A-2 NOTE WILL BEAR LEGENDS REFERRING TO
SUCH RESTRICTIONS) AND THERE IS NO MARKET FOR THE SUBCLASS A-2 NOTE AND NO
MARKET IS EXPECTED TO DEVELOP FOR THE SUBCLASS A-2 NOTE, AND ACCORDINGLY, IT MAY
NOT BE POSSIBLE FOR A SUBCLASS A-2 NOTE PURCHASER TO LIQUIDATE THE SUBCLASS A-2
NOTE PURCHASER'S INVESTMENT IN THE SUBCLASS A-2 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-2 NOTE; (III) THERE ARE NUMEROUS
RISKS AND UNCERTAINTIES INVOLVED IN THE SUBCLASS A-2 NOTE PURCHASER'S
ACQUISITION OF THE SUBCLASS A-2 NOTE AND THE SUBCLASS A-2 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-2
NOTE PURCHASER ARE BASED ON ESTIMATES, ASSUMPTIONS, AND FORECASTS WHICH MAY
PROVE TO BE INCORRECT; AND NO ASSURANCE IS GIVEN THAT ACTUAL RESULTS WILL
CORRESPOND WITH THE RESULTS CONTEMPLATED BY THE VARIOUS PROJECTIONS.
(C)
EACH SUBCLASS A-2 NOTE PURCHASER (AS TO ITSELF) HAS KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS, IS CAPABLE OF EVALUATING THE
MERITS AND RISKS OF AN INVESTMENT IN THE SUBCLASS A-2 NOTE AND HAS CAREFULLY
CONSIDERED THE SUITABILITY OF AN INVESTMENT IN SUCH NOTES AND HAS DETERMINED
THAT THE SUBCLASS A-2 NOTE ARE A SUITABLE INVESTMENT.
THE SUBCLASS A-2 NOTE
PURCHASER HAS RECEIVED AND CAREFULLY READ THE TRANSACTION DOCUMENTS AND THE
SUBCLASS A-2 NOTE PURCHASER CONFIRMS THAT ALL DOCUMENTS, RECORDS AND BOOKS
PERTAINING TO THE SUBCLASS A-2 NOTE, THE ISSUER AND ITS ASSETS AND THE OTHER
PARTIES TO THE TRANSACTION DOCUMENTS WHICH ARE RELEVANT TO THE SUBCLASS A-2 NOTE
PURCHASER'S INVESTMENT DECISION HAVE BEEN MADE AVAILABLE TO THE SUBCLASS A-2
NOTE PURCHASER.
THE SUBCLASS A-2 NOTE PURCHASER IS CAPABLE OF BEARING THE RISKS
AND BURDENS OF ITS INVESTMENT IN THE SUBCLASS A-2 NOTE AND IS AWARE THAT AN
EARLY REDEMPTION OF THE SUBCLASS A-2 NOTE MAY OCCUR AND THAT NO PREMIUM WILL BE
PAID UPON ANY EARLY REDEMPTION.
SECTION 5.04.
INVESTMENT COMPANY ACT.
(A)
NEITHER OF THE SUBCLASS A-2 NOTE PURCHASER NOR THE PURCHASER'S
AGENT IS REQUIRED TO REGISTER AS AN "INVESTMENT COMPANY" NOR IS EITHER OF THE
SUBCLASS A-2 NOTE PURCHASER OR THE PURCHASER'S AGENT CONTROLLED BY AN
"INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT.
17
(b)
The Subclass A-2 Note Purchaser and the Purchaser's Agent
acknowledge that the Issuer has not registered as an investment company under
the Investment Company Act.
In connection with the exclusion of the Issuer from
classification as an investment company under the Investment Company Act, the
Subclass A-2 Note Purchaser represents that it constitutes no more than seven
"beneficial owners" of the Subclass A-2 Note for purposes of Section 3(c)(1) of
the Investment Company Act.
Such Subclass A-2 Note Purchaser further represents
that:
(i) it is investing no more than 40% of its assets in the Subclass A-2
Note; (ii) it was not formed for the purpose