AND DELIVER EXHIBIT C-1 AND
EXHIBIT C-2 TO THE INDENTURE PURSUANT TO SECTIONS 3.04(B) AND (C) OF THE
INDENTURE AND WILL BE REQUIRED TO MAKE THE REPRESENTATIONS AND AGREEMENTS SET
FORTH IN SUCH CERTIFICATES. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE
NULL AND VOID AB INITIO AND OF NO FORCE AND EFFECT, AND WILL NOT OPERATE TO
TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE
CONTRARY TO THE ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. THE ISSUER HAS THE
RIGHT, UNDER THE INDENTURE, TO COMPEL ANY NON-PERMITTED HOLDER (AS DEFINED IN
THE INDENTURE) TO SELL ITS INTEREST IN THE BONDS, OR TO SELL SUCH INTEREST ON
BEHALF OF SUCH OWNER.
EACH PURCHASER AND SUBSEQUENT TRANSFEREE OF THIS BOND WILL BE REQUIRED TO
REPRESENT AND WARRANT AS TO WHETHER IT IS A BENEFIT PLAN
Exhibit A-1
INVESTOR OR CONTROLLING PERSON. EACH PURCHASER AND SUBSEQUENT TRANSFEREE OF THIS
BOND OR ANY INTEREST HEREIN WILL BE DEEMED BY ITS PURCHASE OR ACQUISITION OF
THIS BOND TO REPRESENT AND WARRANT THAT (1) IF THE PURCHASER OR TRANSFEREE IS A
BENEFIT PLAN INVESTOR, ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS BOND DO
NOT AND WILL NOT CONSTITUTE OR GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION
UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
(2) FOR SO LONG AS THE PURCHASER OR TRANSFEREE HOLDS THIS BOND OR ANY INTEREST
HEREIN IT WILL NOT BE SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER
LAW OR REGULATION THAT COULD CAUSE THE UNDERLYING ASSETS OF THE ISSUER TO BE
TREATED AS ASSETS OF THE PURCHASER OR TRANSFEREE BY VIRTUE OF ITS INTEREST AND
THEREBY SUBJECT THE ISSUER (OR OTHER PERSONS RESPONSIBLE FOR THE INVESTMENT AND
OPERATION OF THE ISSUER'S ASSETS) TO LAWS OR REGULATIONS THAT ARE SIMILAR TO THE
FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR
SECTION 4975 OF THE CODE, AND (3) THE PURCHASER'S OR TRANSFEREE'S ACQUISITION,
HOLDING AND DISPOSITION OF THIS BOND OR ANY INTEREST HEREIN WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT VIOLATION OF ANY APPLICABLE FEDERAL, STATE, LOCAL,
NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE
PROHIBITED TRANSACTION PROVISIONS OF ERISA AND/OR SECTION 4975 OF THE CODE. NO
INTEREST IN THIS BOND WILL BE SOLD OR TRANSFERRED TO PURCHASERS THAT HAVE
REPRESENTED THAT THEY ARE BENEFIT PLAN INVESTORS OR CONTROLLING PERSONS TO THE
EXTENT THAT SUCH SALE MAY RESULT IN BENEFIT PLAN INVESTORS OWNING 25% OR MORE OF
THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE [CLASS A] [CLASS B] BONDS,
DETERMINED IN ACCORDANCE WITH THE PLAN ASSET REGULATION AND THE INDENTURE AND
ASSUMING, FOR THIS PURPOSE, THAT ALL THE REPRESENTATIONS MADE OR DEEMED TO BE
MADE BY HOLDERS OF [CLASS A] [CLASS B] BONDS ARE TRUE. EACH INTEREST IN A [CLASS
A] [CLASS B] BOND HELD AS PRINCIPAL BY ANY OF THE TRANSACTION PARTIES, ANY OF
THEIR RESPECTIVE AFFILIATES AND PERSONS THAT HAVE REPRESENTED