Common use of Representations and Warranties of Creditor Clause in Contracts

Representations and Warranties of Creditor. Creditor hereby represents and warrants to the Company as follows: (a) That Creditor has been given access to full and complete information regarding the Company and has met with or been given reasonable opportunity to meet with representatives of the Company for the purpose of obtaining all information concerning the Company that Creditor deems necessary to make an informed investment decision. (b) That Creditor is in a financial position to hold the Shares for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of Creditor's investment in the Shares. (c) That Creditor, either alone or with the assistance of Creditor's own professional advisors, has such knowledge and experience in financial and business matters that Creditor is capable of reading and interpreting financial statements and evaluating the merits and risks of the prospective investment in the Shares. (d) That Creditor recognizes that an investment in the Shares is highly speculative and involves a high degree of risk, including, but not limited to, the risk of economic losses from operations of the Company and the loss of Creditor's entire investment in the Company. (e) That Creditor understands that the Company makes no assurances whatsoever concerning the present or prospective value of the Shares. (f) That Creditor understands that (i) there are substantial restrictions on the transfer of the Shares; (ii) there is not currently a public market for the Shares; and (iii) accordingly, for the above and other reasons, Creditor may not be able to liquidate an investment in the Shares for an indefinite period. (g) That Creditor certifies, under penalties of perjury, that the undersigned is NOT subject to the backup withholding provisions of Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as amended. {Note: You are subject to backup withholding If (i) you fail to furnish your Social Security number or taxpayer identification number in this Agreement: (ii) the Internal Revenue Service notifies the Company that you furnished an incorrect Social Security number or taxpayer identification number: (iii) you are notified that you are subject to backup withholding: or (iv) you fail to certify that you are not subject to backup withholding or you fail to certify your Social Security number or taxpayer identification number). (h) The Shares are being acquired for Creditor's own account and for investment and without the intention of reselling or redistributing the Shares, Creditor has made no agreement with others regarding the Shares, and Creditor's financial condition is such that it is not likely that it will be necessary to dispose of the Shares in the foreseeable future. Creditor is aware that, in the view of the Securities and Exchange Commission, the acquisition of the Shares with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Shares and for which the Shares were pledged, would represent an intent inconsistent with the representations set forth above. (i) If Creditor is a natural person, Creditor is a bona fide resident of, and is domiciled in and received the offer and made the decision to invest in the Shares in, the state of ___________. If Creditor is an entity, Creditor is organized and has its principal place of business in, and received the offer and made the decision to invest in the Shares, in the state of Delaware. (j) If an entity, Creditor was not formed for the purpose of investing in the Shares. (k) Status as an "Accredited investor". The undersigned is a corporation, limited liability company, or similar business trust, or partnership with assets in excess of $5,000,000.

Representations and Warranties of Creditor. Creditor hereby represents and warrants to the Company as follows: (a) That Creditor has been given access to full and complete information regarding the Company and has met with or been given reasonable opportunity to meet with representatives of the Company for the purpose of obtaining all information concerning the Company that Creditor deems necessary to make an informed investment decision. (b) That Creditor is in a financial position to hold the Shares for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of Creditor's investment in the Shares. (c) That Creditor, either alone or with the assistance of Creditor's own professional advisors, has such knowledge and experience in financial and business matters that Creditor is capable of reading and interpreting financial statements and evaluating the merits and risks of the prospective investment in the Shares. (d) That Creditor recognizes that an investment in the Shares is highly speculative and involves a high degree of risk, including, but not limited to, the risk of economic losses from operations of the Company and the loss of Creditor's entire investment in the Company. (e) That Creditor understands that the Company makes no assurances whatsoever concerning the present or prospective value of the Shares. (f) That Creditor understands that (i) there are substantial restrictions on the transfer of the Shares; (ii) there is not currently a public market for the Shares; and (iii) accordingly, for the above and other reasons, Creditor may not be able to liquidate an investment in the Shares for an indefinite period. (g) That Creditor certifies, under penalties of perjury, that the undersigned is NOT subject to the backup withholding provisions of Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as amended. {Note: You are subject to backup withholding If (i) you fail to furnish your Social Security number or taxpayer identification number in this Agreement: (ii) the Internal Revenue Service notifies the Company that you furnished an incorrect Social Security number or taxpayer identification number: (iii) you are notified that you are subject to backup withholding: or (iv) you fail to certify that you are not subject to backup withholding or you fail to certify your Social Security number or taxpayer identification number). (h) The Shares are being acquired for Creditor's own account and for investment and without the intention of reselling or redistributing the Shares, Creditor has made no agreement with others regarding the Shares, and Creditor's financial condition is such that it is not likely that it will be necessary to dispose of the Shares in the foreseeable future. Creditor is aware that, in the view of the Securities and Exchange Commission, the acquisition of the Shares with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Shares and for which the Shares were pledged, would represent an intent inconsistent with the representations set forth above. (i) If Creditor is a natural person, Creditor is a bona fide resident of, and is domiciled in and received the offer and made the decision to invest in the Shares in, the state of ___________. If Creditor is an entity, Creditor is organized and has its principal place of business in, and received the offer and made the decision to invest in the Shares, in the state of DelawareNew York. (j) If an entity, Creditor was not formed for the purpose of investing in the Shares. (k) Status as an "Accredited investor". The undersigned is a corporation, limited liability company, or similar business trust, or partnership with assets in excess of $5,000,000Not an Accredited Investor.

Representations and Warranties of Creditor. Creditor hereby represents and warrants to the Company as follows: (a) That Creditor has been given access to full and complete information regarding the Company and has met with or been given reasonable opportunity to meet with representatives of the Company for the purpose of obtaining all information concerning the Company that Creditor deems necessary to make an informed investment decision. (b) That Creditor is in a financial position to hold the Shares for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of Creditor's investment in the Shares. (c) That Creditor, either alone or with the assistance of Creditor's own professional advisors, has such knowledge and experience in financial and business matters that Creditor is capable of reading and interpreting financial statements and evaluating the merits and risks of the prospective investment in the Shares. (d) That Creditor recognizes that an investment in the Shares is highly speculative and involves a high degree of risk, including, but not limited to, the risk of economic losses from operations of the Company and the loss of Creditor's entire investment in the Company. (e) That Creditor understands that the Company makes no assurances whatsoever concerning the present or prospective value of the Shares. (f) That Creditor understands that (i) there are substantial restrictions on the transfer of the Shares; (ii) there is not currently a public market for the Shares; and (iii) accordingly, for the above and other reasons, Creditor may not be able to liquidate an investment in the Shares for an indefinite period. (g) That Creditor certifies, under penalties of perjury, that the undersigned is NOT subject to the backup withholding provisions of Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as amended. {Note: You are subject to backup withholding If (i) you fail to furnish your Social Security number or taxpayer identification number in this Agreement: (ii) the Internal Revenue Service notifies the Company that you furnished an incorrect Social Security number or taxpayer identification number: (iii) you are notified that you are subject to backup withholding: or (iv) you fail to certify that you are not subject to backup withholding or you fail to certify your Social Security number or taxpayer identification number). (h) The Shares are being acquired for Creditor's own account and for investment and without the intention of reselling or redistributing the Shares, Creditor has made no agreement with others regarding the Shares, and Creditor's financial condition is such that it is not likely that it will be necessary to dispose of the Shares in the foreseeable future. Creditor is aware that, in the view of the Securities and Exchange Commission, the acquisition of the Shares with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Shares and for which the Shares were pledged, would represent an intent inconsistent with the representations set forth above. (i) If Creditor is a natural person, Creditor is a bona fide resident of, and is domiciled in and received the offer and made the decision to invest in the Shares in, the state of ___________. If Creditor is an entity, Creditor is organized and has its principal place of business in, and received the offer and made the decision to invest in the Shares, in the state of DelawareMichigan. (j) If an entity, Creditor was not formed for the purpose of investing in the Shares. (k) Status as an "Accredited investor". The undersigned is a corporation, limited liability company, or similar business trust, or partnership with assets in excess of $5,000,000.

Representations and Warranties of Creditor. Creditor hereby represents and warrants to the Company as follows: (a) That Creditor has been given access to full and complete information regarding the Company and has met with or been given reasonable opportunity to meet with representatives of the Company for the purpose of obtaining all information concerning the Company that Creditor deems necessary to make an informed investment decision. (b) That Creditor is in a financial position to hold the Shares for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of Creditor's investment in the Shares. (c) That Creditor, either alone or with the assistance of Creditor's own professional advisors, has such knowledge and experience in financial and business matters that Creditor is capable of reading and interpreting financial statements and evaluating the merits and risks of the prospective investment in the Shares. (d) That Creditor recognizes that an investment in the Shares is highly speculative and involves a high degree of risk, including, but not limited to, the risk of economic losses from operations of the Company and the loss of Creditor's entire investment in the Company. (e) That Creditor understands that the Company makes no assurances whatsoever concerning the present or prospective value of the Shares. (f) That Creditor understands that (i) there are substantial restrictions on the transfer of the Shares; (ii) there is not currently a public market for the Shares; and (iii) accordingly, for the above and other reasons, Creditor may not be able to liquidate an investment in the Shares for an indefinite period. (g) That Creditor certifies, under penalties of perjury, that the undersigned is NOT subject to the backup withholding provisions of Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as amended. {Note: You are subject to backup withholding If (i) you fail to furnish your Social Security number or taxpayer identification number in this Agreement: (ii) the Internal Revenue Service notifies the Company that you furnished an incorrect Social Security number or taxpayer identification number: (iii) you are notified that you are subject to backup withholding: or (iv) you fail to certify that you are not subject to backup withholding or you fail to certify your Social Security number or taxpayer identification number). (h) The Shares are being acquired for Creditor's own account and for investment and without the intention of reselling or redistributing the Shares, Creditor has made no agreement with others regarding the Shares, and Creditor's financial condition is such that it is not likely that it will be necessary to dispose of the Shares in the foreseeable future. Creditor is aware that, in the view of the Securities and Exchange Commission, the acquisition of the Shares with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Shares and for which the Shares were pledged, would represent an intent inconsistent with the representations set forth above. (i) If Creditor is a natural person, Creditor is a bona fide resident of, and is domiciled in and received the offer and made the decision to invest in the Shares in, the state of ___________. If Creditor is an entity, Creditor is organized and has its principal place of business in, and received the offer and made the decision to invest in the Shares, in the state of DelawareNorth Carolina. (j) If an entity, Creditor was not formed for the purpose of investing in the Shares. (k) Status as an "Accredited investor". The undersigned is a corporation, limited liability company, or similar business trust, or partnership with assets in excess of $5,000,000.

Representations and Warranties of Creditor. Creditor hereby represents and warrants to the Company as follows: (a) That Creditor has been given access to full and complete information regarding the Company and has met with or been given reasonable opportunity to meet with representatives of the Company for the purpose of obtaining all information concerning the Company that Creditor deems necessary to make an informed investment decision. (b) That Creditor is in a financial position to hold the Shares for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of Creditor's investment in the Shares. (c) That Creditor, either alone or with the assistance of Creditor's own professional advisors, has such knowledge and experience in financial and business matters that Creditor is capable of reading and interpreting financial statements and evaluating the merits and risks of the prospective investment in the Shares. (d) That Creditor recognizes that an investment in the Shares is highly speculative and involves a high degree of risk, including, but not limited to, the risk of economic losses from operations of the Company and the loss of Creditor's entire investment in the Company. (e) That Creditor understands that the Company makes no assurances whatsoever concerning the present or prospective value of the Shares. (f) That Creditor understands that (i) there are substantial restrictions on the transfer of the Shares; (ii) there is not currently a public market for the Shares; and (iii) accordingly, for the above and other reasons, Creditor may not be able to liquidate an investment in the Shares for an indefinite period. (g) That Creditor certifies, under penalties of perjury, that the undersigned is NOT subject to the backup withholding provisions of Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as amended. {Note: You are subject to backup withholding If (i) you fail to furnish your Social Security number or taxpayer identification number in this Agreement: (ii) the Internal Revenue Service notifies the Company that you furnished an incorrect Social Security number or taxpayer identification number: (iii) you are notified that you are subject to backup withholding: or (iv) you fail to certify that you are not subject to backup withholding or you fail to certify your Social Security number or taxpayer identification number). (h) The Shares are being acquired for Creditor's own account and for investment and without the intention of reselling or redistributing the Shares, Creditor has made no agreement with others regarding the Shares, and Creditor's financial condition is such that it is not likely that it will be necessary to dispose of the Shares in the foreseeable future. Creditor is aware that, in the view of the Securities and Exchange Commission, the acquisition of the Shares with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Shares and for which the Shares were pledged, would represent an intent inconsistent with the representations set forth above. (i) If Creditor is a natural person, Creditor is a bona fide resident of, and is domiciled in and received the offer and made the decision to invest in the Shares in, the state of ___________. If Creditor is an entity, Creditor is organized and has its principal place of business in, and received the offer and made the decision to invest in the Shares, in the state of Delaware___. (j) If an entity, Creditor was not formed for the purpose of investing in the Shares. (k) Status as an "Accredited investor". The undersigned is a corporation, limited liability company, or similar business trust, or partnership with assets in excess of $5,000,000.

Representations and Warranties of Creditor. Creditor hereby represents and warrants to the Company as follows: (a) That Creditor has been given access to full and complete information regarding the Company and has met with or been given reasonable opportunity to meet with representatives of the Company for the purpose of obtaining all information concerning the Company that Creditor deems necessary to make an informed investment decision. (b) That Creditor is in a financial position to hold the Shares for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of Creditor's investment in the Shares. (c) That Creditor, either alone or with the assistance of Creditor's own professional advisors, has such knowledge and experience in financial and business matters that Creditor is capable of reading and interpreting financial statements and evaluating the merits and risks of the prospective investment in the Shares. (d) That Creditor recognizes that an investment in the Shares is highly speculative and involves a high degree of risk, including, but not limited to, the risk of economic losses from operations of the Company and the loss of Creditor's entire investment in the Company. (e) That Creditor understands that the Company makes no assurances whatsoever concerning the present or prospective value of the Shares. (f) That Creditor understands that (i) there are substantial restrictions on the transfer of the Shares; (ii) there is not currently a public market for the Shares; and (iii) accordingly, for the above and other reasons, Creditor may not be able to liquidate an investment in the Shares for an indefinite period. (g) That Creditor certifies, under penalties of perjury, that the undersigned is NOT subject to the backup withholding provisions of Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as amended. {Note: You are subject to backup withholding If (i) you fail to furnish your Social Security number or taxpayer identification number in this Agreement: (ii) the Internal Revenue Service notifies the Company that you furnished an incorrect Social Security number or taxpayer identification number: (iii) you are notified that you are subject to backup withholding: or (iv) you fail to certify that you are not subject to backup withholding or you fail to certify your Social Security number or taxpayer identification number). (h) The Shares are being acquired for Creditor's own account and for investment and without the intention of reselling or redistributing the Shares, Creditor has made no agreement with others regarding the Shares, and Creditor's financial condition is such that it is not likely that it will be necessary to dispose of the Shares in the foreseeable future. Creditor is aware that, in the view of the Securities and Exchange Commission, the acquisition of the Shares with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Shares and for which the Shares were pledged, would represent an intent inconsistent with the representations set forth above. (i) If Creditor is a natural person, Creditor is a bona fide resident of, and is domiciled in and received the offer and made the decision to invest in the Shares in, the state of ___________. If Creditor is an entity, Creditor is organized and has its principal place of business in, and received the offer and made the decision to invest in the Shares, in the state of Delaware______________. (j) If an entity, Creditor was not formed for the purpose of investing in the Shares. (k) Status as an "Accredited investor". The undersigned is a corporation, limited liability company, or similar business trust, or partnership with assets in excess of $5,000,000.

Representations and Warranties of Creditor. Creditor hereby represents and warrants to the Company as follows: (a) That Creditor has been given access to full and complete information regarding the Company and has met with or been given reasonable opportunity to meet with representatives of the Company for the purpose of obtaining all information concerning the Company that Creditor deems necessary to make an informed investment decision. (b) That Creditor is in a financial position to hold the Shares for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of Creditor's investment in the Shares. (c) That Creditor, either alone or with the assistance of Creditor's own professional advisors, has such knowledge and experience in financial and business matters that Creditor is capable of reading and interpreting financial statements and evaluating the merits and risks of the prospective investment in the Shares. (d) That Creditor recognizes that an investment in the Shares is highly speculative and involves a high degree of risk, including, but not limited to, the risk of economic losses from operations of the Company and the loss of Creditor's entire investment in the Company. (e) That Creditor understands that the Company makes no assurances whatsoever concerning the present or prospective value of the Shares. (f) That Creditor understands that (i) there are substantial restrictions on the transfer of the Shares; (ii) there is not currently a public market for the Shares; and (iii) accordingly, for the above and other reasons, Creditor may not be able to liquidate an investment in the Shares for an indefinite period. (g) That Creditor certifies, under penalties of perjury, that the undersigned is NOT subject to the backup withholding provisions of Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as amended. {Note: You are subject to backup withholding If (i) you fail to furnish your Social Security number or taxpayer identification number in this Agreement: (ii) the Internal Revenue Service notifies the Company that you furnished an incorrect Social Security number or taxpayer identification number: (iii) you are notified that you are subject to backup withholding: or (iv) you fail to certify that you are not subject to backup withholding or you fail to certify your Social Security number or taxpayer identification number). (h) The Shares are being acquired for Creditor's own account and for investment and without the intention of reselling or redistributing the Shares, Creditor has made no agreement with others regarding the Shares, and Creditor's financial condition is such that it is not likely that it will be necessary to dispose of the Shares in the foreseeable future. Creditor is aware that, in the view of the Securities and Exchange Commission, the acquisition of the Shares with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Shares and for which the Shares were pledged, would represent an intent inconsistent with the representations set forth above. (i) If Creditor is a natural person, Creditor is a bona fide resident of, and is domiciled in and received the offer and made the decision to invest in the Shares in, the state of ___________Virginia. If Creditor is an entity, Creditor is organized and has its principal place of business in, and received the offer and made the decision to invest in the Shares, in the state of Delaware____________. (j) If an entity, Creditor was not formed for the purpose of investing in the Shares. (k) Status as an "Accredited investor". The undersigned is a corporation, limited liability company, or similar business trust, or partnership with assets in excess of $5,000,000Not an Accredited Investor.