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

Representations and Warranties of the Participant. The Participant hereby represents and warrants to the Company as follows: (a) The Participant's execution, delivery and performance of the Transaction Documents do not and will not (i) result in a violation of any applicable law, statute, rule or regulation or order, injunction, judgment or decree of any court or other governmental or regulatory authority to which the Participant is bound or subject, (ii) conflict with, or result in a breach of the terms, conditions or provisions of, constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Participant or any of his properties or assets are bound, or (iii) require any authorization, consent, approval, exemption or other action by or notice to any third party. The Transaction Documents have been duly executed and delivered by the Participant and upon due execution and delivery by the Company will constitute the legal, valid and binding obligations of the Participant enforceable against the Participant in accordance with their terms, except as the enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in general or by general principles of equity. (b) The Participant understands that the Class B-1 Interests being purchased are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering, are being offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act") in a private placement that is exempt from the registration provisions of the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in limited circumstances. The Participant understands that it must bear the economic risk of the acquisition of the Class B-1 Interests made in connection herewith for an indefinite period of time because, among other reasons, the Class B-1 Interests have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of certain states or an exemption from such registration is available. (c) The Participant understands that the Class B-1 Interests being granted are subject to the LLC Agreement, the Plan and this Agreement. (d) The Participant is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act or, to the extent the Participant is not an "accredited investor," another exemption from registration under the Securities Act applies to the Participant's purchase of Class B-1 Interests hereunder.

Representations and Warranties of the Participant. The Participant hereby represents and warrants to the Company as follows: (a) The Participant's ’s execution, delivery and performance of the Transaction Documents do not and will not (i) result in a violation of any applicable law, statute, rule or regulation or order, injunction, judgment or decree of any court or other governmental or regulatory authority to which the Participant is bound or subject, (ii) conflict with, or result in a breach of the terms, conditions or provisions of, constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Participant or any of his properties or assets are bound, or (iii) require any authorization, consent, approval, exemption or other action by or notice to any third party. The Transaction Documents have been duly executed and delivered by the Participant and upon due execution and delivery by the Company will constitute the legal, valid and binding obligations of the Participant enforceable against the Participant in accordance with their terms, except as the enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' ’ rights in general or by general principles of equity. (b) The Participant understands that the Class B-1 C Membership Interests being purchased are characterized as "“restricted securities" ” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering, are being offered and sold without registration under the Securities Act of 1933, as amended (the "“Securities Act"”) in a private placement that is exempt from the registration provisions of the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in limited circumstances. The Participant understands that it must bear the economic risk of the acquisition of the Class B-1 C Membership Interests made in connection herewith for an indefinite period of time because, among other reasons, the Class B-1 C Membership Interests have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of certain states or an exemption from such registration is available. (c) The Participant understands that the Class B-1 C Membership Interests being granted are subject to the LLC Agreement, the Plan Agreement and this Agreement. (d) The Participant is an "“accredited investor" ” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act or, to the extent the Participant is not an "“accredited investor," ” another exemption from registration under the Securities Act applies to the Participant's ’s purchase of Class B-1 C Membership Interests hereunder.

Representations and Warranties of the Participant. The Participant hereby represents and warrants to the Company as follows: (a) The Participant's ’s execution, delivery and performance of the Transaction Documents do not and will not (i) result in a violation of any applicable law, statute, rule or regulation or order, injunction, judgment or decree of any court or other governmental or regulatory authority to which the Participant is bound or subject, (ii) conflict with, or result in a breach of the terms, conditions or provisions of, constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Participant or any of his properties or assets are bound, or (iii) require any authorization, consent, approval, exemption or other action by or notice to any third party. The Transaction Documents have been duly executed and delivered by the Participant and upon due execution and delivery by the Company will constitute the legal, valid and binding obligations of the Participant enforceable against the Participant in accordance with their terms, except as the enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' ’ rights in general or by general principles of equity. (b) The Participant understands that the Class B-1 C-2A Membership Interests being purchased are characterized as "“restricted securities" ” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering, are being offered and sold without registration under the Securities Act of 1933, as amended (the "“Securities Act"”) in a private placement that is exempt from the registration provisions of the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in limited circumstances. The Participant understands that it must bear the economic risk of the acquisition of the Class B-1 C-2A Membership Interests made in connection herewith for an indefinite period of time because, among other reasons, the Class B-1 C-2A Membership Interests have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of certain states or an exemption from such registration is available. (c) The Participant understands that the Class B-1 C-2A Membership Interests being granted are subject to the LLC Agreement, the Plan Agreement and this Agreement. (d) The Participant is an "“accredited investor" ” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act or, to the extent the Participant is not an "“accredited investor," ” another exemption from registration under the Securities Act applies to the Participant's ’s purchase of Class B-1 C-2A Membership Interests hereunder.

Representations and Warranties of the Participant. The Participant hereby represents and warrants to the Company as follows: (a) The Participant's ’s execution, delivery and performance of the Transaction Documents do not and will not (i) result in a violation of any applicable law, statute, rule or regulation or order, injunction, judgment or decree of any court or other governmental or regulatory authority to which the Participant is bound or subject, (ii) conflict with, or result in a breach of the terms, conditions or provisions of, constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Participant or any of his properties or assets are bound, or (iii) require any authorization, consent, approval, exemption or other action by or notice to any third party. The Transaction Documents have been duly executed and delivered by the Participant and upon due execution and delivery by the Company will constitute the legal, valid and binding obligations of the Participant enforceable against the Participant in accordance with their terms, except as the enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' ’ rights in general or by general principles of equity. (b) The Participant understands that the Class B-1 C-2 Membership Interests being purchased are characterized as "“restricted securities" ” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering, are being offered and sold without registration under the Securities Act of 1933, as amended (the "“Securities Act"”) in a private placement that is exempt from the registration provisions of the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in limited circumstances. The Participant understands that it must bear the economic risk of the acquisition of the Class B-1 C-2 Membership Interests made in connection herewith for an indefinite period of time because, among other reasons, the Class B-1 C-2 Membership Interests have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of certain states or an exemption from such registration is available. (c) The Participant understands that the Class B-1 C-2 Membership Interests being granted are subject to the LLC Agreement, the Plan Agreement and this Agreement. (d) The Participant is an "“accredited investor" ” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act or, to the extent the Participant is not an "“accredited investor," ” another exemption from registration under the Securities Act applies to the Participant's ’s purchase of Class B-1 C-2 Membership Interests hereunder.

Representations and Warranties of the Participant. The Participant hereby represents and warrants to the Company as follows: (a) The Participant's ’s execution, delivery and performance of the Transaction Documents do not and will not (i) result in a violation of any applicable law, statute, rule or regulation or order, injunction, judgment or decree of any court or other governmental or regulatory authority to which the Participant is bound or subject, (ii) conflict with, or result in a breach of the terms, conditions or provisions of, constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Participant or any of his or her properties or assets are bound, or (iii) require any authorization, consent, approval, exemption or other action by or notice to any third party. The Transaction Documents have been duly executed and delivered by the Participant and upon due execution and delivery by the Company will constitute the legal, valid and binding obligations of the Participant enforceable against the Participant in accordance with their terms, except as the enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' ’ rights in general or by general principles of equity. (b) The Participant understands that the Class B-1 Interests Incentive Units being purchased are characterized as "“restricted securities" ” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering, are being offered and sold without registration under the Securities Act of 1933, as amended (the "“Securities Act"”) in a private placement that is exempt from the registration provisions of the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in limited circumstances. The Participant understands that it the Participant must bear the economic risk of the acquisition of the Class B-1 Interests Incentive Units made in connection herewith for an indefinite period of time because, among other reasons, the Class B-1 Interests Incentive Units have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of certain states or an exemption from such registration is available. (c) The Participant understands that the Class B-1 Interests being granted Award and the Incentive Units that may be delivered in respect of the Award are subject to the LLC this Agreement, the Plan Plan, the LLC Agreement and this the Equityholders’ Agreement. (d) The Participant is an "“accredited investor" ” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act or, to the extent the Participant is not an "“accredited investor," ” another exemption from registration under the Securities Act applies to the Participant's purchase ’s acquisition and holding of Class B-1 Interests Incentive Units hereunder.

Representations and Warranties of the Participant. The Participant hereby represents and warrants to the Company as follows: (a) The Participant's ’s execution, delivery and performance of the Transaction Documents do this Agreement does not and will not (i) result in a violation of any applicable law, statute, rule or regulation or order, injunction, judgment or decree of any court or other governmental or regulatory authority to which the Participant is bound or subject, (ii) conflict with, or result in a breach of the terms, conditions or provisions of, constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Participant or any of his or her properties or assets are bound, or (iii) require any authorization, consent, approval, exemption or other action by or notice to any third party. The Transaction Documents have This Agreement has been duly executed and delivered by the Participant and upon due execution and delivery by the Company will constitute the legal, valid and binding obligations of the Participant enforceable against the Participant in accordance with their terms, except as the enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' ’ rights in general or by general principles of equity. (b) The Participant understands has been advised that the Class B-1 Interests being purchased are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering, are being offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act") in a private placement that is exempt from the registration provisions of the Securities Act and that under such laws and applicable regulations such securities Participant may be resold without registration under an “affiliate” within the Securities Act only in limited circumstances. The Participant understands that it must bear the economic risk meaning of the acquisition of the Class B-1 Interests made in connection herewith for an indefinite period of time because, among other reasons, the Class B-1 Interests have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, assigned or otherwise disposed of unless they are subsequently registered Rule 144 under the Securities Act and under in this connection the applicable securities laws of certain states or an exemption from such registration Company is availablerelying in part on the Participant’s representations set forth in this section. (c) The If the Participant understands that is deemed an affiliate within the Class B-1 Interests being granted are subject to meaning of Rule 144 of the LLC AgreementSecurities Act, the Plan Common Stock must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Common Stock and this Agreementthe Company is under no obligation to register the Common Stock (or to file a “re-offer prospectus”). (d) The If the Participant is deemed an "accredited investor" affiliate within the meaning of Rule 501(a) 144 of Regulation D promulgated under the Securities Act orAct, to the extent the Participant is not an "accredited investor," another understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Securities Act applies Common Stock, (ii) adequate information concerning the Company is then available to the Participant's purchase public, and (iii) other terms and conditions of Class B-1 Interests hereunderRule 144 or any exemption therefrom are complied with; and that any sale of the Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Representations and Warranties of the Participant. The Participant hereby represents and warrants to the Company as follows: (a) The Participant's execution, delivery and performance of the Transaction Documents do not and will not (i) result in a violation of any applicable law, statute, rule or regulation or order, injunction, judgment or decree of any court or other governmental or regulatory authority to which the Participant is bound or subject, (ii) conflict with, or result in a breach of the terms, conditions or provisions of, constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Participant or any of his properties or assets are bound, or (iii) require any authorization, consent, approval, exemption or other action by or notice to any third party. The Transaction Documents have been duly executed and delivered by the Participant and upon due execution and delivery by the Company will constitute the legal, valid and binding obligations of the Participant enforceable against the Participant in accordance with their terms, except as the enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in general or by general principles of equity. (b) The Participant understands that the Class B-1 B-2 Interests being purchased are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering, are being offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act") in a private placement that is exempt from the registration provisions of the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in limited circumstances. The Participant understands that it must bear the economic risk of the acquisition of the Class B-1 B-2 Interests made in connection herewith for an indefinite period of time because, among other reasons, the Class B-1 B-2 Interests have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of certain states or an exemption from such registration is available. (c) The Participant understands that the Class B-1 B-2 Interests being granted are subject to the LLC Agreement, the Plan and this Agreement. (d) The Participant is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act or, to the extent the Participant is not an "accredited investor," another exemption from registration under the Securities Act applies to the Participant's purchase of Class B-1 B-2 Interests hereunder.

Representations and Warranties of the Participant. The Participant hereby represents and warrants to the Company as follows: (a) The Participant's execution, delivery and performance of the Transaction Documents do not and will not (i) result in a violation of any applicable law, statute, rule or regulation or order, injunction, judgment or decree of any court or other governmental or regulatory authority to which the Participant is bound or subject, (ii) conflict with, or result in a breach of the terms, conditions or provisions of, constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, " acceleration or cancellation under, any agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Participant or any of his properties or assets are bound, or (iii) require any authorization, consent, approval, exemption or other action by or notice to any third party. The Transaction Documents have been duly executed and delivered by the Participant and upon due execution and delivery by the Company will constitute the legal, valid and binding obligations of the Participant enforceable against the Participant in accordance with their terms, except as the enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in general or by general principles of equity. (b) The Participant understands that the Class B-1 Interests being purchased are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering, are being offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act") in a private placement that is exempt from the registration provisions of the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in limited circumstances. The Participant understands that it must bear the economic risk of the acquisition of the Class B-1 Interests made in connection herewith for an indefinite period of time because, among other reasons, the Class B-1 Interests have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of certain states or an exemption from such registration is available. (c) The Participant understands that the Class B-1 Interests being granted are subject to the LLC Agreement, the Plan and this Agreement. (d) The Participant is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act or, to the extent the Participant is not an "accredited investor," another exemption from registration under the Securities Act applies to the Participant's purchase of Class B-1 Interests hereunder.