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The Note Holder is a private business development company as defined in Section 202(a)(22) of <br />the Investment Advisers Act of 1940. <br />The Note Holder has total assets in excess of $5,000,000, was not formed for the specific purpose <br />of acquiring the Note and is one or more of the following (check one or more, as appropriate): <br />an organization described in Section 501(c)(3) of the Internal Revenue Code; or <br />a corporation; or <br />a Massachusetts or similar business trust; or <br />a partnership. <br />The Note Holder is a trust with total assets exceeding $5,000,000, which was not formed for the <br />specific purpose of acquiring the TIF Note and whose purchase is directed by a person who has <br />such knowledge and experience in financial and business matters that he or she is capable of <br />evaluating the merits and risks of the investment in the TIF Note. <br />S-10 <br />EL185\61\675612.vl <br />LL185\61\675612.v1 <br />