TO BEAR THE RISKS THEREOF;
(C)
IT HAS HAD AN OPPORTUNITY TO DISCUSS THE
COMPANY'S BUSINESS, MANAGEMENT AND FINANCIAL AFFAIRS WITH THE COMPANY'S
MANAGEMENT;
10
(D)
THE NOTE BEING PURCHASED BY IT IS BEING
ACQUIRED FOR ITS OWN ACCOUNT FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW
TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF;
(E)
IT UNDERSTANDS THAT (I) THE NOTE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT, BY REASON OF THEIR ISSUANCE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
PURSUANT TO SECTION 4(2) THEREOF OR 506 PROMULGATED UNDER THE SECURITIES ACT,
(II) THE NOTE MUST BE HELD INDEFINITELY UNLESS A SUBSEQUENT DISPOSITION THEREOF
IS REGISTERED UNDER THE SECURITIES ACT OR IS EXEMPT FROM SUCH REGISTRATION,
(III) THE NOTE WILL BEAR A LEGEND TO SUCH EFFECT AND (IV) THE COMPANY WILL MAKE
A NOTATION ON ITS TRANSFER BOOKS TO SUCH EFFECT;
(F)
EACH OF THIS AGREEMENT AND THE SECURITY
AND PLEDGE AGREEMENT IS A VALID, BINDING AND ENFORCEABLE OBLIGATION OF THE
PURCHASER, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR
SIMILAR LAWS RELATING TO OR AFFECTING THE ENFORCEMENT OF CREDITOR'S RIGHTS AND
TO THE AVAILABILITY OF THE REMEDY OF SPECIFIC PERFORMANCE.
THE PURCHASER HAS
ALL REQUISITE POWER AND AUTHORITY TO EXECUTE AND DELIVER EACH OF THIS AGREEMENT
AND THE SECURITY AND PLEDGE AGREEMENT;
(G)
IT UNDERSTANDS THAT (I) THE NOTE IS BEING
OFFERED AND SOLD TO PURCHASER IN RELIANCE UPON SPECIFIC EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL AND STATE SECURITIES LAWS,
AND (II) THAT THE COMPANY IS RELYING UPON THE TRUTH AND ACCURACY OF, AND
PURCHASER'S COMPLIANCE WITH, THE REPRESENTATIONS, WARRANTIES, AGREEMENTS,
ACKNOWLEDGMENTS AND UNDERSTANDINGS OF PURCHASER SET FORTH HEREIN IN ORDER TO
DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE ELIGIBILITY OF PURCHASER
TO ACQUIRE THE NOTE;
(H)
THE COMPANY OR ITS COUNSEL HAVE MADE
AVAILABLE ALL MATERIALS RELATING TO THE BUSINESS, FINANCES AND OPERATIONS OF THE
COMPANY AND MATERIALS RELATING TO THE OFFER AND SALE OF THE NOTE WHICH HAVE BEEN
SPECIFICALLY REQUESTED BY THE PURCHASER.
THE PURCHASER HAS BEEN AFFORDED THE
OPPORTUNITY TO ASK QUESTIONS OF THE COMPANY, WAS PERMITTED TO MEET WITH THE
COMPANY'S OFFICERS AND HAS RECEIVED WHAT THE PURCHASER BELIEVES TO BE COMPLETE
AND SATISFACTORY ANSWERS TO ANY SUCH INQUIRIES.
NEITHER SUCH INQUIRIES NOR ANY
OTHER DUE DILIGENCE INVESTIGATION CONDUCTED BY THE PURCHASER OR ANY OF ITS
RESPECTIVE REPRESENTATIONS WILL MODIFY, AMEND OR AFFECT THE PURCHASER'S RIGHT TO
RELY ON THE COMPANY'S REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.
THE
PURCHASER UNDERSTANDS THAT ITS INVESTMENT IN THE SECURITIES OFFERED HEREBY
INVOLVES A HIGH DEGREE OF RISK, INCLUDING WITHOUT LIMITATION THE RISKS AND
UNCERTAINTIES DISCLOSED IN THE SEC REPORTS.
THE PURCHASER ACKNOWLEDGES IT HAS
REVIEWED THE DISCLOSURES PRESENTED UNDER THE CAPTION "RISK FACTORS" IN THE
COMPANY'S SEC REPORTS;
(I)
IT UNDERSTANDS THAT NO UNITED STATES
FEDERAL OR STATE AGENCY OR ANY OTHER GOVERNMENT OR GOVERNMENTAL AGENCY HAS
PASSED UPON OR MADE ANY RECOMMENDATION OR ENDORSEMENT OF THE NOTES; AND
(J)
IT IS A