Common use of Access to Information, etc.; Sophistication; Lack of Reliance Clause in Contracts

Access to Information, etc.; Sophistication; Lack of Reliance. The Officer represents and warrants that (i) the Officer has carefully reviewed the materials furnished to the Officer in connection with the transaction contemplated hereby, including, without limitation, the Plan and the other materials furnished to the Officer in connection with the transactions contemplated hereby, (ii) the Officer is familiar with the business and financial condition, properties, operations and prospects of the Company and that the Officer has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the Units and to obtain any additional information that the Officer deems necessary, (iii) the Officer’s knowledge and experience in financial and business matters is such that the Officer is capable of evaluating the merits and risk of the investment in the Units, (iv) the Officer has carefully reviewed the terms and provisions of the Securityholders’ Agreement and LLC Agreement and has evaluated the restrictions and obligations contained therein, and (v) the Officer is, and will be at the Closing, either (A) an officer or employee of the Company or one of its subsidiaries or (B) an “Accredited Investor” under Regulation D promulgated under the Act and agrees to furnish such documents and to comply with such reasonable requests of the Company as may be necessary to substantiate the Officer’s status as a qualifying investor in connection with this private offering of Units to the Officer. In furtherance of the foregoing, the Officer represents and warrants that (x) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to the Officer by or on behalf of the Company, except for those representations and warranties contained in Section 8 and the Securityholders’ Agreement, (y) the Officer has relied upon the Officer’s own independent appraisal and investigation, and the advice of the Officer’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company and (z) the Officer will continue to bear sole responsibility for making the Officer’s own independent evaluation and monitoring of the risks of the Officer’s investment in the Company.

Access to Information, etc.; Sophistication; Lack of Reliance. The Officer Employee represents and warrants that (i) the Officer Employee has carefully reviewed the materials furnished to the Officer Employee in connection with the transaction contemplated hereby, including, without limitation, the Plan and the other materials furnished to the Officer Employee in connection with the transactions contemplated hereby, (ii) the Officer Employee is familiar with the business and financial condition, properties, operations and prospects of the Company Holding and that the Officer Employee has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company Holding concerning the Company Holding and the terms and conditions of the purchase grant of the Units Shares and to obtain any additional information that the Officer Employee deems necessary, (iii) the OfficerEmployee’s knowledge and experience in financial and business matters is such that the Officer Employee is capable of evaluating the merits and risk of the investment interest in the UnitsShares, (iv) the Officer Employee has carefully reviewed the terms and provisions of the Securityholders’ Stockholders Agreement and LLC Registration Rights Agreement and has evaluated the restrictions and obligations contained therein, and (v) the Officer Employee is, and will be at the Closing, either (A) an officer or employee of the Company Holding or one of its subsidiaries or (B) an “Accredited Investor” under Regulation D promulgated under the Act and agrees to furnish such documents and to comply with such reasonable requests of the Company Holding as may be necessary to substantiate the OfficerEmployee’s status as a qualifying investor in connection with this private offering of Units Shares to the OfficerEmployee. In furtherance of the foregoing, the Officer Employee represents and warrants that (x) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company Holding or as to the desirability or value of an investment in the Company Holding has been made to the Officer Employee by or on behalf of the CompanyHolding, except for those representations and warranties contained in Section 8 9 and the Securityholders’ Stockholders Agreement, (y) the Officer Employee has relied upon the OfficerEmployee’s own independent appraisal and investigation, and the advice of the OfficerEmployee’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company Holding and (z) the Officer Employee will continue to bear sole responsibility for making the OfficerEmployee’s own independent evaluation and monitoring of the risks of the OfficerEmployee’s investment in the CompanyHolding.

Access to Information, etc.; Sophistication; Lack of Reliance. The Officer Purchaser represents and warrants that (i) the Officer Purchaser has carefully reviewed the materials furnished to the Officer Purchaser in connection with the transaction contemplated hereby, including, without limitation, the Plan and the other materials furnished to the Officer Purchaser in connection with the transactions contemplated hereby, (ii) the Officer Purchaser is familiar with the business and financial condition, properties, operations and prospects of the Company Holding and that the Officer Purchaser has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company Holding concerning the Company Holding and the terms and conditions of the purchase of the Units Shares and to obtain any additional information that the Officer Purchaser deems necessary, (iii) the OfficerPurchaser’s knowledge and experience in financial and business matters is such that the Officer Purchaser is capable of evaluating the merits and risk of the investment in the UnitsShares, (iv) the Officer Purchaser has carefully reviewed the terms and provisions of the Securityholders’ Stockholders Agreement and LLC Registration Rights Agreement and has evaluated the restrictions and obligations contained therein, and (v) the Officer Purchaser is, and will be at the Closing, either (A) an officer or employee of the Company Holding or one of its subsidiaries or (B) an “Accredited Investor” under Regulation D promulgated under the Act and agrees to furnish such documents and to comply with such reasonable requests of the Company Holding as may be necessary to substantiate the OfficerPurchaser’s status as a qualifying investor in connection with this private offering of Units Shares to the OfficerPurchaser. In furtherance of the foregoing, the Officer Purchaser represents and warrants that (x) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company Holding or as to the desirability or value of an investment in the Company Holding has been made to the Officer Purchaser by or on behalf of the CompanyHolding, except for those representations and warranties contained in Section 8 9 and the Securityholders’ Stockholders Agreement, (y) the Officer Purchaser has relied upon the OfficerPurchaser’s own independent appraisal and investigation, and the advice of the OfficerPurchaser’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company Holding and (z) the Officer Purchaser will continue to bear sole responsibility for making the OfficerPurchaser’s own independent evaluation and monitoring of the risks of the OfficerPurchaser’s investment in the CompanyHolding.

Access to Information, etc.; Sophistication; Lack of Reliance. The Officer Purchaser represents and warrants that (i) the Officer Purchaser has carefully reviewed the materials furnished to the Officer Purchaser in connection with the transaction contemplated hereby, including, without limitation, the Plan and the other materials furnished to the Officer Purchaser in connection with the transactions contemplated hereby, (ii) the Officer Purchaser is familiar with the business and financial condition, properties, operations and prospects of the Company Holding and that the Officer Purchaser has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company Holding concerning the Company Holding and the terms and conditions of the purchase of the Units Shares and to obtain any additional information that the Officer Purchaser deems necessary, (iii) the Officer’s Purchaser's knowledge and experience in financial and business matters is such that the Officer Purchaser is capable of evaluating the merits and risk of the investment in the UnitsShares, (iv) the Officer Purchaser has carefully reviewed the terms and provisions of the Securityholders’ Stockholders Agreement and LLC Registration Rights Agreement and has evaluated the restrictions and obligations contained therein, and (v) the Officer Purchaser is, and will be at the Closing, either (A) an officer or employee of the Company Holding or one of its subsidiaries or (B) an “"Accredited Investor” " under Regulation D promulgated under the Act and agrees to furnish such documents and to comply with such reasonable requests of the Company Holding as may be necessary to substantiate the Officer’s Purchaser's status as a qualifying investor in connection with this private offering of Units Shares to the OfficerPurchaser. In furtherance of the foregoing, the Officer Purchaser represents and warrants that (x) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company Holding or as to the desirability or value of an investment in the Company Holding has been made to the Officer Purchaser by or on behalf of the CompanyHolding, except for those representations and warranties contained in Section 8 9 and the Securityholders’ Stockholders Agreement, (y) the Officer Purchaser has relied upon the Officer’s Purchaser's own independent appraisal and investigation, and the advice of the Officer’s Purchaser's own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company Holding and (z) the Officer Purchaser will continue to bear sole responsibility for making the Officer’s Purchaser's own independent evaluation and monitoring of the risks of the Officer’s Purchaser's investment in the CompanyHolding.