Common use of Certain Representations and Warranties Clause in Contracts

Certain Representations and Warranties. 3.5.1 Each Investor hereby represents and warrants to each of the Lead Investors and to Parent that (i) it has not entered into any formal or informal agreement, arrangement or understanding with any other potential investor or group of investors, the Company, or any shareholder of the Company with respect to the subject matter of this Agreement or the Merger Agreement or any other similar transaction involving the Company, other than the agreements expressly contemplated by this Agreement, the Merger Agreement, the Joint Bidding Agreement, Permitted Syndication and the Support Agreement; (ii) if such Investor is a corporate entity, it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and is duly qualified to conduct business, and is in good standing, in each other jurisdiction where the ownership of its properties or the conduct of its business makes such qualification necessary; (iii) he/it is the lawful owner of the Rollover Shares; (iv) none of the information supplied by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement; (v) it has all necessary power and authority to execute, deliver and perform its obligations under this Agreement in accordance with the terms of this Agreement; (vi) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and, if the Investor is a corporate entity, do not contravene any provision of its partnership agreement, limited liability company agreement or other organizational documents, or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its/his assets; (vii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by such Investor, as applicable, have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement; (viii) this Agreement constitutes a legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms; and (ix) if such Investor is a Sponsor, such Sponsor, or its applicable Affiliate(s) party to the Equity Commitment Letter, will have sufficient funds, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill its “Equity Commitment” (as defined in each Investor’s Equity Commitment Letter). No Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives makes or has made any express or implied representation or warranty on behalf of such Investor or any of its Affiliates in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5 and no Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives has relied on any express or implied representation or warranty in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5.1.

Certain Representations and Warranties. 3.5.1 Each Investor hereby represents By executing and warrants delivering an Assignment and Acceptance, the parties thereunder confirm to and agree with each of other and the Lead Investors and to Parent that other parties hereto as follows: (i) other than the representation and warranty that it has not entered into is the legal and beneficial owner of the interest being assigned thereby free and clear of any formal adverse claim, the assigning Lender makes no representation or informal agreementwarranty, arrangement express or understanding implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Credit Documents or any other potential investor instrument or group document furnished pursuant hereto or the attachment, perfection or priority of investors, any security interest; (ii) the Company, assigning Lender makes no representation or any shareholder of the Company warranty and assumes no responsibility with respect to the subject matter financial condition of this Agreement the Borrower and its affiliates, related entities or the Merger Agreement Subsidiaries or any other similar transaction involving person primarily or secondarily liable in respect of any of the CompanyBorrower Obligations, other than the agreements expressly contemplated by this Agreement, the Merger Agreement, the Joint Bidding Agreement, Permitted Syndication and the Support Agreement; (ii) if such Investor is a corporate entity, it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and is duly qualified to conduct business, and is in good standing, in each other jurisdiction where the ownership of its properties or the conduct performance or observance by the Borrower or any other person primarily or secondarily liable in respect of its business makes such qualification necessary; (iii) he/it is the lawful owner any of the Rollover Shares; (iv) none Borrower Obligations or any of the information supplied by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement; (v) it has all necessary power and authority to execute, deliver and perform its their obligations under this Agreement in accordance or any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Credit Documents, together with copies of the most recent financial statements provided by the Borrower as required by the terms of this Agreement; , together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee represents and warrants that it is an Eligible Assignee if required hereunder; (vi) such assignee appoints and authorizes the executionAdministrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms hereof or thereof, delivery and performance together with such powers as are reasonably incidental thereto; (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement have been duly authorized are required to be performed by all necessary action it as a Lender; and, if the Investor is a corporate entity, do not contravene any provision of its partnership agreement, limited liability company agreement or other organizational documents, or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its/his assets; (vii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by such Investor, as applicable, have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement; (viii) this Agreement constitutes a legal, valid such assignee represents and binding obligation of warrants that it is legally authorized to enter into such Investor enforceable against such Investor in accordance with its terms; Assignment and (ix) if such Investor is a Sponsor, such Sponsor, or its applicable Affiliate(s) party to the Equity Commitment Letter, will have sufficient funds, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill its “Equity Commitment” (as defined in each Investor’s Equity Commitment Letter). No Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives makes or has made any express or implied representation or warranty on behalf of such Investor or any of its Affiliates in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5 and no Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives has relied on any express or implied representation or warranty in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5.1Acceptance.

Certain Representations and Warranties. 3.5.1 (a) Each Investor Investor, severally and not jointly, hereby represents and warrants to each of the Lead other Investors and to Parent that that: (i) it such Investor has not entered into, and will not enter into prior to the Closing, any formal or informal agreement, arrangement or understanding with any other potential investor or group of investors, the Company, or any shareholder or securityholder of the Company (other than its Affiliates) with respect to the subject matter of this Agreement or the Merger Agreement or any other similar transaction involving the Company, (other than the agreements expressly contemplated by this Agreement, the Merger Agreement, the Joint Bidding Permitted Syndication, the Equity Commitment Letters, the Warrant Exchange Agreement, Permitted Syndication and the Support Noteholder Conversion Agreement; ); (ii) if such Investor is a corporate entitynot an individual, it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and is duly qualified to conduct business, and is in good standing, in each other jurisdiction where the ownership of its properties or the conduct of its business makes such qualification necessary; ; (iii) he/it such Investor is the sole record and lawful owner of the Rollover Shares or securities underlying the Rollover Shares; ; (iv) none of the information supplied by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement Information Statement, Schedule 13E-3, or Schedule 13E-3 other filings contemplated by the Merger Agreement or otherwise required pursuant to applicable Law will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement; ; (v) if such Investor is not an individual, it has all necessary power and authority to execute, deliver and perform its obligations under this Agreement in accordance with the terms of this Agreement and if such Investor is an individual, he or she has full legal capacity, right, and authority to execute and deliver this Agreement and to perform his or her obligations hereunder and no spousal consent is required in connection with the execution, delivery and performance by such Investor of this Agreement; ; (vi) the execution, delivery and performance of this Agreement have has been duly authorized by all necessary action andaction, if the Investor is a corporate entity, do does not contravene any provision of its partnership agreement, limited liability company agreement or other organizational documentsdocuments (if the Investor is not an individual), or and does not contravene any material Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its/his such Investor’s assets; ; (vii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by such Investor, as applicable, have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this AgreementAgreement by such Investor, subject to the filings, consents, approvals and other actions contemplated by the Merger Agreement for the consummation of the transactions contemplated therein; and (viii) this Agreement constitutes a legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms; , subject to bankruptcy, insolvency, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights and to general equitable principles. (ixb) if such Investor Xxxxxx and Merger Sub, jointly and severally, hereby represent and warrant to each of the Investors that: (i) the execution, delivery and performance of this Agreement has been duly authorized by all necessary action, does not contravene any provision of its partnership agreement, limited liability company agreement or other organizational documents, and does not contravene any material Law, regulation, rule, decree, order, judgment or contractual restriction binding on Parent or Merger Sub or Parent’s or Merger Sub’s assets; (ii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by Xxxxxx and Merger Sub, as applicable, have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement by Parent and Merger Sub, subject to the filings, consents, approvals and other actions contemplated by the Merger Agreement for the consummation of the transactions contemplated therein; (iii) this Agreement constitutes a Sponsorlegal, such Sponsorvalid and binding obligation of Parent or Merger Sub enforceable against Parent or Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights and to general equitable principles; (iv) the Rollover Shares will be duly authorized and validly issued, fully paid and nonassessable shares of Parent and will be free and clear from all Liens (other than restrictions under applicable federal and state securities Laws or as provided in the Shareholders’ Agreements); (v) Parent and Merger Sub have not violated any applicable federal or state securities Laws in connection with the offer, sale or issuance of any of its applicable Affiliate(sequity interests; (vi) party to except for the Merger Agreement, the Equity Commitment LetterLetters, the Warrant Exchange Agreement, the Noteholder Conversion Agreement, the Rollover Agreements, the Shareholders’ Agreement, and the other Transaction Documents, there are, and as of the Closing there will have sufficient fundsbe, available lines no agreements between Parent or any equity holders or Affiliates of credit, unfunded capital commitments Parent with respect to the voting or transfer of equity interests of Parent or any other sources aspect of immediately available funds the affairs of Parent; and (vii) Parent and Merger Sub are not aware of any fact or circumstance that could reasonably be expected to fulfill its “Equity Commitment” prevent the transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment. (as defined in each Investor’s Equity Commitment Letter). c) No Investor, Investor or any of its Affiliates, Parent, any of its Subsidiaries Merger Sub or any of their respective officers, employees, agents or representatives makes or has made any express or implied representation or warranty on behalf of such Investor or any of its Affiliates in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5 3.5, the Equity Commitment Letter, the Warrant Exchange Agreement, the Noteholder Conversion Agreement, the Merger Agreement, or any other Transaction Document to which it is a party, and no Investor, Investor nor any of its Affiliates, Parent, any of its Subsidiaries Merger Sub or any of their respective officers, employees, agents or representatives has relied on any express or implied representation or warranty in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5.13.5, the Equity Commitment Letter, the Warrant Exchange Agreement, the Noteholder Conversion Agreement, the Merger Agreement, or any other Transaction Document to which it is a party.

Certain Representations and Warranties. 3.5.1 Each Investor hereby The Sublessee represents and warrants to each the Sublessor that, as of the Lead Investors and to Parent that date hereof: (a) the Sublessee is (i) it has not entered into any formal or informal agreement, arrangement or understanding with any other potential investor or group of investors, the Company, or any shareholder of the Company with respect to the subject matter of this Agreement or the Merger Agreement or any other similar transaction involving the Company, other than the agreements expressly contemplated by this Agreement, the Merger Agreement, the Joint Bidding Agreement, Permitted Syndication and the Support Agreement; (ii) if such Investor is a corporate entity, it is [corporation/limited liability company] duly [organized/formed], validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of organizationformation, (ii) has the [corporate/limited liability company] power and authority to own its properties and to carry on its business as now being and hereafter proposed to be conducted, and (iii) is duly qualified to conduct businessqualified, and is in good standing, standing and authorized to do business in each other jurisdiction where in which the ownership character of its properties or the conduct nature of its business makes businesses requires such qualification necessary; or authorization; (iiib) hethe Sublessee has the [corporate/it is the lawful owner of the Rollover Shares; (iv) none of the information supplied by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representations limited liability company] power, and warranties of Parent or Merger Sub set forth in the Merger Agreement; (v) it has taken all necessary power and authority [corporate/limited liability company] action to authorize it, to execute, deliver and perform its obligations under this Agreement in accordance with its terms, and to consummate the terms of this Agreementtransactions contemplated hereby; (vi) the execution, delivery and performance of this Agreement have has been duly authorized executed and delivered by all necessary action and, if the Investor Sublessee and is a corporate entity, do not contravene any provision of its partnership agreement, limited liability company agreement or other organizational documents, or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its/his assets; (vii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by such Investor, as applicable, have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement; (viii) this Agreement constitutes a legal, valid and binding obligation of such Investor the Sublessee enforceable against such Investor in accordance with its terms; ; (c) all of the issued equity interests of the Sublessee are owned directly or indirectly by the Guarantor, free and clear of all liens, encumbrances, equities or claims; (ixd) if such Investor is a Sponsorno consent, such Sponsoraction by or in respect of, approval or other authorization of, or its applicable Affiliate(s) party to the Equity Commitment Letterregistration, will have sufficient fundsdeclaration or filing with, available lines of credit, unfunded capital commitments any Governmental Authority or other sources Person is required for the valid execution and delivery by the Sublessee of immediately available funds to fulfill its “Equity Commitment” (as defined in each Investor’s Equity Commitment Letter). No Investor, this Agreement or for the performance of any of its Affiliatesthe Sublessee’s obligations hereunder other than such consents, Parentapprovals, any authorizations, registrations, declarations or filings as would not have in the aggregate a Material Adverse Effect; (e) the Sublessee is not (i) in violation of its Subsidiaries certificate of [incorporation/ formation] or [by-laws/limited liability company agreement]; (ii) in violation of any Requirement of their respective officersLaw with respect to it or (iii) in violation of any Contractual Obligation with respect to it, employees, agents or representatives makes or has made any express or implied representation or warranty on behalf except in the case of such Investor or any this clause (iii) as would not have in the aggregate a Material Adverse Effect; and (f) the regular course of the Sublessee’s business is renting vehicles in its Affiliates in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5 and no Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives has relied on any express or implied representation or warranty in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5.1daily domestic vehicle rental business.

Certain Representations and Warranties. 3.5.1 Each Investor hereby represents Limitations, Covenants. By executing and warrants delivering an Assignment and Acceptance, the parties to the assignment thereunder confirm to and agree with each of other and the Lead Investors and to Parent that other parties hereto as follows: (i) other than the representation and warranty that it has not entered into is the legal and beneficial owner of the interest being assigned thereby free and clear of any formal adverse claim, the assigning Lender makes no representation or informal agreementwarranty, arrangement express or understanding implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other potential investor instrument or group document furnished pursuant hereto or the attachment, perfection or priority of investors, any security interest or mortgage; (ii) the Company, assigning Lender makes no representation or any shareholder of the Company warranty and assumes no responsibility with respect to the subject matter financial condition of this Agreement the Borrowers and its affiliates, related entities or the Merger Agreement subsidiaries or any other similar transaction involving person primarily or secondarily liable in respect of any of the CompanyLiabilities, other than the agreements expressly contemplated by this Agreement, the Merger Agreement, the Joint Bidding Agreement, Permitted Syndication and the Support Agreement; (ii) if such Investor is a corporate entity, it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and is duly qualified to conduct business, and is in good standing, in each other jurisdiction where the ownership of its properties or the conduct performance or observance by the Borrowers or any other person primarily secondarily liable in respect of its business makes such qualification necessary; (iii) he/it is the lawful owner any of the Rollover Shares; (iv) none Liabilities or any of the information supplied by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement; (v) it has all necessary power and authority to execute, deliver and perform its their obligations under this Agreement in accordance or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statement provided by the Borrowers as required by the terms of this Agreement; , together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee represents and warrants that (to the extent required herein) it is an Eligible Assignee; (vi) such assignee appoints and authorizes the executionAdministrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, delivery and performance together with such powers as are reasonably incidental thereto; (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement have been duly authorized are required to be performed by all necessary action it as a Lender; and, if the Investor is a corporate entity, do not contravene any provision of its partnership agreement, limited liability company agreement or other organizational documents, or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its/his assets; (vii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by such Investor, as applicable, have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement; (viii) this Agreement constitutes a legal, valid such assignee represents and binding obligation of warrants that it is legally authorized to enter into such Investor enforceable against such Investor in accordance with its terms; Assignment and (ix) if such Investor is a Sponsor, such Sponsor, or its applicable Affiliate(s) party to the Equity Commitment Letter, will have sufficient funds, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill its “Equity Commitment” (as defined in each Investor’s Equity Commitment Letter). No Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives makes or has made any express or implied representation or warranty on behalf of such Investor or any of its Affiliates in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5 and no Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives has relied on any express or implied representation or warranty in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5.1Acceptance.

Certain Representations and Warranties. 3.5.1 Each Investor hereby represents Guarantor represents, warrants to and warrants agrees with Lender as to each of the Lead Investors matters set forth below: (a) Guarantor is an individual residing at the address set forth herein; (b) Guarantor has the full legal capacity and unconditional right to execute and deliver this Guaranty and each of the other Loan Documents to which Guarantor is or will be a party, and to Parent that perform all of Guarantor's obligations hereunder and thereunder; (c) the execution and delivery by Guarantor of this Guaranty and each of the other Loan Documents to which Guarantor is or will be a party, and the performance by Guarantor of all of Guarantor's obligations hereunder and thereunder will not violate or be in conflict with any term or provision of (i) it has not entered into any formal law, rule statute, ordinance, regulation, code, (including, without limitation, any applicable usury or informal agreementsimilar law), arrangement (ii) any judgments, orders, writs, injunction, or understanding with decrees or (iii) any mortgages, indentures, leases, licenses, agreements, understandings, instruments, contracts, proposed transactions or other potential investor obligation of Guarantor or group of investors, the Companyto which Guarantor is a party or by which Guarantor, or any shareholder material part of Guarantor's assets and properties, may be bound or subject, and will not result in the Company with respect to the subject matter creation or imposition of this Agreement any Lien upon any of Guarantor's assets or properties; (d) Guarantor shall not take any action or inaction that may impair any material part of Guarantor's assets and properties; (e) no licenses, permits, franchises, approvals, consents, waivers, notices, authorizations, qualifications, concessions, or the Merger Agreement like, or any other similar transaction involving the Companyregistration, other than the agreements expressly contemplated by this Agreement, the Merger Agreement, the Joint Bidding Agreement, Permitted Syndication and the Support Agreement; declaration or filing are required (ii1) if such Investor is a corporate entity, it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and is duly qualified to conduct business, and is in good standing, in each other jurisdiction where the ownership of its properties or the conduct of its business makes such qualification necessary; (iii) he/it is the lawful owner of the Rollover Shares; (iv) none of the information supplied by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement; (v) it has all necessary power and authority to execute, deliver and perform its obligations under this Agreement in accordance connection with the terms of this Agreement; (vi) the due and valid execution, delivery and performance by Guarantor of this Agreement have been duly authorized by all necessary action and, if the Investor Guaranty or any other Loan Document to which Guarantor is or will be a corporate entity, do not contravene any provision of its partnership agreement, limited liability company agreement or other organizational documentsparty, or any Law(2) to effect the legality, regulationvalidity, rule, decree, order, judgment binding effect or contractual restriction binding on such Investor or its/his assetsenforceability of this Guaranty; (vii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by such Investor, as applicable, have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement; (viiif) this Agreement constitutes a Guaranty is the legal, valid and binding obligation of such Investor Guarantor, enforceable against such Investor Guarantor in accordance with its termsterms and provisions; and (ixg) if such Investor Guarantor is a Sponsorsolvent (i.e., such Sponsorthe aggregate fair value of Guarantor's assets exceeds the sum of Guarantor's actual and contingent liabilities) and, or its applicable Affiliate(s) party both before and after taking into account the Guarantor Obligations, Guarantor has adequate capital and is able to the Equity Commitment Letter, will have sufficient funds, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill its “Equity Commitment” (pay his debts as defined in each Investor’s Equity Commitment Letter). No Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives makes or has made any express or implied representation or warranty on behalf of such Investor or any of its Affiliates in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5 and no Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives has relied on any express or implied representation or warranty in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5.1they mature.

Certain Representations and Warranties. 3.5.1 Each Investor Sponsor hereby represents and warrants to each of the Lead Investors and to Parent other Sponsors that (i) it owns the number of shares of Company Common Stock set forth opposite its name on Exhibit D hereto; (ii) it has not entered into any formal or informal agreement, arrangement or understanding with any other potential investor or group of investors, the Company, Company or any shareholder of the Company Stockholders with respect to the subject matter of this Agreement or the Merger Agreement or any other similar transaction involving the CompanyAgreement, other than the agreements expressly contemplated by this Agreement, the Merger Agreement, the Joint Bidding Agreement, Permitted Syndication Agreement and the Support AgreementDebt Commitment Letters; (iiiii) if such Investor is a corporate entity, it is duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of organization, and is duly qualified to conduct business, and is in good standing, in each other jurisdiction where the ownership of its properties or the conduct of its business makes such qualification necessary; (iii) he/it is the lawful owner of the Rollover Shares; (iv) none of the information supplied by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement; (v) it has all necessary power and authority to execute, deliver and perform its obligations under this Agreement in accordance with the terms of this Agreement; (viv) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and, if the Investor is a corporate entity, and do not contravene any provision of its partnership agreement, limited liability company agreement or other organizational documents, documents or any Lawlaw, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor Sponsor or its/his its assets; (viivi) except for any consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority contemplated by the Merger Agreement, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by such Investor, as applicable, Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement; and (viiivii) this Agreement constitutes a legal, valid and binding obligation of such Investor Sponsor enforceable against such Investor Sponsor in accordance with its terms; and (ix) if such Investor is a Sponsor, such Sponsor, or its applicable Affiliate(s) party subject to the Equity Commitment Letter, will have sufficient funds, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill its “Equity Commitment” (as defined in each Investor’s Equity Commitment Letter)Enforceability Limitations. No InvestorSponsor, any of its Affiliates, ParentTopco, any of its Subsidiaries or any of their respective officers, employees, agents or representatives makes or has made any express or implied representation or warranty on behalf of such Investor Sponsor or any of its Affiliates in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5 and no InvestorSponsor, any of its Affiliates, ParentTopco, any of its Subsidiaries or any of their respective officers, employees, agents or representatives has relied on any express or implied representation or warranty in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5.13.5. 3.5.2 Topco hereby represents and warrants to the Sponsors that (i) the equity securities of Topco to be issued to the Sponsors pursuant to the Exchange shall be duly and validly authorized and issued, fully paid and nonassessable (if applicable), and free and clear of all liens, other than restrictions arising under applicable securities laws or the organizational documents of Topco, and good and valid title to such equity securities of Topco shall pass to the Sponsors upon the consummation of the Exchange; (ii) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified to conduct business, and is in good standing, in each other jurisdiction where the ownership of its properties or the conduct of its business makes such qualification necessary; (iii) it has all necessary power and authority to execute, deliver and perform its obligations under this Agreement in accordance with the terms of this Agreement; (iv) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of its organizational documents or any law, regulation, rule, decree, order, judgment or contractual restriction binding on Topco or its assets; (v) except for any consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority contemplated by the Merger Agreement, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by Topco have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement; and (vi) this Agreement constitutes a legal, valid and binding obligation of Topco enforceable against Topco in accordance with its terms, subject to Enforceability Limitations.

Certain Representations and Warranties. 3.5.1 Each Investor hereby represents Limitations, Covenants. By executing and warrants delivering an Assignment and Acceptance, the parties to the assignment thereunder confirm to and agree with each of other and the Lead Investors and to Parent that other parties hereto as follows: (i) other than the representation and warranty that it has not entered into is the legal and beneficial owner of the interest being assigned thereby free and clear of any formal adverse claim, the assigning Lender makes no representation or informal agreementwarranty, arrangement express or understanding implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other potential investor instrument or group document furnished pursuant hereto or the attachment, perfection or priority of investors, any security interest or mortgage; (ii) the Company, assigning Lender makes no representation or any shareholder of the Company warranty and assumes no responsibility with respect to the subject matter financial condition of this Agreement the Borrowers and its affiliates, related entities or the Merger Agreement subsidiaries or any other similar transaction involving person primarily or secondarily liable in respect of any of the CompanyLiabilities, other than the agreements expressly contemplated by this Agreement, the Merger Agreement, the Joint Bidding Agreement, Permitted Syndication and the Support Agreement; (ii) if such Investor is a corporate entity, it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and is duly qualified to conduct business, and is in good standing, in each other jurisdiction where the ownership of its properties or the conduct performance or observance by the Borrowers or any other person primarily secondarily liable in respect of its business makes such qualification necessary; (iii) he/it is the lawful owner any of the Rollover Shares; (iv) none Liabilities or any of the information supplied by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement; (v) it has all necessary power and authority to execute, deliver and perform its their obligations under this Agreement in accordance or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statement provided by the Borrowers as required by the terms of this Agreement; , together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, the Agents or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee represents and warrants that (to the extent required herein) it is an Eligible Assignee; (vi) such assignee appoints and authorizes the executionAgents to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agents by the terms hereof or thereof, delivery and performance together with such powers as are reasonably incidental thereto; (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement have been duly authorized are required to be performed by all necessary action it as a Lender; and, if the Investor is a corporate entity, do not contravene any provision of its partnership agreement, limited liability company agreement or other organizational documents, or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its/his assets; (vii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by such Investor, as applicable, have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement; (viii) this Agreement constitutes a legal, valid such assignee represents and binding obligation of warrants that it is legally authorized to enter into such Investor enforceable against such Investor in accordance with its terms; Assignment and (ix) if such Investor is a Sponsor, such Sponsor, or its applicable Affiliate(s) party to the Equity Commitment Letter, will have sufficient funds, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill its “Equity Commitment” (as defined in each Investor’s Equity Commitment Letter). No Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives makes or has made any express or implied representation or warranty on behalf of such Investor or any of its Affiliates in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5 and no Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives has relied on any express or implied representation or warranty in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5.1Acceptance.

Certain Representations and Warranties. 3.5.1 Each Investor hereby represents Limitations, Covenants. By executing and warrants delivering an Assignment and Acceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (a) other than the representation and warranty that it is the legal and beneficial owner of the Lead Investors interest being assigned thereby free and clear of any adverse claim, unless specifically agreed in writing otherwise by the assigning Lender, the assigning Lender makes no representation or warranty, express or implied, and assumes no responsibility with respect to Parent that (i) it has not entered into any formal statements, warranties or informal agreementrepresentations made in or in connection with this Loan Agreement or the execution, arrangement legality, validity, enforceability, genuineness, sufficiency or understanding with value of this Loan Agreement, the other Loan Documents or any other potential investor instrument or group document furnished pursuant hereto or the attachment, perfection or priority of investorsany security interest or mortgage; (b) unless specifically agreed in writing otherwise by the assigning Lender, the Company, assigning Lender makes no representation or any shareholder of the Company warranty and assumes no responsibility with respect to the subject matter financial condition of this Agreement either Borrower and its affiliates, related entities or subsidiaries or any other person primarily or secondarily liable in respect of any of the Obligations, or the Merger performance or observance by either Borrower or any other Person primarily or secondarily liable in respect of any of the Obligations of any of their obligations under this Loan Agreement or any of the other similar transaction involving the Company, Loan Documents or any other than the agreements expressly contemplated by instrument or document furnished pursuant hereto or thereto; (c) such assignee confirms that it has received a copy of this Loan Agreement, the Merger Agreement, the Joint Bidding Agreement, Permitted Syndication and the Support Agreement; (ii) if such Investor is a corporate entity, it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and is duly qualified to conduct business, and is in good standing, in each other jurisdiction where the ownership of its properties or the conduct of its business makes such qualification necessary; (iii) he/it is the lawful owner together with copies of the Rollover Shares; (iv) none of the information supplied most recent financial statements provided by such Investor specifically for inclusion or incorporation each Borrower as required by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement; (v) it has all necessary power and authority to execute, deliver and perform its obligations under this Agreement in accordance with the terms of this Loan Agreement; , together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (vid) unless specifically agreed in writing otherwise by the executionassigning Lender, delivery such assignee will, independently and performance of this Agreement have been duly authorized by all necessary action andwithout reliance upon the assigning Lender, if the Investor is a corporate entity, do not contravene any provision of its partnership agreement, limited liability company agreement or other organizational documents, Agent or any Law, regulation, rule, decree, order, judgment or contractual restriction binding other Lender and based on such Investor documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or its/his assets; not taking action under this Loan Agreement; (viie) all consentssuch assignee represents and warrants that it is an Eligible Assignee; (f) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Loan Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, approvals, authorizations, permits of, filings together with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by such Investor, powers as applicable, have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement; are reasonably incidental thereto; (viiig) this Agreement constitutes a legal, valid and binding obligation of such Investor enforceable against such Investor assignee agrees that it will perform in accordance with its termstheir terms all of the obligations that by the terms of this Loan Agreement are required to be performed by it as a Lender; and (h) such assignee represents and (ix) if warrants that it is legally authorized to enter into such Investor is a Sponsor, such Sponsor, or its applicable Affiliate(s) party to the Equity Commitment Letter, will have sufficient funds, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill its “Equity Commitment” (as defined in each Investor’s Equity Commitment Letter). No Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives makes or has made any express or implied representation or warranty on behalf of such Investor or any of its Affiliates in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5 Assignment and no Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives has relied on any express or implied representation or warranty in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5.1Acceptance.

Certain Representations and Warranties. 3.5.1 (a) Each Investor Investor, severally and not jointly, hereby represents and warrants to each of the Lead other Investors and to Parent that that: (i) it such Investor has not entered into, and will not enter into prior to the Closing, any formal or informal agreement, arrangement or understanding with any other potential investor or group of investors, the Company, or any shareholder or securityholder of the Company (other than its Affiliates) with respect to the subject matter of this Agreement or the Merger Agreement or any other similar transaction involving the Company, (other than the agreements expressly contemplated by this Agreement, the Merger Agreement, the Joint Bidding Permitted Syndication, the Equity Commitment Letters, the Warrant Exchange Agreement, Permitted Syndication and the Support Noteholder Conversion Agreement; ); (ii) if such Investor is a corporate entitynot an individual, it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and is duly qualified to conduct business, and is in good standing, in each other jurisdiction where the ownership of its properties or the conduct of its business makes such qualification necessary; ; (iii) he/it such Investor is the sole record and lawful owner of the Rollover Shares or securities underlying the Rollover Shares; ; (iv) none of the information supplied by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement Information Statement, Schedule 13E-3, or Schedule 13E-3 other filings contemplated by the Merger Agreement or otherwise required pursuant to applicable Law will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement; ; (v) if such Investor is not an individual, it has all necessary power and authority to execute, deliver and perform its obligations under this Agreement in accordance with the terms of this Agreement and if such Investor is an individual, he or she has full legal capacity, right, and authority to execute and deliver this Agreement and to perform his or her obligations hereunder and no spousal consent is required in connection with the execution, delivery and performance by such Investor of this Agreement; ; (vi) the execution, delivery and performance of this Agreement have has been duly authorized by all necessary action andaction, if the Investor is a corporate entity, do does not contravene any provision of its partnership agreement, limited liability company agreement or other organizational documentsdocuments (if the Investor is not an individual), or and does not contravene any material Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its/his such Investor’s assets; ; (vii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by such Investor, as applicable, have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this AgreementAgreement by such Investor, subject to the filings, consents, approvals and other actions contemplated by the Merger Agreement for the consummation of the transactions contemplated therein; and (viii) this Agreement constitutes a legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms; , subject to bankruptcy, insolvency, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights and to general equitable principles. (ixb) if such Investor Pxxxxx and Merger Sub, jointly and severally, hereby represent and warrant to each of the Investors that: (i) the execution, delivery and performance of this Agreement has been duly authorized by all necessary action, does not contravene any provision of its partnership agreement, limited liability company agreement or other organizational documents, and does not contravene any material Law, regulation, rule, decree, order, judgment or contractual restriction binding on Parent or Merger Sub or Parent’s or Merger Sub’s assets; (ii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by Pxxxxx and Merger Sub, as applicable, have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement by Parent and Merger Sub, subject to the filings, consents, approvals and other actions contemplated by the Merger Agreement for the consummation of the transactions contemplated therein; (iii) this Agreement constitutes a Sponsorlegal, such Sponsorvalid and binding obligation of Parent or Merger Sub enforceable against Parent or Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights and to general equitable principles; (iv) the Rollover Shares will be duly authorized and validly issued, fully paid and nonassessable shares of Parent and will be free and clear from all Liens (other than restrictions under applicable federal and state securities Laws or as provided in the Shareholders’ Agreements); (v) Parent and Merger Sub have not violated any applicable federal or state securities Laws in connection with the offer, sale or issuance of any of its applicable Affiliate(sequity interests; (vi) party to except for the Merger Agreement, the Equity Commitment LetterLetters, the Warrant Exchange Agreement, the Noteholder Conversion Agreement, the Rollover Agreements, the Shareholders’ Agreement, and the other Transaction Documents, there are, and as of the Closing there will have sufficient fundsbe, available lines no agreements between Parent or any equity holders or Affiliates of credit, unfunded capital commitments Parent with respect to the voting or transfer of equity interests of Parent or any other sources aspect of immediately available funds the affairs of Parent; and (vii) Parent and Merger Sub are not aware of any fact or circumstance that could reasonably be expected to fulfill its “Equity Commitment” prevent the transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment. (as defined in each Investor’s Equity Commitment Letter). c) No Investor, Investor or any of its Affiliates, Parent, any of its Subsidiaries Merger Sub or any of their respective officers, employees, agents or representatives makes or has made any express or implied representation or warranty on behalf of such Investor or any of its Affiliates in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5 3.5, the Equity Commitment Letter, the Warrant Exchange Agreement, the Noteholder Conversion Agreement, the Merger Agreement, or any other Transaction Document to which it is a party, and no Investor, Investor nor any of its Affiliates, Parent, any of its Subsidiaries Merger Sub or any of their respective officers, employees, agents or representatives has relied on any express or implied representation or warranty in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5.13.5, the Equity Commitment Letter, the Warrant Exchange Agreement, the Noteholder Conversion Agreement, the Merger Agreement, or any other Transaction Document to which it is a party.

Certain Representations and Warranties. 3.5.1 Each Investor hereby The Pledgor represents and warrants to each of the Lead Investors and to Parent that warrants, (i) it has not entered into any formal or informal agreementand, arrangement or understanding with any other potential investor or group of investors, the Company, or any shareholder of the Company with respect to clause (e) below, covenants), except as set forth on Schedule 10 hereto, to the subject matter Lender that: (a) All shares of this Agreement Pledged Stock are fully paid, duly and properly issued, nonassessable and owned by the Pledgor free and clear of any Lien, preemptive right, claim and legend of any kind whatsoever, except those Liens granted to the Lender, and the Pledged Stock constitutes all of the outstanding securities of any class or kind of the Merger Agreement Issuer owned by the Pledgor. (b) No effective financing statement or other instrument similar in effect covering all or any other similar transaction involving part of the CompanyPledged Collateral is on file in any recording office, other than such financing statement naming the agreements expressly contemplated by Lender, as a secured party. (c) The pledge of the Pledged Collateral pursuant to this AgreementAgreement creates a valid and perfected security interest in the Pledged Collateral, securing the Merger Agreement, payment of the Joint Bidding Agreement, Permitted Syndication and the Support Agreement; (ii) if such Investor is a corporate entity, it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organizationObligations, and is duly qualified all filing and other actions necessary or desirable to conduct business, perfect and is in good standing, in each other jurisdiction where the ownership of its properties or the conduct of its business makes protect such qualification necessary; (iii) he/it is the lawful owner of the Rollover Shares; (iv) none of the information supplied by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement; (v) it has all necessary power and authority to execute, deliver and perform its obligations under this Agreement in accordance with the terms of this Agreement; (vi) the execution, delivery and performance of this Agreement security interest have been or, concurrently herewith, will be duly authorized by all necessary action andmade or taken. (d) No authorization, if the Investor is a corporate entity, do not contravene any provision of its partnership agreement, limited liability company agreement approval or other organizational documents, or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its/his assets; (vii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by such Investor, as applicable, have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body (other than the UCC-1 financing statement listed on Schedule 10 attached hereto) is required in connection with for (i) the pledge by the Pledgor of the Pledged Collateral pursuant to this Agreement, the grant by the Pledgor of the assignment or security interest granted hereby or the execution, delivery or performance of this Agreement by the Pledgor, (ii) the perfection of the Lender’s security interest in the Pledged Collateral or exercise by the Lender of its rights and remedies provided for in this Agreement; , or (viiiiii) the exercise by the Lender of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except as may be required in connection with the disposition of the Pledged Stock by laws affecting the offering and sale of securities generally). (e) The Pledgor has full right, power and authority to enter into this Agreement and to grant the security interest in the Pledged Collateral made hereby, and this Agreement constitutes a the legal, valid and binding obligation of such Investor the Pledgor enforceable against such Investor the Pledgor in accordance with its terms; , except as the enforceability thereof may be (i) limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally, and (ixii) if subject to general principles of equity (regardless of whether such Investor enforceability is considered in a Sponsorproceeding in equity or at law). (f) The Pledged Stock listed on Schedule 2(a) to this Agreement, such Sponsoras may be amended pursuant to this Agreement from time to time, or its applicable Affiliate(s) party to constitutes the Equity Commitment Letter, will have sufficient funds, available lines issued and outstanding common stock of credit, unfunded capital commitments or other sources of immediately available funds to fulfill its “Equity Commitment” (as defined in each Investor’s Equity Commitment Letter). No Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives makes or has made any express or implied representation or warranty on behalf of such Investor or any of its Affiliates in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5 and no Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives has relied on any express or implied representation or warranty in connection with Issuer that is owned by the transactions contemplated hereby other than those expressly set forth in this Section 3.5.1Pledgor.

Certain Representations and Warranties. 3.5.1 Each Investor hereby represents By executing and warrants delivering an Assignment and Acceptance, the parties to such Assignment and Acceptance thereby confirm to and agree with each of other and the Lead Investors and to Parent that other parties hereto as follows: (i) other than the representation and warranty that it has not entered into is the legal and beneficial owner of the interest being assigned thereby free and clear of any formal adverse claim, the assigning Lender makes no representation or informal agreementwarranty, arrangement express or understanding implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Credit Documents or any other potential investor instrument or group document furnished pursuant hereto or the attachment, perfection or priority of investors, any security interest; (ii) the Company, assigning Lender makes no representation or any shareholder of the Company warranty and assumes no responsibility with respect to the subject matter financial condition of this Agreement Borrower and its affiliates, related entities or the Merger Agreement subsidiaries or any other similar transaction involving person primarily or secondarily liable in respect of any of the CompanyBorrower’s Obligations, other than the agreements expressly contemplated by this Agreement, the Merger Agreement, the Joint Bidding Agreement, Permitted Syndication and the Support Agreement; (ii) if such Investor is a corporate entity, it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and is duly qualified to conduct business, and is in good standing, in each other jurisdiction where the ownership of its properties or the conduct performance or observance by Borrower or any other person primarily secondarily liable in respect of its business makes such qualification necessary; (iii) he/it is the lawful owner any of the Rollover Shares; (iv) none Borrower’s Obligations or any of the information supplied by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement; (v) it has all necessary power and authority to execute, deliver and perform its their obligations under this Agreement in accordance or any of (he other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) the assignee confirms that it has received copies of this Agreement and the other Credit Documents, together with copies of the most recent financial statements provided by Borrower, Guarantor and the other Pledgors, as required by the terms of this Agreement; , together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) the assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) the assignee represents and warrants that it is an Eligible Assignee if required hereunder; (vi) the executionassignee appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Credit Documents as are delegated to Administrative Agent by the terms hereof or thereof, delivery and performance together with such powers as are reasonably incidental thereto; (vii) the assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement have been duly authorized are required to be performed by all necessary action it as a Lender; and, if the Investor is a corporate entity, do not contravene any provision of its partnership agreement, limited liability company agreement or other organizational documents, or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its/his assets; (vii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by such Investor, as applicable, have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement; (viii) this Agreement constitutes a legal, valid the assignee represents and binding obligation of warrants that it is legally authorized to enter into such Investor enforceable against such Investor in accordance with its terms; Assignment and (ix) if such Investor is a Sponsor, such Sponsor, or its applicable Affiliate(s) party to the Equity Commitment Letter, will have sufficient funds, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill its “Equity Commitment” (as defined in each Investor’s Equity Commitment Letter). No Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives makes or has made any express or implied representation or warranty on behalf of such Investor or any of its Affiliates in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5 and no Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives has relied on any express or implied representation or warranty in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5.1Acceptance.

Certain Representations and Warranties. 3.5.1 Each Investor In order to induce the Administrative Agent and New Lender to enter into this Agreement, each Borrower hereby represents and warrants to the Administrative Agent and New Lender that each of statement set forth in this Section 6 is true and correct on the Lead Investors date hereof and to Parent that (i) it has not entered into any formal or informal agreement, arrangement or understanding with any other potential investor or group of investors, will be true and correct on the Company, or any shareholder of Effective Date. Each such representation and warranty shall survive the Company with respect to the subject matter execution and delivery of this Agreement and shall not be qualified or limited by any investigation undertaken by the Merger Agreement Administrative Agent or New Lender or any other similar transaction involving actual or constructive knowledge the Company, other than the agreements expressly contemplated by this Agreement, the Merger Agreement, the Joint Bidding Agreement, Permitted Syndication and the Support Agreement; Administrative Agent or New Lender may have or be charged with indicating that any such representation or warranty is inaccurate or incomplete in any respect. (iia) if such Investor is a corporate entity, it Each Borrower is duly organized, validly existing authorized and in good standing under the Laws of its jurisdiction of organization, and is duly qualified to conduct business, and is in good standing, in each other jurisdiction where the ownership of its properties or the conduct of its business makes such qualification necessary; (iii) he/it is the lawful owner of the Rollover Shares; (iv) none of the information supplied by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement; (v) it has all necessary power and authority empowered to execute, deliver and perform its obligations under this Agreement in accordance with the terms of this Agreement; (vi) the executionand all corporate, delivery and performance of this Agreement have been duly authorized by all necessary action and, if the Investor is a corporate entity, do not contravene any provision of its partnership agreement, limited liability company agreement or other organizational documents, or action on any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its/his assets; (vii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary Borrower’s part requisite for the due execution, delivery and performance of this Agreement by such Investor, as applicable, have been obtained or made and all conditions thereof have has been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement; effectively taken; (viiib) this This Agreement constitutes a the legal, valid and binding obligation obligations of such Investor each Borrower and is enforceable against such Investor in accordance with its terms; terms (except that enforcement may be subject to any applicable bankruptcy, insolvency or similar laws generally affecting the enforcement of creditors’ rights and subject to the availability of equitable remedies); (ixc) if such Investor is The execution, delivery and performance of this Agreement do not and will not violate or create a Sponsordefault under any provisions of the articles or certificate of incorporation, such Sponsorformation or organization, as applicable, bylaws, partnership agreement or other organizational documents of any Borrower, or its applicable Affiliate(sany contract, agreement, instrument or requirements of any Governmental Authority to which any Borrower is subject which violation or default could have a Material Adverse Effect, or result in the creation or imposition of any Lien upon any Properties of any Borrower; (d) party Each Borrower’s execution, delivery and performance of this Agreement do not require notice to or filing or registration with, or the authorization, consent or approval of or other action by any other Person, including, but not limited to, any Governmental Authority, except those obtained or made; (e) Each representation and warranty of each Borrower contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects on the date hereof and will be true and correct as of the Effective Date and after giving effect to the Equity Commitment Letter, will have sufficient funds, available lines Borrowing of credit, unfunded capital commitments the Loans being made hereunder (unless such representation and warranty is expressly limited to an earlier date); and (f) No Default or other sources Event of immediately available funds to fulfill its “Equity Commitment” (as defined in each Investor’s Equity Commitment Letter). No Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives makes or Default has made any express or implied representation or warranty on behalf of such Investor or any of its Affiliates in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5 and no Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives has relied on any express or implied representation or warranty in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5.1occurred which is continuing.

Certain Representations and Warranties. 3.5.1 Each Investor hereby 24.1 IHS represents and warrants to each N-Co as of the Lead Investors date of this Agreement: (a) IHS is a corporation duly organized and to Parent that (i) it has not entered into any formal or informal agreement, arrangement or understanding with any other potential investor or group of investors, validly existing under the Company, or any shareholder laws of the Company with respect to the subject matter State of this Agreement or the Merger Agreement or any other similar transaction involving the Company, other than the agreements expressly contemplated by this Agreement, the Merger Agreement, the Joint Bidding Agreement, Permitted Syndication and the Support Agreement; Delaware. (iib) if such Investor is a corporate entity, it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and is duly qualified to conduct business, and is in good standing, in each other jurisdiction where the ownership of its properties or the conduct of its business makes such qualification necessary; (iii) he/it is the lawful owner of the Rollover Shares; (iv) none of the information supplied by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement; (v) it IHS has all necessary power and lawful authority to execute, deliver, and perform its obligations under, this Agreement. (c) The execution and delivery by IHS of this Agreement, and the consummation by IHS of the transactions contemplated thereby, have been duly authorized by all necessary action of IHS; and, assuming due execution and delivery of this Agreement by N-Co this Agreement will constitute the legal, valid, and binding obligations of IHS, enforceable in accordance with the respective terms thereof. (d) The execution and delivery of this Agreement by IHS and the consummation of the transactions contemplated hereby, will not: (1) violate any provision of the organizational documents or by-laws of IHS; (2) violate any judgement, order, or decree of any government entity against or binding upon IHS or its property or business; and/or (3) result in the acceleration of any indebtedness of IHS. (e) To IHS's knowledge, there are no outstanding judgments, orders, writs, injunctions or decrees of any government entity, and no pending legal proceedings against IHS which would have a material adverse effect on IHS's performance of its obligations under this Agreement. 24.2 N-Co represents and warrants to IHS as of the date of this Agreement: (a) N-Co is a limited liability company duly organized and validly existing under the laws of the State of Delaware. (b) N-Co has all necessary power and lawful authority to execute, deliver and perform its obligations under under, this Agreement in accordance with the terms Agreement. (c) The execution and delivery by N-Co of this Agreement; (vi) , and the executionconsummation by N-Co of the transactions contemplated thereby, delivery and performance of this Agreement have been duly authorized by all necessary action and, if the Investor is a corporate entity, do not contravene any provision of its partnership agreement, limited liability company agreement or other organizational documents, or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its/his assetsN-Co; (vii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the assuming due execution, execution and delivery and performance of this Agreement by such InvestorIHS this Agreement will constitute the legal, as applicablevalid, have been obtained and binding obligations of N-Co, enforceable in accordance with the terms thereof. (d) The execution and delivery of this Agreement by N-Co, and the consummation of the transactions contemplated hereby, will not: (1) violate any provision of the organizational documents or made and all conditions thereof have been duly complied withby-laws of N-Co; (2) require the consent of any Person; (3) violate any judgment, order, or decree of any government entity against or binding upon N-Co or its property or business; and/or (4) result in the acceleration of any indebtedness of N-Co. (e) To N-Co's knowledge, there are no outstanding judgments, orders, writs, injunctions or decrees of any government entity, and no other action bypending legal proceeding against N-Co, which would have a material adverse effect on N-Co's performance of its obligations under this Agreement. 24.3 IHS represents and no notice warrants to or filing with, any Governmental Authority is required in connection with N-Co as of the execution, delivery or performance date of this Agreement; : (viiia) this Agreement constitutes a legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms; and (ix) if such Investor The Company is a Sponsorlimited liability company duly organized and validly existing under the laws of the State of Delaware. (b) The Company has all necessary power and lawful authority to execute, such Sponsordeliver, or and perform its applicable Affiliate(sobligations under, this Agreement. (c) party to the Equity Commitment Letter, will have sufficient funds, available lines The consummation of credit, unfunded capital commitments or other sources of immediately available funds to fulfill its “Equity Commitment” (as defined in each Investor’s Equity Commitment Letter). No Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives makes or has made any express or implied representation or warranty on behalf of such Investor or any of its Affiliates in connection with the transactions contemplated hereby other than those expressly set forth by the Company, will not: (1) violate any provision of the organizational documents of the Company; (2) violate any judgement, order, or decree of any government entity against or binding upon the Company or its property or business; and/or (3) result in this Section 3.5 the acceleration of any indebtedness of the Company. (d) To IHS's knowledge, there are no outstanding judgments, orders, writs, injunctions or decrees of any government entity, and no Investor, any pending legal proceedings against the Company which would have a material adverse effect on the Company's performance of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives has relied on any express or implied representation or warranty in connection with the transactions contemplated hereby other than those expressly set forth in obligations under this Section 3.5.1Agreement.

Certain Representations and Warranties. 3.5.1 Each Investor hereby represents By executing and warrants delivering an Assignment and Acceptance, the parties to such Assignment and Acceptance thereby confirm to and agree with each of other and the Lead Investors and to Parent that other parties hereto as follows: (i) other than the representation and warranty that it has not entered into is the legal and beneficial owner of the interest being assigned thereby free and clear of any formal adverse claim, the assigning Lender makes no representation or informal agreementwarranty, arrangement express or understanding implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Credit Documents or any other potential investor instrument or group document furnished pursuant hereto or the attachment, perfection or priority of investors, any security interest; (ii) the Company, assigning Lender makes no representation or any shareholder of the Company warranty and assumes no responsibility with respect to the subject matter financial condition of this Agreement Borrower and its affiliates, related entities or the Merger Agreement subsidiaries or any other similar transaction involving person primarily or secondarily liable in respect of any of the CompanyBorrower’s Obligations, other than the agreements expressly contemplated by this Agreement, the Merger Agreement, the Joint Bidding Agreement, Permitted Syndication and the Support Agreement; (ii) if such Investor is a corporate entity, it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and is duly qualified to conduct business, and is in good standing, in each other jurisdiction where the ownership of its properties or the conduct performance or observance by Borrower or any other person primarily secondarily liable in respect of its business makes such qualification necessary; (iii) he/it is the lawful owner any of the Rollover Shares; (iv) none Borrower’s Obligations or any of the information supplied by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement; (v) it has all necessary power and authority to execute, deliver and perform its their obligations under this Agreement in accordance or any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) the assignee confirms that it has received copies of this Agreement and the other Credit Documents, together with copies of the most recent financial statements provided by Borrower, Guarantor and the other Pledgors, as required by the terms of this Agreement; , together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) the assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) the assignee represents and warrants that it is an Eligible Assignee if required hereunder; (vi) the executionassignee appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Credit Documents as are delegated to Administrative Agent by the terms hereof or thereof, delivery and performance together with such powers as are reasonably incidental thereto; (vii) the assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement have been duly authorized are required to be performed by all necessary action it as a Lender; and, if the Investor is a corporate entity, do not contravene any provision of its partnership agreement, limited liability company agreement or other organizational documents, or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its/his assets; (vii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by such Investor, as applicable, have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Agreement; (viii) this Agreement constitutes a legal, valid the assignee represents and binding obligation of warrants that it is legally authorized to enter into such Investor enforceable against such Investor in accordance with its terms; Assignment and (ix) if such Investor is a Sponsor, such Sponsor, or its applicable Affiliate(s) party to the Equity Commitment Letter, will have sufficient funds, available lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill its “Equity Commitment” (as defined in each Investor’s Equity Commitment Letter). No Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives makes or has made any express or implied representation or warranty on behalf of such Investor or any of its Affiliates in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5 and no Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective officers, employees, agents or representatives has relied on any express or implied representation or warranty in connection with the transactions contemplated hereby other than those expressly set forth in this Section 3.5.1Acceptance.