ON THE DISCLOSURE SCHEDULE, THE BENEFICIAL OWNER, FOR
FEDERAL INCOME TAX PURPOSES, OF SUCH IAC NOTES, AND (II) UPON THE EXCHANGE,
VALID TITLE TO THE IAC NOTES SET FORTH OPPOSITE SUCH EXCHANGING NOTEHOLDER'S
NAME UNDER THE HEADING "EXCHANGING NOTEHOLDER" ON THE DISCLOSURE SCHEDULE SHALL
3
PASS TO IAC, FREE AND CLEAR OF ANY LIENS (AS DEFINED BELOW), OTHER THAN THOSE
ARISING FROM ACTS OF IAC OR ARISING UNDER APPLICABLE SECURITIES LAWS.
(D)
EACH EXCHANGING NOTEHOLDER AND EACH SUPPORTING NOTEHOLDER HEREBY SEVERALLY
REPRESENTS AND WARRANTS TO IAC AND INTERVAL THAT:
(1)
IT IS THE BENEFICIAL HOLDER OF AND/OR THE INVESTMENT ADVISOR OR MANAGER
FOR THE BENEFICIAL HOLDER (WITH THE POWER TO VOTE AND DISPOSE OF THE IAC NOTES
ON BEHALF OF SUCH BENEFICIAL HOLDER) OF THE PRINCIPAL AMOUNT OF IAC NOTES SET
FORTH OPPOSITE SUCH NOTEHOLDER'S NAME UNDER THE HEADING "EXCHANGING NOTEHOLDER"
AND/OR "SUPPORTING NOTEHOLDER" ON THE DISCLOSURE SCHEDULE FREE AND CLEAR OF ANY
LIENS, OTHER THAN THOSE ARISING FROM ACTS OF IAC OR ARISING UNDER APPLICABLE
SECURITIES LAWS; IT HOLDS OR MANAGES ACCOUNTS THAT HOLD SUCH IAC NOTES IN
(A) CERTIFICATED FORM OR (B) BOOK-ENTRY FORM IN A CASH ACCOUNT (TYPE 1) AND SUCH
IAC NOTES HAVE NOT BEEN, AND SHALL NOT BE DURING THE TERM OF THIS AGREEMENT,
LOANED, PLEDGED OR HYPOTHECATED.
(2)
SUCH NOTEHOLDER IS AN ENTITY DULY ORGANIZED AND VALIDLY EXISTING UNDER
THE LAWS OF THE JURISDICTION IN WHICH IT IS ORGANIZED AND, IF RELEVANT UNDER
SUCH LAWS, IN GOOD STANDING. SUCH NOTEHOLDER HAS ALL REQUISITE POWER AND
AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY SUCH NOTEHOLDER AND
CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF SUCH NOTEHOLDER,
ENFORCEABLE AGAINST SUCH NOTEHOLDER IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT TO GENERAL PRINCIPLES OF
EQUITY, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW.
(3)
NO MATERIAL CONSENT, APPROVAL, LICENSE, PERMIT, ORDER OR AUTHORIZATION
OF, OR REGISTRATION, DECLARATION OR FILING WITH, ANY GOVERNMENTAL ENTITY (AS
DEFINED BELOW) OR NONGOVERNMENTAL THIRD PARTY IS REQUIRED TO BE OBTAINED OR MADE
BY OR WITH RESPECT TO SUCH NOTEHOLDER IN CONNECTION WITH THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AGREEMENT EXCEPT AS HAVE BEEN PREVIOUSLY OBTAINED OR
MADE.
(4)
NEITHER THE EXCHANGE NOR THE CONSUMMATION OF ANY OTHER TRANSACTION
CONTEMPLATED HEREIN NOR THE FULFILLMENT OF THE TERMS HEREOF SHALL RESULT IN A
MATERIAL BREACH OF ANY OF THE TERMS AND PROVISIONS OF, OR CONSTITUTE A MATERIAL
DEFAULT UNDER, ANY INDENTURE, MORTGAGE, DEED OF TRUST OR OTHER AGREEMENT OR
INSTRUMENT TO WHICH SUCH NOTEHOLDER IS A PARTY OR BY WHICH IT IS BOUND, OR SUCH
NOTEHOLDER'S CERTIFICATE OF INCORPORATION OR BY-LAWS OR OTHER ORGANIZATIONAL
DOCUMENTS, OR, TO THE BEST OF ITS KNOWLEDGE, ANY ORDER, RULE OR REGULATION
APPLICABLE TO SUCH NOTEHOLDER OF ANY COURT, FEDERAL OR STATE REGULATORY BODY,
ADMINISTRATIVE AGENCY OR OTHER GOVERNMENTAL BODY HAVING JURISDICTION OVER SUCH
NOTEHOLDER OR