Common use of REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. Each Investor represents and warrants to the Company as follows: (a) It is acquiring the Preferred B Shares (and will acquire the Common Stock issuable upon conversion of the Preferred B Shares, if applicable) or the Secured Notes, as applicable, for its own account for investment and not with a present view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Preferred B Shares (and will acquire the Common Stock issuable upon conversion of the Preferred B Shares, if applicable) or the Secured Notes, as applicable, but subject, nevertheless, to any requirement of law that the disposition of the Investor’s property shall at all times be within the Investor’s control, and without prejudice to the Investor’s right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Securities Act or under an exemption from said registration available under the Securities Act. (b) It has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder. (c) It is a validly existing limited liability company duly organized and in good standing under the laws of its jurisdiction of organization. (d) It has taken all action necessary for the authorization, execution, delivery, and performance of the Transaction Documents to which it is a party and its obligations thereunder. No other action is necessary to authorize such execution, delivery and performance of the Transaction Documents to which it is a party. When executed and delivered by the Investor, each of the Transaction Documents to which the Investor is a party shall constitute the valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and general principles of equity. (e) It is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. It has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bear the economic risk of such investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of this Agreement and the purchase of the Preferred B Shares contemplated hereby. (f) The Investor understands that the Preferred B Shares (and the Common Stock issuable upon conversion of the Preferred B Shares, if applicable) and the Secured Notes, as applicable, are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Investor must hold the Preferred B Shares (and the Common Stock issuable upon conversion of the Preferred B Shares, if applicable) and the Secured Notes, as applicable, indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. (g) The Investor acknowledges that the funds representing the Purchase Price or the Loan Amount, as applicable, will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor’s purchase of Preferred B Shares hereunder, on a confidential basis, pursuant to the PATRIOT Act. No portion of any Purchase Price or Loan Amount, as applicable, to be provided by the Investor (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the Investor, and it shall promptly notify the Company if the Investor discovers that any of such representations ceases to be true and provide the Company with the appropriate information in connection therewith.

REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. Each Investor represents and warrants warrants, severally and not jointly, to the Company Issuer as of the date hereof as follows: (a) It is acquiring 4.01 Such Investor has the Preferred B Shares (and will acquire the Common Stock issuable upon conversion of the Preferred B Shares, if applicable) or the Secured Notes, as applicable, for its own account for investment and not with a present view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Preferred B Shares (and will acquire the Common Stock issuable upon conversion of the Preferred B Shares, if applicable) or the Secured Notes, as applicable, but subject, nevertheless, to any requirement of law that the disposition of the Investor’s property shall at all times be within the Investor’s control, and without prejudice to the Investor’s right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Securities Act or under an exemption from said registration available under the Securities Act. (b) It has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party this Agreement and to perform its obligations hereunder. (c) It is a validly existing limited liability company 4.02 This Agreement has been duly organized and in good standing under the laws of its jurisdiction of organization. (d) It has taken all action necessary for the authorization, execution, delivery, and performance of the Transaction Documents to which it is a party and its obligations thereunder. No other action is necessary to authorize such execution, delivery and performance of the Transaction Documents to which it is a party. When executed and delivered by such Investor. This Agreement is the Investorlegal, each of the Transaction Documents to which the Investor is a party shall constitute the valid valid, and binding obligation of the such Investor, enforceable against the such Investor in accordance with its terms, except that such as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws now or hereafter in effect relating to or limiting creditors’ rights and general principles of equitygenerally. 4.03 Such Investor is not a party to any contracts or other agreements that would conflict with, restrict, or prohibit such Investor’s ability to fulfill its obligations under this Agreement. 4.04 Such Investor is (ei) It is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a501 (a)(1), (2), (3), (7) or (8) of Regulation D under the Securities Act. It has such knowledge and experience in financial and business matters ). 4.05 Such Investor acknowledges that it is capable has had the opportunity to speak with a representative of evaluating the merits Affinion Parties and risks to obtain and review information reasonably requested by such Investor from the Affinion Parties. 4.06 Such Investor understands that it may be required to bear the economic risk of its investment in the Company as contemplated by this AgreementNew Notes indefinitely, and is able to bear such risk and the economic risk of such a complete loss of its investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of in the Company concerning the terms and conditions of this Agreement and the purchase of the Preferred B Shares contemplated herebyNew Notes. (f) The 4.07 Such Investor understands that the Preferred B Shares New Notes and the New Warrants (and the Common Stock issuable upon conversion exercise of the Preferred B Shares, if applicableNew Warrants) and have not been registered under the Secured Notes, as applicable, are “restricted securities” under applicable U.S. federal and Securities Act or any state securities laws and that, pursuant to these laws, that the Investor must hold New Notes and the Preferred B Shares New Warrants (and the Common Stock issuable upon conversion exercise of the Preferred B SharesNew Warrants) are being offered to such Investor in reliance on specific exemptions from the registration requirements of the Securities Act and state securities laws and regulations and agrees that the Affinion Parties may rely upon the truth and accuracy of, if applicableand such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of such Investor to acquire the New Notes and the New Warrants (and the Common Stock issuable upon exercise of the New Warrants). Such Investor understands that there is no established market for the New Notes or the New Warrants (or the Common Stock issuable upon exercise of the New Warrants) and that no public market for the Secured Notes, as applicable, indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. (g) The Investor acknowledges that the funds representing the Purchase Price New Notes or the Loan Amount, as applicable, will not represent proceeds of crime for New Warrants (or the purposes Common Stock issuable upon exercise of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”New Warrants) and the may develop. Such Investor acknowledges understands that the Company may in the future be required by law to disclose the Investor’s purchase of Preferred B Shares hereunder, on a confidential basis, pursuant to the PATRIOT Act. No portion of any Purchase Price or Loan Amount, as applicable, to be provided by the Investor (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the no United States of America, federal or state agency or any other jurisdictionGovernmental Authority has passed on or made any recommendation or endorsement of the New Notes or the New Warrants (or the Common Stock issuable upon exercise of the New Warrants) or the fairness or suitability of the investment in the New Notes or the New Warrants (or the Common Stock issuable upon exercise of the New Warrants), nor have such authorities passed upon or (ii) endorsed the merits of the Exchange Offers. 4.08 Such Investor is being tendered on behalf of a person or entity who has not been identified to or by acquiring the Investor, and it shall promptly notify New Notes for investment purposes only for the Company if the Investor discovers that any account of such representations ceases to be true Investor and provide the Company with the appropriate information not for distribution in connection therewithviolation of any federal or state securities laws.

REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. Each Investor represents and warrants to the Company Corporation as of the date hereof as follows: (a) It Such Investor is acquiring the Series A Preferred B Shares (and will acquire the Common Stock issuable upon conversion of the Preferred B Shares, if applicable) or the Secured Notes, as applicable, to be purchased by it under this Agreement for its own account account, for investment and not with a present view towards to the resale, transfer or distribution thereof, nor with any present intention of distributing the Preferred B Shares (and will acquire the Common Stock issuable upon conversion of the Preferred B Shares, if applicable) or the Secured Notes, as applicable, but subject, nevertheless, to any requirement of law that the disposition of the Investor’s property shall at all times be thereof within the Investor’s control, and without prejudice to the Investor’s right at all times to sell or otherwise dispose meaning of all or any part of such securities under a registration under the Securities Act or under an exemption from said registration available under the Securities Act. (b) It Such Investor understands that (i) the Series A Preferred Stock have not been, and the Conversion Shares will not be, registered under the Securities Act or any state securities laws, by reason of their issuance by the Corporation in a transaction exempt from the registration requirements thereof and (ii) the Series A Preferred Stock and the Conversion Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from regulation thereunder. (c) Such Investor further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Investor) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. (d) Such Investor has not employed any broker or finder in connection with the transactions contemplated by this Agreement. (e) Such Investor is an "Accredited Investor" (as defined in Rule 501(a) under the Securities Act). (f) Such Investor is duly organized and validly existing under the laws of the state of its organization and has all requisite power and authority to execute enter into and deliver perform the Transaction Documents. Each of the Documents has been duly authorized by all necessary action on the part of such Investor. Each of the Documents constitutes a valid and binding agreement of such Investor enforceable against such Investor in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally. (g) The execution, delivery and performance by such Investor of each of the Documents and the consummation by such Investor of the transactions contemplated thereby will not violate any provision of law, statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of any court, administrative (h) No permit, authorization, consent or approval of or by, or any notification of or filing (including any filing under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended) with, any person (governmental or private) is required in connection with the execution, delivery and performance by such Investor of the Documents to which it is a party and to perform its obligations hereunder. (c) It is a validly existing limited liability company duly organized and in good standing under or any documents relating thereto, the laws of its jurisdiction of organization. (d) It has taken all action necessary for the authorization, execution, delivery, and performance consummation by such Investor of the Transaction Documents to which it is a party and its obligations thereunder. No other action is necessary to authorize such executiontransactions contemplated hereby or thereby, or the issuance, sale or delivery and performance of the Transaction Documents to which it is a party. When executed and delivered by the Investor, each of the Transaction Documents to which the Investor is a party shall constitute the valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and general principles of equity. (e) It is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. It has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bear the economic risk of such investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of this Agreement Series A Preferred Stock and the purchase of the Preferred B Shares contemplated herebyConversion Shares. (f) The Investor understands that the Preferred B Shares (and the Common Stock issuable upon conversion of the Preferred B Shares, if applicable) and the Secured Notes, as applicable, are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Investor must hold the Preferred B Shares (and the Common Stock issuable upon conversion of the Preferred B Shares, if applicable) and the Secured Notes, as applicable, indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. (g) The Investor acknowledges that the funds representing the Purchase Price or the Loan Amount, as applicable, will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor’s purchase of Preferred B Shares hereunder, on a confidential basis, pursuant to the PATRIOT Act. No portion of any Purchase Price or Loan Amount, as applicable, to be provided by the Investor (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the Investor, and it shall promptly notify the Company if the Investor discovers that any of such representations ceases to be true and provide the Company with the appropriate information in connection therewith.

REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. Each Investor (with respect to itself only) hereby represents and warrants to the Company as followsand agrees with the Company that: (a) It 2.1 Authorization; Enforceability. Such Investor is acquiring the Preferred B Shares (duly and will acquire the Common Stock issuable upon conversion of the Preferred B Sharesvalidly organized, if applicable) or the Secured Notes, as applicable, for its own account for investment and not with a present view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Preferred B Shares (and will acquire the Common Stock issuable upon conversion of the Preferred B Shares, if applicable) or the Secured Notes, as applicable, but subject, nevertheless, to any requirement of law that the disposition of the Investor’s property shall at all times be within the Investor’s control, and without prejudice to the Investor’s right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Securities Act or under an exemption from said registration available under the Securities Act. (b) It has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder. (c) It is a validly existing limited liability company duly organized and in good standing under the laws of its the jurisdiction of organization. (d) It has taken all action necessary for its incorporation or organization with the authorization, execution, delivery, requisite corporate power and performance of authority to purchase the Transaction Documents Preferred Shares and Warrants being purchased by it hereunder and to which it is a party execute and its obligations thereunder. No deliver this Agreement and the other action is necessary to authorize such execution, delivery and performance of the Transaction Documents to which it is a party. When executed This Agreement constitutes, and delivered by the Investorupon execution and delivery thereof, each of the other Transaction Documents Document to which the such Investor is a party shall constitute the will constitute, such Investor's valid and legally binding obligation of the Investorobligation, enforceable against the Investor in accordance with its terms, except that such enforcement may be limited by subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws now or hereafter in effect of general application relating to or affecting the enforcement of creditors’ ' rights generally and (ii) general principles of equity. (e) It 2.2 Accredited Investor. Such Investor is an “"accredited investor” within " as that term is defined in Rule 501 of Regulation D; (ii) is acquiring the meaning Preferred Shares and Warrants solely for its own account, for investment purposes only, and not with a present view to the public resale or distribution of Rule 501(a) under all or any part thereof, except pursuant to sales that are registered under, or are exempt from the registration requirements of, the Securities Act; provided, however, that, in making such representation, such Investor does not agree to hold the Securities for any minimum or specific term and reserves the right to sell, transfer or otherwise dispose of the Securities at any time in accordance with the provisions of this Agreement and with Federal and state securities laws applicable to such sale, transfer or disposition. It Such Investor does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Preferred Shares and Warrants. Such Investor either alone or together with its representatives, has such knowledge knowledge, sophistication and experience in business and financial and business matters that it is so as to be capable of evaluating the merits and risks of its the prospective investment in the Company as contemplated by Preferred Shares and Warrants and, in reliance upon the Company's representations and warranties set forth in this Agreement, has so evaluated the merits and risks of such investment. Such Investor is able to bear the economic risk of such an investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of this Agreement and the purchase of in the Preferred B Shares contemplated hereby. (f) The Investor understands that and Warrants and, at the Preferred B Shares (and the Common Stock issuable upon conversion of the Preferred B Sharespresent time, if applicable) and the Secured Notes, as applicable, are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant is able to these laws, the Investor must hold the Preferred B Shares (and the Common Stock issuable upon conversion of the Preferred B Shares, if applicable) and the Secured Notes, as applicable, indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. (g) The Investor acknowledges that the funds representing the Purchase Price or the Loan Amount, as applicable, will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor’s purchase of Preferred B Shares hereunder, on afford a confidential basis, pursuant to the PATRIOT Act. No portion of any Purchase Price or Loan Amount, as applicable, to be provided by the Investor (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the Investor, and it shall promptly notify the Company if the Investor discovers that any complete loss of such representations ceases to be true and provide the Company with the appropriate information in connection therewithinvestment.

REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. Each Investor (with respect to itself only) hereby represents and warrants to the Company and agrees with the Company that, as followsof the Execution Date: (a) It 2.1 Authorization; Enforceability. Such Investor is acquiring the Preferred B Shares (duly and will acquire the Common Stock issuable upon conversion of the Preferred B Sharesvalidly organized, if applicable) or the Secured Notes, as applicable, for its own account for investment and not with a present view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Preferred B Shares (and will acquire the Common Stock issuable upon conversion of the Preferred B Shares, if applicable) or the Secured Notes, as applicable, but subject, nevertheless, to any requirement of law that the disposition of the Investor’s property shall at all times be within the Investor’s control, and without prejudice to the Investor’s right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Securities Act or under an exemption from said registration available under the Securities Act. (b) It has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder. (c) It is a validly existing limited liability company duly organized and in good standing under the laws of its the jurisdiction of organization. (d) It has taken all action necessary for its incorporation or organization as set forth below such Investor's name on the authorization, execution, delivery, signature page hereof with the requisite corporate power and performance of authority to purchase the Transaction Documents Debentures and Warrants to which be purchased by it is a party hereunder and its obligations thereunder. No to execute and deliver this Agreement and the other action is necessary to authorize such execution, delivery and performance of the Transaction Documents to which it is a party. When executed This Agreement constitutes, and delivered by upon the Investorexecution and delivery thereof, each of the other Transaction Documents Document to which the such Investor is a party shall constitute the will constitute, such Investor's valid and legally binding obligation of the Investorobligation, enforceable against the Investor in accordance with its terms, except that such enforcement may be limited by subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws now or hereafter in effect of general application relating to or affecting the enforcement of creditors’ ' rights generally and (ii) general principles of equity. 2.2 Accredited Investor. Such Investor (ei) It is an “"accredited investor” within " as that term is defined in Rule 501 of Regulation D, (ii) is acquiring the meaning Debentures and Warrants solely for its own account and not with a present view to the public resale or distribution of Rule 501(a) all or any part thereof, except pursuant to sales that are registered under, or exempt from the registration requirements of, the Securities Act and/or sales registered under the Securities Act; provided, however, that in making such representation, such Investor does not agree to hold the Securities for any minimum or specific term and reserves the right to sell, transfer or otherwise dispose of the Securities at any time in accordance with the provisions of this Agreement and with Federal and state securities laws applicable to such sale, transfer or disposition. It Such Investor can bear the economic risk of a total loss of its investment in the Debentures and the Warrants and has such knowledge and experience in business and financial and business matters that so as to enable it is capable of evaluating to understand the merits and risks of and form an investment decision with respect to its investment in the Company as contemplated by this Agreement, and is able to bear the economic risk of such investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of this Agreement and the purchase of the Preferred B Shares contemplated herebySecurities. (f) The Investor understands that the Preferred B Shares (and the Common Stock issuable upon conversion of the Preferred B Shares, if applicable) and the Secured Notes, as applicable, are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Investor must hold the Preferred B Shares (and the Common Stock issuable upon conversion of the Preferred B Shares, if applicable) and the Secured Notes, as applicable, indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. (g) The Investor acknowledges that the funds representing the Purchase Price or the Loan Amount, as applicable, will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor’s purchase of Preferred B Shares hereunder, on a confidential basis, pursuant to the PATRIOT Act. No portion of any Purchase Price or Loan Amount, as applicable, to be provided by the Investor (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the Investor, and it shall promptly notify the Company if the Investor discovers that any of such representations ceases to be true and provide the Company with the appropriate information in connection therewith.

REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. Each The Investor represents and warrants to the Company as follows: (a) It is acquiring the Preferred B Shares Note and the Warrants (and will acquire the Common Stock issuable upon conversion of the Preferred B SharesNote or exercise of the Warrants, if as applicable) or the Secured Notes), as applicable, for its own account for investment and not with a present view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Preferred B Shares Notes and/or Warrants (and will acquire the Common Stock issuable upon conversion of the Preferred B SharesNotes or exercise of the Warrants, if as applicable) or the Secured Notes), as applicable, but subject, nevertheless, to any requirement of law that the disposition of the Investor’s property shall at all times be within the Investor’s control, and without prejudice to the Investor’s right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Securities Act or under an exemption from said registration available under the Securities Act. (b) It has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder. (c) It is a validly existing private limited liability company duly organized and in good standing under the laws of its jurisdiction of organization. (d) It has taken all action necessary for the authorization, execution, delivery, and performance of the Transaction Documents to which it is a party and its obligations thereunder. No other action is necessary to authorize such execution, delivery and performance of the Transaction Documents to which it is a party. When executed and delivered by the Investor, each of the Transaction Documents to which the Investor is a party shall constitute the valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and general principles of equity. (e) It is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. It has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bear the economic risk of such investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of this Agreement and the purchase of the Preferred B Shares Notes contemplated hereby. (f) The Investor understands that the Preferred B Shares Notes (and the Common Stock issuable upon conversion of the Preferred B SharesNotes, if applicable) and the Secured NotesWarrants (and the Common Stock issuable upon exercise of the Warrants), as applicable, are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Investor must hold the Preferred B Shares Notes (and the Common Stock issuable upon conversion of the Preferred B SharesNotes, if applicable) and the Secured NotesWarrants (and the Common Stock issuable upon exercise of the Warrants), as applicable, indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. (g) The Investor acknowledges that the funds representing the Purchase Price or the Loan Amount, as applicable, will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism PATRIOT Act (the “PATRIOT Act”) and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor’s purchase of Preferred B Shares Notes hereunder, on a confidential basis, pursuant to the PATRIOT Act. No portion of any Purchase Price or Loan Amount, as applicable, to be provided by the Investor (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the Investor, and it shall promptly notify the Company if the Investor discovers that any of such representations ceases to be true and provide the Company with the appropriate information in connection therewith.