Common use of INITIAL AFFILIATE INVESTMENT INSTRUMENTS Clause in Contracts

INITIAL AFFILIATE INVESTMENT INSTRUMENTS. (a) All Partnership funds will be invested in the securities of Investment Affiliates (the "Affiliate Investment Instruments") and Eligible Debt Securities. No more than 99% of the Initial Partnership Proceeds will be used by the Partnership to purchase the Initial Debentures meeting the criteria set forth in this Section 7.1. The remaining funds from the Initial Partnership Proceeds will be used to purchase Eligible Debt Securities in accordance with the terms of this Agreement. (b) The Partnership shall apply approximately 99% of the Initial Partnership Proceeds to purchase (1) a debt instrument of the Company (the "Initial Company Debenture") and (2) debt instruments of one or more eligible controlled affiliates of the Company (such debt instruments collectively referred to as the "Initial Affiliate Debentures"). The Initial Company Debenture and the Initial Affiliate Debentures are collectively referred to as the "Initial Debentures". The Initial Affiliate Debentures may each contain a provision that allows an affiliate of the issuer of such Debenture to assume the obligations of such issuer subject to certain conditions. The Partnership may purchase the Initial Debentures only upon receipt of an opinion of the Independent Financial Advisor to the effect that (i) if such Initial Debentures were to be rated, at least one Rating Agency would rate all the Initial Debentures investment grade at the time such Initial Debentures are purchased by the Partnership, (ii) the Company and each Investment Affiliate which is a subsidiary of the Company would have been capable of issuing and selling debt instruments with the same terms and conditions as the applicable Initial Debentures to unrelated third party investors, (iii) the terms and conditions of the Initial Debentures are consistent with the terms and conditions of a public offering or a private placement pursuant to Rule 144A under the Securities Act of 1933 of such Initial Debentures and are no more favorable to the relevant Investment Affiliate than could have been obtained by such Investment Affiliate from unrelated third party investors pursuant to such a public offering or private placement of such Initial Debentures. On the Closing Date, the Partnership shall invest at least 1% of such Initial Partnership Proceeds in Eligible Debt Securities. The terms of the Initial Debentures will be as set forth in the Indentures attached hereto as Exhibits A and B.

INITIAL AFFILIATE INVESTMENT INSTRUMENTS. (a) All Partnership funds will be invested in the securities of Investment Affiliates (the "Affiliate Investment Instruments") and Eligible Debt Securities. No more than 99% of the Initial Partnership Proceeds will be used by the Partnership to purchase the Initial Debentures meeting the criteria set forth in this Section 7.1. The remaining funds from the Initial Partnership Proceeds will be used to purchase Eligible Debt Securities in accordance with the terms of this Agreement. (b) The Partnership shall apply approximately 99% of the Initial Partnership Proceeds to purchase (1) a debt instrument of the Company (the "Initial Company Debenture") and (2) debt instruments of one or more eligible controlled affiliates of the Company (such debt instruments collectively referred to as the "Initial Affiliate Debentures"). The Initial Company Debenture and the Initial Affiliate Debentures are collectively referred to as the "Initial Debentures". The Initial Affiliate Debentures may each contain a provision that allows an affiliate of the issuer of such Debenture to assume the obligations of such issuer subject to certain conditions. The Partnership may purchase the Initial Debentures only upon receipt of an opinion of the Independent Financial Advisor to the effect that (i) if such Initial Debentures were to be rated, at least one Rating Agency would rate all the Initial Debentures investment grade at the time such Initial Debentures are purchased by the Partnership, (ii) the Company and each Investment Affiliate which is a subsidiary of the Company would have been capable of issuing and selling debt instruments with the same terms and conditions as the applicable Initial Debentures to unrelated third party investors, (iii) the terms and conditions of the Initial Debentures are consistent with the terms and conditions of a public offering or a private placement pursuant to Rule 144A under the Securities Act of 1933 of such Initial Debentures and are no more favorable to the relevant Investment Affiliate than could have been obtained by such Investment Affiliate from unrelated third party investors pursuant to such a public offering or private placement of such Initial Debentures. On the Closing Date, the Partnership shall invest at least 1% of such Initial Partnership Proceeds in Eligible Debt Securities. The terms of the Initial Debentures will be as set forth in the Indentures attached hereto as Exhibits A and B.

INITIAL AFFILIATE INVESTMENT INSTRUMENTS. (a) All Partnership funds will be invested in the securities of Investment Affiliates (the "Affiliate Investment Instruments") and Eligible Debt Securities. No more than 99% of the Initial Partnership Proceeds will be used by the Partnership to purchase the Initial Debentures meeting the criteria set forth in this Section 7.1. The remaining funds from the Initial Partnership Proceeds will be used to purchase Eligible Debt Securities in accordance with the terms of this Agreement. (b) The Partnership shall apply approximately 99% of the Initial Partnership Proceeds to purchase (1) a debt instrument of the Company (the "Initial Company Debenture") in the aggregate principal amount of $_____________ ______________ and (2) debt instruments of one or more eligible controlled affiliates of the Company (such debt instruments collectively referred to as the "Initial Affiliate Debentures"). The Initial Company Debenture and the Initial Affiliate Debentures are collectively referred to as the "Initial Debentures". The Initial Affiliate Debentures may each contain a provision that allows an affiliate of the issuer of such Debenture to assume the obligations of such issuer subject to certain conditions. The Partnership may purchase the Initial Debentures only upon receipt of an opinion of the Independent Financial Advisor to the effect that (i) if such Initial Debentures were to be rated, at least one Rating Agency would rate all the Initial Debentures investment grade at the time such Initial Debentures are purchased by the Partnership, (ii) the Company and each Investment Affiliate which is a subsidiary of the Company would have been capable of issuing and selling debt instruments with the same terms and conditions as the applicable Initial Debentures to unrelated third party investors, (iii) the terms and conditions of the Initial Debentures are consistent with the terms and conditions of a public offering or a private placement pursuant to Rule 144A under the Securities Act of 1933 of such Initial Debentures and are no more favorable to the relevant Investment Affiliate than could have been obtained by such Investment Affiliate from unrelated third party investors pursuant to such a public offering or private placement of such Initial Debentures. On the Closing Date, the Partnership shall invest at least 1% of such Initial Partnership Proceeds in Eligible Debt Securities. The terms of the Initial Debentures will be as set forth in the Indentures attached hereto as Exhibits A and B.

INITIAL AFFILIATE INVESTMENT INSTRUMENTS. (a) All Partnership funds will be invested in the securities of Investment Affiliates (the "Affiliate Investment Instruments") and Eligible Debt Securities. No more than 99% of the Initial Partnership Proceeds will be used by the Partnership to purchase the Initial Debentures meeting the criteria set forth in this Section 7.1. The remaining funds from the Initial Partnership Proceeds will be used to purchase Eligible Debt Securities in accordance with the terms of this Agreement. (b) The Partnership shall apply approximately 99% of the Initial Partnership Proceeds to purchase (1) a debt instrument of the Company (the "Initial Company Debenture") in the aggregate principal amount of approximately $136,450,000 and (2) debt instruments of one or more eligible controlled affiliates two wholly owned United States subsidiaries of the Company totaling approximately $43,672,000 (such debt instruments collectively referred to as the "Initial Affiliate Debentures"). The Initial Company Debenture and the Initial Affiliate Debentures are collectively referred to as the "Initial Debentures". The Initial Affiliate Debentures may each contain a provision that allows an affiliate of the issuer of such Debenture to assume the obligations of such issuer subject to certain conditions. ." The Partnership may purchase the Initial Debentures only upon receipt of an opinion of the Independent Financial Advisor to the effect that (i) if such Initial Debentures were to be rated, at least one Rating Agency would rate all the Initial Debentures investment grade at the time such Initial Debentures are purchased by the Partnership, (ii) the Company and each Investment Affiliate which is a subsidiary of the Company would have been capable of issuing and selling debt instruments with the same terms and conditions as the applicable Initial Debentures to unrelated third party investors, (iii) the terms and conditions of the Initial Debentures are consistent with the terms and conditions of taken as a public offering or a private placement pursuant to Rule 144A under the Securities Act of 1933 of such Initial Debentures and whole are no more favorable to the relevant Investment Affiliate than could have been obtained by such Investment Affiliate from unrelated third party investors pursuant to such a public offering or a private placement pursuant to Rule 144A under the Securities Act of 1933 of such Initial Debentures. On the Closing Date, the Partnership shall invest at least 1% of such Initial Partnership Proceeds in Eligible Debt Securities. The terms of the Initial Debentures will be as set forth in the Indentures attached hereto as Exhibits A and B.

INITIAL AFFILIATE INVESTMENT INSTRUMENTS. (a) All Partnership funds will be invested in the securities of Investment Affiliates (the "Affiliate Investment Instruments") and Eligible Debt Securities. No more than 99% of the Initial Partnership Proceeds will be used by the Partnership to purchase the Initial Debentures Deben- tures meeting the criteria set forth in this Section 7.1. The remaining funds from the Initial Partnership Proceeds will be used to purchase Eligible Debt Securities in accordance with the terms of this Agreement. (b) The Partnership shall apply approximately 99% of the Initial Ini- tial Partnership Proceeds to purchase (1) a debt instrument of the Company (the "Initial Company Debenture") and (2) debt instruments of one or more eligible controlled affiliates of the Company (such debt instruments in- struments collectively referred to as the "Initial Affiliate DebenturesDeben- tures"). The Initial Company Debenture and the Initial Affiliate Debentures Deben- tures are collectively referred to as the "Initial Debentures". The Initial Affiliate Debentures may each contain a provision that allows an affiliate of the issuer of such Debenture to assume the obligations of such issuer subject to certain conditions. The Partnership may purchase the Initial Debentures only upon receipt of an opinion of the Independent Inde- pendent Financial Advisor to the effect that (i) if such Initial Debentures were to be rated, at least one Rating Agency would rate all the Initial Debentures investment grade at the time such Initial Debentures are purchased by the Partnership, (ii) the Company and each Investment Affiliate which is a subsidiary of the Company would have been capable of issuing and selling debt instruments with the same terms and conditions as the applicable Initial Debentures to unrelated third party investors, (iii) the terms and conditions of the Initial Debentures are consistent with the terms and conditions of a public offering or a private placement pursuant to Rule 144A under the Securities Act of 1933 of such Initial Debentures and are no more favorable favor- able to the relevant Investment Affiliate than could have been obtained by such Investment Affiliate from unrelated third party investors pursuant to such a public offering or private placement of such Initial Debentures. On the Closing Date, the Partnership shall invest at least 1% of such Initial Partnership Proceeds in Eligible Debt Securities. The terms of the Initial Debentures will be as set forth in the Indentures attached hereto as Exhibits A and B.

INITIAL AFFILIATE INVESTMENT INSTRUMENTS. (a) All Partnership funds will be invested in the subordinated debt securities of Investment Affiliates (the "Affiliate Investment Instruments") and Eligible Debt Securities. No more than 99__% of the Initial Partnership Proceeds will be used by the Partnership to purchase the Initial Debentures meeting the criteria set forth in this Section 7.1. The remaining funds from the Initial Partnership Proceeds will be used to purchase Eligible Debt Securities in accordance with the terms of this Agreement. (b) The Partnership shall apply approximately 99__% of the Initial Partnership Proceeds to purchase (1) a debt instrument of the Company (the "Initial Company Debenture") and (2) subordinated debt instruments of one or more eligible controlled affiliates of the Company (such debt instruments collectively referred to as the "Initial Affiliate Debentures"). The Initial Company Debenture and the Initial Affiliate Debentures are collectively referred to as the "Initial Debentures". The Initial Affiliate Debentures may each contain a provision that allows an affiliate of the issuer of such Debenture to assume the obligations of such issuer subject to certain conditions. The Partnership may purchase the Initial Debentures only upon receipt of an opinion of the Independent Financial Advisor to the effect that (i) if such Initial Debentures were to be rated, at least one Rating Agency would rate all the Initial Debentures investment grade at the time such Initial Debentures are purchased by the Partnership, (ii) the Company and each Investment Affiliate which is a subsidiary of the Company would have been capable of issuing and selling debt instruments with the same terms and conditions as the applicable Initial Debentures to unrelated third party investors, (iii) the terms and conditions of the Initial Debentures are consistent with the terms and conditions of a public offering or a private placement pursuant to Rule 144A under the Securities Act of 1933 of such Initial Debentures and are no more favorable to the relevant Investment Affiliate than could have been obtained by such Investment Affiliate from unrelated third party investors pursuant to such a public offering or private placement of such Initial Debentures. On the Closing Date, the Partnership shall invest at least 1__% of such Initial Partnership Proceeds in Eligible Debt Securities. The terms of the Initial Debentures will be as set forth in the Indentures Indenture attached hereto as Exhibits A and B.A.

INITIAL AFFILIATE INVESTMENT INSTRUMENTS. (a) All Partnership funds will be invested in the securities of Investment Affiliates (the "Affiliate Investment Instruments") and Eligible Debt Securities. No more than 99% of the Initial Partnership Proceeds will be used by the Partnership to purchase the Initial Debentures meeting the criteria set forth in this Section 7.1. The remaining funds from the Initial Partnership Proceeds will be used to purchase Eligible Debt Securities in accordance with the terms of this Agreement. (b) The Partnership shall apply approximately 99% of the Initial Partnership Proceeds to purchase (1) a debt instrument of the Company (the "Initial Company Debenture") in the aggregate principal amount of approximately $______________ and (2) debt instruments of one or more eligible controlled affiliates two wholly owned United States subsidiaries of the Company totalling approximately $___________ (such debt instruments collectively referred to as the "Initial Affiliate Debentures"). The Initial Company Debenture and the Initial Affiliate Debentures are collectively referred to as the "Initial Debentures". The Initial Affiliate Debentures may each contain a provision that allows an affiliate of the issuer of such Debenture to assume the obligations of such issuer subject to certain conditions. ." The Partnership may purchase the Initial Debentures only upon receipt of an opinion of the Independent Financial Advisor to the effect that (i) if such Initial Debentures were to be rated, at least one Rating Agency would rate all the Initial Debentures investment grade at the time such Initial Debentures are purchased by the Partnership, (ii) the Company and each Investment Affiliate which is a subsidiary of the Company would have been capable of issuing and selling debt instruments with the same terms and conditions as the applicable Initial Debentures to unrelated third party investors, (iii) the terms and conditions of the Initial Debentures are consistent with the terms and conditions of taken as a public offering or a private placement pursuant to Rule 144A under the Securities Act of 1933 of such Initial Debentures and whole are no more favorable to the relevant Investment Affiliate than could have been obtained by such Investment Affiliate from unrelated third party investors pursuant to such a public offering or a private placement pursuant to Rule 144A under the Securities Act of 1933 of such Initial Debentures. On the Closing Date, the Partnership shall invest at least 1% of such Initial Partnership Proceeds in Eligible Debt Securities. The terms of the Initial Debentures will be as set forth in the Indentures attached hereto as Exhibits A and B.

INITIAL AFFILIATE INVESTMENT INSTRUMENTS. (a) All Partnership funds will be invested in the securities subordinated debt securities, including the Initial Debentures, of Investment Affiliates Affiliates, or beneficial interests therein (the "Affiliate Investment Instruments") ), and Eligible Debt Securities. No more than 99% of the Initial Partnership Proceeds will be used by the Partnership to purchase the Initial Debentures meeting the criteria set forth in this Section 7.1. The remaining funds from the Initial Partnership Proceeds will be used to purchase Eligible Debt Securities in accordance with the terms of this Agreement. (b) The Partnership shall apply approximately 99% of the Initial Partnership Proceeds to purchase (1) a beneficial interests in subordinated debt instrument securities of the Company (the "Initial Company Debenture") and (2) debt instruments of one two or more eligible controlled affiliates of the Company Investment Affiliates (such debt instruments collectively referred to as the "Initial Affiliate Debentures"). The Initial Company Debenture and the Initial Affiliate Debentures are securities collectively referred to as the "Initial Debentures". The Initial Affiliate Debentures may each contain a provision that allows an affiliate of the issuer of such Debenture to assume the obligations of such issuer subject to certain conditions). The Partnership may purchase the beneficial interests in Initial Debentures only upon receipt of an opinion of the Independent Financial Advisor to the effect that (i) if such Initial Debentures were to be rated, at least one Rating Agency would rate all the Initial Debentures investment grade in one of its four (4) highest generic rating categories at the time such Initial Debentures are purchased by the Partnership, (ii) the Company and each Investment Affiliate which is a subsidiary of the Company would have been capable capable, if supported by a full and unconditional guarantee from the Company comparable to an Investment Guarantee, of issuing and selling debt instruments with the same terms and conditions as the applicable Initial Debentures to unrelated third party investors, (iii) the financial terms and conditions of the Initial Debentures are consistent with the terms and conditions of a public offering or a private placement pursuant to Rule 144A under the Securities Act of 1933 of such Initial Debentures and are no more favorable to the relevant Investment Affiliate than could have been obtained by such Investment Affiliate from unrelated third party investors pursuant to such a public offering or private placement of such Initial Debentures. On the Closing Date, the Partnership shall invest at least approximately 1% of such the Initial Partnership Proceeds in Eligible Debt Securities. The terms of the Initial Debentures will be as set forth in in, or pursuant to, the Indentures attached hereto as Exhibits A and B.Indentures.

INITIAL AFFILIATE INVESTMENT INSTRUMENTS. (a) All Partnership funds will be invested in the securities subordinated debt securities, including the Initial Debentures, of Investment Affiliates Affiliates, or beneficial interests therein (the "Affiliate Investment Instruments") ), and Eligible Debt Securities. No more than 99__% of the Initial Partnership Proceeds will be used by the Partnership to purchase the Initial Debentures meeting the criteria set forth in this Section 7.1. The remaining funds from the Initial Partnership Proceeds will be used to purchase Eligible Debt Securities in accordance with the terms of this Agreement. (b) The Partnership shall apply approximately 99__% of the Initial Partnership Proceeds to purchase (1) a beneficial interests in subordinated debt instrument securities of the Company (the "Initial Company Debenture") and (2) debt instruments of one two or more eligible controlled affiliates of the Company Investment Affiliates (such debt instruments collectively referred to as the "Initial Affiliate Debentures"). The Initial Company Debenture and the Initial Affiliate Debentures are securities collectively referred to as the "Initial Debentures"). The Initial Affiliate Debentures may each contain a provision that allows an affiliate of the issuer of such Debenture to assume the obligations of such issuer subject to certain conditions. The Partnership may purchase the beneficial interests in Initial Debentures only upon receipt of an opinion of the Independent Financial Advisor to the effect that (i) if such Initial Debentures were to be rated, at least one Rating Agency would rate all the Initial Debentures investment grade at the time such Initial Debentures are purchased by the Partnership, (ii) the Company and each Investment Affiliate which is a subsidiary of the Company would have been capable capable, if supported by a full and unconditional guarantee from the Company comparable to an Investment Guarantee, of issuing and selling debt instruments with the same terms and conditions as the applicable Initial Debentures to unrelated third party investors, (iii) the financial terms and conditions of the Initial Debentures are consistent with the terms and conditions of a public offering or a private placement pursuant to Rule 144A under the Securities Act of 1933 of such Initial Debentures and are no more favorable to the relevant Investment Affiliate than could have been obtained by such Investment Affiliate from unrelated third party investors pursuant to such a public offering or private placement of such Initial Debentures. On the Closing Date, the Partnership shall invest at least 1approximately __% of such the Initial Partnership Proceeds in Eligible Debt Securities. The terms of the Initial Debentures will be as set forth in in, or pursuant to, the Indentures attached hereto as Exhibits A and B.Indentures.

INITIAL AFFILIATE INVESTMENT INSTRUMENTS. (a) All Partnership funds will be invested in the securities of Investment Affiliates (the "Affiliate Investment Instruments") and Eligible Debt Securities. No more than 99% of the Initial Partnership Proceeds will be used by the Partnership to purchase the Initial Debentures meeting the criteria set forth in this Section 7.1. The remaining funds from the Initial Partnership Proceeds will be used to purchase Eligible Debt Securities in accordance with the terms of this Agreement. (b) The Partnership shall apply approximately 99% of the Initial Partnership Proceeds to purchase (1) a debt instrument of the Company (the "Initial Company Debenture") in the aggregate principal amount of approximately $181,926,000 and (2) debt instruments of one or more eligible controlled affiliates two wholly owned United States subsidiaries of the Company totalling approximately $58,216,000 (such debt instruments collectively referred to as the "Initial Affiliate Debentures"). The Initial Company Debenture and the Initial Affiliate Debentures are collectively referred to as the "Initial Debentures". The Initial Affiliate Debentures may each contain a provision that allows an affiliate of the issuer of such Debenture to assume the obligations of such issuer subject to certain conditions. ." The Partnership may purchase the Initial Debentures only upon receipt of an opinion of the Independent Financial Advisor to the effect that (i) if such Initial Debentures were to be rated, at least one Rating Agency would rate all the Initial Debentures investment grade at the time such Initial Debentures are purchased by the Partnership, (ii) the Company and each Investment Affiliate which is a subsidiary of the Company would have been capable of issuing and selling debt instruments with the same terms and conditions as the applicable Initial Debentures to unrelated third party investors, (iii) the terms and conditions of the Initial Debentures are consistent with the terms and conditions of taken as a public offering or a private placement pursuant to Rule 144A under the Securities Act of 1933 of such Initial Debentures and whole are no more favorable to the relevant Investment Affiliate than could have been obtained by such Investment Affiliate from unrelated third party investors pursuant to such a public offering or a private placement pursuant to Rule 144A under the Securities Act of 1933 of such Initial Debentures. On the Closing Date, the Partnership shall invest at least 1% of such Initial Partnership Proceeds in Eligible Debt Securities. The terms of the Initial Debentures will be as set forth in the Indentures attached hereto as Exhibits A and B.

INITIAL AFFILIATE INVESTMENT INSTRUMENTS. (a) All Partnership funds will be invested in the securities of Investment Affiliates (the "Affiliate Investment Instruments") and Eligible Debt Securities. No more than 99% of the Initial Partnership Proceeds will be used by the Partnership to purchase the Initial Debentures meeting the criteria set forth in this Section 7.1. The remaining funds from the Initial Partnership Proceeds will be used to purchase Eligible Debt Securities in accordance with the terms of this Agreement. (b) The Partnership shall apply approximately 99% of the Initial Partnership Proceeds to purchase (1) a debt instrument of the Company (the "Initial Company Debenture") in the aggregate principal amount of $___________ and (2) a debt instruments instrument of one or more eligible controlled affiliates a wholly owned United States subsidiary of the Company and a debt instrument of a second wholly owned United States subsid- iary of the Company (such debt instruments collectively referred to as the "Initial Affiliate Debentures"). The Initial Company Debenture and the Initial Affiliate Debentures are collectively referred to as the "Initial Debentures". The Initial Affiliate Debentures may each contain a provision that allows an affiliate of the issuer of such Debenture to assume the obligations of such issuer subject to certain conditions. The Partnership may purchase the Initial Debentures only upon receipt of an opinion of the Independent Financial Advisor to the effect that (i) if such Initial Debentures were to be rated, at least one Rating Agency would rate all the Initial Debentures investment grade at the time such Initial Debentures are purchased by the Partnership, (ii) the Company and each Investment Affiliate which is a subsidiary of the Company would have been capable of issuing and selling debt instruments with the same terms and conditions as the applicable Initial Debentures to unrelated third party investors, (iii) the terms and conditions of the Initial Debentures are consistent with the terms and conditions of a public offering or a private placement pursuant to Rule 144A under the Securities Act of 1933 of such Initial Debentures and are no more favorable to the relevant Investment Affiliate than could have been obtained by such Investment Affiliate from unrelated third party investors pursuant to such a public offering or private placement of such Initial Debentures. On the Closing Date, the Partnership shall invest at least 1% of such Initial Partnership Proceeds in Eligible Debt Securities. The terms of the Initial Debentures will be as set forth in the Indentures attached hereto as Exhibits A and B.

INITIAL AFFILIATE INVESTMENT INSTRUMENTS. (a) All Partnership funds will be invested in the debt securities of Investment Affiliates (the "Affiliate Investment Instruments") and Eligible Debt Securities. No more than 99% of the Initial Partnership Proceeds will be used by the Partnership to purchase the Initial Debentures meeting the criteria set forth in this Section 7.1. The remaining funds from the Initial Partnership Proceeds will be used to purchase Eligible Debt Securities in accordance with the terms of this Agreement. (b) The Partnership shall apply approximately 99% of the Initial Partnership Proceeds to purchase (1) a debt instrument of the Company (the "Initial Company Debenture") and (2) debt instruments of one or more eligible controlled affiliates of the Company (such debt instruments collectively referred to as the "Initial Affiliate Debentures"). The Initial Company Debenture and the Initial Affiliate Debentures are collectively referred to as the "Initial Debentures". The Initial Affiliate Debentures may each contain a provision that allows an affiliate of the issuer of such Debenture to assume the obligations of such issuer subject to certain conditions. The Partnership may purchase the Initial Debentures only upon receipt of an opinion of the Independent Financial Advisor to the effect that (i) if such Initial Debentures were to be rated, at least one Rating Agency would rate all the Initial Debentures investment grade at the time such Initial Debentures are purchased by the Partnership, (ii) the Company and each Investment Affiliate which is a subsidiary of the Company would have been capable of issuing and selling debt instruments with the same terms and conditions as the applicable Initial Debentures to unrelated third party investors, (iii) the terms and conditions of the Initial Debentures are consistent with the terms and conditions of a public offering or a private placement pursuant to Rule 144A under the Securities Act of 1933 of such Initial Debentures and are no more favorable to the relevant Investment Affiliate than could have been obtained by such Investment Affiliate from unrelated third party investors pursuant to such a public offering or private placement of such Initial Debentures. On the Closing Date, the Partnership shall invest at least 1% of such Initial Partnership Proceeds in Eligible Debt Securities. The terms of the Initial Debentures will be as set forth in the Indentures attached hereto as Exhibits A and B.