Common use of Representations, Warranties and Agreements of the Purchaser Clause in Contracts

Representations, Warranties and Agreements of the Purchaser. The Purchaser (for itself and on behalf of the Funds) hereby represents and warrants to the Company and the Guarantors as follows (it being understood that the Purchaser does not make any representation, warranty, covenant or agreement to any other purchaser of the Securities or to the Company or the Guarantors on behalf of any other purchaser of the Securities): (a) The Purchaser has full power and authority to purchase the Securities issued and offered hereby. (b) The Purchaser and each of the Funds (i) is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Securities; (ii) is acquiring the Securities in the ordinary course of its business and for its own account for investment purposes only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities; and (iii) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act and any applicable state securities laws. (c) The Purchaser and each of the Funds is a “qualified institutional buyer” as defined in Rule 144A and/or an institutional “accredited investor” as defined in Rule 501(a), in each case as promulgated under the Securities Act. (d) The Purchaser understands and acknowledges (for itself and on behalf of the Funds) that (i) the Securities are being offered in transactions that rely on an exemption from registration provided by Section 4(a)(2) under the Securities Act and an exemption from applicable state securities law requirements; (ii) the initial offering and issuance of the Securities has not been registered under the Securities Act or any other securities laws; (iii) if in the future it decides to resell, pledge or otherwise transfer the Securities that it purchases hereunder, those Securities, absent an effective registration statement under the Securities Act, may be resold, pledged or transferred only pursuant to an applicable exemption from registration under the Securities Act in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and (iv) it will, and each subsequent holder of any of the Securities that it purchases in this offering is required to, notify any subsequent purchaser of such Securities from it or subsequent holders, as applicable, of the resale restrictions referred to in clause (iii) above. (e) The Purchaser understands and acknowledges that (i) the Company and the Guarantors are relying upon the truth and accuracy of the acknowledgements, representations, and agreements of the Purchaser set forth herein; (ii) none of the Company, the Guarantors, or any person acting on behalf of the foregoing has made any statement, representation, or warranty, express or implied, to it with respect to the Company, the Guarantors, or the offer or sale of any Securities, other than the information included in the Disclosure Package. (f) The Purchaser understands that the Series B Notes will bear a restrictive legend substantially in the following form or otherwise as required pursuant to the Amended Indenture: “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(a) (1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”), OR

Representations, Warranties and Agreements of the Purchaser. The Purchaser (for itself represents, warrants and on behalf of the Funds) hereby represents and warrants to the Company and the Guarantors as follows (it being understood that the Purchaser does not make any representation, warranty, covenant or agreement to any other purchaser of the Securities or to the Company or the Guarantors on behalf of any other purchaser of the Securities):agrees that (a) The Purchaser is a limited partnership, partnership or corporation, as the case may be. The Purchaser has full the requisite power and authority to enter into and perform this Agreement and to purchase the Securities issued Shares to be purchased by it in accordance with the terms hereof. The execution, delivery and offered herebyperformance of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary action. This Agreement has been duly executed and delivered on behalf of the Purchaser by a duly authorized officer. This Agreement constitutes, or shall constitute, when executed and delivered by the Company, a valid and binding obligation of the Purchaser enforceable against that Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies or by other principles or general application. (b) The Purchaser and each of the Funds (i) is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved All information contained in the purchase of written materials furnished by the Securities, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision Purchaser to purchase the Securities; (ii) is acquiring the Securities Company for use in the ordinary course of its business and for its own account for investment purposes only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities; and Prospectus Supplement (iii) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act and any applicable state securities laws. (c) The Purchaser and each of the Funds is a “qualified institutional buyer” as defined in Rule 144A and/or an institutional “accredited investor” as defined in Rule 501(abelow), is true and correct in each case as promulgated all material respects. “Prospectus Supplement” means the final prospectus supplement, in the form first filed after the date of this Agreement pursuant to Rule 424 under the Securities Act. (d) . The Purchaser understands shall comply with all applicable laws, rules, regulations and acknowledges (for itself and on behalf of the Funds) that (i) the Securities are being offered in transactions that rely on an exemption from registration provided by Section 4(a)(2) under the Securities Act and an exemption from applicable state securities law requirements; (ii) the initial offering and issuance of the Securities has not been registered under the Securities Act or any other securities laws; (iii) if in the future it decides to resell, pledge or otherwise transfer the Securities that it purchases hereunder, those Securities, absent an effective registration statement under the Securities Act, may be resold, pledged or transferred only pursuant to an applicable exemption from registration under the Securities Act in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and (iv) it will, and each subsequent holder of any of the Securities that it purchases in this offering is required to, notify any subsequent purchaser of such Securities from it or subsequent holders, as applicable, of the resale restrictions referred to in clause (iii) aboveorders. (e) The Purchaser understands and acknowledges that (i) the Company and the Guarantors are relying upon the truth and accuracy of the acknowledgements, representations, and agreements of the Purchaser set forth herein; (ii) none of the Company, the Guarantors, or any person acting on behalf of the foregoing has made any statement, representation, or warranty, express or implied, to it with respect to the Company, the Guarantors, or the offer or sale of any Securities, other than the information included in the Disclosure Package. (f) The Purchaser understands that the Series B Notes will bear a restrictive legend substantially in the following form or otherwise as required pursuant to the Amended Indenture: “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(a) (1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”), OR

Representations, Warranties and Agreements of the Purchaser. The Purchaser (for itself represents, warrants and on behalf of the Funds) hereby represents and warrants to the Company and the Guarantors as follows (it being understood that the Purchaser does not make any representation, warranty, covenant or agreement to any other purchaser of the Securities or to the Company or the Guarantors on behalf of any other purchaser of the Securities):agrees that (a) The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. The Purchaser has full the requisite power and authority to enter into and perform this Agreement and to purchase the Securities issued Shares to be purchased by it in accordance with the terms hereof. The execution, delivery and offered herebyperformance of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary action. This Agreement has been duly executed and delivered on behalf of the Purchaser by a duly authorized officer. This Agreement constitutes, or shall constitute, when executed and delivered by the Company, a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies or by other principles or general application. (b) All information about the Purchaser in the Prospectus Supplement (as defined below), is true and correct in all material respects. “Prospectus Supplement” means the final prospectus supplement, in the form first filed after the date of this Agreement pursuant to Rule 424 under the Securities Act. The Purchaser shall comply with all applicable laws, rules, regulations and each of the Funds (i) is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Securities; (ii) is acquiring the Securities in the ordinary course of its business and for its own account for investment purposes only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities; and (iii) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act and any applicable state securities laws. (c) orders. The Purchaser and each of the Funds is a “qualified institutional buyer” as defined in Rule 144A and/or an institutional “accredited investor” as such term is defined in Rule 501(a), ) of the Securities Act. The Purchaser is acquiring the Shares for its own account and has no present intention of selling or distributing any of the Shares in each case as promulgated under any transaction that would violate the Securities Act. (d) The Purchaser understands and acknowledges (for itself and on behalf of the Funds) that (i) the Securities are being offered in transactions that rely on an exemption from registration provided by Section 4(a)(2) under the Securities Act and an exemption from applicable state securities law requirements; (ii) the initial offering and issuance of the Securities has not been registered under the Securities Act or any other securities laws; (iii) if in the future it decides to resell, pledge or otherwise transfer the Securities that it purchases hereunder, those Securities, absent an effective registration statement under the Securities Act, may be resold, pledged or transferred only pursuant to an applicable exemption from registration under the Securities Act in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and (iv) it will, and each subsequent holder of any of the Securities that it purchases in this offering is required to, notify any subsequent purchaser of such Securities from it or subsequent holders, as applicable, of the resale restrictions referred to in clause (iii) above. (e) The Purchaser understands and acknowledges that (i) the Company and the Guarantors are relying upon the truth and accuracy of the acknowledgements, representations, and agreements of the Purchaser set forth herein; (ii) none of the Company, the Guarantors, or any person acting on behalf of the foregoing has made any statement, representation, or warranty, express or implied, to it with respect to the Company, the Guarantors, or the offer or sale of any Securities, other than the information included in the Disclosure Package. (f) The Purchaser understands that the Series B Notes will bear a restrictive legend substantially in the following form or otherwise as required pursuant to the Amended Indenture: “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(a) (1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”), OR

Representations, Warranties and Agreements of the Purchaser. The Purchaser (for itself and on behalf of the Funds) hereby represents and warrants to to, and agrees with, the Company and the Guarantors Corporation that, as follows (it being understood that the Purchaser does not make any representation, warranty, covenant or agreement to any other purchaser of the Securities or to the Company or the Guarantors on behalf of any other purchaser date hereof, and as of the Securities):Closing Date: (a) The Purchaser has full power and authority to purchase enter into this Agreement and, assuming the Securities issued due execution and offered herebydelivery of this Agreement by the Corporation, this Agreement constitutes a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditor’s rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (b) The Purchaser and each of the Funds (i) is knowledgeableduly organized, sophisticated validly existing and experienced in makinggood standing in its jurisdiction of incorporation or organization and has all the requisite power and authority to purchase the Funded Shares, as provided herein, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the (ii) its purchase of the Securities, and Funded Shares has requested, received, reviewed and considered been duly authorized by all information it deems relevant in making an informed decision to purchase the Securities; (ii) is acquiring the Securities in the ordinary course of its business and for its own account for investment purposes only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities; and (iii) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any necessary action on behalf of the Securities except in compliance with the Securities Act and any applicable state securities lawsPurchaser. (c) The Purchaser is purchasing the Funded Shares for the Purchaser’s own account and each not with a view to or for sale in connection with any distribution thereof in a transaction that would violate or cause a violation of the Funds 1933 Act or the securities laws of any state or any other applicable jurisdiction. (d) The Purchaser is a “qualified institutional buyer” as defined in Rule 144A and/or an institutional “accredited investor” as defined in Rule 501(a), in each case as ) promulgated under the Securities Act. (d) The Purchaser 1933 Act and understands and acknowledges (for itself that the offer and on behalf sale of the Funds) that (i) Funded Shares to the Securities are being offered in transactions that rely on an exemption from registration provided by Section 4(a)(2) under the Securities Act and an exemption from applicable state securities law requirements; (ii) the initial offering and issuance of the Securities has Purchaser hereunder have not been registered under the Securities 1933 Act or any other state securities laws; (iii) if law in reliance on the future it decides to resell, pledge or otherwise transfer the Securities that it purchases hereunder, those Securities, absent availability of an effective registration statement under the Securities Act, may be resold, pledged or transferred only pursuant to an applicable exemption from such registration under the Securities Act in accordance with any applicable securities laws requirements of the states and other jurisdictions 1933 Act based in part on the accuracy of the United States, and (iv) it will, and each subsequent holder of any of the Securities that it purchases Purchaser’s representations in this offering is required to, notify any subsequent purchaser of such Securities from it or subsequent holders, as applicable, of the resale restrictions referred to in clause (iii) aboveSection. (e) In the normal course of the Purchaser’s business or affairs, the Purchaser invests in or purchases securities similar to the Common Stock and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Funded Shares. The Purchaser understands has had access to such financial and acknowledges that other information concerning the Corporation and its Subsidiaries as the Purchaser deemed necessary or desirable in making a decision to purchase the Funded Shares , and has had an opportunity to ask questions and receive answers from officers of the Corporation and to obtain additional information (ito the extent the Corporation possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the Company and the Guarantors are relying upon the truth and accuracy of the acknowledgements, representations, and agreements of any information furnished to the Purchaser set forth herein; (ii) none of or to which the Company, the Guarantors, or any person acting on behalf of the foregoing has made any statement, representation, or warranty, express or implied, to it with respect to the Company, the Guarantors, or the offer or sale of any Securities, other than the information included in the Disclosure PackagePurchaser had access. (f) The Purchaser is not relying on the Corporation or any of its affiliates with respect to an analysis or consideration of the terms of or economic considerations relating to an investment in the Common Stock. In regard to such considerations and analysis, the Purchaser has relied on the advice of, or has consulted with, its own advisors. Nothing herein shall limit the Corporation’s representations and warranties set forth in Section 3.1. (g) The Purchaser acknowledges and is aware that there are substantial restrictions on the transferability of the shares of Common Stock purchased hereunder. The Purchaser understands that such shares have not been registered under the Series B Notes 1933 Act and are “restricted securities” within the meaning of Rule 144 of the 1933 Act, and may not be sold, transferred, or otherwise disposed of without registration under the 1933 Act or an exemption therefrom. Furthermore, the Purchaser acknowledges that the shares of Common Stock purchased hereunder will bear a restrictive legend substantially to the effect set forth below, and the Purchaser covenants that, except to the extent such restrictions are waived by the Corporation, the Purchaser shall not transfer the shares of Common Stock purchased hereunder without complying with the restrictions on transfer described in the following form or otherwise as required pursuant to the Amended Indenturelegend endorsed on such certificate: “THIS NOTE HAS THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE FOLLOWING SENTENCECORPORATION HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRERThe Purchaser may transfer the shares of Common Stock purchased hereunder to any affiliate or affiliates of the Purchaser provided such transfer is not prohibited by any federal or state securities laws or any applicable banking law or regulation. (1h) REPRESENTS THAT The execution, delivery and performance by the Purchaser of this Agreement, purchase of the Funded Shares in the manner contemplated hereby, and the consummation of the transactions contemplated herein, will not (Ai) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A conflict with or constitute a material violation of, or material default (with the passage of time or the delivery of notice) under any law, administrative regulation, ordinance or judgment, order or decree of any court or other Governmental Authority binding upon the Purchaser or any of its property, or (ii) violate any of the provisions of the charter documents of the Purchaser; and no material consent, approval, authorization or order of, or filing or registration with any such person (including, without limitation, any such court or governmental agency or body) is required for the consummation of the Transactions by the Purchaser, except such as may be required under Regulation D under the 1933 Act or for a Rule 506 “QUALIFIED INSTITUTIONAL BUYERfederal covered security” under state securities laws and for the Required Approvals. (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACTi) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNTThe offer to purchase the Common Stock to be purchased hereunder was directly communicated to the Purchaser by the Corporation. At no time was the Purchaser presented with or solicited by any leaflet, newspaper or magazine article, radio, television, internet or email advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. (Bj) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” The Purchaser neither is nor will be obligated for any finder’s or broker’s fee or commission in connection with Transactions for which the Corporation would be responsible. (WITHIN THE MEANING OF RULE 501(ak) The Purchaser has valid commitments and arrangements so that by the Closing it will have sufficient funds to enable the Purchaser to pay the sums required to be paid by it to the Corporation or, if applicable, the escrow agent, pursuant to this Agreement, and otherwise to perform its obligations under this Agreement. (1)l) The Purchaser is organized, formed, or incorporated under (2), i) the laws of one of the states or territories of the United States of America or the District of Columbia or (3ii) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”), ORthe federal laws of the United States of America; and the Purchaser is domiciled in one of the states or territories of the United States of America or the District of Columbia.