ANY
CLASS OF NOTES HAS BEEN, OR IT IS KNOWN BY THE ISSUER THAT SUCH RATING WILL BE,
REDUCED, OR QUALIFIED OR WITHDRAWN.
(B)
THE ISSUER, OR THE COLLATERAL MANAGER ON BEHALF OF THE ISSUER, SHALL
PROVIDE THE RATING AGENCIES WITH ALL INFORMATION AND REPORTS DELIVERED TO THE
TRUSTEE HEREUNDER, AND SHALL PROVIDE TO FITCH ON A QUARTERLY BASIS, (I) THE
OPERATING STATEMENT ANALYSIS REPORT FOR EACH APPLICABLE COLLATERAL DEBT
OBLIGATION, AND (II) THE FILE, SHOWN IN EXHIBIT O ATTACHED HERETO, IN EXCEL
FORMAT.
(C)
ALL ADDITIONAL REPORTS TO BE SENT TO THE RATING AGENCIES PURSUANT TO
CLAUSE (A) ABOVE SHALL BE REVIEWED PRIOR TO SUCH TRANSMISSION BY THE COLLATERAL
MANAGER.
SECTION 10.13
UNITED STATES FEDERAL INCOME TAX REPORTING.
(A)
IF THE CLASS K NOTES (OR ANY OTHER NOTES) ARE DEEMED EQUITY FOR U.S.
FEDERAL INCOME TAX PURPOSES, THE COLLATERAL MANAGER SHALL PROVIDE TO THE
TRUSTEE, FOR FURTHER DELIVERY TO THE HOLDERS OF THE CLASS K NOTES (OR ANY OTHER
NOTES DEEMED EQUITY FOR U.S. FEDERAL INCOME TAX PURPOSES), INFORMATION AS THE
COLLATERAL MANAGER MAY POSSESS NECESSARY FOR A HOLDER OF CLASS K NOTES (OR ANY
OTHER NOTES DEEMED EQUITY FOR U.S. FEDERAL INCOME TAX PURPOSES) TO MAKE AN
ELECTION TO TREAT THE ISSUER AS A QUALIFIED ELECTING FUND UNDER SECTION 1295 OF
THE CODE, AND FOR SUCH HOLDER TO FILE RETURNS CONSISTENT WITH SUCH ELECTION.
The Issuer shall provide the Trustee with such information as is required for
the Trustee to perform its obligations under this Section 10.13.
195
SECTION 10.14
CERTAIN PROCEDURES.
(A)
FOR SO LONG AS THE NOTES MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH
RULE 144A OR ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE
ISSUER (OR THE COLLATERAL MANAGER ON BEHALF OF THE ISSUER) WILL ENSURE THAT ANY
BLOOMBERG SCREEN CONTAINING INFORMATION ABOUT THE RULE 144A GLOBAL NOTES
INCLUDES THE FOLLOWING (OR SIMILAR) LANGUAGE:
(I)
THE "NOTE BOX" ON THE BOTTOM OF THE "SECURITY DISPLAY" PAGE
DESCRIBING THE RULE 144A GLOBAL NOTES WILL STATE: "ISS'D UNDER 144A/3C7";
(II)
THE "SECURITY DISPLAY" PAGE WILL HAVE THE FLASHING RED INDICATOR
"SEE OTHER AVAILABLE INFORMATION"; AND
(III)
THE INDICATOR WILL LINK TO THE "ADDITIONAL SECURITY INFORMATION"
PAGE, WHICH WILL STATE THAT THE NOTES "ARE BEING OFFERED IN RELIANCE ON THE
EXEMPTION FROM REGISTRATION UNDER RULE 144A OF THE SECURITIES ACT TO PERSONS WHO
ARE BOTH (I) QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) AND (II) QUALIFIED PURCHASERS (AS DEFINED UNDER SECTION 3(C)(7)
UNDER THE INVESTMENT COMPANY ACT OF 1940).
(B)
FOR SO LONG AS THE RULE 144A GLOBAL NOTES ARE REGISTERED IN THE NAME OF
DTC OR ITS NOMINEE, THE ISSUER (OR THE COLLATERAL MANAGER ON BEHALF OF THE
ISSUER) WILL INSTRUCT DTC TO TAKE THESE OR SIMILAR STEPS WITH RESPECT TO THE
RULE 144A GLOBAL NOTES:
(I)
THE DTC 20-CHARACTER SECURITY DESCRIPTOR AND 48-CHARACTER
ADDITIONAL DESCRIPTOR WILL INDICATE WITH MARKER "3C7" THAT SALES ARE LIMITED TO
(I) QIBS AND (II) QUALIFIED PURCHASERS;
(II)
WHERE THE DTC DELIVER ORDER TICKET SENT