Common use of Exchange for Investment Clause in Contracts

Exchange for Investment. Such Holder acknowledges that the New Notes have not been registered under the Securities Act or any state securities laws and that the issuance of the New Notes contemplated hereby is to be effected pursuant to an exemption from the registration requirements imposed by such laws, including Section 4(2) under the Securities Act. Such Holder is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act and the New Notes to be received by it pursuant to this Agreement are being received for its own account without a view toward distribution in violation of the Securities Act and such Holder will not offer, sell, transfer, pledge, hypothecate or otherwise dispose of the New Notes unless (i) pursuant to a transaction either registered under, or exempt from registration pursuant to Rule 144A and Regulation S under, the Securities Act or (ii) to an accredited investor, provided that such accredited investor accepts delivery of such New Notes in the form of a definitive note registered in the name of such accredited investor.