Common use of Representations and Warranties of Taberna Clause in Contracts

Representations and Warranties of Taberna. Taberna represents, warrants and covenants to the Company as follows: (a) It (i) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, and (ii) has full power and authority to execute, deliver and perform its obligations under this Agreement. (b) This Agreement and the consummation of the transactions contemplated herein has been duly authorized by it and, on the Closing Date, will have been duly executed and delivered by it and, assuming due authorization, execution and delivery by the Company and the Trustee of the Operative Documents to which each is a party, will be its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity. (c) No filing with, or authorization, approval, consent, license, order registration, qualification or decree of, any Governmental Entity or any other Person, other than those that have been made or obtained, is necessary or required for the performance by it of its obligations under this Agreement or to consummate the transactions contemplated herein. (d) It is a “Qualified Purchaser” as such term is defined in Section 2(a)(51) of the Investment Company Act. (e) It is the sole legal and beneficial owner of the Participating Securities and the Taberna Transferred Rights and shall deliver the Participating Securities free and clear of any Lien. (f) There is no action, suit or proceeding before or by any Governmental Entity, arbitrator or court, domestic or foreign, now pending or, to its knowledge, threatened against or affecting it, except for such actions, suits or proceedings that, if adversely determined, would not, 14 (g) The outstanding principal amount of its respective Participating Securities is the face amount as set forth in such Participating Securities. (h) It is aware that the New Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to “U.S. persons” (as defined in Regulation S under the Securities Act) except in accordance with Rule 903 of Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. (i) It is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the risks and merits of exchanging the Participating Securities for the New Securities. Without characterizing the Participating Securities or the Taberna Transferred Rights as a “security” within the meaning of the applicable securities laws, it has not made any offers to sell, or solicitations of any offers to buy, all or any portion of the Participating Securities or Taberna Transferred Rights in violation of any applicable securities laws. (j) Neither it nor any of its Affiliates, nor any person acting on its or its Affiliate’s behalf has engaged, or will engage, in any form of “general solicitation or general advertising” (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the New Securities. (k) It understands and acknowledges that (i) no public market exists for any of the New Securities and that it is unlikely that a public market will ever exist for the New Securities, (ii) such Holder is purchasing the New Securities for its own account, for investment and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or other applicable securities laws, subject to any requirement of law that the disposition of its property be at all times within its control and subject to its ability to resell such Securities pursuant to an effective registration statement under the Securities Act or pursuant to an exemption therefrom or in a transaction not subject thereto, and it agrees to the legends and transfer restrictions applicable to the New Securities contained in the New Securities, and (iii) it has had the opportunity to ask questions of, and receive answers and request additional information from, the Company and is aware that it may be required to bear the economic risk of an investment in the New Securities. (l) It has not engaged any broker, finder or other entity acting under its authority that is entitled to any broker’s commission or other fee in connection with this Agreement and the consummation of transactions contemplated herein for which the Company could be responsible. (m) It (i) is a sophisticated entity with respect to the Exchange, (ii) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the Exchange and (iii) has independently and without reliance 15 Except as expressly stated in this Agreement, Taberna makes no representations or warranties, express or implied, with respect to the Exchange, the Taberna Transferred Rights, the Participating Securities, the Original Indenture, or any other matter.

Representations and Warranties of Taberna. Each Taberna representsEntity, for itself, represents and warrants to, and covenants to agrees with, the Company as follows: (a) It (i) is a company duly organized and formed, validly existing and in good standing under the laws of its the jurisdiction of organization or incorporation, and in which it is organized with all requisite (iii) has full power and authority to execute, deliver and perform its obligations under this AgreementOperative Documents to which it is a party, to make the representations and warranties specified herein and therein and to consummate the transactions contemplated in the Operative Documents. (b) This Agreement and the consummation of the transactions contemplated herein has been duly authorized by it and, on the Closing Date, will have been duly executed and delivered by it and, assuming due authorization, execution and delivery by the Company and the Trustee of the Operative Documents to which each is a party, will be its a legal, valid and binding obligationobligation of such Taberna Entity, enforceable against it such Taberna in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity. (c) No filing with, or authorization, approval, consent, license, order registration, qualification or decree of, any Governmental Entity or any other Person, other than those that have been made or obtained, is necessary or required for the performance by it such Taberna Entity of its obligations under this Agreement or to consummate the transactions contemplated herein. Neither the execution and delivery of this Agreement, nor the transactions contemplated herein, will conflict with or result in any violation of (i) any provision of the organizational documents of any Taberna Entity or (ii) any statute, law, rule or regulation applicable to any Taberna Entity. (d) It is a “Qualified Purchaser” as such term is defined in Section 2(a)(51) of the Investment Company Act. (e) It is the sole legal and beneficial owner of the Participating its respective Original Preferred Securities and the related Taberna Transferred Rights and shall deliver the Participating such Original Preferred Securities free and clear of any LienLien created by such Taberna Entity. (fe) There is no action, suit or proceeding before or by any Governmental Entity, arbitrator or court, domestic or foreign, now pending or, to its knowledge, threatened against or affecting it, except for such actions, suits or proceedings that, if adversely determined, would not, 14singly or in the aggregate, adversely affect the consummation of the transactions contemplated by the Operative Documents. (gf) The outstanding principal amount of its respective Participating Original Preferred Securities is the face amount as set forth in such Participating Original Preferred Securities. (hg) It is aware that the New Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to “U.S. persons” (as defined in Regulation S under the Securities Act) unless registered with the Commission, except in accordance with Rule 903 of Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. (ih) It is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the risks and merits of exchanging the Participating Securities was not organized for the New purpose of acquiring any of the Securities. Without characterizing the Participating Original Preferred Securities or the Taberna Transferred Rights as a “security” within the meaning of the applicable securities laws, it has not made any offers to sell, or solicitations of any offers to buy, all or any portion of the Participating Original Preferred Securities or Taberna Transferred Rights in violation of any applicable securities laws. (ji) Neither it nor any of its Affiliates, nor any person acting on its or its Affiliate’s Affiliates’ behalf has engaged, or will engage, in any form of “general solicitation or general advertising” (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the New Securities. (kj) It understands and acknowledges that (i) no public market exists for any of the New Securities and that it is unlikely that a public market will ever exist for the New Securities, (ii) such Holder is purchasing the New Securities for its own account, for investment and not with a view to, or for offer or sale in connection with, any fractionalization, division or distribution thereof in violation of the Securities Act or other applicable securities laws, subject to any requirement of law that the disposition of its property be at all times within its control and subject to its ability to resell such Securities pursuant to an effective registration statement under the Securities Act or pursuant to an exemption therefrom or in a transaction not subject thereto, and it agrees to the legends and transfer restrictions applicable to the New Securities contained in the New SecuritiesIndenture, and (iii) it has had the opportunity to ask questions of, and receive answers and request additional information from, the Company and is aware that it may be required to bear the economic risk of an investment in the New Securities. It has not received and is not relying on any representations of the Company other than as set forth in the Operative Documents, or in any public filings. It has not entered into any contract to sell, transfer or pledge to any person the Securities that it is acquiring. (lk) It has not engaged any broker, finder or other entity acting under its authority that is entitled to any broker’s commission or other fee in connection with this Agreement and the consummation of transactions contemplated herein in this Agreement and the New Indenture for which the Company could be responsible. (ml) It (i) is a sophisticated entity with respect to the Exchange, (ii) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the Exchange and (iii) has independently and without reliance 15 upon the Company or any of their affiliates, and based on such information as it has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that it has relied upon the Company’s express representations, warranties, covenants and agreements in the Operative Documents and the other documents delivered by the Company in connection therewith. It acknowledges that the Company has not given it any investment advice or opinion on whether the Exchange is prudent. (m) It understands that the Exchange contemplated herein will be made in reliance upon an exemption from registration under the Securities Act pursuant to Section 4(2) thereof. Except as expressly stated in this Agreement, Taberna makes make no representations or warranties, express or implied, with respect to the Exchange, the Taberna Transferred Rights, the Participating Original Preferred Securities, the Original Existing Indenture, or any other matter.

Representations and Warranties of Taberna. Taberna representsTaberna, for itself, represents and warrants to, and covenants to agrees with, the Company as follows: (a) It (i) is a company duly organized and incorporated, validly existing and in good standing under the laws of its the jurisdiction of organization or incorporation, and in which it is incorporated with all requisite (iii) has full power and authority to execute, deliver and perform its obligations under this Agreementthe Operative Documents to which it is a party, to make the representations and warranties specified herein and therein and to consummate the transactions contemplated in the Operative Documents. (b) This Agreement and the consummation of the transactions contemplated herein has been duly authorized by it and, on the Closing Date, will have been duly executed and delivered by it and, assuming due authorization, execution and delivery by the Company and the Indenture Trustee of the Operative Documents to which each is a party, will be its a legal, valid and binding obligationobligation of Taberna, enforceable against it Taberna in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity. (c) No filing with, or authorization, approval, consent, license, order registration, qualification or decree of, any Governmental Entity or any other Person, other than those that have been made or obtained, is necessary or required for the performance by it Taberna of its obligations under this Agreement or to consummate the transactions contemplated herein. (d) It is a “Qualified PurchaserHolder” as such term is defined in Section 2(a)(51) of the Investment Company ActAct and a “Qualified Institutional Buyer” as that term is defined in Rule 144A promulgated under the Securities Act and is otherwise eligible to be a pledgee of the collateral securing the Senior Secured Notes under the indentures for, or other documents evidencing, the collateral (an “Eligible Pledgee”). (e) It Taberna is the sole legal and beneficial owner of the Participating Exchanged Securities and the related Taberna Transferred Rights and shall deliver the Participating Exchanged Securities free and clear of any LienLien created by Taberna. (f) There is no action, suit or proceeding before or by any Governmental Entity, arbitrator or court, domestic or foreign, now pending or, to its knowledgeActual Knowledge, threatened against or affecting it, except for such actions, suits or proceedings that, if adversely determined, would not, 14 (g) The outstanding principal amount of its respective Participating Securities is the face amount as set forth in such Participating Securities. (h) It is aware that the New Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to “U.S. persons” (as defined in Regulation S under the Securities Act) except in accordance with Rule 903 of Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. (i) It is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the risks and merits of exchanging the Participating Securities for the New Securities. Without characterizing the Participating Securities or the Taberna Transferred Rights as a “security” within the meaning of the applicable securities laws, it has not made any offers to sell, or solicitations of any offers to buy, all or any portion of the Participating Securities or Taberna Transferred Rights in violation of any applicable securities laws. (j) Neither it nor any of its Affiliates, nor any person acting on its or its Affiliate’s behalf has engaged, or will engage, in any form of “general solicitation or general advertising” (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the New Securities. (k) It understands and acknowledges that (i) no public market exists for any of the New Securities and that it is unlikely that a public market will ever exist for the New Securities, (ii) such Holder is purchasing the New Securities for its own account, for investment and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or other applicable securities laws, subject to any requirement of law that the disposition of its property be at all times within its control and subject to its ability to resell such Securities pursuant to an effective registration statement under the Securities Act or pursuant to an exemption therefrom singly or in a transaction not subject theretothe aggregate, and it agrees to the legends and transfer restrictions applicable to the New Securities contained in the New Securities, and (iii) it has had the opportunity to ask questions of, and receive answers and request additional information from, the Company and is aware that it may be required to bear the economic risk of an investment in the New Securities. (l) It has not engaged any broker, finder or other entity acting under its authority that is entitled to any broker’s commission or other fee in connection with this Agreement and adversely affect the consummation of the transactions contemplated herein for which by the Company could be responsibleOperative Documents. (m) It (i) is a sophisticated entity with respect to the Exchange, (ii) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the Exchange and (iii) has independently and without reliance 15 Except as expressly stated in this Agreement, Taberna makes no representations or warranties, express or implied, with respect to the Exchange, the Taberna Transferred Rights, the Participating Securities, the Original Indenture, or any other matter.

Representations and Warranties of Taberna. Each Taberna representsentity, for itself, represents and warrants to, and covenants to agrees with, the Company as follows: (a) It (i) is a company duly organized and formed, validly existing and in good standing under the laws of its the jurisdiction of organization or incorporation, and (ii) has full in which it is organized with all requisite power and authority to execute, deliver and perform its obligations under this AgreementOperative Documents to which it is a party, to make the representations and warranties specified herein and therein and to consummate the transactions contemplated in the Operative Documents. (b) This Agreement and the consummation of the transactions contemplated herein has been duly authorized by it and, on the Closing Date, will have been duly executed and delivered by it and, assuming due authorization, execution and delivery by the Company Company, the Guarantor and the Trustee of the Operative Documents to which each is a party, will be its a legal, valid and binding obligationobligation of such Taberna, enforceable against it such Taberna in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity. (c) No filing with, or authorization, approval, consent, license, order registration, qualification or decree of, any Governmental Entity or any other Person, other than those that have been made or obtained, is necessary or required for the performance by it such Taberna of its obligations under this Agreement or to consummate the transactions contemplated herein. (d) It is a “Qualified PurchaserHolder” as such term is defined in Section 2(a)(51) of the Investment Company Act. (e) It is Taberna III, Taberna IV and Taberna VI are the sole legal and beneficial owner owners of the Participating applicable Original Preferred Securities and the related Taberna Transferred Rights and shall deliver the Participating Original Preferred Securities free and clear of any LienLien created by each such Taberna entity, as applicable. (f) There is no action, suit or proceeding before or by any Governmental Entity, arbitrator or court, domestic or foreign, now pending or, to its knowledge, threatened against or affecting it, except for such actions, suits or proceedings that, if adversely determined, would not, 14singly or in the aggregate, adversely affect the consummation of the transactions contemplated by the Operative Documents. (g) The outstanding principal amount of its respective Participating Original Preferred Securities is the face amount as set forth in such Participating Original Preferred Securities. (h) It is aware that the New Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to “U.S. persons” (as defined in Regulation S under the Securities Act) except in accordance with Rule 903 of Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. (i) It is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the risks and merits of exchanging the Participating Securities for the New SecuritiesAct. Without characterizing the Participating Original Preferred Securities or the Taberna Transferred Rights as a “security” within the meaning of the applicable securities laws, it has not made any offers to sell, or solicitations of any offers to buy, all or any portion of the Participating Original Preferred Securities or Taberna Transferred Rights in violation of any applicable securities laws. (j) Neither it nor any of its Affiliates, nor any person acting on its or its Affiliate’s behalf has engaged, or will engage, in any form of “general solicitation or general advertising” (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the New Securities. (k) It understands and acknowledges that (i) no public market exists for any of the New Securities and that it is unlikely that a public market will ever exist for the New Securities, (ii) such Holder is purchasing the New Securities for its own account, for investment and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or other applicable securities laws, subject to any requirement of law that the disposition of its property be at all times within its control and subject to its ability to resell such Securities pursuant to an effective registration statement under the Securities Act or pursuant to an exemption therefrom or in a transaction not subject thereto, and it agrees to the legends and transfer restrictions applicable to the New Securities contained in the New SecuritiesIndenture, and (iii) it has had the opportunity to ask questions of, and receive answers and request additional information from, the Company and the Guarantor and is aware that it may be required to bear the economic risk of an investment in the New Securities. (l) It has not engaged any broker, finder or other entity acting under its authority that is entitled to any broker’s commission or other fee in connection with this Agreement and the consummation of transactions contemplated herein in this Agreement and the New Indenture for which the Company could be responsible. (m) It (i) is a sophisticated entity with respect to the Exchange, (ii) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the Exchange and (iii) has independently and without reliance 15 upon the Company or any of their affiliates, and based on such information as it has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that it has relied upon the Company’s express representations, warranties, covenants and agreements in the Operative Documents and the other documents delivered by the Company in connection therewith. Except as expressly stated in this Agreement, Taberna makes make no representations or warranties, express or implied, with respect to the Exchange, the Taberna Transferred Rights, the Participating Original Preferred Securities, the Original Existing Indenture, or any other matter.

Representations and Warranties of Taberna. Taberna representsrepresents and warrants to, warrants and covenants to agrees with, the Company as follows: (a) It (i) is a company duly organized and formed, validly existing and in good standing under the laws of its the jurisdiction of organization or incorporation, and in which it is organized with all requisite (iii) has full power and authority to execute, deliver and perform its obligations under this Agreementthe Operative Documents to which it is a party, to make the representations and warranties specified herein and therein and to consummate the transactions contemplated in the Operative Documents. (b) This Agreement and the consummation of the transactions contemplated herein has been duly authorized by it and, on the Closing Date, will have been duly executed and delivered by it and, assuming due authorization, execution and delivery by the Company and the Trustee of the Operative Documents to which each it is a party, will be its a legal, valid and binding obligationobligation of Taberna, enforceable against it Taberna in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity. (c) No filing with, or authorization, approval, consent, license, order registration, qualification or decree of, any Governmental Entity or any other Person, other than those that have been made or obtained, is necessary or required for the performance by it Taberna of its obligations under this Agreement or to consummate the transactions contemplated herein. (d) It is a “Qualified Purchaser” as such term is defined in Section 2(a)(51) of the Investment Company Act. (e) It Taberna is the sole legal and beneficial owner of the Participating Preferred Securities and the related Taberna Transferred Rights and shall deliver the Participating Preferred Securities free and clear of any Lien. (f) There is no action, suit or proceeding before or by any Governmental Entity, arbitrator or court, domestic or foreign, now pending or, to its knowledge, threatened against or affecting it, except for such actions, suits or proceedings that, if adversely determined, would not, 14singly or in the aggregate, adversely affect the consummation of the transactions contemplated by the Operative Documents. (g) The outstanding principal amount of its respective Participating Preferred Securities is the face amount as set forth in such Participating Preferred Securities. (h) It To the extent applicable, it is aware that the New Securities have Replacement Collateral has not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to “U.S. persons” (as defined in Regulation S under the Securities Act) except in accordance with Rule 903 of Regulation S under the Securities Act or pursuant to a registration statement or an exemption from the registration requirements of the Securities Act. (i) It is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the risks and merits of exchanging the Participating Securities for the New Securities. Without characterizing the Participating Securities or the Taberna Transferred Rights as a “security” within the meaning of the applicable securities laws, it Act. (j) It has not made any offers to sell, or solicitations of any offers to buy, all or any portion of the Participating Preferred Securities or Taberna Transferred Rights in violation of any applicable securities laws. (jk) Neither To the extent applicable, neither it nor any of its Affiliates, nor any person acting on its or its Affiliate’s behalf has engaged, or will engage, in any form of “general solicitation or general advertising” (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the New SecuritiesPreferred Securities or Taberna Transferred Rights. (kl) It To the extent applicable, it understands and acknowledges that (i) no public market exists for any of the New Securities Replacement Collateral and that it is unlikely that a public market will ever exist for the New SecuritiesReplacement Collateral, (ii) such Holder Taberna is purchasing accepting the New Securities Replacement Collateral for its own account, for investment and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or other applicable securities laws, subject to any requirement of law that the disposition of its property be at all times within its control and subject to its ability to resell such Securities Replacement Collateral pursuant to an effective registration statement under the Securities Act or pursuant to an exemption therefrom or in a transaction not subject thereto, and it agrees to the legends and transfer restrictions applicable to the New Securities contained in the New SecuritiesReplacement Collateral, and (iii) it has had the opportunity to ask questions of, and receive answers and request additional information from, the Company and is aware that it may be required to bear the economic risk of an investment in the New SecuritiesReplacement Collateral indefinitely. (lm) It has not engaged any broker, finder or other entity acting under its authority that is entitled to any broker’s commission or other fee in connection with this Agreement and the consummation of transactions contemplated herein in this Agreement and the Operative Documents for which the Company could be responsible. (mn) It (i) is a sophisticated entity with respect to matters such as the Exchange, (ii) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the Exchange and (iii) has independently and without reliance 15 upon the Company or any of its Affiliates, and based on such information as it has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that it has relied upon the Company’s express representations, warranties, covenants and agreements in the Operative Documents and the other documents delivered by the Company in connection therewith. (o) Taberna’s designee or nominee, as applicable as the assignee under each of the Walgreen’s Mezz Loan Assignment Documents, is a “Qualified Transferree,” as defined in each “Intercreditor Agreement,” as defined in each of the Walgreen’s Mezz Loan Assignment Documents. Except as expressly stated in this Agreement, Taberna makes make no representations or warranties, express or implied, with respect to the Exchange, the Taberna Transferred Rights, the Participating Preferred Securities, the Original Indenture, or any other matter.

Representations and Warranties of Taberna. Taberna represents, warrants and covenants to the Company as follows: (a) It (i) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, and (ii) has full power and authority to execute, deliver and perform its obligations under this Agreement. (b) This Agreement and the consummation of the transactions contemplated herein has been duly authorized by it and, on the Closing Date, will have been duly executed and delivered by it and, assuming due authorization, execution and delivery by the Company and the Trustee of the Operative Documents to which each is a party, will be its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity. (c) No filing with, or authorization, approval, consent, license, order registration, qualification or decree of, any Governmental Entity or any other Person, other than those that have been made or obtained, is necessary or required for the performance by it of its obligations under this Agreement or to consummate the transactions contemplated herein. (d) It is a “Qualified Purchaser” as such term is defined in Section 2(a)(51) of the Investment Company Act. (e) It is the sole legal and beneficial owner of the Participating Securities and the Taberna Transferred Rights and shall deliver the Participating Securities free and clear of any Lien. (f) There is no action, suit or proceeding before or by any Governmental Entity, arbitrator or court, domestic or foreign, now pending or, to its knowledge, threatened against or affecting it, except for such actions, suits or proceedings that, if adversely determined, would not, 14singly or in the aggregate, adversely affect the consummation of the transactions contemplated by the Operative Documents. (g) The outstanding principal amount of its respective Participating Securities is the face amount as set forth in such Participating Securities. (h) It is aware that the New Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to “U.S. persons” (as defined in Regulation S under the Securities Act) except in accordance with Rule 903 of Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. (i) It is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the risks and merits of exchanging the Participating Securities for the New Securities. Without characterizing the Participating Securities or the Taberna Transferred Rights as a “security” within the meaning of the applicable securities laws, it has not made any offers to sell, or solicitations of any offers to buy, all or any portion of the Participating Securities or Taberna Transferred Rights in violation of any applicable securities laws. (j) Neither it nor any of its Affiliates, nor any person acting on its or its Affiliate’s behalf has engaged, or will engage, in any form of “general solicitation or general advertising” (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the New Securities. (k) It understands and acknowledges that (i) no public market exists for any of the New Securities and that it is unlikely that a public market will ever exist for the New Securities, (ii) such Holder is purchasing the New Securities for its own account, for investment and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or other applicable securities laws, subject to any requirement of law that the disposition of its property be at all times within its control and subject to its ability to resell such Securities pursuant to an effective registration statement under the Securities Act or pursuant to an exemption therefrom or in a transaction not subject thereto, and it agrees to the legends and transfer restrictions applicable to the New Securities contained in the New Securities, and (iii) it has had the opportunity to ask questions of, and receive answers and request additional information from, the Company and is aware that it may be required to bear the economic risk of an investment in the New Securities. (l) It has not engaged any broker, finder or other entity acting under its authority that is entitled to any broker’s commission or other fee in connection with this Agreement and the consummation of transactions contemplated herein for which the Company could be responsible. (m) It (i) is a sophisticated entity with respect to the Exchange, (ii) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the Exchange and (iii) has independently and without reliance 15 upon the Company or any of its Affiliates, and based on such information as it has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that it has relied upon the Company’s express representations, warranties, covenants and agreements in the Operative Documents and the other documents delivered by the Company in connection therewith. Except as expressly stated in this Agreement, Taberna makes no representations or warranties, express or implied, with respect to the Exchange, the Taberna Transferred Rights, the Participating Securities, the Original Indenture, or any other matter.

Representations and Warranties of Taberna. Each Taberna representsEntity, for itself, represents and warrants to, and covenants to agrees with, the Company as follows: (a) It (i) is a company duly organized and formed, validly existing and in good standing under the laws of its the jurisdiction of organization or incorporation, and (ii) has full in which it is organized with all requisite power and authority to execute, deliver and perform its obligations under this Agreementthe Operative Documents to which it is a party, to make the representations and warranties specified herein and therein and to consummate the transactions contemplated in the Operative Documents. (b) This Agreement and the consummation of the transactions contemplated herein has been duly authorized by it and, on the Closing Date, will have been duly executed and delivered by it and, assuming due authorization, execution and delivery by the Company and the Trustee of the Operative Documents to which each is a party, will be its a legal, valid and binding obligationobligation of such Taberna Entity, enforceable against it such Taberna Entity in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity. (c) No filing with, or authorization, approval, consent, license, order registration, qualification or decree of, any Governmental Entity or any other Person, other than those that have been made or obtained, is necessary or required for the performance by it such Taberna Entity of its obligations under this Agreement or to consummate the transactions contemplated herein. The performance by such Taberna Entity of its obligations under this Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of or constitute a default under any statute, agreement or instrument, including its organizational documents, to which such Taberna Entity is a party or by which it or its assets are bound and such Taberna Entity has all right, power and authority to sell, transfer, exchange and deliver the Original Preferred Securities to be exchanged by it hereunder. (d) It is a “Qualified Purchaserqualified purchaser” as such term is defined in Section 2(a)(51) of the Investment Company Act. (e) It is Taberna IV and Taberna VI are the sole legal and beneficial owner owners of the Participating Trust I Preferred Securities and the Taberna Transferred Rights and shall deliver the Participating Trust I Preferred Securities free and clear of any LienLien or adverse claim of any other kind whatsoever. (f) Taberna V and Taberna VI are the legal and beneficial owners of the Trust II Preferred Securities and shall deliver the Trust II Preferred Securities free and clear of any Lien or adverse claim of any kind whatsoever. (g) There is no action, suit or proceeding before or by any Governmental Entity, arbitrator or court, domestic or foreign, now pending or, to its knowledge, threatened against or affecting it, except for such actions, suits or proceedings that, if adversely determined, would not, 14singly or in the aggregate, adversely affect the consummation of the transactions contemplated by the Operative Documents. (gh) The outstanding principal amount of its respective Participating Original Preferred Securities is the face amount as set forth in such Participating SecuritiesOriginal Preferred Securities and as set forth further on Exhibits A-1 and A-2. (hi) It is aware that the New Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to “U.S. persons” (as defined in Regulation S under the Securities Act) except in accordance with Rule 903 of Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. (ij) It is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the risks and merits of exchanging the Participating Securities for the New SecuritiesAct. Without characterizing the Participating Securities or the Taberna Transferred Rights as a “security” within the meaning of the applicable securities laws, it It has not made any offers to sell, or solicitations of any offers to buy, all or any portion of the Participating Original Preferred Securities or Taberna Transferred Rights in violation of any applicable securities laws. (jk) Neither it nor any of its Affiliates, nor any person acting on its or its Affiliate’s behalf has engaged, or will engage, in any form of “general solicitation or general advertising” (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the New Securities. (kl) It understands and acknowledges that (i) no public market exists for any of the New Securities and that it is unlikely that a public market will ever exist for the New Securities, (ii) such Holder it is purchasing acquiring the New Securities for its own account, for investment and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or other applicable securities laws, subject to any requirement of law that the disposition of its property be at all times within its control and subject to its ability to resell such Securities pursuant to an effective registration statement under the Securities Act or pursuant to an exemption therefrom or in a transaction not subject thereto, and it agrees to the legends and transfer restrictions applicable to the New Securities contained in the New SecuritiesIndenture, and (iii) it has had the opportunity to ask questions of, and receive answers and request additional information from, the Company and is aware that it may be required to bear the economic risk of an investment in the New Securities. (lm) It has not engaged any broker, finder or other entity third parties acting under its authority that is are entitled to any broker’s commission or other fee fees and reimbursements of costs (the “Third Party Fees”) in connection with this Agreement and the consummation of transactions contemplated herein in this Agreement and the New Indenture for which the Company could be responsibleis responsible and for which the Company has paid the Third Party Fees Payment (as defined below). (mn) It (i) is a sophisticated entity with respect to the Exchange, (ii) has such knowledge and experience, and has made investments of a similar naturenature to the transaction contemplated hereby, so as to be aware of the risks and uncertainties inherent in the Exchange and (iii) has independently and without reliance 15 upon the Company or any of its affiliates, and based on such information as it has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that it has relied upon the Company’s express representations, warranties, covenants and agreements in the Operative Documents and the other documents delivered by the Company in connection therewith. Except as expressly stated in this Agreement, each Taberna Entity makes no representations or warranties, express or implied, with respect to the Exchange, the Taberna Transferred Rights, the Participating Original Preferred Securities, the Original IndentureExisting Indentures, or any other matter.