AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT, EACH
SUBCLASS B-1 NOTE PURCHASER REPRESENTS AS TO ITSELF THAT IT CONSTITUTES NO MORE
THAN SEVEN "BENEFICIAL OWNERS" OF THE SUBCLASS B-1 NOTES FOR PURPOSES OF SECTION
3(C)(1) OF THE INVESTMENT COMPANY ACT.
SUCH SUBCLASS B-1 NOTE PURCHASER FURTHER
REPRESENTS THAT:
(I) IT IS INVESTING NO MORE THAN 40% OF ITS ASSETS IN THE
SUBCLASS B-1 NOTES; (II) IT WAS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE
SUBCLASS B-1 NOTES; (III) (A) THE SHAREHOLDERS, PARTNERS OR OTHER HOLDERS OF
EQUITY OR BENEFICIAL INTERESTS IN SUCH SUBCLASS B-1 NOTE PURCHASER ARE NOT ABLE
TO DECIDE INDIVIDUALLY WHETHER TO ACQUIRE THE SUBCLASS B-1 NOTES OR TO DETERMINE
THE EXTENT OF SUCH ACQUISITION AND (B) IT IS NOT A DEFINED CONTRIBUTION OR
SIMILAR BENEFIT PLAN THAT ALLOWS PARTICIPANTS TO DETERMINE WHETHER OR HOW MUCH
WILL BE INVESTED IN INVESTMENTS ON THEIR BEHALF; (IV) IT IS ACQUIRING THE
SUBCLASS B-1 NOTES IN A PRINCIPAL AMOUNT OF NOT LESS THAN THE MINIMUM
DENOMINATIONS SET FORTH IN THE INDENTURE; AND (V) IT IS ACQUIRING THE SUBCLASS
B-1 NOTES FOR INVESTMENT AND NOT FOR SALE IN CONNECTION WITH ANY DISTRIBUTION
THEREOF.
SUCH SUBCLASS B-1 NOTE PURCHASER FURTHER UNDERSTANDS AND AGREES THAT
IT WILL NOT PERMITTED TO TRANSFER ANY OR ALL OF THE SUBCLASS B-1 NOTES OR ANY
INTEREST THEREIN UNLESS THE ISSUER HAS CONSENTED TO SUCH TRANSFER AND THE
TRANSFEREE HAS DELIVERED TO THE ISSUER AND THE INDENTURE TRUSTEE AN INVESTMENT
LETTER MAKING REPRESENTATIONS AND WARRANTIES SUBSTANTIALLY THE SAME AS THE
FOREGOING REPRESENTATIONS AND WARRANTIES IN THIS SECTION 5.04(B).
THE ISSUER
WILL NOT CONSENT TO ANY PROPOSED TRANSFER WHICH, AFTER GIVING EFFECT TO SUCH
PROPOSED TRANSFER, WOULD RESULT IN THE ISSUER'S OUTSTANDING SECURITIES BEING
OWNED BY MORE THAN 100 BENEFICIAL OWNERS FOR PURPOSES OF SECTION 3(C)(1) OF THE
INVESTMENT COMPANY ACT; AND, EXCEPT AS PROVIDED IN SECTION 5.05 OF THIS
AGREEMENT, IT WILL NOT HOLD THE SUBCLASS B-1 NOTES FOR THE BENEFIT OF ANY PERSON
OR ACCOUNT AND IT WILL BE THE SOLE BENEFICIAL OWNER OF THE SUBCLASS B-1 NOTES
FOR ALL PURPOSES AND IT WILL NOT SELL PARTICIPATION INTERESTS THEREIN OR ENTER
INTO ANY ARRANGEMENT PURSUANT TO WHICH ANY OTHER PERSON OR ACCOUNT SHALL BE
ENTITLED TO A BENEFICIAL INTEREST IN THE SUBCLASS B-1 NOTES.
ARTICLE VI
COVENANTS OF THE ISSUER
SECTION 6.01.
[RESERVED].
SECTION 6.02.
Information from the Issuer.
So long as the Subclass B-1
Note Purchasers shall own the Subclass B-1 Notes, the Issuer will furnish to the
Subclass B-1 Note Purchasers and the Purchasers' Agent:
(A)
A COPY OF EACH CERTIFICATE, REPORT, STATEMENT, NOTICE OR OTHER
COMMUNICATION (OTHER THAN INVESTMENT INSTRUCTIONS) FURNISHED BY OR ON BEHALF OF
THE ISSUER TO THE INDENTURE TRUSTEE UNDER THE INDENTURE CONCURRENTLY THEREWITH,
AND PROMPTLY AFTER RECEIPT THEREOF, A COPY OF EACH NOTICE, DEMAND OR OTHER
COMMUNICATION RECEIVED BY OR ON BEHALF OF THE ISSUER UNDER THE INDENTURE;
(B)
SUCH OTHER INFORMATION, DOCUMENTS, RECORDS OR REPORTS RESPECTING
THE COLLATERAL OR THE ISSUER, AS EITHER SUBCLASS B-1 NOTE