PERSON, SUCH RELEVANT HOLDER (OR
INTEREST HOLDER), AND THE ISSUER TO PERMIT THE ISSUER TO SATISFY THE 100-PARTNER
LIMITATION IN TREASURY REGULATION SECTION 1.7704(H)(1)(II).
EACH HOLDER OF A SERIES C NOTE AND ANY OWNER OF A BENEFICIAL INTEREST IN SUCH
SERIES C NOTE (EXCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY INITIAL PURCHASER
ACTING IN ITS CAPACITY AS SUCH) REPRESENTS AND AGREES (OR IS DEEMED TO REPRESENT
AND AGREE) THAT NEITHER SUCH HOLDER (OR OWNER) NOR ANY OF ITS EXPANDED
AFFILIATES (OR, IF IT IS A DISREGARDED ENTITY, THE EXPANDED AFFILIATES OF THE
CORPORATION OF WHICH IT IS A BRANCH) OWNS OR WILL THEREAFTER (FOR SO LONG AS
SUCH SERIES C NOTE IS OWNED BY THE HOLDER (OR A BENEFICIAL INTEREST THEREIN IS
OWNED BY SUCH OWNER) OWN ANY NOTES OF A SERIES SENIOR TO SUCH SERIES C NOTE
("SENIOR NOTES"), UNLESS SUCH HOLDER (OR OWNER) HAS (1) RECEIVED A PRIOR EXPRESS
WRITTEN WAIVER OF THIS REQUIREMENT FROM THE ISSUER OR ITS AGENTS OR (2) OBTAINED
AND PROVIDED TO THE ISSUER AN OPINION OF U.S. TAX COUNSEL TO THE EFFECT
- A-3-3 -
[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request.
--------------------------------------------------------------------------------
Confidential Treatment Requested: Information for which confidential treatment
has been requested is omitted and is noted with asterisks. An unredacted version
of this document has been filed separately with the Securities and Exchange
Commission.
THAT, UNDER THEN-EXISTING LAW, SUCH ACQUISITION AND OWNERSHIP OF SENIOR NOTES
SHOULD NOT (ASSUMING SOLELY FOR THIS PURPOSE THAT THE SERIES C NOTES ARE TREATED
FOR U.S. FEDERAL INCOME TAX PURPOSES AS EQUITY) CAUSE SECTION 385 OF THE CODE,
AND ANY PROPOSED, TEMPORARY, OR FINAL REGULATIONS OF THE U.S. DEPARTMENT OF
TREASURY PROMULGATED THEREUNDER, TO APPLY TO SUCH NOTES SO AS TO CAUSE ANY SUCH
SENIOR NOTES TO BE RECLASSIFIED AS EQUITY FOR U.S. FEDERAL INCOME TAX
PURPOSES.BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN,
THE HOLDER WILL BE DEEMED TO HAVE AGREED AND ACKNOWLEDGED THAT UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT, THE CERTIFICATE HOLDERS WILL HAVE THE RIGHT
TO PURCHASE ALL SERIES C NOTES ISSUED UNDER THE INDENTURE TO WHICH THIS NOTE
RELATES, INCLUDING THIS NOTE, IN ACCORDANCE WITH THE TERMS OF SECTION 4.15 OF
THE INDENTURE TO WHICH THIS NOTE RELATES.
IF THIS NOTE IS REPRESENTED BY A GLOBAL NOTE, INSERT:
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IN EXCHANGE
FOR THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE