THE RISKS
AND BURDENS OF ITS INVESTMENT IN THE SUBCLASS A-1 NOTE AND IS AWARE THAT AN
EARLY REDEMPTION OF THE SUBCLASS A-1 NOTE MAY OCCUR AND THAT NO PREMIUM WILL BE
PAID UPON ANY EARLY REDEMPTION.
SECTION 5.04.
INVESTMENT COMPANY ACT.
(A)
NEITHER OF THE SUBCLASS A-1 NOTE PURCHASER
NOR THE PURCHASER'S AGENT IS REQUIRED TO REGISTER AS AN "INVESTMENT COMPANY" NOR
IS EITHER OF THE SUBCLASS A-1 NOTE PURCHASER OR THE PURCHASER'S AGENT CONTROLLED
BY AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT.
(B)
THE SUBCLASS A-1 NOTE PURCHASER AND THE
PURCHASER'S 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, THE SUBCLASS A-1 NOTE PURCHASER REPRESENTS THAT IT
CONSTITUTES NO MORE THAN SEVEN "BENEFICIAL OWNERS" OF THE SUBCLASS A-1 NOTE FOR
PURPOSES OF SECTION 3(C)(1) OF THE INVESTMENT COMPANY ACT.
THE SUBCLASS A-1
NOTE PURCHASER FURTHER REPRESENTS THAT:
(I) IT IS INVESTING NO MORE THAN 40% OF
ITS ASSETS IN THE SUBCLASS A-1 NOTE; (II) IT WAS NOT FORMED FOR THE PURPOSE OF
INVESTING IN THE SUBCLASS A-1 NOTE; (III) (A) THE SHAREHOLDERS, PARTNERS OR
OTHER HOLDERS OF EQUITY OR BENEFICIAL INTERESTS IN THE SUBCLASS A-1 NOTE
PURCHASER ARE NOT ABLE TO DECIDE INDIVIDUALLY WHETHER TO ACQUIRE THE SUBCLASS
A-1 NOTE 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 A-1 NOTE IN A PRINCIPAL AMOUNT OF NOT LESS
THAN THE MINIMUM DENOMINATIONS SET FORTH IN THE INDENTURE; AND (V) IT IS
ACQUIRING THE SUBCLASS A-1 NOTE FOR INVESTMENT AND NOT FOR SALE IN CONNECTION
WITH ANY DISTRIBUTION THEREOF.
THE SUBCLASS A-1 NOTE PURCHASER FURTHER
UNDERSTANDS AND AGREES THAT IT WILL NOT PERMITTED TO TRANSFER ANY OR ALL OF THE
SUBCLASS A-1 NOTE 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 A-1
NOTE FOR THE BENEFIT OF ANY PERSON OR ACCOUNT AND IT WILL BE THE SOLE
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beneficial owner of the Subclass A-1 Note 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