REQUIREMENTS OF THE SECURITIES
ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND ANY APPLICABLE STATE
SECURITIES AND BLUE SKY LAWS OR IS MADE IN ACCORDANCE WITH EACH SUCH ACT AND
STATE LAWS. THE INDENTURE TRUSTEE MAY REQUIRE AN OPINION OF COUNSEL TO BE
DELIVERED TO IT IN CONNECTION WITH ANY SALE, PLEDGE OR OTHER TRANSFER OF THIS
CLASS A NOTE PURSUANT TO CLAUSES (A) OR (C) ABOVE.
ALL OPINIONS OF COUNSEL
REQUIRED IN CONNECTION WITH ANY TRANSFER SHALL BE BY COUNSEL REASONABLY
ACCEPTABLE TO THE INDENTURE TRUSTEE.
EACH TRANSFEREE OF THIS CLASS A NOTE IS DEEMED TO REPRESENT AND WARRANT THAT,
WITH RESPECT TO THE SOURCE OF FUNDS TO BE USED BY SUCH TRANSFEREE TO ACQUIRE
THIS CLASS A NOTE (THE "SOURCE") EITHER (A) SUCH SOURCE IS NOT AN "EMPLOYEE
BENEFIT PLAN" (WITHIN THE MEANING OF SECTION 3(3) OF ERISA), A "PLAN" (WITHIN
THE MEANING OF SECTION 4975(E)(1) OF THE CODE) OR A PLAN THAT IS SUBJECT TO ANY
SUBSTANTIALLY SIMILAR PROVISION OF ANY FEDERAL, STATE OR LOCAL LAW, OR A PERSON
USING ASSETS OF ANY SUCH PLAN, OR (B) THE ACQUISITION AND HOLDING OF THIS CLASS
A NOTE BY SUCH SOURCE WILL NOT CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY
SUBSTANTIALLY SIMILAR PROVISION OF ANY FEDERAL, STATE OR LOCAL LAW.
(E)
THE PURCHASER OF A CLASS A NOTE OR ANY INTEREST THEREIN
UNDERSTANDS AND AGREES AND IS DEEMED TO UNDERSTAND AND AGREE BY ITS ACCEPTANCE
OF ITS CLASS A NOTE THAT THE CLASS A NOTES AND RELATED DOCUMENTATION MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND
PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THE CLASS A NOTES TO REFLECT ANY
CHANGE IN APPLICABLE LAW OR REGULATION (OR INTERPRETATION THEREOF) OR IN
PRACTICE RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY.
(F)
THE HOLDERS OF THE CLASS A NOTES AND ALL NOTE OWNERS OF CLASS A
NOTES ARE BOUND BY, AND ARE DEEMED TO HAVE NOTICE OF, ALL PROVISIONS CONTAINED
IN THE INDENTURE.
(G)
THE PURCHASER OF A CLASS A NOTE OR ANY INTEREST THEREIN
ACKNOWLEDGES AND IS DEEMED TO ACKNOWLEDGE BY ITS ACCEPTANCE OF SUCH PURCHASE
THAT THE ISSUER AND OTHERS WILL RELY UPON THE TRUTH AND ACCURACY OF THE
FOREGOING ACKNOWLEDGMENTS, REPRESENTATIONS AND AGREEMENTS.
IF THE PURCHASER IS
ACQUIRING ANY CLASS A NOTES AS A FIDUCIARY OR AGENT FOR ONE OR MORE INVESTOR
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ACCOUNTS, IT REPRESENTS THAT IT HAS SOLE INVESTMENT DISCRETION WITH RESPECT TO
EACH SUCH ACCOUNT AND THAT IT HAS FULL POWER TO MAKE THE FOREGOING
ACKNOWLEDGMENTS, REPRESENTATIONS AND AGREEMENTS ON BEHALF OF EACH SUCH ACCOUNT.
SECTION 2.16.
RESTRICTIONS ON TRANSFERS OF CLASS B NOTES.
(A)
EVERY CLASS B NOTE PRESENTED OR SURRENDERED FOR REGISTRATION OF
TRANSFER OR EXCHANGE SHALL BE DULY ENDORSED, OR BE ACCOMPANIED BY A WRITTEN
INSTRUMENT OF TRANSFER IN FORM SATISFACTORY TO THE INDENTURE TRUSTEE, DULY
EXECUTED BY SUCH CLASS B NOTEHOLDER OR ITS ATTORNEY DULY