Common use of Representations and Warranties of the Noteholders Clause in Contracts

Representations and Warranties of the Noteholders. Each Noteholder severally and not jointly, with respect to only itself hereby represents and warrants to the Company that it: (i) owns beneficially and exclusively of record and has good, valid and marketable title to such Noteholder’s Note(s) free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind and has the full right, power and authority to take the actions contemplated by this Agreement with respect to such Note(s); (ii) understands that shares of the Common Stock it will receive in the Exchange have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being or will be issued by the Company in a transaction exempt from the registration requirements of the Securities Act; (iii) understands that shares of the Common Stock it will receive in the Exchange may not be offered or resold except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act; and (iv) understands that it is a Qualified Institutional Buyer as defined in Rule 144A under the Securities Act; it or its representative has had access to the same kind of information concerning the Company that is required by Schedule A of the Securities Act, to the extent that the Company possesses such information; has such knowledge and experience in financial and business matters that it is capable of utilizing the information that is available to it concerning the Company to evaluate the risks of investment in the Company including the risk that it could lose its entire investment in the Company; and consummating the Exchange for its own sole benefit and account for investment and not with a view to, or for resale in connection with, a public offering or distribution thereof in violation of any securities laws.

Representations and Warranties of the Noteholders. Each Noteholder severally and not jointly, with respect to only itself hereby represents and warrants to the Company that it: (i) owns exclusively, beneficially and exclusively of record and has good, valid and marketable title to such Noteholder’s Note(s) free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind and has the full right, power and authority to take the actions contemplated by this Agreement with respect to such Note(s); (ii) understands that shares of the Common Stock it will receive in the Exchange have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being or will be issued by the Company in a transaction exempt from the registration requirements of the Securities Act; (iii) understands that shares of the Common Stock it will receive in the Exchange may not be offered or resold except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act; and (iv) understands that it is a Qualified Institutional Buyer an “accredited investor” as defined in Rule 144A 501(a) of Regulation D under the Securities Act; it or its representative has had access to the same kind of information concerning the Company that is required by Schedule A of the Securities Act, to the extent that the Company possesses such information; has such knowledge and experience in financial and business matters that it is capable of utilizing the information that is available to it concerning the Company to evaluate the risks of investment in the Company including the risk that it could lose its entire investment in the Company; and consummating the Exchange for its own sole benefit and account for investment and not with a view to, or for resale in connection with, a public offering or distribution thereof in violation of any securities lawsthereof.

Representations and Warranties of the Noteholders. Each Noteholder severally and not jointly, with respect to only itself hereby jointly represents and warrants to, and agrees with, the Issuer as of the Closing Date, and on any date of any assignment pursuant to the Company that itSection 9.04, that: (ia) owns beneficially and exclusively of record and has goodIt is either (A) a Qualified Institutional Buyer, valid and marketable title to (B) an Institutional Accredited Investor or (C) a non-U.S. person (as such Noteholder’s Note(s) free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind and has the full right, power and authority to take the actions contemplated by this Agreement with respect to such Note(s); (ii) understands that shares of the Common Stock it will receive term is defined in the Exchange have not been registered Regulation S under the Securities Act of 1933, as amended (the “Securities ActRegulation S”)) and are being will not acquire the Notes for the account or will be issued by benefit of any U.S. Person, and it is purchasing the Company Notes outside the United States in a an offshore transaction exempt from the registration requirements of the Securities Actin accordance with Regulation S; (iiib) understands that shares of the Common Stock it will receive in the Exchange may not be offered or resold except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act; and (iv) understands that it is a Qualified Institutional Buyer as defined in Rule 144A under the Securities Act; it or its representative has had access to the same kind of information concerning the Company that is required by Schedule A of the Securities Act, to the extent that the Company possesses such information; It has such knowledge and experience in financial and business matters and investments in general that make it capable of evaluating the merits and risks of the Notes and the transactions contemplated by this Agreement (and has sought such accounting, legal, tax and other advice as it has considered necessary to make an informed investment decision); (c) It acknowledges that it is capable has been afforded: (a) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of utilizing the Issuer and its Subsidiaries concerning the merits and risks of investing in the Issuer and its Subsidiaries; (b) access to information about the Issuer and its Subsidiaries, their results of operations, financial condition, and cash flows, and their business generally, in each case sufficient to such Noteholder’s satisfaction to enable such Noteholder to evaluate whether or not to proceed with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and (c) the opportunity to obtain such additional information that such Noteholder believes is available necessary to make an informed investment decision with respect to the Notes and the consummation of the transactions contemplated by this Agreement; (d) It acknowledges and agrees that neither the Issuer nor any of its Subsidiaries is making any representations or warranties whatsoever, express or implied, except for those representations and warranties contained in Article III of this Agreement or in any certificate delivered in connection herewith, and it concerning acknowledges and agrees that, except for such representations and warranties, it is purchasing the Company Notes on an “as is/where is” basis. In making the decision to evaluate enter into this Agreement and the risks documents contemplated hereby to which it is a party and to consummate the transactions contemplated hereby, other than reliance on the representations and warranties contained in Article III of investment in the Company including the risk this Agreement, such Noteholder acknowledges and agrees that it could lose has relied solely on its entire investment in own independent investigation, analysis, and evaluation of the Company; Issuer and consummating its Subsidiaries and hereby disclaims reliance on any other representations and warranties; (e) It is acquiring the Exchange Notes for its own sole benefit and account account, for investment purposes only and not with a view to, to any distribution thereof or for resale in connection with, a public with any present intention of offering or distribution thereof selling any of the Notes in violation a transaction that would not otherwise comply with the Securities Act or the securities laws of any state of the United States; (f) It (A) understands that the Notes have not been registered under the Securities Act or the securities laws of any states and that the Notes are being issued by the Issuer in transactions exempt from the registration requirements of the Securities Act and (B) agrees that neither all nor any part of the Notes may be offered or sold except pursuant to effective registration statements under the Securities Act or pursuant to applicable exemptions from registration under the Securities Act and in compliance with applicable state laws; and (g) It understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Noteholder) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144A may afford the basis for sales only in limited amounts.

Representations and Warranties of the Noteholders. Each Noteholder severally and not jointly, with respect to only itself hereby represents and warrants to the Company that it: (i) owns exclusively, beneficially and exclusively of record and has good, valid and marketable title to such Noteholder’s Note(s) free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind and has the full right, power and authority to take the actions contemplated by this Agreement with respect to such Note(s); (ii) understands that shares of the Common Stock it will receive in the Exchange have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being or will be issued by the Company in a transaction exempt from the registration requirements of the Securities Act; (iii) understands that shares of the Common Stock it will receive in the Exchange may not be offered or resold except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act; and; (iv) understands that it is a Qualified Institutional Buyer an “accredited investor” as defined in Rule 144A 501(a) of Regulation D under the Securities ActAct (an “Accredited Investor”); it or its representative has had access to the same kind of information concerning the Company that is required by Schedule A of the Securities Act, to the extent that the Company possesses such information; has such knowledge and experience in financial and business matters that it is capable of utilizing the information that is available to it concerning the Company to evaluate the risks of investment in the Company including the risk that it could lose its entire investment in the Company; and consummating the Exchange for its own sole benefit and account for investment and not with a view to, or for resale in connection with, a public offering or distribution thereof in violation of any securities lawsthereof; (v) understands that the Shares will bear the restrictive legend set forth on Exhibit B to this Agreement.

Representations and Warranties of the Noteholders. Each Noteholder severally and not jointly, with respect to only itself hereby represents and warrants to the Company that it: (i) owns exclusively, beneficially and exclusively of record and has good, valid and marketable title to such Noteholder’s Note(s) free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind and has the full right, power and authority to take the actions contemplated by this Agreement with respect to such Note(s); (ii) understands that shares of the Common Stock it will receive in the Exchange have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being or will be issued by the Company in a transaction exempt from the registration requirements of the Securities Act; (iii) understands that shares of the Common Stock it will receive in the Exchange may not be offered or resold except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act; and; (iv) understands that it is a Qualified Institutional Buyer as defined in Rule 144A under the Securities Act; it or its representative has had access to the same kind of information concerning the Company that is required by Schedule A of the Securities Act, to the extent that the Company possesses such information; has such knowledge and experience in financial and business matters that it is capable of utilizing the information that is available to it concerning the Company to evaluate the risks of investment in the Company including the risk that it could lose its entire investment in the Company; and consummating the Exchange for its own sole benefit and account for investment and not with a view to, or for resale in connection with, a public offering or distribution thereof in violation thereof; and (v) understands that the shares of any securities lawsCommon Stock will bear the restrictive legend set forth on Exhibit B to this Agreement.