Common use of Purchaser’s Knowledge; SPV Investor’s Knowledge Clause in Contracts

Purchaser’s Knowledge; SPV Investor’s Knowledge. (a) The Purchaser: (i) is a sophisticated individual or entity familiar with transactions similar to those contemplated by this Agreement; (ii) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale and issuance of the Notes; and (iii) has independently and without reliance upon the Company, and based on such information and the advice of its advisors as such Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Purchaser acknowledges that neither the Company nor its agents is acting as a fiduciary or financial or investment adviser to such Purchaser, and that neither the Company nor its agents has given such Purchaser any investment advice, opinion or other information on whether the purchase of the Notes is prudent. The Purchaser acknowledges that the value of the Notes may significantly appreciate or depreciate over time. (b) If the Purchaser is a Special Purpose Purchaser, any subscription agreement concerning an investment by any SPV Investor in such Special Purpose Purchaser contains provisions whereby each SPV Investor represents, warrants and agrees that: (i) it has received adequate information concerning all matters which it considers material to a decision to purchase SPV Investor Interests; (ii) it is capable of evaluating investment risks independently, including with regard to transactions and investment strategies involving interests in the Special Purpose Purchaser and has exercised independent judgment (and has relied solely upon the Special Purpose Purchaser’s private placement memorandum, the advice of the SPV Investor’s tax, legal or other advisers, and independent investigations made by the SPV Investor) in purchasing the SPV Investor Interests; (iii) it has such knowledge and experience in financial and investment matters, and in illiquid investments in particular, and in other business matters that the SPV Investor is capable of evaluating the merits and risks of an investment in the SPV Investor Interests without assistance of a Purchaser Representative (as such term is defined in the Securities Act); and (iv) it can bear a complete loss of its investment in the Special Purpose Purchaser, and such a loss would not materially adversely affect its capital needs (in the case of an entity) or his or her standard of living or that of his or her family (in the case of an individual).

Purchaser’s Knowledge; SPV Investor’s Knowledge. (a) The Purchaser: (i) is a sophisticated individual or entity familiar with transactions similar to those contemplated by this Agreement; (ii) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale and issuance of the Notes; and (iii) has independently and without reliance upon the Company, and based on such information and the advice of its advisors as such Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Purchaser acknowledges that neither the Company nor its agents is acting as a fiduciary or financial or investment adviser to such Purchaser, and that neither the Company nor its agents has given such Purchaser any investment advice, opinion or other information on whether the purchase of the Notes is prudent. The Purchaser acknowledges that the value of the Notes may significantly appreciate or depreciate over time. (b) If the Purchaser is a Special Purpose Purchaser, any subscription agreement concerning an investment by any SPV Investor in such Special Purpose Purchaser contains provisions whereby each SPV Investor represents, warrants and agrees that: (i) it has received adequate all information concerning all matters which the Special Purpose Purchaser as it considers material necessary to make a decision to purchase SPV Investor Interests; (ii) it is capable of evaluating investment risks independently, including with regard to transactions and investment strategies involving interests in the Special Purpose Purchaser and has exercised independent judgment (and has relied solely upon the Special Purpose Purchaser’s private placement memorandum, the advice of the SPV Investor’s tax, legal or other advisers, and independent investigations made by the SPV Investor) in purchasing the SPV Investor Interests; (iiiii) it has such knowledge and experience in financial and investment matters, and in illiquid investments in particular, and in other business matters that the SPV Investor is capable of evaluating the merits and risks of an investment in the SPV Investor Interests without assistance of a Purchaser Representative (as such term is defined in the Securities Act); and (iv) it can bear a complete loss of its investment in the Special Purpose Purchaser, and such a loss would not materially adversely affect its capital needs (in the case of an entity) or his or her standard of living or that of his or her family (in the case of an individual).