LAWS.
THE
SUBCLASS A-1 NOTE PURCHASER ACKNOWLEDGES THAT IT HAS NO RIGHT TO REQUIRE THE
ISSUER TO REGISTER THE SUBCLASS A-1 NOTE UNDER THE SECURITIES ACT OR ANY OTHER
SECURITIES LAW.
THE SUBCLASS A-1 NOTE PURCHASER AGREES THAT THE SUBCLASS A-1
NOTE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
COMPLIANCE WITH THE SECURITIES ACT AND TO A PERSON THAT THE SUBCLASS A-1 NOTE
PURCHASER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF
RULE 144A (A "QIB") PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE OR PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A UNDER THE SECURITIES ACT.
NEITHER THE SUBCLASS A-1 NOTE
PURCHASER NOR ANY OF THEIR AFFILIATES NOR ANY PERSONS ACTING ON THEIR BEHALF
HAVE ENGAGED OR WILL ENGAGE IN ANY GENERAL SOLICITATION OR GENERAL ADVERTISING
WITH RESPECT TO THE SUBCLASS A-1 NOTE.
(B)
THE SUBCLASS A-1 NOTE PURCHASER (AS TO
ITSELF) IS AWARE OF THE FOLLOWING:
(I) THERE ARE SIGNIFICANT RESTRICTIONS ON
AND CONDITIONS TO THE TRANSFERABILITY OF THE SUBCLASS A-1 NOTE (AND THE SUBCLASS
A-1 NOTE WILL BEAR LEGENDS REFERRING TO SUCH RESTRICTIONS) AND THERE IS NO
MARKET FOR THE SUBCLASS A-1 NOTE AND NO MARKET IS EXPECTED TO DEVELOP FOR THE
SUBCLASS A-1 NOTE, AND ACCORDINGLY, IT MAY NOT BE POSSIBLE FOR THE SUBCLASS A-1
NOTE PURCHASER TO LIQUIDATE THE SUBCLASS A-1 NOTE PURCHASER'S INVESTMENT IN THE
SUBCLASS A-1 NOTE; (II) NO GOVERNMENTAL AGENCY HAS MADE ANY FINDINGS AS TO THE
FAIRNESS OF THE TERMS OF THIS AGREEMENT OR THE TERMS AND CONDITIONS OF THE
SUBCLASS A-1 NOTE; (III) THERE ARE NUMEROUS RISKS AND UNCERTAINTIES INVOLVED IN
THE SUBCLASS A-1 NOTE PURCHASER'S ACQUISITION OF THE SUBCLASS A-1 NOTE AND THE
SUBCLASS A-1 NOTE PURCHASER HAS BEEN ADVISED OF AND UNDERSTANDS SUCH RISKS AND
UNCERTAINTIES; AND (IV) ANY PROJECTIONS OR PREDICTIONS THAT MAY HAVE BEEN MADE
AVAILABLE TO THE SUBCLASS A-1 NOTE PURCHASER ARE BASED ON ESTIMATES,
ASSUMPTIONS, AND FORECASTS WHICH MAY PROVE TO BE INCORRECT; AND NO
17
assurance is given that actual results will correspond with the results
contemplated by the various projections.
(C)
THE SUBCLASS A-1 NOTE PURCHASER HAS
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS, IS CAPABLE OF
EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SUBCLASS A-1 NOTE AND
HAS CAREFULLY CONSIDERED THE SUITABILITY OF AN INVESTMENT IN SUCH NOTES AND HAS
DETERMINED THAT THE SUBCLASS A-1 NOTE ARE A SUITABLE INVESTMENT.
SUCH SUBCLASS
A-1 NOTE PURCHASER HAS RECEIVED AND CAREFULLY READ THE TRANSACTION DOCUMENTS AND
THE SUBCLASS A-1 NOTE PURCHASER CONFIRMS THAT ALL DOCUMENTS, RECORDS AND BOOKS
PERTAINING TO THE SUBCLASS A-1 NOTE, THE ISSUER AND ITS ASSETS AND THE OTHER
PARTIES TO THE TRANSACTION DOCUMENTS WHICH ARE RELEVANT TO THE SUBCLASS A-1 NOTE
PURCHASER'S INVESTMENT DECISION HAVE BEEN MADE AVAILABLE TO THE SUBCLASS A-1
NOTE PURCHASER.
THE SUBCLASS A-1 NOTE PURCHASER IS CAPABLE OF BEARING