the Income Notes; and (iv) all IncomeNotes (together with any other securities of the Issuer) purchased and held directly or indirectlyby the Transferee constitute in the aggregate an investment of no more than 40% of its assets orcapital.

3. It (or if it is acquiring Income Notes for any other account, each such account) isacquiring, and will hold and transfer, the Income Notes in an amount not less than theAuthorized Minimum Denominations authorized by the Income Note Issuing and Paying AgencyAgreement.

4. It understands that the Income Notes have been offered only in a transaction notinvolving any public offering in the United States within the meaning of the Securities Act, theIncome Notes have not been and will not be registered under the Securities Act, and, if in thefuture it decides to offer, resell, pledge or otherwise transfer the Income Notes, such IncomeNotes may be offered, resold, pledged or otherwise transferred only in accordance with theprovisions of the Income Note Issuing and Paying Agency Agreement and the legend on suchIncome Notes, including the requirement for written certifications. It acknowledges that norepresentation is made as to the availability of any exemption under the Securities Act or anyState securities laws for resale of the Income Notes.

5. In connection with its purchase of the Income Notes, the Transferee represents and agreesthat: (A) none of the Co-Issuers, the Placement Agents, the Income Note Issuing and PayingAgent, the Collateral Administrator, the Trustee or the Collateral Manager is acting as a fiduciaryor financial or investment adviser for it; (B) it is not relying (for purposes of making anyinvestment decision or otherwise) upon any advice, counsel or representations (whether writtenor oral) of the Co-Issuers, the Collateral Manager, the Income Note Issuing and Paying Agent,the Collateral Administrator, the Trustee or Citigroup Global Markets Inc. other than anystatements in a current offering circular for such Income Notes and any representations expresslyset forth in a written agreement with such party; (C) it has consulted with its own legal,regulatory, tax, business, investment, financial and accounting advisers to the extent it hasdeemed necessary and has made its own investment decisions based upon its own judgment andupon any advice from such advisers as it has deemed necessary and not upon any view expressedby the Issuer or the Collateral Manager; (D) its purchase of the Income Notes will comply withall applicable laws in any jurisdiction in which it resides or is located; (E) it is acquiring theIncome Notes as principal solely for its own account for investment and not with a view to theresale, distribution or other disposition thereof in violation of the Securities Act; and (F) it is asophisticated investor and is purchasing the Income Notes with a full understanding of all of theterms, conditions and risks thereof, and it is capable of assuming and willing to assume thoserisks.

6. If the Transferee is acquiring Income Notes in the form of a Definitive Income Note, itunderstands and agrees that the Income Note Issuing and Paying Agency Agreement permits theIssuer to demand that any Holder of Definitive Income Notes who is determined not to be both(x) either a Qualified Institutional Buyer or an Accredited Investor and (y) in either case, aQualified Purchaser, sell such Income Notes to a person who is both (x) a Qualified InstitutionalBuyer or an Accredited Investor and (y) a Qualified Purchaser or to a non-U.S. Person who willtake delivery of such Income Notes in the form of Regulation S Global Income Notes or

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Regulation S Definitive Income Notes (as appropriate), and if the Holder does not comply withsuch demand within 30 days thereof, the Issuer may sell such Income Notes on such terms as theIssuer may choose.

7. At the time of its acquisition and throughout the period that it holds an IncomeNote or any interest therein, it represents and warrants that (1) it is not a Benefit Plan Investor,and if after its initial acquisition of an Income Note or any interest therein, such beneficial ownerdetermines, or it is determined by another party, that such beneficial owner is a Benefit PlanInvestor, such beneficial owner will dispose of all of its Income Notes in a manner consistentwith the restrictions set forth in the applicable agreements and (2) if it is a governmental, church,non-U.S. or other plan that is subject to any federal, state, local or non-U.S. law that issubstantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, itspurchase, holding and disposition of Income Notes will not constitute or result in a non-exemptviolation under any such substantially similar law. It agrees that, before any interest in a IncomeNote may be offered, sold, pledged or otherwise transferred, the transferee will be required toprovide the Income Note Issuing and Paying Agent with a letter containing representationssubstantially similar to the representations specified herein and evidencing its agreement to theforegoing ERISA restrictions and covenants with respect to its purchase, holding and transfer ofsuch Note.

It acknowledges and agrees that the representations made in this Section shall be deemedmade on each day from the date hereof through and including the date on which the Transfereedisposes of its interests in the Income Notes, and it agrees to notify the addressees if thecircumstances change after the date hereof. The purchaser, and any fiduciary of the purchasercausing it to acquire the Income Notes, agrees to indemnify and hold harmless the Issuer, theIncome Note Issuing and Paying Agent, the Collateral Manager, Citigroup Global Markets Inc.and their respective Affiliates from any losses, liabilities, expenses, damages, claims,proceedings and excise taxes incurred by them as a result of any of the representations made bythe purchaser pursuant to this Section 7 being or becoming false. The purchaser understands thatthe Issuer may require any holder of Income Notes that has made a false representation pursuantto this Section 7 to sell the Income Notes and, if such holder does not comply with such demandwithin 14 days thereof, the Issuer may sell such holder's interest in the Income Notes on suchterms as the Issuer may choose. It understands that any transfer effected in connection with arepresentation made under this Section that was false or incomplete will be of no force andeffect, will be void ab initio, and will not operate to transfer any rights to the transferee,notwithstanding any instructions to the contrary to the Issuer, the Income Note Issuing andPaying Agent, or any intermediary. Each potential Holder of a Definitive Income Note will berequired to represent and agree that it will not assign or transfer such Note unless the proposedassignee or transferee delivers a letter to the Income Note Issuing and Paying Agent evidencingits agreement to the foregoing ERISA restrictions and covenants with respect to its purchase,holding and transfer of such Note.

If the funds proposed to be used to pay the purchase price for such Income Notesconstitute assets of one or more Benefit Plan Investors that are subject to Title I of ERISA orSection 4975 of the Code or any Similar Law, we understand that we are not permitted topurchase or hold such Income Notes.

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8. [Reserved].

9. The Transferee understands that no person that is, or is controlled by a person that is,subject to the provisions of Regulation Y of the Board of Governors of the Federal ReserveSystem of the United States or any successor to such regulation (excluding (x) any "qualifyingforeign banking organization" within the meaning of Regulation Y of the Board of Governors ofthe Federal Reserve System that has booked its investment in the Income Notes outside theUnited States and (y) any financial holding company or subsidiary of a financial holdingcompany authorized to engage in merchant banking activities pursuant to Section 4(k)(4)(H) ofthe Bank Holding Company Act of 1956, as amended) (a Reg Y Institution) may transfer anyIncome Notes held by it to any person other than (a) a person or group of persons under commoncontrol that controls the Issuer without reference to any Income Notes transferred to such personor group by such Reg Y Institution (a Controlling Party), (b) a person or persons designated by aControlling Party, (c) in a widespread public distribution as part of a public offering, (d) inamounts such that, after giving effect thereto, no single transferee and its Affiliates will holdmore than 2% of the aggregate number of Income Notes (including all options, warrants andsimilar rights exercisable or convertible into Income Notes) or (e) as otherwise permitted byapplicable U.S. Federal banking law and regulations.

10. The Transferee will not, at any time, offer to buy or offer to sell the Income Notes by anyform of general solicitation or advertising, including, but not limited to, any advertisement,article, notice or other communication published in any newspaper, magazine or similar mediumor broadcast over television or radio or seminar or meeting whose attendees have been invited bygeneral solicitations or advertising.

11. It hereby certifies that (please check one):

it is a "United States person" within the meaning of Section 7701(a)(30) of the Code, anda properly completed and signed Internal Revenue Service (IRS) Form W-9 (orapplicable successor form) is attached hereto; or

it is not a "United States person" within the meaning of Section 7701(a)(30) of the Code,it is not acquiring any Income Note as part of a plan to reduce, avoid or evade U.S.federal income taxes owed, owing or potentially owed or owing and a properly completedand signed IRS Form W-8BEN (or applicable successor form) is attached hereto.

12. The Transferee acknowledges that it is its intent and that it understands it is the intent ofthe Issuer that, for U.S. federal, state and local income and franchise tax purposes, the Issuer willbe treated as a corporation, the Income Notes will be treated as equity of the Issuer only and notof the Co-Issuer; it agrees to such treatment, to report all income (or loss) in accordance withsuch treatment and to take no action inconsistent with such treatment.

13. It understands that the Issuer, the Income Note Issuing and Paying Agent, the PlacementAgents, the Collateral Manager and their counsel will rely upon the accuracy and truth of theforegoing representations, and it hereby consents to such reliance.

14. The Transferee covenants and agrees that, prior to the date which is one year and one dayafter the payment in full of all the Issuer's obligations, including amounts owing under the

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Notes, or if longer, the applicable preference period then in effect, it will not institute against, orjoin any other person in instituting against the Issuer, in any jurisdiction, any bankruptcy,reorganization, arrangement, insolvency or liquidation proceeding or other proceedings underany bankruptcy, insolvency, reorganization or similar law; provided that such provision shall notpreclude any party from (i) taking any action prior to the expiration of any applicable stay periodin any proceeding voluntarily filed or commenced by the Issuer or any involuntary insolvencyproceeding filed or commenced against the Issuer by a person other than the Transferee or (ii)commencing against the Issuer or any properties or assets thereof any legal action which is not abankruptcy reorganization, arrangement, insolvency, moratorium or liquidation proceeding. TheTransferee hereby acknowledges and agrees that the Issuer's obligations hereunder shall besolely the corporate obligations of the Issuer, and the Transferee shall not have any recourse toany of the directors, officers, employees, shareholders or Affiliates of the Issuer with respect toany claims, losses, damages, liabilities, indemnities or other obligations in connection with anytransactions contemplated hereby. Notwithstanding any other provision of this certificate, theTransferee acknowledges that recourse in respect of any obligations of the Issuer hereunder shallbe limited to the assets of the Issuer (excluding the proceeds of the issue and allotment of theordinary shares by the Issuer and excluding any transaction fee paid to the Issuer on or before theClosing Date in consideration for the Issuer entering into the arrangements under the IncomeNote Issuing and Paying Agency Agreement and the Indenture) and on exhaustion thereof allobligations of and all claims against the Issuer arising from this certificate or any transactionscontemplated hereby shall be extinguished and shall not thereafter revive.

15. This certificate shall be construed in accordance with, and this certificate and all mattersarising out of or relating in any way whatsoever to this certificate (whether in contract, tort orotherwise) shall be governed by, the law of the State of New York.

16. With respect to Income Notes, each Transferee of a Definitive Income Note willrepresent and warrant and each Transferee of a Regulation S Global Income Note will be deemedto have represented and warranted that if it (i) is not a "United States person" (as defined inSection 7701(a)(30) of the Code) and (ii) is acquiring, directly or in conjunction with Affiliates,more than 33!/s% of the Aggregate Principal Amount of the Income Notes, it is not an AffectedBank. Affected Bank means a "bank" for purposes of Section 881 of the Code or an entityaffiliated with such a bank that neither (x) meets the definition of a U.S. Person (under Section7701(a)(30) of the Code) nor (y) is entitled to the benefits of an income tax treaty with theUnited States under which withholding taxes on interest payments made by obligors resident inthe United States to such bank are reduced to 0%.

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Signatures:

PARTNERSHIP, CORPORATION, TRUST,CUSTODIAL ACCOUNT OR OTHER ENTITY:

(Name of Entity)

By:(Signature)

(Print Name and Title)

Date:

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