THE CLASS B NOTES AND HAS CAREFULLY
CONSIDERED THE SUITABILITY OF AN INVESTMENT IN SUCH NOTES AND HAS DETERMINED
THAT THE CLASS B NOTES ARE A SUITABLE INVESTMENT.
SUCH CLASS B NOTE PURCHASER
HAS RECEIVED AND CAREFULLY READ THE TRANSACTION DOCUMENTS AND SUCH CLASS B NOTE
PURCHASER CONFIRMS THAT ALL DOCUMENTS, RECORDS AND BOOKS PERTAINING TO THE CLASS
B NOTES, THE ISSUER AND ITS ASSETS AND THE OTHER PARTIES TO THE TRANSACTION
DOCUMENTS WHICH ARE RELEVANT TO SUCH CLASS B NOTE PURCHASER'S INVESTMENT
DECISION HAVE BEEN MADE AVAILABLE TO SUCH CLASS B NOTE PURCHASER.
SUCH CLASS B
NOTE PURCHASER IS CAPABLE OF BEARING THE RISKS AND BURDENS OF ITS INVESTMENT IN
THE CLASS B NOTES AND IS AWARE THAT AN EARLY REDEMPTION OF THE CLASS B NOTES MAY
OCCUR AND THAT NO PREMIUM WILL BE PAID UPON ANY EARLY REDEMPTION.
SECTION 5.04.
INVESTMENT COMPANY ACT.
(A)
NEITHER OF THE CLASS B NOTE PURCHASERS (AS TO ITSELF) NOR THE
PURCHASERS' AGENT IS REQUIRED TO REGISTER AS AN "INVESTMENT COMPANY" NOR IS
EITHER OF THE CLASS B NOTE PURCHASERS OR THE PURCHASERS' AGENT CONTROLLED BY AN
"INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT.
(B)
THE CLASS B NOTE PURCHASERS AND THE PURCHASERS' AGENT ACKNOWLEDGE
THAT THE ISSUER HAS NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT
COMPANY ACT.
IN CONNECTION WITH THE EXCLUSION OF THE ISSUER FROM CLASSIFICATION
AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT, EACH CLASS B NOTE
PURCHASER REPRESENTS AS TO ITSELF THAT IT CONSTITUTES NO MORE THAN SEVEN
"BENEFICIAL OWNERS" OF THE CLASS B NOTES FOR PURPOSES OF SECTION 3(C)(1) OF THE
INVESTMENT COMPANY ACT.
SUCH CLASS B NOTE PURCHASER FURTHER REPRESENTS THAT:
(I) IT IS INVESTING NO MORE THAN 40% OF ITS ASSETS IN THE CLASS B NOTES; (II) IT
WAS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE CLASS B NOTES; (III) (A) THE
SHAREHOLDERS, PARTNERS OR OTHER HOLDERS OF EQUITY OR BENEFICIAL INTERESTS IN
SUCH CLASS B NOTE PURCHASER ARE NOT ABLE TO DECIDE INDIVIDUALLY WHETHER TO
ACQUIRE THE CLASS B 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 CLASS B NOTES IN A PRINCIPAL AMOUNT OF
NOT LESS THAN THE MINIMUM DENOMINATIONS SET FORTH IN THE INDENTURE; AND (V) IT
IS ACQUIRING THE CLASS B NOTES FOR INVESTMENT AND NOT FOR SALE IN CONNECTION
WITH ANY DISTRIBUTION THEREOF.
SUCH CLASS B NOTE PURCHASER FURTHER UNDERSTANDS
AND AGREES THAT IT WILL NOT PERMITTED TO TRANSFER ANY OR ALL OF THE CLASS B
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