Common use of Representations and Warranties of Members Clause in Contracts

Representations and Warranties of Members. Each Member hereby represents and warrants to and acknowledges with the Company that: (i) such Member has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (ii) such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (iii) such Member is acquiring its Membership Interests for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof; (iv) the Membership Interests have not been registered under the securities laws of any jurisdiction, and cannot be Transferred unless they are subsequently registered or otherwise qualified under applicable securities laws (unless an exemption from such registration or other qualification is available) and the provisions of this Agreement governing Transfers of Membership Interests have been complied with; (v) such Member is duly authorized to execute and deliver this Agreement (or the Joinder Agreement to which it is a party) and to perform its obligations hereunder, and has duly executed and delivered this Agreement (or such Joinder Agreement, as the case may be); (vi) this Agreement (and, if applicable, such Joinder Agreement) is a valid and binding obligation of such Member, enforceable against such Member in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity; (vii) the execution, delivery and performance of this Agreement (and, if applicable, Joinder Agreement) by such Member does not conflict with, result in a violation or default under or result in any Person having the right to terminate, modify or require consent under (with or without notice, lapse of time or both) any

Representations and Warranties of Members. Each Member hereby represents and warrants to Holdings LLC and acknowledges (solely individually with the Company respect to such Member and not jointly and severally) that: (i) if such Member is a natural person, he or she has knowledge the capacity to execute and experience agree to this Agreement and to perform its obligations hereunder, (ii) if such Member is not a natural person, it is duly organized, validly existing and in financial good standing under the laws of the state of its organization and business matters has full organizational power to, execute and agree to this Agreement and to perform its obligations hereunder; (iii) such Member is acquiring or has acquired its Units for the Member’s own account as an investment and without an intent to distribute such Units; (iii) such Member understands that the Units have not been registered under the Securities Act or any state securities law, and may not be resold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements; (iv) such Member is familiar with the risks associated with owning an interest in entities such as Holdings LLC, is capable of evaluating the risks and merits and risks of an investment in the Company Holdings LLC and making has had an informed investment decision with respect theretoopportunity to ask questions and request information concerning Holdings LLC; (iiv) such Member is able to bear the economic and financial risk of an investment in the Company Holdings LLC for an indefinite period of time; (iiivi) such Member is acquiring its Membership Interests for investment only and not with a view to, either (a) an “accredited investor” or for resale is “sophisticated” (as each such term is used in connection with, any distribution to the public or public offering thereof; (iv) the Membership Interests have not been registered Regulation D under the securities laws of any jurisdiction, and cannot be Transferred unless they are subsequently registered Securities Act) or otherwise qualified (b) a non-U.S. person (as such term is used in Regulation S under applicable securities laws (unless an exemption from such registration or other qualification is available) and the provisions of this Agreement governing Transfers of Membership Interests have been complied with; (v) such Member is duly authorized to execute and deliver this Agreement (or the Joinder Agreement to which it is a party) and to perform its obligations hereunder, and has duly executed and delivered this Agreement (or such Joinder Agreement, as the case may beSecurities Act); (vi) this Agreement (and, if applicable, such Joinder Agreement) is a valid and binding obligation of such Member, enforceable against such Member in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity; (vii) the execution, delivery and performance of this Agreement (and, if applicable, Joinder Agreement) have been duly authorized by such Member does and do not conflict with, require such Member to obtain any consent or approval that has not been obtained and do not contravene or result in a violation or default under any provision of any law or result regulation applicable to such Member or other governing documents or any agreement or instrument to which such Member is a party or by which such Member is bound; and (vii) this Agreement is valid, binding and enforceable against such Member in any Person having the right to terminate, modify or require consent under (accordance with or without notice, lapse of time or both) anyits terms.

Representations and Warranties of Members. Each Member hereby represents and warrants to and acknowledges with the Company that: (i) such Member (A) is an “accredited investor” (within the meaning of Rule 501(a) promulgated by the SEC) or (B) by reason of his or its business and financial experience, and the business and financial experience of those retained by it to advise it with respect to its investment in the Units being purchased hereunder, it, together with such advisors, has such knowledge and experience in financial and business matters and is so as to be capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (ii) such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (iii) such Member is acquiring its Membership Interests interests in the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof; (iv) the Membership Interests interests in the Company have not been registered under the securities laws of any jurisdiction, jurisdiction and cannot be Transferred disposed of unless they are subsequently registered or otherwise and/or qualified under applicable securities laws (unless an exemption from such registration or other qualification is available) and the provisions of this Agreement governing Transfers of Membership Interests have been complied with; (v) such Member is duly authorized to execute and deliver this Agreement (or the Joinder Agreement to which it is a party) and to perform its obligations hereunder, and has duly executed and delivered this Agreement (or such Joinder Agreement, as the case may be); (vi) this Agreement (and, if applicable, such Joinder Agreement) is a valid and binding obligation of such Member, enforceable against such Member in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity; (vii) the execution, delivery and performance of this Agreement (and, if applicable, Joinder Agreement) have been duly authorized by such Member does and do not conflict with, require such Member to obtain any consent or approval that has not been obtained and do not contravene or result in a violation or default under any provision of any law or result regulation applicable to such Member or other goveming documents or any agreement or instrument to which such Member is a party or by which such Member is bound and (vi) this Agreement is valid, binding and enforceable against such Member in any Person having the right to terminate, modify or require consent under (accordance with or without notice, lapse of time or both) anyits terms.

Representations and Warranties of Members. Each Member hereby represents and warrants to the Company and acknowledges with the Company that: (i) such Member has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (ii) such Member has reviewed and evaluated all information necessary to assess the merits and risks of his, her or its investment in the Company and has had answered to its satisfaction any and all questions regarding such information; (iii) such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (iiiiv) such Member is acquiring its Membership Interests in the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof; (ivv) the Membership Interests in the Company have not been registered under the securities laws of any jurisdiction, jurisdiction and cannot be Transferred disposed of unless they are subsequently registered or otherwise and/or qualified under applicable securities laws (unless an exemption from such registration or other qualification is available) and the provisions of this Agreement governing Transfers of Membership Interests have been complied with; (v) such Member is duly authorized to execute and deliver this Agreement (or the Joinder Agreement to which it is a party) and to perform its obligations hereunder, and has duly executed and delivered this Agreement (or such Joinder Agreement, as the case may be); (vi) this Agreement (and, if applicable, such Joinder Agreement) is a valid and binding obligation of such Member, enforceable against such Member in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity; (vii) the execution, delivery and performance of this Agreement (and, if applicable, Joinder Agreement) have been duly authorized by such Member does and do not conflict with, require such Member to obtain any consent or approval that has not been obtained and do not contravene or result in a violation or default under any provision of any law or result regulation applicable to such Member or other governing documents or any agreement or instrument to which such Member is a party or by which such Member is bound, and the Person executing this Agreement on behalf of such Member has been duly authorized to do so; (vii) the determination of such Member to invest in the Company has been made by such Member independent of any other Member and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Company and its subsidiaries which may have been made or given by any other Member or by any Affiliate or agent of any other Member; 19 <PAGE> (viii) this Agreement is valid, binding and enforceable against such Member in accordance with its terms; (ix) if a Member is a partnership, limited liability company or other entity classified as a partnership for federal income tax purposes, or a grantor trust (within the meaning of Sections 671-679 of the Code) or an S corporation (within the meaning of Section 1361 of the Code) (each, a "FLOW THROUGH ENTITY"), that either: (a) no Person will own, directly or indirectly through one or more flow-through entities, an interest in such Member where more than seventy percent (70%) of the value of the Person's interest in such Member is attributable to such Member's investment in the Company; or (b) if one or more Persons will own, directly or indirectly through one or more Flow-Through Entities, an interest in such Member where more than seventy percent (70%) of the value of the Person's interest in such Member is attributable to the Member's investment in the Company, neither the Member nor any such Person has or will have any intent or purpose of having such Person invest in the right Company indirectly through Member in order to terminateenable the Company to satisfy the 100-Member limitation in Treas. Reg. ss.1.7704-1(h) (the private placement safe harbor from publicly traded status); (x) unless such Member has notified the Board to the contrary, modify that such Member: (a) is a United States Person within the meaning of Section 7701 of the Code (i.e., is not any of the following (as defined in the Code): a nonresident alien individual, foreign partnership, foreign corporation, foreign estate, foreign trust, other foreign entity or require consent under organization, or grantor trust having a foreign person as an owner): (with b) shall notify the Company within sixty (60) days of the date such Member ceases to be a United States Person; and (c) may be asked to recertify its non-foreign status at periodic intervals (and that this information may be disclosed to the Internal Revenue Service); (xi) if such Member will beneficially own ten percent (10%) or more of the Membership Interests in the Company, the Member is not an "investment company" as defined in the Investment Company Act nor is the Member itself relying on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act as an exemption from classification as an "investment company;" and (xii) such Member is not holding and, for the term of the Company, will not hold "plan assets," as that term is defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the rules and regulations promulgated thereunder, including, without noticelimitation, lapse the Department of time or both) anyLabor Regulations Section 2510.3-101 (the "PLAN ASSET REGULATIONS"), and, consequently, the administration and management of the Company and the investment of the Company's assets are not, and will not be, subject to the fiduciary duty requirements of ERISA. SECTION 3.3

Representations and Warranties of Members. Each Member hereby By execution and delivery of this Agreement, each of the Members represents and warrants to and acknowledges with the Company that: (i) that such Member (a) is authorized, and has knowledge all requisite power and experience in financial authority, under such Member’s charter and business matters by-laws or other articles or agreements of organization and is capable the Laws of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (ii) jurisdiction where such Member is able incorporated or otherwise organized, to bear the economic become a Member, that this Agreement has been duly and financial risk of an investment in the Company for an indefinite period of time; (iii) validly executed by such Member is acquiring its Membership Interests for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof; (iv) the Membership Interests have not been registered under the securities laws of any jurisdiction, and cannot be Transferred unless they are subsequently registered or otherwise qualified under applicable securities laws (unless an exemption from such registration or other qualification is available) and the provisions of that this Agreement governing Transfers of Membership Interests have been complied with; (v) such Member is duly authorized to execute and deliver this Agreement (or the Joinder Agreement to which it is a party) and to perform its obligations hereunder, and has duly executed and delivered this Agreement (or such Joinder Agreement, as the case may be); (vi) this Agreement (and, if applicable, such Joinder Agreement) is constitutes a valid and binding obligation of such Member, enforceable against (b) is able and is prepared to bear the economic risk of making the Capital Contributions contemplated hereby with respect to such Member’s Membership Interests and the holding by the Company of its assets and properties as contemplated hereby and to suffer any loss up to the amount of such Member’s liability in connection with the investment by the Company in such assets and properties, (c) is acquiring its Membership Interests solely for such Member’s own account for investment and with no present intention of distributing or reselling all or any part thereof, (d) has sufficient knowledge and experience in financial and business matters so that such Member is capable of evaluating, and such Member has evaluated, the risks of making the Capital Contribution hereby contemplated and the risks of the investment in accordance the Company as contemplated hereby, (e) understands that this Agreement limits such Member’s ability to withdraw, transfer or dispose of its Membership Interests, (f) has carefully considered and has, to the extent such Member believes such discussion necessary, discussed with its termslegal, except regulatory, tax, accounting and financial advisers and other advisers, the Group Companies’ business plans, financing needs, technology and operations as well as the enforceability thereof may be limited by bankruptcysuitability of an investment in the Company for such Member’s particular tax and financial situation and has determined that making the Capital Contributions and acquiring the Membership Interests are a suitable investment for such Member, insolvency(g) has had the opportunity to conduct its own review of the Company’s business prospects and arrangements, fraudulent conveyancehas been provided all materials the Member requested from the Company regarding its business, fraudulent transferhas been provided access to ask questions of and receive answers from the Company’s management in the course of its due diligence review of the Company, reorganizationhas received answers to all such questions presented to the Company’s management and has completed its due diligence review, moratorium (h) is relying solely upon such Member’s own due diligence review, an in reliance solely upon such independent review, has decided to make the Capital Contributions and acquire the Membership Interests contemplated hereby, and (i) has not relied upon any representation by, or other similar laws relating to information (whether oral or written) from the enforcement Company, any Manager, any other Member, any other Group Company or any Affiliate or Representative of creditors’ rights generally and by general principles any of equity; (vii) the execution, delivery and performance of this Agreement (and, if applicable, Joinder Agreement) by such Member does not conflict with, result in a violation or default under or result in any Person having the right to terminate, modify or require consent under (with or without notice, lapse of time or both) anyforegoing persons.

Representations and Warranties of Members. Each Member and each other Person who acquires an Interest or Interest Equivalent in the Company hereby represents and warrants to and acknowledges with the Company that: (i) it is an "accredited investor" (as defined in Rule 501 under the Securities Act) and has such Member has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (ii) such Member it is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (iii) such Member it is acquiring its Membership Interests an Interest or Interest Equivalent for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof; (iv) it understands and acknowledges that the Membership Interests and Interest Equivalents have not been registered under the securities laws of any jurisdiction, jurisdiction and cannot be Transferred disposed of unless they are subsequently registered or otherwise and/or qualified under applicable securities laws (unless an exemption from such registration or other qualification is available) and the provisions of this Agreement governing Transfers of Membership Interests have been complied with; (v) such Member is the execution, delivery and performance of this Agreement have been duly authorized by such Person and do not require such Person to execute obtain any consent or approval that has not been obtained and deliver this Agreement (do not contravene or the Joinder Agreement result in a default under any provision of any decree, order, law or regulation applicable to such Person or other governing documents or any agreement or instrument to which it such Person is a party) party or by which such Person is bound; and to perform its obligations hereunder, and has duly executed and delivered this Agreement (or such Joinder Agreement, as the case may be); (vi) this Agreement (andis valid, if applicable, such Joinder Agreement) is a valid binding and binding obligation of such Member, enforceable against such Member Person in accordance with its terms, except as the enforceability thereof may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other and similar laws relating to the enforcement of creditors’ affecting creditor's rights generally and by general principles of equity; (vii) the execution, delivery and performance of this Agreement (and, if applicable, Joinder Agreement) by such Member does not conflict with, result in a violation or default under or result in any Person having the right to terminate, modify or require consent under (with or without notice, lapse of time or both) anyremedies generally.