THE EXECUTION AND DELIVERY BY THE CLASS A NOTE
PURCHASER OF THIS CLASS A NOTE PURCHASE AGREEMENT NOR THE CONSUMMATION BY THE
CLASS A NOTE PURCHASER OF ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, NOR THE
FULFILLMENT BY THE CLASS A NOTE PURCHASER OF THE TERMS HEREOF, WILL CONFLICT
WITH, OR VIOLATE, RESULT IN A BREACH OF OR CONSTITUTE A DEFAULT UNDER (I) ANY
TERM OR PROVISION OF THE ARTICLES OF INCORPORATION OR BY-LAWS OF THE CLASS A
NOTE PURCHASER OR ANY GOVERNMENTAL RULE APPLICABLE TO THE CLASS A NOTE PURCHASER
OR (II) ANY TERM OR PROVISION OF ANY INDENTURE OR OTHER AGREEMENT OR INSTRUMENT,
TO WHICH THE CLASS A NOTE PURCHASER IS A PARTY OR BY WHICH THE CLASS A NOTE
PURCHASER OR ANY PORTION OF ITS PROPERTIES ARE BOUND.
NO GOVERNMENTAL ACTION
WHICH HAS NOT BEEN OBTAINED IS REQUIRED BY OR WITH RESPECT TO THE CLASS A NOTE
PURCHASER IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS CLASS A NOTE
PURCHASE AGREEMENT BY THE CLASS A NOTE PURCHASER OR THE CONSUMMATION BY THE
CLASS A NOTE PURCHASER OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
SECTION 5.03.
SECURITIES ACT.
(A)
THE CLASS A NOTES PURCHASED BY THE PURCHASER'S AGENT ON BEHALF OF
THE CLASS A NOTE PURCHASER PURSUANT TO THIS CLASS A NOTE PURCHASE AGREEMENT WILL
BE ACQUIRED FOR INVESTMENT ONLY AND NOT WITH A VIEW TO ANY PUBLIC DISTRIBUTION
THEREOF, AND THE CLASS A NOTE PURCHASER WILL NOT OFFER TO SELL OR OTHERWISE
DISPOSE OF ITS CLASS A NOTES (OR ANY INTEREST THEREIN) IN VIOLATION OF ANY OF
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE OR
OTHER SECURITIES LAWS.
THE CLASS A NOTE PURCHASER ACKNOWLEDGES THAT IT HAS NO
RIGHT TO REQUIRE THE ISSUER TO REGISTER THE CLASS A NOTES UNDER THE SECURITIES
ACT OR ANY OTHER SECURITIES LAW. THE CLASS A NOTE PURCHASER AGREES THAT THE
CLASS A NOTES MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND TO A PERSON THAT THE CLASS A
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 CLASS A
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NOTE PURCHASER NOR ANY OF ITS AFFILIATES NOR ANY PERSONS ACTING ON THEIR BEHALF
HAVE ENGAGED OR WILL ENGAGE IN ANY GENERAL SOLICITATION OR GENERAL ADVERTISING
WITH RESPECT TO THE CLASS A NOTES.
(B)
THE CLASS A NOTE PURCHASER IS AWARE OF THE FOLLOWING:
(I) THERE
ARE SIGNIFICANT RESTRICTIONS ON AND CONDITIONS TO THE TRANSFERABILITY OF THE
CLASS A NOTES (AND THE CLASS A NOTES WILL BEAR LEGENDS REFERRING TO SUCH
RESTRICTIONS) AND THERE IS NO MARKET FOR THE CLASS A NOTES AND NO MARKET IS
EXPECTED TO DEVELOP FOR THE CLASS