CAPABLE OF EVALUATING THE MERITS AND
RISKS OF THE PROSPECTIVE INVESTMENT IN THE SECURITIES, AND HAS SO EVALUATED THE
MERITS AND RISKS OF SUCH INVESTMENT.
SUCH INVESTOR UNDERSTANDS THAT IT MUST
BEAR THE ECONOMIC RISK OF THIS INVESTMENT IN THE SECURITIES INDEFINITELY, AND IS
ABLE TO BEAR SUCH RISK AND IS ABLE TO AFFORD A COMPLETE LOSS OF SUCH INVESTMENT.
(E)
ACCESS TO INFORMATION.
SUCH INVESTOR ACKNOWLEDGES THAT IT HAS REVIEWED
THE DISCLOSURE MATERIALS AND HAS BEEN AFFORDED:
(I) THE OPPORTUNITY TO ASK SUCH
QUESTIONS AS IT HAS DEEMED NECESSARY OF, AND TO RECEIVE ANSWERS FROM,
REPRESENTATIVES OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE
OFFERING OF THE SECURITIES AND THE MERITS AND RISKS OF INVESTING IN THE
SECURITIES; (II) ACCESS TO INFORMATION (OTHER THAN MATERIAL NON-PUBLIC
INFORMATION) ABOUT THE COMPANY AND THE MAJOR SUBSIDIARIES AND THEIR RESPECTIVE
FINANCIAL CONDITION, RESULTS OF OPERATIONS, BUSINESS, PROPERTIES, MANAGEMENT AND
PROSPECTS SUFFICIENT TO ENABLE IT TO EVALUATE ITS INVESTMENT; AND (III) THE
OPPORTUNITY TO OBTAIN SUCH ADDITIONAL INFORMATION THAT THE COMPANY POSSESSES OR
CAN ACQUIRE WITHOUT UNREASONABLE EFFORT OR EXPENSE THAT IS NECESSARY TO MAKE AN
INFORMED INVESTMENT DECISION WITH RESPECT TO THE INVESTMENT.
NEITHER SUCH
INQUIRIES NOR ANY OTHER INVESTIGATION CONDUCTED BY OR ON BEHALF OF SUCH INVESTOR
OR ITS REPRESENTATIVES OR COUNSEL SHALL MODIFY, AMEND OR AFFECT SUCH INVESTOR'S
RIGHT TO RELY ON THE TRUTH, ACCURACY AND COMPLETENESS OF THE DISCLOSURE
MATERIALS AND THE COMPANY'S REPRESENTATIONS AND WARRANTIES CONTAINED IN THE
TRANSACTION DOCUMENTS.
SUCH INVESTOR ACKNOWLEDGES RECEIPT OF COPIES OF THE SEC
REPORTS.
(F)
NO GOVERNMENTAL REVIEW.
SUCH INVESTOR UNDERSTANDS THAT NO UNITED STATES
FEDERAL OR STATE AGENCY OR ANY OTHER GOVERNMENT OR GOVERNMENTAL AGENCY HAS
PASSED ON OR MADE ANY RECOMMENDATION OR ENDORSEMENT OF THE SECURITIES OR THE
FAIRNESS OR SUITABILITY OF THE INVESTMENT IN THE SECURITIES NOR HAVE SUCH
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF THE
SECURITIES.
(G)
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH INVESTOR OF
THIS AGREEMENT AND THE CONSUMMATION BY SUCH INVESTOR OF THE TRANSACTIONS
CONTEMPLATED HEREBY WILL NOT (I) RESULT IN A VIOLATION OF THE ORGANIZATIONAL
DOCUMENTS OF SUCH INVESTOR OR (II) CONFLICT WITH, OR CONSTITUTE A DEFAULT (OR AN
EVENT WHICH WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD BECOME A DEFAULT) UNDER,
OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION, AMENDMENT, ACCELERATION OR
CANCELLATION OF, ANY AGREEMENT, INDENTURE OR INSTRUMENT TO WHICH SUCH INVESTOR
IS A PARTY, OR (III) RESULT IN A VIOLATION OF ANY LAW, RULE, REGULATION, ORDER,
JUDGMENT OR DECREE (INCLUDING FEDERAL AND STATE SECURITIES LAWS) APPLICABLE TO
SUCH INVESTOR, EXCEPT IN THE CASE OF CLAUSES (II) AND (III) ABOVE, FOR SUCH THAT
ARE NOT MATERIAL AND DO NOT OTHERWISE AFFECT THE ABILITY OF SUCH INVESTOR TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
(H)
RESTRICTED SECURITIES.
THE INVESTORS UNDERSTAND THAT THE SECURITIES ARE
CHARACTERIZED AS "RESTRICTED SECURITIES" UNDER THE U.S. FEDERAL SECURITIES LAWS
INASMUCH AS THEY ARE BEING ACQUIRED FROM THE COMPANY IN A TRANSACTION NOT
INVOLVING A PUBLIC OFFERING AND THAT