Common use of Purchase of the Notes Clause in Contracts

Purchase of the Notes. (a) Each Holder hereby agrees to sell, assign, transfer and deliver the aggregate principal amount of the Notes set forth on Schedule I opposite such Holder’s name (for any Holder, as such amount may be decreased in accordance with Section 13(i) of this Agreement or increased in accordance with Section 5(c) of this Agreement, such Holder’s “Purchased Notes”) (or cause the record owner of such Holder’s Purchased Notes to validly sell, assign, transfer and deliver such Notes) to the Company and the Company agrees to purchase the Purchased Notes from their respective Holders on the Closing Date (as defined below) for cash in the amount equal to the sum of 101.5% of the aggregate principal amount of such Holder’s Purchased Notes plus accrued and unpaid interest thereon to the Closing Date (such amount, for each Holder, the “Purchase Price”), pursuant to and in accordance with the terms of this Agreement immediately following, and subject to, the consummation of the Transaction. At the Closing (as defined below), each Holder shall cause the nominee (if any) through which such Holder holds such Holder’s Purchased Notes to effect the transfer of such Holder’s Purchased Notes in accordance with the procedures of the Depository Trust Company, into a book-entry account established by or on behalf of the Company and, upon the request of the Company, shall authorize the Trustee, in a form reasonably acceptable to such Holder, to cancel such Purchased Notes upon such Holder’s receipt of the Purchase Price therefor. (b) Provided this Agreement has not been terminated in accordance with Section 12 of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxxxx L.L.P., 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, on the date of the consummation of the Transaction (the “Closing Date”). (c) The obligation of the Company to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions: (i) All of the representations and warranties of each Holder set forth in this Agreement shall be true and correct on the Closing Date in all material respects with the same effect as though made on such date (provided that any such representations and warranties made as of a specified date shall be required only to be true and correct in all material respects as of such specified date) and each Holder shall have executed and delivered a certificate dated as of the Closing Date to such effect; (ii) Each Holder shall have caused all of the covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing to be so performed or complied with in all material respects and each Holder shall have executed and delivered a certificate dated as of the Closing Date to such effect; (iii) No action or proceeding shall have been instituted before a court or government body to restrain or prohibit any of the transactions contemplated by this Agreement; (iv) All governmental and other approvals, if any, necessary to consummate the transactions contemplated by this Agreement shall have been received; (v) Each Holder shall have delivered all of such Holder’s Purchased Notes (in accordance with Section 2(a)) to the Company or to the Trustee against payment of such Holder’s Purchase Price pursuant to this Agreement free and clear of all Liens (as defined below); and (vi) The Transaction shall have been consummated. (d) The obligation of each Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions: (i) All of the representations and warranties of the Company set forth in this Agreement shall be true and correct on the Closing Date in all material respects with the same effect as though made on such date and the Company shall have executed and delivered a certificate dated as of the Closing Date to such effect; (ii) The Company shall have caused all of the covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing to be so performed or complied with in all material respects and the Company shall have executed and delivered a certificate dated as of the Closing Date to such effect; (iii) No action or proceeding shall have been instituted before a court or government body to restrain or prohibit any of the transactions contemplated by this Agreement; (iv) All governmental and other approvals, if any, necessary to consummate the transactions contemplated by this Agreement shall have been received; (v) The Company shall have received executed copies of this Agreement from Holders representing that, collectively, they beneficially own an aggregate principal amount of Notes equal to not less than $189 million; (vi) The Company shall not have paid or caused to be paid to any Holder in respect of its Notes any consideration in excess of the Purchase Price (“Excess Consideration”) unless such Excess Consideration shall also have been paid to each other Holder party hereto, ratably in accordance with the aggregate principal amount of Notes owned by each such Holder; (vii) The Transaction shall have been consummated; and (viii) Contemporaneously with the Closing, the Company shall have caused the Purchase Price to be delivered to each Holder from a deposit account maintained in the name of Guarantor that has been established as an escrow account for the sole purpose of paying the Purchase Price, and which escrow account shall have held only loan proceeds from the refinancing lender of Guarantor and capital (or loan) contributions from certain equity holders of Guarantor and/or its affiliates, and the payment of the Purchase Price shall be made at Closing by wire transfer of immediately available funds to an account designated in writing by such Holder.

Purchase of the Notes. (a) Each Holder hereby The Company agrees to sellissue and sell the Notes to the several Underwriters as provided in this Agreement, assignand each Underwriter, transfer on the basis of the representations, warranties and deliver agreements set forth herein and subject to the aggregate conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of the Notes set forth on Schedule I opposite such Holder’s Underwriter's name (for any Holder, as such amount may be decreased in accordance with Section 13(i) of this Agreement or increased in accordance with Section 5(c) of this Agreement, such Holder’s “Purchased Notes”) (or cause the record owner of such Holder’s Purchased Notes to validly sell, assign, transfer and deliver such Notes) to the Company and the Company agrees to purchase the Purchased Notes from their respective Holders on the Closing Date (as defined below) for cash in the amount Schedule 1 hereto at a price equal to the sum of 101.596.813% of the aggregate principal amount of such Holder’s Purchased Notes plus accrued and unpaid interest thereon thereof. The Company will not be obligated to the Closing Date (such amount, for each Holder, the “Purchase Price”), pursuant to and in accordance with the terms of this Agreement immediately following, and subject to, the consummation deliver any of the Transaction. At Notes except upon payment for all the Closing (as defined below), each Holder shall cause the nominee (if any) through which such Holder holds such Holder’s Purchased Notes to effect the transfer of such Holder’s Purchased Notes in accordance with the procedures of the Depository Trust Company, into a book-entry account established by or on behalf of the Company and, upon the request of the Company, shall authorize the Trustee, in a form reasonably acceptable to such Holder, to cancel such Purchased Notes upon such Holder’s receipt of the Purchase Price thereforbe purchased as provided herein. (b) Provided The Underwriters hereby inform the Company that they intend to make a public offering of the Notes as soon after the effectiveness of this Agreement has not been terminated as in accordance with Section 12 of this Agreement, the consummation judgment of the transactions contemplated by this Agreement Representatives is advisable, and initially to offer the Notes on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Notes to or through any affiliate of an Underwriter. (c) Payment for and delivery of the “Closing”) Notes shall take place be made at the offices of Xxxxxxx Xxxxxx L.L.P.Xxxxxxx & Xxxxxxxx LLP no later than 12:00 P.M., 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000New York City time, on March 29, 2010, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of the consummation of the Transaction (such payment and delivery is referred to herein as the “Closing Date”). (c) The obligation of the Company to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions: (i) All of the representations and warranties of each Holder set forth in this Agreement shall be true and correct on the Closing Date in all material respects with the same effect as though made on such date (provided that any such representations and warranties made as of a specified date shall be required only to be true and correct in all material respects as of such specified date) and each Holder shall have executed and delivered a certificate dated as of the Closing Date to such effect; (ii) Each Holder shall have caused all of the covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing to be so performed or complied with in all material respects and each Holder shall have executed and delivered a certificate dated as of the Closing Date to such effect; (iii) No action or proceeding shall have been instituted before a court or government body to restrain or prohibit any of the transactions contemplated by this Agreement; (iv) All governmental and other approvals, if any, necessary to consummate the transactions contemplated by this Agreement shall have been received; (v) Each Holder shall have delivered all of such Holder’s Purchased Notes (in accordance with Section 2(a)) to the Company or to the Trustee against payment of such Holder’s Purchase Price pursuant to this Agreement free and clear of all Liens (as defined below); and (vi) The Transaction shall have been consummated. (d) The obligation of each Holder to consummate Payment for the transactions contemplated Notes shall be made by this Agreement is subject wire transfer in immediately available funds to the satisfaction account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the following conditions:Underwriters, of one or more global notes representing the Notes (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Notes duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (i) All of the representations and warranties of the Company set forth in this Agreement shall be true and correct on the Closing Date in all material respects with the same effect as though made on such date and the Company shall have executed and delivered a certificate dated as of the Closing Date to such effect; (iie) The Company shall have caused all acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the covenantsoffering) and not as a financial advisor or a fiduciary to, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing to be so performed or complied with in all material respects and an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter are advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall have executed consult with its own advisors concerning such matters and delivered a certificate dated as of the Closing Date to such effect; (iii) No action or proceeding shall have been instituted before a court or government body to restrain or prohibit any be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by this Agreement; (iv) All governmental and other approvalsthe Underwriters of the Company, if any, necessary to consummate the transactions contemplated by this Agreement shall have been received; (v) The Company shall have received executed copies hereby or other matters relating to such transactions will be performed solely for the benefit of this Agreement from Holders representing that, collectively, they beneficially own an aggregate principal amount of Notes equal to not less than $189 million; (vi) The Company the Underwriters and shall not have paid or caused to be paid to any Holder in respect of its Notes any consideration in excess on behalf of the Purchase Price (“Excess Consideration”) unless such Excess Consideration shall also have been paid to each other Holder party hereto, ratably in accordance with the aggregate principal amount of Notes owned by each such Holder; (vii) The Transaction shall have been consummated; and (viii) Contemporaneously with the Closing, the Company shall have caused the Purchase Price to be delivered to each Holder from a deposit account maintained in the name of Guarantor that has been established as an escrow account for the sole purpose of paying the Purchase Price, and which escrow account shall have held only loan proceeds from the refinancing lender of Guarantor and capital (or loan) contributions from certain equity holders of Guarantor and/or its affiliates, and the payment of the Purchase Price shall be made at Closing by wire transfer of immediately available funds to an account designated in writing by such HolderCompany.

Purchase of the Notes. On the terms and subject to the conditions set forth in this Agreement, at the Closing (a) Each Holder as defined herein), the Undersigned hereby agrees to sell, assign, transfer cause each Holder to sell and deliver to the Company the aggregate principal amount of the Notes set forth on Schedule I opposite such Holder’s name Exhibit A (for any Holder, as such amount may be decreased in accordance with Section 13(i) of this Agreement or increased in accordance with Section 5(c) of this Agreement, such Holder’s the “Purchased Notes”) (or cause the record owner of such Holder’s Purchased Notes to validly sell), assign, transfer and deliver such Notes) to in exchange therefor the Company and the Company hereby agrees to purchase pay to each Holder the Purchased Notes from their respective Holders cash amount as set forth on the Closing Date Exhibit A (as defined below) for cash in the amount equal to the sum of 101.5% of the aggregate principal amount of such Holder’s Purchased Notes plus accrued and unpaid interest thereon to the Closing Date (such amount, for each Holder, the “Purchase PriceCash”), pursuant to and in accordance with the terms of this Agreement immediately following, and subject to, the consummation of the Transaction. At the Closing (as defined below), each Holder shall cause the nominee (if any) through which such Holder holds such Holder’s Purchased Notes to effect the transfer of such Holder’s Purchased Notes in accordance with the procedures of the Depository Trust Company, into a book-entry account established by or on behalf of the Company and, upon the request of the Company, shall authorize the Trustee, in a form reasonably acceptable to such Holder, to cancel such Purchased Notes upon such Holder’s receipt The closing of the Purchase Price therefor. (b) Provided this Agreement has not been terminated in accordance with Section 12 of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at occur on December [●], 2023, or such later date as mutually agreed in writing by the offices of Xxxxxxx Xxxxxx L.L.P., 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, on the date of the consummation of the Transaction parties hereto (the “Closing Date”). . At the Closing, (ca) The obligation each Holder shall deliver or cause to be delivered to the Company all right, title and interest in and to its Purchased Notes (and no other consideration) free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Purchased Notes free and clear of any Liens, and (b) the Company shall deliver to each Holder the Purchase Cash as set forth on Exhibit A hereto (or, if there are no Accounts, the Company shall deliver to the Undersigned, as the sole Holder, such Purchase Cash). For the avoidance of doubt, in the event of any delay in the Closing, the Company will not be obligated to make any separate cash payment pursuant to this Agreement in respect of interest, if any, accrued and unpaid from and after the Closing Date for the Purchased Notes. Instead, such amounts will be deemed to be satisfied by the purchase by the Company of the Company to consummate Purchased Notes for the transactions contemplated by this Agreement is subject Purchase Cash. Delivery of the Purchased Notes shall be effected via one-sided Deposit/Withdrawal at Custodian (DWAC) pursuant to the satisfaction instructions set forth in Exhibit B hereto (it being understood that posting such request on any date before the Closing Date will result in such request expiring unaccepted at the close of business on such date, and such Holder will need to repost such withdrawal request on the Closing Date). All questions as to the form of all documents and the validity and acceptance of the following conditions: (i) All of Purchased Notes will be determined by the representations Company, in its sole discretion, which determination shall be final and warranties of binding. Not later than the business day after the date hereof, the Undersigned shall deliver in writing to the Company the requisite DTC Participant Information and wire instructions for each Holder set forth in this Agreement Exhibit B hereto. The Undersigned, each Holder and the Company agree that no Holder shall be true and correct on the Closing Date in all material respects deliver a Conversion Notice with the same effect as though made on such date (provided that respect to any such representations and warranties made as of a specified date shall be required only to be true and correct in all material respects as of such specified date) Purchased Notes and each Holder shall have executed and delivered a certificate dated as of hold the Closing Date to such effect; (ii) Each Holder shall have caused all of the covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing to be so performed or complied with in all material respects and each Holder shall have executed and delivered a certificate dated as of the Closing Date to such effect; (iii) No action or proceeding shall have been instituted before a court or government body to restrain or prohibit any of the transactions contemplated by this Agreement; (iv) All governmental and other approvals, if any, necessary to consummate the transactions contemplated by this Agreement shall have been received; (v) Each Holder shall have delivered all of such Holder’s Purchased Notes (in accordance with Section 2(a)) to the Company or to the Trustee against payment of such Holder’s Purchase Price pursuant to this Agreement free and clear of all Liens (as defined below); and (vi) The Transaction shall have been consummated. (d) The obligation of each Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions: (i) All of the representations and warranties of the Company set forth in this Agreement shall be true and correct on the Closing Date in all material respects with the same effect as though made on such date and the Company shall have executed and delivered a certificate dated as of the Closing Date to such effect; (ii) The Company shall have caused all of the covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing to be so performed or complied with in all material respects and the Company shall have executed and delivered a certificate dated as of the Closing Date to such effect; (iii) No action or proceeding shall have been instituted before a court or government body to restrain or prohibit any of the transactions contemplated by this Agreement; (iv) All governmental and other approvals, if any, necessary to consummate the transactions contemplated by this Agreement shall have been received; (v) The Company shall have received executed copies of this Agreement from Holders representing that, collectively, they beneficially own an aggregate principal amount of Notes equal to not less than $189 million; (vi) The Company shall not have paid or caused to be paid to any Holder in respect of its Notes any consideration in excess of the Purchase Price (“Excess Consideration”) unless such Excess Consideration shall also have been paid to each other Holder party hereto, ratably in accordance with the aggregate principal amount of Notes owned by each such Holder; (vii) The Transaction shall have been consummated; and (viii) Contemporaneously with until the Closing, the Company shall have caused the Purchase Price to be delivered to each Holder from a deposit account maintained in the name of Guarantor that has been established as an escrow account for the sole purpose of paying the Purchase Price, and which escrow account shall have held only loan proceeds from the refinancing lender of Guarantor and capital (or loan) contributions from certain equity holders of Guarantor and/or its affiliates, and the payment of the Purchase Price shall be made at Closing by wire transfer of immediately available funds to an account designated in writing by such Holder.

Purchase of the Notes. (a) Each Holder hereby agrees to sell, assign, transfer Such Purchaser (i) is both a Qualified Purchaser and deliver (x) a Qualified Institutional Buyer that is aware that the aggregate principal amount sale of the Notes set forth to it is being made in reliance on Schedule I opposite Rule 144A or (y) an Accredited Investor and (ii) is acquiring such Holder’s name Notes for its own account or for the account of (for any Holder, as such amount may be decreased in accordance with Section 13(ix) of this Agreement or increased in accordance with Section 5(c) of this Agreement, such Holder’s “Purchased Notes”) (or cause a Qualified Institutional Buyer that is aware that the record owner sale of such Holder’s Purchased Notes to validly sell, assign, transfer is being made in reliance on Rule 144A and deliver such Notes) to the Company and the Company agrees to purchase the Purchased Notes from their respective Holders on the Closing Date (as defined below) for cash in the amount equal to the sum of 101.5% of the aggregate principal amount of such Holder’s Purchased Notes plus accrued and unpaid interest thereon to the Closing Date (such amount, for each Holder, the “Purchase Price”), pursuant to and in accordance with the terms of this Agreement immediately following, and subject to, the consummation of the Transaction. At the Closing (as defined below), each Holder shall cause the nominee (if any) through which such Holder holds such Holder’s Purchased Notes to effect the transfer of such Holder’s Purchased Notes in accordance with the procedures of the Depository Trust Company, into that is also a book-entry account established by or on behalf of the Company and, upon the request of the Company, shall authorize the Trustee, Qualified Purchaser in a form reasonably acceptable to such Holder, to cancel such Purchased Notes upon such Holder’s receipt transaction meeting the requirements of the Purchase Price thereforRule 144A or (y) an Accredited Investor that is also a Qualified Purchaser. (b) Provided this Agreement has not been terminated in accordance with Section 12 of this AgreementSuch Purchaser understands that the Notes will bear a legend to the following effect: "THE ISSUER OF THE SECURITIES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, the consummation of the transactions contemplated by this Agreement AS AMENDED (the “Closing”THE "INVESTMENT COMPANY ACT"), AND SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT BY THE HOLDER HEREOF IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES, AND PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF SUCH SECURITIES UNDER RULE 144(k) shall take place at the offices of Xxxxxxx Xxxxxx L.L.P.UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), ONLY TO A PERSON (i)(A) WHOM SUCH HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OR (B) WHO IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND (ii) WHO IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A PERSON THAT IS EITHER (A) A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (B) AN INSTITUTIONAL ACCREDITED INVESTOR. IN ADDITION, SUCH SECURITIES MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED TO A PERSON WHO (i) IS A QUALIFIED PURCHASER AS SUCH TERM IS DEFINED IN THE INVESTMENT COMPANY ACT AND (ii) IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A PERSON THAT IS A QUALIFIED PURCHASER, AND WHO DELIVERS A DULY EXECUTED TRANSFEREE CERTIFICATE AND SUCH INFORMATION AS SET FORTH THEREIN TO THE TRUSTEE AND THE ISSUER, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE, THE HOLDER HEREOF AGREES TO DELIVER A DULY EXECUTED TRANSFEROR CERTIFICATE AND SUCH INFORMATION SET FORTH THEREIN TO THE TRUSTEE AND THE ISSUER. "THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO UNITED STATES TREASURY REGULATION SECTION 1.1275-3(b): THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE HOLDER OF THIS NOTE MAY OBTAIN THE INFORMATION DESCRIBED IN UNITED STATES TREASURY REGULATION SECTION 1.1275-3(b)(1)(i) FROM THE TREASURER OF THE ISSUER, AT THE FOLLOWING ADDRESS: 000 Xxxxxxxx XxxxxxXXXXXX XXXX, Xxxxx 0000XXXXXXXX, Xxxxxx, Xxxxx XXXXXXXXXX 00000, on the date of the consummation of the Transaction (the “Closing Date”)." (c) The obligation Such Purchaser acknowledges that it shall have no rights to require the registration of the Company to consummate Notes under the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions: (i) All of the representations and warranties of each Holder set forth in this Agreement shall be true and correct on the Closing Date in all material respects with the same effect as though made on such date (provided that any such representations and warranties made as of a specified date shall be required only to be true and correct in all material respects as of such specified date) and each Holder shall have executed and delivered a certificate dated as of the Closing Date to such effect; (ii) Each Holder shall have caused all of the covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing to be so performed or complied with in all material respects and each Holder shall have executed and delivered a certificate dated as of the Closing Date to such effect; (iii) No action or proceeding shall have been instituted before a court or government body to restrain or prohibit any of the transactions contemplated by this Agreement; (iv) All governmental and other approvals, if any, necessary to consummate the transactions contemplated by this Agreement shall have been received; (v) Each Holder shall have delivered all of such Holder’s Purchased Notes (in accordance with Section 2(a)) to the Company or to the Trustee against payment of such Holder’s Purchase Price pursuant to this Agreement free and clear of all Liens (as defined below); and (vi) The Transaction shall have been consummatedSecurities Act. (d) The obligation Such Purchaser has such knowledge and experience in financial and business matters that it is capable of each Holder to consummate evaluating the transactions contemplated by this Agreement is subject merits and risks of purchasing the Notes; it has previously invested in securities similar to the satisfaction Notes and fully understands the limitations on transfer described herein; it is able to bear the economic risk of loss of its investment in the Notes; and it is presently able to afford the complete loss of such investment. (e) Such Purchaser is not acquiring the Notes with a view to or for sale in connection with any distribution thereof or with any present intention of offering or selling any of the following conditions:Notes in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; provided that the disposition of its property and the property of any accounts for which it is acting as fiduciary shall remain at all times within its control. (if) All Such Purchaser acknowledges that it has access to such financial and other information, and has been afforded the opportunity to ask such questions of representatives of the representations Issuer and warranties receive answers it deems necessary in connection with its decision to purchase the Notes; it has relied exclusively on its own investigation of the Company Issuer's and Cherokee's representations set forth in this the Basic Documents and in the License Agreement shall be true and correct has not relied on the Closing Date in all material respects with the same effect as though made on such date and the Company shall have executed and delivered a certificate dated as any other representation of the Closing Date to such effect; (ii) The Company shall have caused all of the covenantsIssuer or Cherokee, agreements and conditions required by this Agreement to be performed whether written or complied with by it prior to or at the Closing to be so performed or complied with in all material respects and the Company shall have executed and delivered a certificate dated as of the Closing Date to such effect; (iii) No action or proceeding shall have been instituted before a court or government body to restrain or prohibit any of the transactions contemplated by this Agreement; (iv) All governmental and other approvals, if any, necessary to consummate the transactions contemplated by this Agreement shall have been received; (v) The Company shall have received executed copies of this Agreement from Holders representing that, collectively, they beneficially own an aggregate principal amount of Notes equal to not less than $189 million; (vi) The Company shall not have paid or caused to be paid to any Holder in respect of its Notes any consideration in excess of the Purchase Price (“Excess Consideration”) unless such Excess Consideration shall also have been paid to each other Holder party hereto, ratably in accordance with the aggregate principal amount of Notes owned by each such Holder; (vii) The Transaction shall have been consummated; and (viii) Contemporaneously with the Closing, the Company shall have caused the Purchase Price to be delivered to each Holder from a deposit account maintained in the name of Guarantor that has been established as an escrow account for the sole purpose of paying the Purchase Price, and which escrow account shall have held only loan proceeds from the refinancing lender of Guarantor and capital (or loan) contributions from certain equity holders of Guarantor and/or its affiliates, and the payment of the Purchase Price shall be made at Closing by wire transfer of immediately available funds to an account designated in writing by such Holderoral.