Common use of Nature of Sale Clause in Contracts

Nature of Sale. The purchase and sale pursuant to this Section 12.24 shall be expressly made without representation or warranty of any kind by the Revolving Lenders as to the Revolving Credit Obligations or otherwise and without recourse to the Revolving Lenders, except for representations and warranties as to the following made by each selling Lender severally (and not jointly): (i) the amount of the Revolving Credit Obligations being purchased from such selling Lender (including as to the principal of and accrued and unpaid interest on such Revolving Credit Obligations, fees and expenses thereof), (ii) that such selling Lender owns the Revolving Credit Obligations held by it free and clear of any Liens created by it and (iii) such selling Lender has the full right and power to assign its Revolving Credit Obligations and such assignment has been duly authorized by all necessary corporate action by such selling Lender. Notwithstanding anything herein, each selling Revolving Lender shall retain all of their respective indemnification rights under the Credit Documents arising in respect of any act or omission that occurred on or before the date of such purchase and sale, and in furtherance of the foregoing, no amendment to such indemnification rights or their priority under any waterfall provision shall be amended, modified, waived or terminated without the consent of each affected selling Lender. In connection with any such exercise of the purchase option pursuant to this Section 12.24, the purchasing Term Lenders may amend the payment priority of all or any portion of the Revolving Loans and Revolver Commitments so purchased to remove the “super priority” provisions relating thereto and cause such purchased Revolving Loans and Revolver Commitments to be pari passu in right of payment with the Term Loans hereunder (it being understood that such purchased Revolving Loans and Revolver Commitments shall otherwise contain the same terms and provisions otherwise applicable to the existing Revolving Loans and Revolver Commitments). The Borrowers and the Lenders hereby agree that this Agreement may be amended without the consent of any Person to effect the foregoing changes.

Nature of Sale. (a) The purchase Purchaser represents and sale pursuant warrants that it is familiar with the financial condition of the Company, its business and prospects, that it has had full opportunity to this Section 12.24 shall be expressly made investigate and review the foregoing, and that it has received from the Company, answers and other information deemed necessary by it to consider in connection with its decision to invest in the BHHI Shares. The Purchaser is acquiring the BHHI Shares "as is" without representation or warranty of any kind by the Revolving Lenders as to the Revolving Credit Obligations or otherwise and without recourse to the Revolving Lendersrecourse, except for the express covenants, representations and warranties set forth herein and in the documents executed in connection herewith. (b) The Purchaser represents and warrants that it is an "accredited investor" (as to defined in Rule 501(a) of Regulation D of the following made by each selling Lender severally (Securities Act of 1933) and that it is acquiring the BHHI Shares for investment and for its own account and not jointly): (i) the amount with a view to distribution thereof in violation of the Revolving Credit Obligations being purchased from such selling Lender Securities Act of 1933, as amended (including as to the principal of "Securities Act"). (c) The Purchaser understands and accrued acknowledges that the shares have not been and unpaid interest on such Revolving Credit Obligations, fees and expenses thereof), (ii) that such selling Lender owns the Revolving Credit Obligations held by it free and clear of any Liens created by it and (iii) such selling Lender has the full right and power to assign its Revolving Credit Obligations and such assignment has been duly authorized by all necessary corporate action by such selling Lender. Notwithstanding anything herein, each selling Revolving Lender shall retain all of their respective indemnification rights will not be registered under the Credit Documents arising in respect of any act or omission that occurred on or before the date of such purchase and saleSecurities Act, and may not be offered, sold or otherwise transferred other than pursuant to an effective registration statement under the Securities Act or in furtherance a transaction that is exempt from the registration requirements of the Securities Act; and the Purchaser understands and acknowledges that the certificates representing the BHHI Shares may, for so long as required under the Securities Act bear a legend to that effect. (d) The Vendors represent and warrant that each is familiar with the financial condition of the Purchaser, its business and prospects, that each has had full opportunity to investigate and review the foregoing, no amendment and that each has received from the Purchaser, answers and other information deemed necessary by it to such indemnification rights or their priority under any waterfall provision shall be amended, modified, waived or terminated without the consent of each affected selling Lender. In consider in connection with any such exercise its decision to invest in the BHC Shares. Each of the purchase option Vendors are acquiring the BHC Shares "as is" without recourse, except for the express covenants, representations and warranties set forth herein and in the documents executed in connection herewith. (e) The Vendors each represent and warrants that it is an "accredited investor" (as defined in Rule 501(a) of Regulation D of the Securities Act of 1933) and that it is acquiring the BHC Shares for investment and for its own account and not with a view to distribution thereof in violation of the Securities Act. (f) The Vendor understands and acknowledges that the BHC Shares have not been and will not be registered under the Securities Act, and may not be offered, sold or otherwise transferred other than pursuant to this Section 12.24, an effective registration statement under the purchasing Term Lenders may amend Securities Act or in a transaction that is exempt from the payment priority of all or any portion registration requirements of the Revolving Loans and Revolver Commitments so purchased to remove the “super priority” provisions relating thereto and cause such purchased Revolving Loans and Revolver Commitments to be pari passu in right of payment with the Term Loans hereunder (it being understood that such purchased Revolving Loans and Revolver Commitments shall otherwise contain the same terms and provisions otherwise applicable to the existing Revolving Loans and Revolver Commitments). The Borrowers Securities Act; and the Lenders hereby agree Purchaser understands and acknowledges that this Agreement may be amended without the consent of any Person certificates representing the BHC Shares may, for so long as required under the Securities Act bear a legend to effect the foregoing changesthat effect.

Nature of Sale. The Such purchase and sale pursuant to this Section 12.24 shall be expressly made without representation or warranty of any kind by the Revolving Lenders Loan Creditors as to the Revolving Credit Loan Obligations or otherwise and without recourse to the Revolving LendersLoan Creditors, except for several (not joint) representations and warranties as to the following made by each selling Lender severally (and not jointly): following: (i) the notional amount of the Revolving Credit Loan Obligations being purchased from such selling Lender (including as to the principal of and accrued and unpaid interest on such Revolving Credit Loan Obligations, fees and expenses thereof, and other amounts set forth in Section 7.3), (ii) that such selling Lender owns the Revolving Credit Loan Lenders own the Revolving Loan Obligations held by it free and clear of any Liens created by it Liens, and (iii) such selling each Revolving Loan Lender has the full right and power to assign its Revolving Credit Loan Obligations and such assignment has been duly authorized by all necessary corporate action by such selling Revolving Loan Lender. Upon the consummation of such purchase and sale, all letters of credit, Cash Management Liabilities and Hedge Liabilities originally issued under or secured by the Revolving Loan Financing Documents, including all such obligations in respect of which Required Cash Collateral shall have been provided, shall, in each case, no longer be secured by or under the Revolving Loan Financing Documents or constitute Revolving Loan Obligations under the Revolving Loan Financing Documents and the applicable Revolving Loan Creditors and the Borrower shall enter into Independent LC Agreements for all outstanding letters of credit promptly following the consummation of such purchase and sale. Notwithstanding anything to the contrary set forth herein, each selling Revolving Lender shall retain all of their respective indemnification rights under the Credit Documents arising in respect of any act or omission that occurred on or before from and after the date of such purchase and sale, and in furtherance of the foregoing, no amendment to such indemnification rights or their priority under any waterfall provision shall be amended, modified, waived or terminated without the consent of each affected selling Lender. In connection with any such exercise of the purchase option pursuant to this Section 12.24, the purchasing Term Lenders may amend the payment priority of all or any portion claims of the Revolving Loans Loan Creditors for contingent indemnification obligations of the Obligors, if any, that survive the termination of the Revolving Loan Credit Agreement which have not been paid as set forth in Section 7.3 above will continue in full force and Revolver Commitments so purchased effect to remove the “super priority” provisions relating thereto and cause such purchased Revolving Loans and Revolver Commitments to be pari passu in right of payment with the Term Loans hereunder (it being understood that such purchased Revolving Loans and Revolver Commitments shall otherwise contain the same terms and provisions otherwise applicable extent available to any Person that was at any time party to the existing Revolving Loans and Revolver Commitments). The Borrowers and the Lenders hereby agree that this Agreement may be amended without the consent of any Person to effect the foregoing changesLoan Financing Documents as a Revolving Loan Creditor.

Nature of Sale. (a) The purchase Purchaser represents and sale pursuant warrants that it is familiar with the financial condition of each of BBAH LLC, BSH LLC, BSDH LLC, and BFC LLC, its business and prospects, that it has had full opportunity to this Section 12.24 shall be expressly made investigate and review the foregoing, and that it has received from each of BBAH LLC, BSH LLC, BSDH LLC and BFC LLC, answers and other information deemed necessary by it to consider in connection with its decision to invest in the California Interests. The Purchaser is acquiring the California Interests "as is" without representation or warranty of any kind by the Revolving Lenders as to the Revolving Credit Obligations or otherwise and without recourse to the Revolving Lendersrecourse, except for the express covenants, representations and warranties set forth herein and in the documents executed in connection herewith. (b) The Purchaser represents and warrants that it is an "accredited investor" (as to defined in Rule 501(a) of Regulation D of the following made by each selling Lender severally (Securities Act of 1933) and that it is acquiring the California Interests for investment and for its own account and not jointly): (i) the amount with a view to distribution thereof in violation of the Revolving Credit Obligations being purchased from such selling Lender Securities Act of 1933, as amended (including as to the principal of "Securities Act"). (c) The Purchaser understands and accrued acknowledges that the California Interests have not been and unpaid interest on such Revolving Credit Obligations, fees and expenses thereof), (ii) that such selling Lender owns the Revolving Credit Obligations held by it free and clear of any Liens created by it and (iii) such selling Lender has the full right and power to assign its Revolving Credit Obligations and such assignment has been duly authorized by all necessary corporate action by such selling Lender. Notwithstanding anything herein, each selling Revolving Lender shall retain all of their respective indemnification rights will not be registered under the Credit Documents arising in respect of any act or omission that occurred on or before the date of such purchase and saleSecurities Act, and may not be offered, sold or otherwise transferred other than pursuant to an effective registration statement under the Securities Act or in furtherance a transaction that is exempt from the registration requirements of the Securities Act; and the Purchaser understands and acknowledges that the certificates representing the shares may, for so long as required under the Securities Act bear a legend to that effect. (d) The Vendor represents and warrants that it is familiar with the financial condition of the Purchaser, its business and prospects, that it has had full opportunity to investigate and review the foregoing, no amendment and that it has received from the Vendor, answers and other information deemed necessary by it to such indemnification rights or their priority under any waterfall provision shall be amended, modified, waived or terminated without the consent of each affected selling Lender. In consider in connection with any such exercise its decision to invest in the BHHI Common Shares and the BHHI Preferred Shares. The Vendor is acquiring the BHHI Common Shares and the BHHI Preferred Shares "as is" without recourse, except for the express covenants, representations and warranties set forth herein and in the documents executed in connection herewith. (e) The Vendor represents and warrants that it is an "accredited investor" (as defined in Rule 501(a) of Regulation D of the purchase option Securities Act of 1933) and that it is acquiring the BHHI Common Shares and the BHHI Preferred Shares for investment and for its own account and not with a view to distribution thereof in violation of the Securities Act. (f) The Vendor understands and acknowledges that the BHHI Common Shares and the BHHI Preferred Shares have not been and will not be registered under the Securities Act, and may not be offered, sold or otherwise transferred other than pursuant to this Section 12.24, an effective registration statement under the purchasing Term Lenders may amend Securities Act or in a transaction that is exempt from the payment priority of all or any portion registration requirements of the Revolving Loans and Revolver Commitments so purchased to remove the “super priority” provisions relating thereto and cause such purchased Revolving Loans and Revolver Commitments to be pari passu in right of payment with the Term Loans hereunder (it being understood that such purchased Revolving Loans and Revolver Commitments shall otherwise contain the same terms and provisions otherwise applicable to the existing Revolving Loans and Revolver Commitments). The Borrowers Securities Act; and the Lenders hereby agree Vendor understands and acknowledges that this Agreement may be amended without the consent of any Person certificates representing the BHHI Common Shares and the BHHI Preferred Shares may, for so long as required under the Securities Act bear a legend to effect the foregoing changesthat effect.

Nature of Sale. The Such purchase and sale pursuant to this Section 12.24 shall be expressly made without representation or warranty of any kind by the Revolving Lenders Loan Creditors as to the Revolving Credit Loan Obligations or otherwise and without recourse to the Revolving LendersLoan Creditors, except for several (not joint) representations and warranties as to the following made by each selling Lender severally (and not jointly): following: (i) the notional amount of the Revolving Credit Loan Obligations being purchased from such selling Lender (including as to the principal of and accrued and unpaid interest on such Revolving Credit Loan Obligations, fees and expenses thereof, and other amounts set forth in Section 7.3), (ii) that such selling Lender owns the Revolving Credit Loan Lenders own the Revolving Loan Obligations held by it free and clear of any Liens created by it Liens, and (iii) such selling each Revolving Loan Lender has the full right and power to assign its Revolving Credit Loan Obligations and such assignment has been duly authorized by all necessary corporate action by such selling Revolving Loan Lender. Upon the consummation of such purchase and sale, all letters of credit, Cash Management Liabilities and Hedge Liabilities originally issued under or secured by the Revolving Loan Financing Documents, including all such obligations in respect of which Required Cash Collateral shall have been provided, shall, in each case, no longer be secured by or under the Revolving Loan Financing Documents or constitute Revolving Loan Obligations under the Revolving Loan Financing Documents and the applicable Revolving Loan Creditors and the Borrower shall enter into Independent LC Agreements for all outstanding letters of credit promptly following the consummation of such purchase and sale. Notwithstanding anything to the contrary set forth herein, each selling Revolving Lender shall retain all of their respective indemnification rights under the Credit Documents arising in respect of any act or omission that occurred on or before from and after the date of such purchase and sale, and in furtherance of the foregoing, no amendment to such indemnification rights or their priority under any waterfall provision shall be amended, modified, waived or terminated without the consent of each affected selling Lender. In connection with any such exercise of the purchase option pursuant to this Section 12.24, the purchasing Term Lenders may amend the payment priority of all or any portion claims of the Revolving Loans and Revolver Commitments so purchased to remove Loan Creditors for contingent indemnification obligations of the “super priority” provisions relating thereto and cause such purchased Obligors, if any, that survive the termination of the Revolving Loans and Revolver Commitments to be pari passu in right of payment with the Term Loans hereunder (it being understood that such purchased Revolving Loans and Revolver Commitments shall otherwise contain the same terms and provisions otherwise applicable to the existing Revolving Loans and Revolver Commitments). The Borrowers and the Lenders hereby agree that this Loan Credit Agreement may be amended without the consent of any Person to effect the foregoing changes.which have not been paid as set forth in