2242749 Ont Ltd. AIIFF

RE:RE:RE:RE:this board room of cowerds dont anser there calls.

[HRc60to65]

Change of Control The Fund is required to make an offer to holders of the Debentures to purchase all of their Debentures for cash in the event of certain transactions that would constitute a Change of Control. The Fund cannot assure holders of Debentures that, if required, it would have sufficient cash or other financial resources at that time or would be able to arrange financing to pay the purchase price of the Debentures in cash. The Fund’s ability to purchase the Debentures in such an event may be limited by law, by the Indenture governing the Debentures, by the terms of other present or future agreements relating to the Fund’s credit facilities and other indebtedness and agreements that the Fund may enter into in the future which may replace, supplement or amend the Fund’s future debt. The Fund’s credit agreements or other agreements may contain provisions that could prohibit the purchase by the Fund of the Debentures without the consent of the lenders or other parties thereunder. If the Fund’s obligation to offer to purchase the Debentures arises at a time when the Fund is prohibited from purchasing or redeeming the Debentures, the Fund could seek the consent of lenders to purchase the Debentures or could attempt to refinance the borrowings that contain this prohibition. If the Fund does not obtain a consent or refinance these borrowings, the Fund could remain prohibited from purchasing the Debentures under its offer. The Fund’s failure to purchase the Debentures would constitute an Event of Default under the Indenture, which might constitute a default under the terms of the Fund’s other indebtedness at that time