PURCHASER IN
ACCORDANCE WITH ITS TERMS, SUBJECT AS TO ENFORCEMENT TO BANKRUPTCY,
REORGANIZATION, INSOLVENCY, MORATORIUM AND OTHER SIMILAR LAWS OF GENERAL
APPLICABILITY RELATING TO OR AFFECTING CREDITORS' RIGHTS AND TO GENERAL
PRINCIPLES OF EQUITY.
NEITHER THE EXECUTION AND DELIVERY BY THE SUBCLASS A-2
NOTE PURCHASER OF THIS SUBCLASS A-2 NOTE PURCHASE AGREEMENT NOR THE CONSUMMATION
BY THE SUBCLASS A-2 NOTE PURCHASER OF ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY, NOR THE FULFILLMENT BY THE SUBCLASS A-2 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 SUBCLASS A-2 NOTE PURCHASER OR ANY GOVERNMENTAL RULE APPLICABLE
TO THE SUBCLASS A-2 NOTE PURCHASER OR (II) ANY TERM OR PROVISION OF ANY
INDENTURE OR OTHER AGREEMENT OR INSTRUMENT, TO WHICH THE SUBCLASS A-2 NOTE
PURCHASER IS A PARTY OR BY WHICH THE SUBCLASS A-2 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 SUBCLASS A-2 NOTE PURCHASER IN CONNECTION
WITH THE EXECUTION AND DELIVERY OF THIS SUBCLASS A-2 NOTE PURCHASE AGREEMENT BY
THE SUBCLASS A-2 NOTE PURCHASER OR THE CONSUMMATION BY THE SUBCLASS A-2 NOTE
PURCHASER OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
SECTION 5.03.
SECURITIES ACT.
(A)
THE SUBCLASS A-2 NOTE PURCHASED BY THE SUBCLASS A-2 NOTE PURCHASER
PURSUANT TO THIS SUBCLASS A-2 NOTE PURCHASE AGREEMENT WILL BE ACQUIRED FOR
INVESTMENT ONLY AND NOT WITH A VIEW TO ANY PUBLIC DISTRIBUTION THEREOF, AND THE
SUBCLASS A-2 NOTE PURCHASER WILL NOT OFFER TO SELL OR OTHERWISE DISPOSE OF ITS
SUBCLASS A-2 NOTE (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 SUBCLASS A-2 NOTE PURCHASER ACKNOWLEDGES THAT IT HAS NO
RIGHT TO REQUIRE
16
THE ISSUER TO REGISTER THE SUBCLASS A-2 NOTE UNDER THE SECURITIES ACT OR ANY
OTHER SECURITIES LAW.
THE SUBCLASS A-2 NOTE PURCHASER AGREES THAT THE SUBCLASS
A-2 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-2 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-2 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-2 NOTE.
(B)
THE SUBCLASS A-2 NOTE PURCHASER IS AWARE OF THE FOLLOWING:
(I)
THERE ARE SIGNIFICANT RESTRICTIONS ON AND CONDITIONS TO THE TRANSFERABILITY OF
THE SUBCLASS A-2 NOTE (AND THE SUBCLASS