Common use of REINVESTMENT OF PAYMENTS RECEIVED BY THE PARTNERSHIP Clause in Contracts

REINVESTMENT OF PAYMENTS RECEIVED BY THE PARTNERSHIP. (a) The Partnership must at all times invest an amount equal to at least 1% of the Initial Partnership Proceeds in Eligible Debt Securities. (b) The Partnership may reinvest any payments it receives in respect of its investments in (i) Eligible Debt Securities without limitation or (ii) additional Affiliate Investment Instruments but only upon (A) the acceptance of a written offer setting forth the terms and conditions on which an Investment Affiliate would be willing to issue an Affiliate Investment Instrument to the Partnership (an "Investment Offer") and (B) the receipt of an opinion of the Independent Financial Advisor that the terms of such Affiliate Investment Instrument set forth in such Investment Offer satisfy the Reinvestment Criteria (as defined below). (c) If the Independent Financial Advisor determines that the terms of an Affiliate Investment Instrument (as set forth in the Investment Offer) do not satisfy the Reinvestment Criteria, the Partnership shall be prohibited from making any investment in such Affiliate Investment Instrument. (d) Each Affiliate Investment Instrument shall satisfy the following criteria (the "Reinvestment Criteria"): (i) the economic terms of each Affiliate Investment Instrument shall be no less favorable to the Partnership than terms that would otherwise be obtainable through a public offering or private placement under Rule 144A of the Securities Act of 1933 of securities by the requesting Investment Affiliate and the other terms and conditions of each Affiliate Reinvestment Instrument are substantially similar to the terms and conditions of similar securities and guarantees, if any, included therein, that are offered to the public in a public offering or private placement under Rule 144A of the Securities Act of 1933 of such securities; (ii) the Partnership shall not have held any Affiliate Investment Instruments of the Investment Affiliate submitting the Investment Offer within the three-year period ending on the date of the Investment Offer; (iii) there shall not have been a default on any debt obligation of the Investment Affiliate submitting the Investment Offer that was owned by the Partnership; (iv) no dividend arrearages shall have existed on any preferred stock of the Investment Affiliate submitting the Investment Offer that was owned by the Partnership; and (v) the Investment Affiliate submitting the Investment Offer shall not be deemed to be an investment company by reason of Section 3(a) or 3(b) of the 1940 Act or is otherwise an eligible recipient of funds directly or indirectly from the Trust pursuant to an order issued by the Securities and Exchange Commission. (e) Any payments received by the Partnership in respect of its investments that are not invested in additional Affiliate Investment Instruments, may be reinvested only in Eligible Debt Securities (subject to restrictions of applicable law, including the 1940 Act).

REINVESTMENT OF PAYMENTS RECEIVED BY THE PARTNERSHIP. (a) The Partnership must at all times invest an amount equal to at least 1% of the Initial Partnership Proceeds in Eligible Debt Securities. (b) The Partnership may reinvest any payments it receives in respect of its investments in (i) Eligible Debt Securities without limitation or (ii) additional Affiliate Investment Instruments but only upon (A) the acceptance of a written offer setting forth the terms and conditions on which an Investment Affiliate would be willing to issue an Affiliate Investment Instrument to the Partnership (an "Investment Offer") and (B) the receipt of an opinion of the Independent Financial Advisor that the terms of such Affiliate Investment Instrument set forth in such Investment Offer satisfy the Reinvestment Criteria (as defined below). (c) If the Independent Financial Advisor determines that the terms of an Affiliate Investment Instrument (as set forth in the Investment Offer) do not satisfy the Reinvestment Criteria, the Partnership shall be prohibited from making any investment in such Affiliate Investment Instrument. (d) Each Affiliate Investment Instrument shall satisfy the following criteria (the "Reinvestment Criteria"): (i) the economic terms of each Affiliate Investment Instrument shall be no less favorable to the Partnership than terms that would otherwise be obtainable through a public offering or private placement under Rule 144A of the Securities Act of 1933 of securities by the requesting Investment Affiliate and the other terms and conditions of each Affiliate Reinvestment Instrument are substantially similar to the terms and conditions of similar securities and guarantees, if any, included therein, that are offered to the public in a public offering or private placement under Rule 144A of the Securities Act of 1933 of such securities; (ii) the Partnership shall not have held any Affiliate Investment Instruments of the Investment Affiliate submitting the Investment Offer within the three-year period ending on the date of the Investment Offer; (iii) there shall not have been a default on any debt obligation of the Investment Affiliate submitting the Investment Offer that was owned by the Partnership; (iv) no dividend arrearages shall have existed on any preferred stock equity security of the Investment Affiliate submitting the Investment Offer that was owned by the Partnership; and (v) the Investment Affiliate submitting the Investment Offer shall not be deemed to be an investment company by reason of Section 3(a) or 3(b) of the 1940 Act or is otherwise an eligible recipient of funds directly or indirectly from the Trust pursuant to an order issued by the Securities and Exchange CommissionAct. (e) Any payments received by the Partnership in respect of its investments that are not invested in additional Affiliate Investment Instruments, may be reinvested only in Eligible Debt Securities (subject to restrictions of applicable law, including the 1940 Act).

REINVESTMENT OF PAYMENTS RECEIVED BY THE PARTNERSHIP. (a) The Partnership must at all times invest an amount equal to at least 1% of the Initial Partnership Proceeds in Eligible Debt Securities. (b) The Partnership may reinvest any payments it receives in respect of its investments in (i) Eligible Debt Securities without limitation or (ii) additional Affiliate Investment Instruments but only upon (A) the acceptance of a written offer setting forth the terms and conditions on which an Investment Affiliate would be willing to issue an Affiliate Investment Instrument to the Partnership (an "Investment OfferINVESTMENT OFFER") and (B) the receipt of an opinion of the Independent Financial Advisor that the terms of such Affiliate Investment Instrument set forth in such Investment Offer satisfy the Reinvestment Criteria (as defined below). (c) If the Independent Financial Advisor determines that the terms of an Affiliate Investment Instrument (as set forth in the Investment Offer) do not satisfy the Reinvestment Criteria, the Partnership shall be prohibited from making any the requested investment in such Affiliate Investment Instrument. (d) Each Affiliate Investment Instrument shall satisfy the following criteria (the "Reinvestment CriteriaREINVESTMENT CRITERIA"): (i) the economic applicable financial terms and conditions of each the proposed Affiliate Investment Instrument taken as a whole shall have been determined by the Independent Financial Advisor to be no less at least as favorable to as the terms and conditions which could be obtained by the Partnership than terms that would otherwise be obtainable through in a contemporaneous public offering or private placement under Rule 144A of the Securities Act of 1933 of securities a comparable security that is supported by the requesting Investment Affiliate a full and the other terms and conditions of each Affiliate Reinvestment Instrument are substantially similar unconditional guarantee issued by an entity comparable to the terms and conditions of similar securities and guarantees, if any, included therein, that are offered to the public in a public offering or private placement under Rule 144A of the Securities Act of 1933 of such securitiesHEI; (ii) the Partnership shall not have held any Affiliate Investment Instruments of the Investment Affiliate submitting the Investment Offer within the three-year period ending on the date of the Investment Offer; (iii) there shall not have been a default on any debt obligation of the Investment Affiliate submitting the Investment Offer that was previously owned by the Partnership; (iv) no dividend arrearages shall have existed on any preferred stock or other equity security of the Investment Affiliate submitting the Investment Offer that was previously owned by the Partnership; and (v) the Investment Affiliate submitting the Investment Offer shall not be deemed to be an investment company by reason of Section 3(a) or 3(b) of the 1940 Act or is otherwise an eligible recipient of funds directly or indirectly from the Trust pursuant to an order issued by the Securities and Exchange CommissionAct. (e) Any payments received by the Partnership in respect of its investments that are not invested in additional Affiliate Investment Instruments, may be reinvested only in Eligible Debt Securities (subject to restrictions of applicable law, including the 1940 Act).

REINVESTMENT OF PAYMENTS RECEIVED BY THE PARTNERSHIP. (a) The Partnership must at all times invest an amount equal to at least 1__% of the Initial Partnership Proceeds in Eligible Debt Securities. (b) The Partnership may reinvest any payments it receives in respect of its investments in (i) Eligible Debt Securities without limitation or and (ii) additional Affiliate Investment Instruments but only upon (A) the acceptance of a written offer setting forth the terms and conditions on which an Investment Affiliate would be willing to issue an Affiliate Investment Instrument to the Partnership (an "Investment Offer") and (B) the receipt of an opinion of the Independent Financial Advisor that the terms of such Affiliate Investment Instrument set forth in such Investment Offer satisfy the Reinvestment Criteria (as defined below)Criteria. (c) If the Independent Financial Advisor determines that the terms of an Affiliate Investment Instrument (as set forth in the Investment Offer) do not satisfy the Reinvestment Criteria, the Partnership shall be prohibited from making any investment in such Affiliate Investment Instrument. (d) Each Affiliate Investment Instrument shall satisfy the following criteria (the "Reinvestment Criteria"): (i) the economic terms of each Affiliate Investment Instrument shall be no less favorable to the Partnership than terms that would otherwise be obtainable through a public offering or private placement under Rule 144A of the Securities Act of 1933 of securities by the requesting Investment Affiliate and the other terms and conditions of each Affiliate Reinvestment Instrument are substantially similar to the terms and conditions of similar securities and guarantees, if any, included therein, that are offered to the public in a public offering or private placement under Rule 144A of the Securities Act of 1933 of such securities; (ii) the Partnership shall not have held any Affiliate Investment Instruments of the Investment Affiliate submitting the Investment Offer within the three-year period ending on the date of the Investment OfferOffer other than Funding; (iii) there shall not have been a default on any debt obligation of the Investment Affiliate submitting the Investment Offer that was owned by the Partnership; (iv) no dividend arrearages shall have existed on any preferred stock shares of the Investment Affiliate submitting the Investment Offer that was owned by the Partnership; and (v) the Investment Affiliate submitting the Investment Offer shall not be deemed to be an investment company by reason of Section 3(a) or 3(b) of the 1940 Act or is otherwise an eligible recipient of funds directly or indirectly from the Trust pursuant to an order issued by the Securities and Exchange Commission. (e) Any payments received by the Partnership in respect of its investments that are not invested in additional Affiliate Investment Instruments, may be reinvested only in Eligible Debt Securities (subject to restrictions of applicable law, including the 1940 Act).

REINVESTMENT OF PAYMENTS RECEIVED BY THE PARTNERSHIP. (a) The Partnership must at all times invest an amount equal to at least 1__% of the Initial Partnership Proceeds in Eligible Debt Securities. (b) The Partnership may reinvest any payments it receives in respect of its investments in (i) Eligible Debt Securities without limitation or and (ii) additional Affiliate Investment Instruments but only upon (A) the acceptance of a written offer setting forth the terms and conditions on which an Investment Affiliate would be willing to issue an Affiliate Investment Instrument to the Partnership (an "Investment Offer") and (B) the receipt of an opinion of the Independent Financial Advisor that the terms of such Affiliate Investment Instrument set forth in such Investment Offer satisfy the Reinvestment Criteria (as defined below)Criteria. (c) If the Independent Financial Advisor determines that the terms of an Affiliate Investment Instrument (as set forth in the Investment Offer) do not satisfy the Reinvestment Criteria, the Partnership shall be prohibited from making any investment in such Affiliate Investment Instrument. (d) Each Affiliate Investment Instrument Investment, except the Initial Debentures, shall satisfy the following criteria (the "Reinvestment Criteria"): (i) the economic applicable financial terms and conditions of each the proposed Affiliate Investment Instrument be taken as a whole shall have been determined by the Independent Financial Advisor to at least as favorable as the terms and conditions which could be no less favorable to obtained by the Partnership than terms that would otherwise be obtainable through in a contemporaneous public offering or private placement under Rule 144A of the Securities Act of 1933 of securities a comparable security issued by the requesting relevant Investment Affiliate and the other terms and conditions of each Affiliate Reinvestment Instrument are substantially similar to the terms and conditions of similar securities and guaranteesAffiliate, if anyprovided, included thereinhowever, that are offered if the comparable security would be fully and unconditionally guaranteed by any entity, the proposed Affiliate Investment Instrument would be required to the public in a public offering or private placement under Rule 144A of the Securities Act of 1933 of such securitiesbe fully and unconditionally guaranteed by that entity; (ii) the Partnership shall not have held any Affiliate Investment Instruments of the Investment Affiliate submitting the Investment Offer within the three-year period ending on the date of the Investment Offer; (iii) there shall not have been a default on any debt obligation of the Investment Affiliate submitting the Investment Offer that was previously owned by the Partnership; (iv) no dividend arrearages Partnership and there shall have existed on any preferred stock been no default in the ten-year period immediately preceding the date of the Investment Offer by the Investment Affiliate submitting the Investment Offer that was owned by the PartnershipOffer; and (viv) the Investment Affiliate submitting the Investment Offer shall not be deemed to be an investment company by reason of Section 3(a) or 3(b) of the 1940 Act or is otherwise an eligible recipient of funds directly or indirectly from the Trust pursuant to an order issued by the Securities and Exchange Commission; and (v) the Investment Affiliate submitting the Investment Offer agrees to be bound by the covenants in section ___ of the Preferred Trust Securities Guarantee and section ___ of the Partnership Guarantee pursuant to a written instrument reasonably satisfactory to the trustee of the Preferred Trust Securities Guarantee and the trustee of the Partnership Guarantee. (e) Any payments received by the Partnership in respect of its investments that are not invested in additional Affiliate Investment Instruments, may be reinvested only in Eligible Debt Securities (subject to restrictions of applicable law, including the 1940 Act).

REINVESTMENT OF PAYMENTS RECEIVED BY THE PARTNERSHIP. (a) The Partnership must at all times invest an amount equal to at least 1% of the Initial Partnership Proceeds in Eligible Debt Securities. (b) The Partnership may reinvest any payments it receives in respect of its investments in (i) Eligible Debt Securities without limitation or and (ii) additional Affiliate Investment Instruments but only upon (A) the acceptance of a written offer setting forth the terms and conditions on which an Investment Affiliate would be willing to issue an Affiliate Investment Instrument to the Partnership (an "Investment Offer") and (B) the receipt of an opinion of the Independent Financial Advisor that the terms of such Affiliate Investment Instrument set forth in such Investment Offer satisfy the Reinvestment Criteria (as defined below)Criteria. (c) If the Independent Financial Advisor determines that the terms of an Affiliate Investment Instrument (as set forth in the Investment Offer) do not satisfy the Reinvestment Criteria, the Partnership shall be prohibited from making any investment in such Affiliate Investment Instrument. (d) Each Affiliate Investment Instrument Instrument, except the Initial Debentures, shall satisfy the following criteria (the "Reinvestment Criteria"): (i) the economic applicable financial terms and conditions of each the proposed Affiliate Investment Instrument taken as a whole shall have been determined by the Independent Financial Advisor to at least as favorable as the terms and conditions which could be no less favorable to obtained by the Partnership than terms that would otherwise be obtainable through in a contemporaneous public offering or private placement under Rule 144A of the Securities Act of 1933 of securities a comparable security issued by the requesting relevant Investment Affiliate and the other terms and conditions of each Affiliate Reinvestment Instrument are substantially similar to the terms and conditions of similar securities and guaranteesAffiliate, if anyprovided, included thereinhowever, that are offered if the comparable security would be fully and unconditionally guaranteed by any entity, the proposed Affiliate Investment Instrument would be required to the public in a public offering or private placement under Rule 144A of the Securities Act of 1933 of such securitiesbe fully and unconditionally guaranteed by that entity; (ii) the Partnership shall not have held any Affiliate Investment Instruments of the Investment Affiliate submitting the Investment Offer within the three-year period ending on the date of the Investment Offer; (iii) there shall not have been a default on any debt obligation of the Investment Affiliate submitting the Investment Offer that was previously owned by the Partnership; (iv) no dividend arrearages Partnership and there shall have existed on any preferred stock been no default in the ten-year period immediately preceding the date of the Investment Offer by the Investment Affiliate submitting the Investment Offer that was owned by the PartnershipOffer; and (viv) the Investment Affiliate submitting the Investment Offer shall not be deemed to be an investment company by reason of Section 3(a) or 3(b) of the 1940 Act or is otherwise an eligible recipient of funds directly or indirectly from the Trust pursuant to an order issued by the Securities and Exchange Commission; and (v) the Investment Affiliate submitting the Investment Offer agrees to be bound by the covenants in Section 6.01 of the Preferred Trust Securities Guarantee and Section 6.01 of the Partnership Guarantee pursuant to a written instrument reasonably satisfactory to the trustee under the Preferred Trust Securities Guarantee and the trustee under the Partnership Guarantee, respectively. (e) Any payments received by the Partnership in respect of its investments that are not invested in additional Affiliate Investment Instruments, may be reinvested only in Eligible Debt Securities (subject to restrictions of applicable law, including the 1940 Act).

REINVESTMENT OF PAYMENTS RECEIVED BY THE PARTNERSHIP. (a) The Partnership must at all times invest an amount equal to at least 1% of the Initial Partnership Proceeds in Eligible Debt Securities. (b) The Partnership may reinvest any payments it receives in respect of its investments in (i) Eligible Debt Securities without limitation or (ii) additional Affiliate Investment Instruments but only upon (A) the acceptance of a written offer setting forth the terms and conditions on which an Investment Affiliate would be willing to issue an Affiliate Investment Instrument to the Partnership (an "Investment Offer") and (B) the receipt of an opinion of the Independent Financial Advisor that the terms of such Affiliate Investment Instrument Instru- ment set forth in such Investment Offer satisfy the Reinvestment Criteria (as defined below). (c) If the Independent Financial Advisor determines that the terms of an Affiliate Investment Instrument (as set forth in the Investment Offer) do not satisfy the Reinvestment Criteria, the Partnership shall be prohibited from making any investment in such Affiliate Investment Instrument. (d) Each Affiliate Investment Instrument shall satisfy the following criteria (the "Reinvestment Criteria"): (i) the economic terms of each Affiliate Investment Instrument shall be no less favorable to the Partnership than terms that would otherwise be obtainable through a public offering or private placement under Rule 144A of the Securities Act of 1933 of securities by the requesting Investment Affiliate and any other the other terms and conditions of each Affiliate Reinvestment Instrument are substantially similar to the terms and conditions of similar securities and guarantees, if any, included therein, that are offered to the public in a public offering or private placement under Rule 144A of the Securities Act of 1933 of such securities; (ii) the Partnership shall not have held any Affiliate Investment Instruments of the Investment Affiliate submitting the Investment Offer within the three-year period ending on the date of the Investment Offer; (iii) there shall not have been a default on any debt obligation of the Investment Affiliate submitting the Investment Offer that was owned by the Partnership; (iv) no dividend arrearages shall have existed on any preferred stock equity security of the Investment Affiliate submitting the Investment Offer that was owned by the Partnership; and (v) the Investment Affiliate submitting the Investment Offer shall not be deemed to be an investment company by reason of Section 3(a) or 3(b) of the 1940 Act or is otherwise an eligible recipient of funds directly or indirectly from the Trust pursuant to an order issued by the Securities and Exchange CommissionAct. (e) Any payments received by the Partnership in respect of its investments that are not invested in additional Affiliate Investment Instruments, may be reinvested only in Eligible Debt Securities (subject to restrictions of applicable law, including the 1940 Act)Securities.

REINVESTMENT OF PAYMENTS RECEIVED BY THE PARTNERSHIP. (a) The Partnership must at all times invest an amount equal to at least 1% of the Initial Partnership Proceeds in Eligible Debt Securities. (b) The Partnership may reinvest any payments it receives in respect of its investments in (i) Eligible Debt Securities without limitation or (ii) additional Affiliate Investment Instruments but only upon (A) the acceptance of a written offer setting forth the terms and conditions on which an Investment Affiliate would be willing to issue an Affiliate Investment Instrument to the Partnership (an "Investment Offer") and (B) the receipt of an opinion of the Independent Financial Advisor that the terms of such Affiliate Investment Instrument set forth in such Investment Offer satisfy the Reinvestment Criteria (as defined below). (c) If the Independent Financial Advisor determines that the terms of an Affiliate Investment Instrument (as set forth in the Investment Offer) do not satisfy the Reinvestment Criteria, the Partnership shall be prohibited from making any investment in such Affiliate Investment Instrument. (d) Each Affiliate Investment Instrument shall satisfy the following criteria (the "Reinvestment Criteria"): (i) the economic terms of each Affiliate Investment Instrument shall be no less favorable to the Partnership than terms that would otherwise be obtainable through a public offering or private placement under Rule 144A of the Securities Act of 1933 of securities by the requesting Investment Affiliate and the other terms and conditions of each Affiliate Reinvestment Instrument are substantially similar to the terms and conditions of similar securities and guarantees, if any, included therein, that are offered to the public in a public offering or private placement under Rule 144A of the Securities Act of 1933 of such securities; (ii) the Partnership shall not have held any Affiliate Investment Instruments of the Investment Affiliate submitting the Investment Offer within the three-year period ending on the date of the Investment Offer; (iii) there shall not have been a default on any debt obligation of the Investment Affiliate submitting the Investment Offer that was owned by the Partnership; (iv) no dividend arrearages shall have existed on any preferred stock of the Investment Affiliate submitting the Investment Offer that was owned by the Partnership; and (v) the Investment Affiliate submitting the Investment Offer shall not be deemed to be an investment company by reason of Section 3(a) or 3(b) of the 1940 Act or is otherwise an eligible recipient of funds directly or indirectly from the Trust pursuant to an order issued by the Securities and Exchange CommissionAct. (e) Any payments received by the Partnership in respect of its investments that are not invested in additional Affiliate Investment Instruments, may be reinvested only in Eligible Debt Securities (subject to restrictions of applicable law, including the 1940 Act).

REINVESTMENT OF PAYMENTS RECEIVED BY THE PARTNERSHIP. (a) The Partnership must at all times invest an amount equal to at least 1% of the Initial Partnership Proceeds in Eligible Debt Securities. (b) The Partnership may reinvest any payments it receives in respect of its investments in (i) Eligible Debt Securities without limitation or (ii) additional Affiliate Investment Instruments but only upon (A) the acceptance of a written offer setting forth the terms and conditions on which an Investment Affiliate would be willing to issue an Affiliate Investment Instrument to the Partnership (an "Investment Offer") and (B) the receipt of an opinion of the Independent Financial Advisor that the terms of such Affiliate Investment Instrument set forth in such Investment Offer satisfy the Reinvestment Criteria (as defined below). (c) If the Independent Financial Advisor determines that the terms of an Affiliate Investment Instrument In- strument (as set forth in the Investment Offer) do not satisfy the Reinvestment Criteria, the Partnership shall be prohibited from making any investment in such Affiliate Investment Instrument. (d) Each Affiliate Investment Instrument shall satisfy the following criteria (the "Reinvestment Criteria"): (i) the economic terms of each Affiliate Investment Instrument shall be no less favorable to the Partnership than terms that would otherwise be obtainable through a public offering or private placement under Rule 144A of the Securities Act of 1933 of securities by the requesting Investment Affiliate and the other terms and conditions of each Affiliate Reinvestment Instrument are substantially similar to the terms and conditions of similar securities and guarantees, if any, included therein, that are offered to the public in a public offering or private placement under Rule 144A of the Securities Act of 1933 of such securities; (ii) the Partnership shall not have held any Affiliate Investment Instruments of the Investment Affiliate submitting the Investment Offer within the three-year period ending on the date of the Investment Offer; (iii) there shall not have been a default on any debt obligation of the Investment Affiliate submitting the Investment Offer that was owned by the Partnership; (iv) no dividend arrearages shall have existed on any preferred stock of the Investment Affiliate submitting the Investment Offer that was owned by the Partnership; and (v) the Investment Affiliate submitting the Investment Offer shall not be deemed to be an investment company by reason of Section 3(a) or 3(b) of the 1940 Act or is otherwise an eligible recipient of funds directly or indirectly from the Trust pursuant to an order issued by the Securities and Exchange Commission. (e) Any payments received by the Partnership in respect of its investments that are not invested in additional Affiliate Investment Instruments, may be reinvested only in Eligible Debt Securities (subject to restrictions of applicable law, including the 1940 Act).

REINVESTMENT OF PAYMENTS RECEIVED BY THE PARTNERSHIP. (a) The Partnership must at all times invest an amount equal to at least 1% of the Initial Partnership Proceeds in Eligible Debt Securities. (b) The Partnership may reinvest any payments it receives in respect of its investments in (i) Eligible Debt Securities without limitation or (ii) additional Affiliate Investment Instruments but only upon (A) the acceptance of a written offer setting forth the terms and conditions on which an Investment Affiliate would be willing to issue an Affiliate Investment Instrument to the Partnership (an "Investment Offer") and (B) the receipt of an opinion of the Independent Financial Advisor that the terms of such Affiliate Investment Instrument set forth in such Investment Offer satisfy the Reinvestment Criteria (as defined below). (c) If the Independent Financial Advisor determines that the terms of an Affiliate Investment Instrument (as set forth in the Investment Offer) do not satisfy the Reinvestment Criteria, the Partnership shall be prohibited from making any investment in such Affiliate Investment Instrument. (d) Each Affiliate Investment Instrument shall satisfy the following criteria (the "Reinvestment Criteria"): (i) the economic terms of each Affiliate Investment Instrument shall be no less favorable to the Partnership than terms that would otherwise be obtainable through a public offering or private placement under Rule 144A of the Securities Act of 1933 of securities by the requesting Investment Affiliate and the other terms and conditions of each Affiliate Reinvestment Instrument are substantially similar to the terms and conditions of similar securities and guarantees, if any, included therein, that are offered to the public in a public offering or private placement under Rule 144A of the Securities Act of 1933 of such securities; (ii) the Partnership shall not have held any Affiliate Investment Instruments of the Investment Affiliate submitting the Investment Offer within the three-year period ending on the date of the Investment Offer; (iii) there shall not have been a default on any debt obligation of the Investment Affiliate submitting the Investment Offer that was owned by the Partnership; (iv) no dividend arrearages shall have existed on any preferred stock of the Investment Affiliate submitting the Investment Offer that was owned by the Partnership; and (v) the Investment Affiliate submitting the Investment Offer shall not be deemed to be an investment company by reason of Section 3(a) or 3(b) of the 1940 Act or is otherwise an eligible recipient of funds directly or indirectly from the Trust pursuant to an order issued by the Securities and Exchange Commission. (e) Any payments received by the Partnership in respect of its investments that are not invested in additional Affiliate Investment Instruments, may be reinvested only in Eligible Debt Securities (subject to restrictions of applicable law, including the 1940 Act).

REINVESTMENT OF PAYMENTS RECEIVED BY THE PARTNERSHIP. (a) The Partnership must at all times invest an amount equal to at least 1% of the Initial Partnership Proceeds in Eligible Debt Securities. (b) The Partnership may reinvest any payments it receives in respect of its investments in (i) Eligible Debt Securities without limitation or (ii) additional Affiliate Investment Instruments but only upon (A) the acceptance of a written offer setting forth the terms and conditions on which an Investment Affiliate would be willing to issue an Affiliate Investment Instrument to the Partnership (an "Investment Offer") and (B) the receipt of an opinion of the Independent Financial Advisor that the terms of such Affiliate Investment Instrument set forth in such Investment Offer satisfy the Reinvestment Criteria (as defined below). (c) If the Independent Financial Advisor determines that the terms of an Affiliate Investment Instrument (as set forth in the Investment Invest- ment Offer) do not satisfy the Reinvestment Criteria, the Partnership shall be prohibited from making any investment in such Affiliate Investment Invest- ment Instrument. (d) Each Affiliate Investment Instrument shall satisfy the following criteria (the "Reinvestment Criteria"): (i) the economic terms of each Affiliate Investment Instrument shall be no less favorable to the Partnership than terms that would otherwise be obtainable through a public offering or private placement under Rule 144A of the Securities Act of 1933 of securities by the requesting Investment Affiliate and the other terms and conditions of each Affiliate Reinvestment Instrument are substantially similar to the terms and conditions of similar securities and guarantees, if any, included therein, that are offered to the public in a public offering or private placement under Rule 144A of the Securities Securi- ties Act of 1933 of such securities; (ii) the Partnership shall not have held any Affiliate Investment Instruments of the Investment Affiliate submitting the Investment Offer within the three-year period ending on the date of the Investment Offer; (iii) there shall not have been a default de- fault on any debt obligation of the Investment Affiliate submitting the Investment Offer that was owned by the Partnership; (iv) no dividend arrearages ar- rearages shall have existed on any preferred stock of the Investment Affiliate submitting the Investment Offer that which was owned by the PartnershipPart- nership; and (v) the Investment Affiliate submitting the Investment Offer shall not be deemed to be an investment company by reason of Section Sec- tion 3(a) or 3(b) of the 1940 Act or is otherwise an eligible recipient of funds directly or indirectly from the Trust pursuant to an order issued by the Securities and Exchange Commission. (e) Any payments received by the Partnership in respect of its investments that are not invested in additional Affiliate Investment Instruments, may be reinvested only in Eligible Debt Securities (subject to restrictions of applicable law, including the 1940 Act).