OF ITS
OBLIGATIONS UNDER THIS AGREEMENT OR TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREIN.
(D)
IT IS A "QUALIFIED PURCHASER" AS SUCH TERM
IS DEFINED IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT.
(E)
TABERNA IS THE SOLE LEGAL AND BENEFICIAL
OWNER OF THE PREFERRED SECURITIES AND THE RELATED TABERNA TRANSFERRED RIGHTS AND
SHALL DELIVER THE PREFERRED SECURITIES FREE AND CLEAR OF ANY LIEN.
(F)
THERE IS NO ACTION, SUIT OR PROCEEDING
BEFORE OR BY ANY GOVERNMENTAL ENTITY, ARBITRATOR OR COURT, DOMESTIC OR FOREIGN,
NOW PENDING OR, TO ITS KNOWLEDGE, THREATENED AGAINST OR AFFECTING IT, EXCEPT FOR
SUCH ACTIONS, SUITS OR PROCEEDINGS THAT, IF ADVERSELY DETERMINED, WOULD NOT,
SINGLY OR IN THE AGGREGATE, ADVERSELY AFFECT THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THE OPERATIVE DOCUMENTS.
11
(G)
THE OUTSTANDING PRINCIPAL AMOUNT OF ITS
RESPECTIVE PREFERRED SECURITIES IS THE FACE AMOUNT AS SET FORTH IN SUCH
PREFERRED SECURITIES.
(H)
TO THE EXTENT APPLICABLE, IT IS AWARE THAT
THE REPLACEMENT COLLATERAL HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT
PURSUANT TO A REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.
(I)
IT IS AN "ACCREDITED INVESTOR," AS SUCH
TERM IS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT.
(J)
IT HAS NOT MADE ANY OFFERS TO SELL, OR
SOLICITATIONS OF ANY OFFERS TO BUY, ALL OR ANY PORTION OF THE PREFERRED
SECURITIES OR TABERNA TRANSFERRED RIGHTS IN VIOLATION OF ANY APPLICABLE
SECURITIES LAWS.
(K)
TO THE EXTENT APPLICABLE, NEITHER IT NOR
ANY OF ITS AFFILIATES, NOR ANY PERSON ACTING ON ITS OR ITS AFFILIATE'S BEHALF
HAS ENGAGED, OR WILL ENGAGE, IN ANY FORM OF "GENERAL SOLICITATION OR GENERAL
ADVERTISING" (WITHIN THE MEANING OF REGULATION D UNDER THE SECURITIES ACT) IN
CONNECTION WITH ANY OFFER OR SALE OF THE PREFERRED SECURITIES OR TABERNA
TRANSFERRED RIGHTS.
(L)
TO THE EXTENT APPLICABLE, IT UNDERSTANDS
AND ACKNOWLEDGES THAT (I) NO PUBLIC MARKET EXISTS FOR THE REPLACEMENT COLLATERAL
AND THAT IT IS UNLIKELY THAT A PUBLIC MARKET WILL EVER EXIST FOR THE REPLACEMENT
COLLATERAL, (II) TABERNA IS ACCEPTING THE REPLACEMENT COLLATERAL FOR ITS OWN
ACCOUNT, FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT OR
OTHER APPLICABLE SECURITIES LAWS, SUBJECT TO ANY REQUIREMENT OF LAW THAT THE
DISPOSITION OF ITS PROPERTY BE AT ALL TIMES WITHIN ITS CONTROL AND SUBJECT TO
ITS ABILITY TO RESELL SUCH REPLACEMENT COLLATERAL PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION
THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO, AND IT AGREES TO THE LEGENDS
AND TRANSFER RESTRICTIONS APPLICABLE TO THE REPLACEMENT COLLATERAL, AND (III) IT
HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS AND REQUEST
ADDITIONAL INFORMATION FROM, THE COMPANY AND IS AWARE THAT IT MAY BE REQUIRED TO
BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE REPLACEMENT COLLATERAL
INDEFINITELY.