SECTION 3A Clause Samples

SECTION 3A. Conveyance of Interest in Interest Rate Cap; Cap Proceeds Account.......................................................17 SECTION 4. Delivery and Payment for the Class A Securities and the Class B Securities............................................19 SECTION 5. Form of Delivery of the Class A Securities and the Class B Securities; Denominations.....................................19 SECTION 6. Article IV of Agreement.......................................19 ARTICLE IV RIGHTS OF SECURITYHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

SECTION 3A. (9). The Holder understands that the Exchange Shares are being offered and issued in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and not pursuant to a registration statement of the Company, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities laws.

SECTION 3A. 04. Selection by Trustee of Securities to be Redeemed........ 21

SECTION 3A. 03. Election to Redeem; Notice to Trustee.................... 21

SECTION 3A. 07. Securities Payable on Redemption Date.................... 23

SECTION 3A. 02. Applicability of Article...............................

SECTION 3A. 06. Deposit of Redemption Price.............................. 23

SECTION 3A of the Employment Agreement is hereby amended by deleting such section in its entirety and substituting the following in lieu thereof:

SECTION 3A. 02 RESERVE FUND AND YIELD MAINTENANCE AGREEMENT.............54