CLASS B NOTE PURCHASER OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.
SECTION 5.03.
SECURITIES ACT.
(A)
THE CLASS B NOTES PURCHASED BY THE CLASS B NOTE PURCHASERS
PURSUANT TO THIS CLASS B NOTE PURCHASE AGREEMENT WILL BE ACQUIRED FOR INVESTMENT
ONLY AND NOT WITH A VIEW TO ANY PUBLIC DISTRIBUTION THEREOF, AND EACH CLASS B
NOTE PURCHASER (AS TO ITSELF) WILL NOT OFFER TO SELL OR OTHERWISE DISPOSE OF ITS
CLASS B 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 B NOTE PURCHASERS ACKNOWLEDGES THAT IT HAS NO RIGHT TO REQUIRE
THE ISSUER TO REGISTER THE CLASS B NOTES UNDER THE SECURITIES ACT OR ANY OTHER
SECURITIES LAW.
EACH OF THE CLASS B NOTE PURCHASERS AGREES THAT THE CLASS B
NOTES MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
COMPLIANCE WITH THE SECURITIES ACT AND TO A PERSON THAT SUCH CLASS B 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 B NOTE
PURCHASERS 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 CLASS B NOTES.
(B)
EACH OF THE CLASS B NOTE PURCHASERS (AS TO ITSELF) IS AWARE OF THE
FOLLOWING:
(I) THERE ARE SIGNIFICANT RESTRICTIONS ON AND CONDITIONS TO THE
TRANSFERABILITY OF THE CLASS B NOTES (AND THE CLASS B NOTES WILL BEAR LEGENDS
REFERRING TO SUCH RESTRICTIONS) AND THERE IS NO MARKET FOR THE CLASS B NOTES AND
NO MARKET IS EXPECTED TO DEVELOP FOR THE CLASS B NOTES, AND ACCORDINGLY, IT MAY
NOT BE POSSIBLE FOR A CLASS B NOTE PURCHASER TO LIQUIDATE SUCH CLASS B NOTE
PURCHASER'S INVESTMENT IN THE CLASS B NOTES; (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 CLASS B NOTES; (III) THERE ARE NUMEROUS RISKS AND
UNCERTAINTIES INVOLVED IN SUCH CLASS B NOTE PURCHASER'S ACQUISITION OF THE CLASS
B NOTES AND SUCH CLASS B 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 SUCH CLASS B 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.
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(C)
EACH CLASS B 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