Common use of Purchaser Representations Clause in Contracts

Purchaser Representations. The Purchaser represents to and agrees with the Commonwealth that: (1) it is a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act of 1933, as amended (the “1933 Act”); (2) it has sufficient knowledge and experience in financial and business matters to be able to evaluate the risk and merits of the investment represented by the Bonds and it is able to bear the economic risks of such investment; (3) no offering memorandum or official statement has been prepared with respect to the Bonds and it has either been supplied with or been given access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisions, and it has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Commonwealth, the Commonwealth’s financial condition and the security for the Bonds so that, as a reasonable investor, it has been able to make its decision to purchase the Bonds; and further, that, except with respect to the Commonwealth Information Statement as of its date and the information provided to the Purchaser in accordance with this paragraph, it has not relied upon the Commonwealth for any information in connection with its purchase of the Bonds; (4) it understands that the Bonds are secured in the manner set forth in the applicable Bond, and it has received and reviewed to its satisfaction a copy of the Bonds; and (5) it is purchasing the Bonds for investment for its own account and not with a current view toward resale or the distribution thereof, in that it does not now intend to resell or otherwise dispose of all or any part of its interests in the Bonds; provided, however, that it may sell or transfer in accordance with Section 9.12 hereof. The Purchaser further acknowledges and agrees that the Commonwealth has not taken, and will not take, any action to qualify the Bonds for offering and sale under the securities or blue sky laws of any jurisdiction of the United States.

Purchaser Representations. The Purchaser represents to and agrees with the Commonwealth that: (1) it is a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act of 1933, as amended (the “1933 Act”); (2) it has sufficient knowledge and experience in financial and business matters to be able to evaluate the risk and merits of the investment represented by the Bonds and it is able to bear the economic risks of such investment; (3) no offering memorandum or official statement has been prepared with respect warrants to the Bonds and Company (a) that it has either been supplied with or been given access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisions, and it has had will acquire the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Commonwealth, the Commonwealth’s financial condition and the security for the Bonds so that, as a reasonable investor, it has been able to make its decision to purchase the Bonds; and further, that, except with respect to the Commonwealth Information Statement as of its date and the information provided to the Purchaser in accordance with this paragraph, it has not relied upon the Commonwealth for any information in connection with its purchase of the Bonds; (4) it understands that the Bonds are secured in the manner set forth in the applicable Bond, and it has received and reviewed to its satisfaction a copy of the Bonds; and (5) it is purchasing the Bonds for investment Note for its own account account, for the purpose of investment and not with a current view toward resale or to the distribution of the Note or any part thereof; PROVIDED, in HOWEVER, that it does not now intend the disposition of the Purchaser's property shall be at all times within its own control and the provisions hereof shall be without prejudice to resell the Purchaser's right at all times to sell or otherwise dispose of all or any part of its interests the Note in compliance with applicable securities law, (b) that the Bonds; providedacquisition of the Note will not constitute a "prohibited transaction" (as such term is defined under ERISA) under Section 406 of ERISA or Section 4975 of the Code, however, and (c) that it may sell has not, directly or indirectly, incurred and will not directly or indirectly incur any obligation for any finder's or broker's or similar fees or commissions in connection with this Agreement, the issuance and delivery of the Note, or the transactions contemplated hereby. The acquisition of the Note by the Purchaser at Closing shall constitute confirmation by it of the accuracy of the foregoing representations and warranties on and as of the time the Note is issued. The Purchaser acknowledges that the Note has not been registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), or the securities laws of any state or other jurisdiction and cannot be disposed of unless it is subsequently registered under the Securities Act and any applicable state laws or exemption from such registration is available. The Purchaser agrees not to transfer the Note except in accordance with Section 9.12 hereofall applicable securities laws. The Purchaser further acknowledges and agrees that to the Commonwealth has imprinting, so long as the securities are not taken, and will not take, any action to qualify the Bonds for offering and sale registered under the Securities Act or the securities or blue sky laws of any jurisdiction state, of the United Statesfollowing legend on the Note: "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE."

Purchaser Representations. The Purchaser hereby represents to and agrees with the Commonwealth thatIssuer that Purchaser: (1a) it has not assigned or transferred the Cancelled Notes, or any portion thereof or interest therein, to any third party; (b) understands that the investment in the New Notes is a “qualified institutional buyer” as defined speculative investment; (c) is aware of the business affairs and financial condition of Issuer and has acquired sufficient information about Issuer to reach an informed and knowledgeable decision to acquire the New Notes; (d) is purchasing the New Notes for investment for Purchaser's own account only and not with a view to, or for resale in Rule 144A promulgated under connection with, any "distribution" within the meaning of the Securities Act of 1933, as amended (the “1933 "Securities Act”"), or applicable state securities laws; (2e) it understands that neither the New Notes nor any shares of the Issuer's common stock issued or issuable upon conversion of the New Notes (the "Conversion Shares") have been registered under the Securities Act or applicable state securities laws by reason of specific exemptions therefrom, which exemptions depend upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein; (f) acknowledges that the New Notes and any Conversion Shares must be held indefinitely unless subsequently registered under the Securities Act and qualified under applicable state securities laws or unless exemptions from such registration and qualification requirements are available; (g) acknowledges that each certificate representing any Conversion Shares will be endorsed with a legend setting forth the restrictions on transfer of the Conversion Shares; (h) has sufficient had, or has had the opportunity to have, this Agreement reviewed prior to execution by Purchaser's legal counsel and Purchaser's financial or other advisors; (i) is an experienced and sophisticated investor and has such knowledge and experience in financial and business matters to be able as are necessary to evaluate the risk merits and merits of the investment represented by the Bonds and it is able to bear the economic risks of such investment; (3) no offering memorandum or official statement has been prepared with respect to the Bonds and it has either been supplied with or been given access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making an investment decisions, and it has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Commonwealth, the Commonwealth’s financial condition and the security for the Bonds so that, as a reasonable investor, it has been able to make its decision to purchase the Bonds; and further, that, except with respect to the Commonwealth Information Statement as of its date and the information provided to the Purchaser in accordance with this paragraph, it has not relied upon the Commonwealth for any information in connection with its purchase of the Bonds; (4) it understands that the Bonds are secured in the manner set forth in the applicable Bond, New Notes and it has received and reviewed to its satisfaction a copy of the Bondsany Conversion Shares; and (5j) it is purchasing the Bonds for investment for its own account and not with a current view toward resale or the distribution thereof, an "accredited investor" as defined in that it does not now intend to resell or otherwise dispose Rule 501(a) of all or any part of its interests in the Bonds; provided, however, that it may sell or transfer in accordance with Section 9.12 hereof. The Purchaser further acknowledges and agrees that the Commonwealth has not taken, and will not take, any action to qualify the Bonds for offering and sale Regulation D promulgated under the securities or blue sky laws of any jurisdiction of the United StatesSecurities Act.

Purchaser Representations. In connection with the issuance and acquisition of Purchased Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows: The Purchaser represents to understands and agrees is familiar with the Commonwealth that: requirements of Regulation D (1) it 17 C.F.R. ss.230.501-08), and is an accredited investor within the meaning of the Securities Act of 1933 (the "Securities Act"). The Purchaser is acquiring and will hold the Purchased Shares for investment for his account only and not with a “qualified institutional buyer” as defined view to, or for resale in Rule 144A promulgated connection with, any "distribution" thereof within the meaning of the Securities Act. The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of 1933a specific exemption therefrom and that the Purchased Shares must be held indefinitely, as amended (unless they are subsequently registered under the “1933 Act”); (2) it has sufficient knowledge Securities Act or the Purchaser obtains an opinion of counsel, in form and experience in financial substance satisfactory to the Company and business matters its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to be able to evaluate register the risk and merits Purchased Shares. The Purchaser is aware of the investment represented adoption of Rule 144 by the Bonds Securities and it is able Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to bear the economic risks satisfaction of such investment; (3) no offering memorandum or official statement certain conditions, including without limitation the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been prepared satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he will not dispose of the Purchased Shares unless and until he has complied with respect all requirements of this Agreement applicable to the Bonds disposition of Purchased Shares and it he has either provided the Company with written assurances, in substance and form satisfactory to the Company, that (a) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been supplied with or taken and (b) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law. The Purchaser has been given access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisionsfurnished with, and it has had access to, such information as he considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from knowledgeable individuals concerning the Commonwealth, Company regarding the Commonwealth’s financial condition terms and the security for the Bonds so that, as a reasonable investor, it has been able to make its decision to purchase the Bonds; and further, that, except with respect to the Commonwealth Information Statement as of its date and the information provided to the Purchaser in accordance with this paragraph, it has not relied upon the Commonwealth for any information in connection with its purchase conditions of the Bonds; (4) it understands that the Bonds are secured in the manner set forth in the applicable Bond, and it has received and reviewed to its satisfaction a copy issuance of the Bonds; and (5) it is purchasing the Bonds for investment for its own account and not with a current view toward resale or the distribution thereof, in that it does not now intend to resell or otherwise dispose of all or any part of its interests in the Bonds; provided, however, that it may sell or transfer in accordance with Section 9.12 hereofPurchased Shares. The Purchaser further acknowledges is aware that his investment in the Company is a speculative investment which has limited liquidity and agrees that is subject to the Commonwealth has not takenrisk of complete loss. The Purchaser is able, without impairing his financial condition, to hold the Purchased Shares for an indefinite period and will not take, any action to qualify suffer a complete loss of his investment in the Bonds for offering and sale under the securities or blue sky laws of any jurisdiction of the United StatesPurchased Shares.

Purchaser Representations. In connection with the issuance and acquisition of Units under this Agreement, the Purchaser hereby represents and warrants to the Company as follows: (i) The Purchaser represents to is acquiring and agrees will hold the Purchased Units for investment for its account only and not with a view to, or for resale in connection with, any “distribution” thereof within the Commonwealth that: meaning of the Securities Act. (1ii) it is a “qualified institutional buyer” as defined in Rule 144A promulgated The Purchaser understands that the Purchased Units have not been registered under the Securities Act by reason of 1933a specific exemption therefrom and that the Purchased Units must be held indefinitely, as amended unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Units. (iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “1933 broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Units in violation of the Securities Act”); (2) , the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he, she or it will not dispose of the Purchased Units unless and until he, she or it has sufficient knowledge complied with all requirements of this Agreement applicable to the disposition of Purchased Units and experience he or she has provided the Company with written assurances, in financial substance and business matters form satisfactory to be able to evaluate the risk and merits Company, that (A) the proposed disposition does not require registration of the investment represented by Purchased Units under the Bonds and it is able to bear Securities Act or all appropriate action necessary for compliance with the economic risks registration requirements of such investment; the Securities Act or with any exemption from registration available under the Securities Act (3including Rule 144) no offering memorandum or official statement has been prepared with respect taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Bonds and it Purchased Units under state securities law. 2 (v) The Purchaser has either been supplied with or been given access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisionsfurnished with, and it has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Units, and the Purchaser has had an opportunity to ask questions and receive answers from knowledgeable individuals concerning the Commonwealth, Company regarding the Commonwealth’s financial condition terms and conditions of the security for issuance of the Bonds so that, as Purchased Units. (vi) The Purchaser is aware that his or her investment in the Company is a reasonable investor, it speculative investment that has been able to make its decision to purchase the Bonds; limited liquidity and further, that, except with respect is subject to the Commonwealth Information Statement as risk of its date and the information provided to the Purchaser in accordance with this paragraph, it has not relied upon the Commonwealth for any information in connection with its purchase of the Bonds; (4) it understands that the Bonds are secured in the manner set forth in the applicable Bond, and it has received and reviewed to its satisfaction a copy of the Bonds; and (5) it is purchasing the Bonds for investment for its own account and not with a current view toward resale or the distribution thereof, in that it does not now intend to resell or otherwise dispose of all or any part of its interests in the Bonds; provided, however, that it may sell or transfer in accordance with Section 9.12 hereofcomplete loss. The Purchaser further acknowledges is able, without impairing his or her financial condition, to hold the Purchased Units for an indefinite period and agrees that to suffer a complete loss of his or her investment in the Commonwealth has not taken, and will not take, any action to qualify the Bonds for offering and sale under the securities or blue sky laws of any jurisdiction of the United States.Purchased Units. (b)

Purchaser Representations. The Purchaser hereby represents to and agrees with Issuer that Purchaser (a) has not assigned or transferred the Commonwealth that: incentive bonus right described in Section 2 above, or any portion thereof or interest therein, to any third party; (1b) it understands that the investment in the Preferred Shares is a “qualified institutional buyer” as defined speculative investment; (c) is aware of the business affairs and financial condition of Issuer and has acquired sufficient information about Issuer to reach an informed and knowledgeable decision to acquire the Preferred Shares; (d) is purchasing the Preferred Shares for investment for Purchaser's own account only and not with a view to, or for resale in Rule 144A promulgated under connection with, any "distribution" within the meaning of the Securities Act of 1933, as amended (the “1933 "Securities Act”"), or applicable state securities laws; (2e) it understands that neither the Preferred Shares nor any shares of the Issuer's common stock issued or issuable upon conversion of the Preferred Shares (the "Conversion Shares") have been, nor will be, registered under the Securities Act or applicable state securities laws by reason of specific exemptions therefrom, which exemptions depend upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein; (f) acknowledges that the Preferred Shares and any Conversion Shares must be held indefinitely unless subsequently registered under the Securities Act and qualified under applicable state securities laws or unless exemptions from such registration and qualification requirements are available; (g) acknowledges that each certificate representing the Preferred Shares and any Conversion Shares will be endorsed with a legend setting forth the restrictions on transfer of the Preferred Shares and any Conversion Shares; (h) has sufficient had, or has had the opportunity to have, this Agreement reviewed prior to execution by Purchaser's legal counsel and Purchaser's financial or other advisors; (i) is an experienced and sophisticated investor and has such knowledge and experience in financial and business matters to be able as are necessary to evaluate the risk merits and merits of the investment represented by the Bonds and it is able to bear the economic risks of such investment; (3) no offering memorandum or official statement has been prepared with respect to the Bonds and it has either been supplied with or been given access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making an investment decisions, and it has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Commonwealth, the Commonwealth’s financial condition and the security for the Bonds so that, as a reasonable investor, it has been able to make its decision to purchase the Bonds; and further, that, except with respect to the Commonwealth Information Statement as of its date and the information provided to the Purchaser in accordance with this paragraph, it has not relied upon the Commonwealth for any information in connection with its purchase of the Bonds; (4) it understands that the Bonds are secured in the manner set forth in the applicable Bond, and it has received and reviewed to its satisfaction a copy of the BondsPreferred Shares; and (5j) it is purchasing the Bonds for investment for its own account and not with a current view toward resale or the distribution thereof, an "accredited investor" as defined in that it does not now intend to resell or otherwise dispose Rule 501(a) of all or any part of its interests in the Bonds; provided, however, that it may sell or transfer in accordance with Section 9.12 hereof. The Purchaser further acknowledges and agrees that the Commonwealth has not taken, and will not take, any action to qualify the Bonds for offering and sale Regulation D promulgated under the securities or blue sky laws of any jurisdiction of the United StatesSecurities Act.

Purchaser Representations. The Purchaser represents to and agrees In connection with the Commonwealth thatissuance of the Purchased Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows: 4.1 Purchaser has full power and authority to enter into this Agreement and this Agreement constitutes its valid and legally binding obligation, enforceable in accordance with its terms except (1a) it as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. 4.2 This Agreement is a “qualified institutional buyer” as defined made with such Purchaser in Rule 144A promulgated under reliance upon Purchaser’s representation to the Company, which by Purchaser’s execution of this Agreement Purchaser hereby confirms, that the Purchased Shares and the Conversion Shares to be received by 20 [***] Certain information in this document has been omitted and filed separately with the Securities Act of 1933, as amended (the “1933 Act”); (2) it has sufficient knowledge and experience in financial and business matters to be able to evaluate the risk and merits of the investment represented by the Bonds and it is able to bear the economic risks of such investment; (3) no offering memorandum or official statement Exchange Commission. Confidential treatment has been prepared requested with respect to the Bonds omitted portions. Purchaser will be acquired for investment for Purchaser’s own account, not as a nominee or agent, and not with a view to the distribution of any part thereof, and that Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Purchaser further represents that Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities. 4.3 Purchaser believes it has either been supplied with received all the information it considers necessary or been given access appropriate for deciding whether to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisions, and purchase the Purchased Shares. Purchaser further represents that it has had the an opportunity to ask questions and receive answers from knowledgeable individuals concerning the CommonwealthCompany regarding the terms and conditions of the offering of the Purchased Shares and the business, the Commonwealth’s properties, prospects and financial condition of the Company. 4.4 Purchaser is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the security economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Purchased Shares. If other than an individual, Purchaser also represents it has not been organized for the Bonds so thatpurpose of acquiring the Purchased Shares. 4.5 Purchaser is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect. 4.6 Purchaser understands that the Securities will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a reasonable investortransaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act, only in certain limited circumstances. In this connection, Purchaser represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. 4.7 Purchaser hereby represents that it has been able satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any government or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. The Company’s offer and sale and Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of Purchaser’s jurisdiction. 4.8 Without in any way limiting the representations set forth above, Purchaser further agrees not to make its decision to purchase any disposition of all or any portion of the Bonds; Securities unless and further, that, except until: 21 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the Commonwealth Information omitted portions. (a) There is then in effect a Registration Statement as of its date under the Act covering such proposed disposition and the information provided to the Purchaser such disposition is made in accordance with this paragraph, it has not relied upon such Registration Statement; or (b) (i) Purchaser shall have notified the Commonwealth for any information in connection with its purchase Company of the Bonds; proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (4ii) it understands if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company that such disposition will not require registration of such shares under the Act. It is agreed that the Bonds are secured Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances or for transactions with non-U.S. persons within the manner set forth in meaning of Regulation S under the applicable Bond, and it has received and reviewed to its satisfaction a copy Securities Act. 4.9 It is understood that the certificates evidencing the Securities may bear one or all of the Bonds; following legends: (a) “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.” (b) Any legend required by applicable state “blue sky” securities laws rules and regulations. (5c) it is purchasing The Company shall be obligated to reissue promptly unlegended certificates at the Bonds for investment for request of any holder thereof if the Company has completed its own account initial public offering under the Act and not with a current view toward resale or the distribution thereof, in that it does not now intend holder shall have obtained an opinion of counsel (which counsel may be counsel to resell or otherwise dispose of all or any part of its interests in the Bonds; provided, however, that it may sell or transfer in accordance with Section 9.12 hereof. The Purchaser further acknowledges and agrees Company) to the effect that the Commonwealth has not takensecurities proposed to be disposed of may lawfully be so disposed without registration, qualification and will not take, any action to qualify the Bonds for offering and sale under the securities or blue sky laws of any jurisdiction of the United Stateslegend. 5.

Purchaser Representations. The Purchaser represents This Agreement is made with each of you in reliance upon your representation to the Issuer, which by your acceptance hereof you confirm, that you understand that the Notes have not been and agrees with the Commonwealth that: (1) it is a “qualified institutional buyer” as defined in Rule 144A promulgated will not be registered under the Securities 1933 Act in reliance upon the exemption provided in Section 4(2) of 1933the 1933 Act or registered or qualified under the securities or "Blue Sky" laws of any jurisdiction and may not be resold or otherwise pledged or transferred except in a transaction which is exempt from the registration requirements of the 1933 Act (and, in that regard each Purchaser hereby represents that any Notes purchased by it (or by the RCC Agent or DFC Agent, as amended (the “1933 Act”); (2) it has sufficient knowledge and experience in financial and business matters to be able to evaluate the risk and merits of the investment represented by the Bonds and it is able to bear the economic risks of such investment; (3) no offering memorandum or official statement has been prepared with respect to the Bonds and it has either been supplied with or been given access to informationcase may be, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisions, and it has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Commonwealth, the Commonwealth’s financial condition and the security for the Bonds so that, as a reasonable investor, it has been able to make its decision to purchase the Bonds; and further, that, except with respect to the Commonwealth Information Statement as on behalf of its date and the information provided to the Purchaser in accordance with this paragraph, it has not relied upon the Commonwealth for any information in connection with its purchase of the Bonds; (4related Purchaser) it understands that the Bonds are secured in the manner set forth in the applicable Bond, and it has received and reviewed to its satisfaction a copy of the Bonds; and (5) it is purchasing the Bonds for investment hereunder will be purchased for its own account and not with a current view toward resale or the to distribution thereof); PROVIDED, that, (i) the disposition of your property shall at all times be within your control; and (ii) it is recognized and agreed that you may transfer your rights and interests under the Notes and herein to one or more liquidity purchasers ("LIQUIDITY PURCHASERS") under, in that it does not now intend the case of RCC, an Amended and Restated Liquidity Asset Purchase Agreement dated as of July 21, 1998 (the "RCC ASSET PURCHASE AGREEMENT") among the Liquidity Purchasers from time to resell or otherwise dispose time party thereto, RCC and Bank of all or any part of its interests America National Trust and Savings Association, as Administrator and Liquidity Agent and, in the Bonds; providedcase of DFC, howeverthe Asset Purchase Agreement dated as of July 21, that it may sell or transfer in accordance 1998, by and among DFC, the Liquidity Purchasers from time to time party thereto, and Xxxxxx Guaranty Trust Company of New York, as DFC Agent and agent for the Liquidity Purchasers (the "DFC ASSET PURCHASE AGREEMENT", with Section 9.12 hereofthe RCC Asset Purchase Agreement, the "LIQUIDITY AGREEMENTS"). The Each Purchaser further acknowledges and agrees represents that the Commonwealth has not taken, Liquidity Purchasers under its related Liquidity Agreement will make the foregoing representations and will not take, warranties with respect to any action to qualify the Bonds for offering and sale under the securities or blue sky laws of any jurisdiction purchase of the United States.Notes pursuant to such Liquidity Agreement. Each Purchaser hereby represents to the Issuer that: