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

Representations, Warranties and Agreements of the Purchasers. Each Purchaser hereby represents and warrants to, and agrees with, the Issuer that: (1) The Purchaser understands that the Note purchased by it has not been registered under the Securities Act or the securities laws of any State and, if the Note is not then registered under applicable federal and State securities law (which registration the Issuer is not obligated to effect), it will not offer to sell, transfer or otherwise dispose of the Note or any portion thereof except in a transaction which is exempt from such registration. (2) The Purchaser is acquiring the Note for its own account, and not as a nominee for any other Person, and the Purchaser is not acquiring the Note with a view to or for sale or transfer in connection with any distribution of the Note under the Securities Act, but subject, nevertheless, to the condition that all dispositions of its property shall at all times be within its control. (3) The Purchaser is an institutional “accredited investor” of the type described in clause (1) of Section 501(a) of Regulation D under the Securities Act. (4) The Purchaser is not acquiring the Note with the assets of a Benefit Plan Investor. (5) Neither the Purchaser nor any Person acting on its behalf has offered to sell the Note by any form of general solicitation or general advertising. The Purchaser has not offered the Note in any manner that would render the issuance and sale of the Note a violation of the Securities Act, or require registration pursuant thereto, nor has it authorized nor will it authorize any person to act in such manner.

Representations, Warranties and Agreements of the Purchasers. Each Purchaser hereby represents and warrants to, and agrees with, the Issuer that: (1) The Purchaser understands that the Note purchased by it has not been registered under the Securities Act or the securities laws of any State and, if the Note is not then registered under applicable federal and State securities law (which registration the Issuer is not obligated to effect), it will not offer to sell, transfer or otherwise dispose of the Note or any portion thereof except in a transaction which is exempt from such registration. (2) The Purchaser is acquiring the Note for its own account, and not as a nominee for any other Person, and the Purchaser is not acquiring the Note with a view to or for sale or transfer in connection with any distribution of the Note under the Securities Act, but subject, nevertheless, to the condition that all dispositions of its property shall at all times be within its control. (3) The Purchaser is an institutional “"accredited investor” " of the type described in clause (1) of Section 501(a) of Regulation D under the Securities Act. (4) The Purchaser is not acquiring the Note with the assets of a Benefit Plan Investor. (5) Neither the Purchaser nor any Person acting on its behalf has offered to sell the Note by any form of general solicitation or general advertising. The Purchaser has not offered the Note in any manner that would render the issuance and sale of the Note a violation of the Securities Act, or require registration pursuant thereto, nor has it authorized nor will it authorize any person to act in such manner.

Representations, Warranties and Agreements of the Purchasers. Each Purchaser hereby represents and warrants to, and agrees with, the Issuer that: (1) The Purchaser understands that the Note purchased by it has not been registered under the Securities Act or the securities laws of any State and, if the Note is not then registered under applicable federal and State securities law (which registration the Issuer is not obligated to effect), it will not offer to sell, transfer or otherwise dispose of the Note or any portion thereof except in a transaction which is exempt from such registration. (2) The Purchaser is acquiring the Note for its own account, and not as a nominee for any other Person, and the Purchaser is not acquiring the Note with a view to or for sale or transfer in connection with any distribution of the Note under the Securities Act, but subject, nevertheless, to the condition that all dispositions of its property shall at all times be within its control. (3) The Purchaser is an institutional “"accredited investor” " of the type described in clause (1) of Section 501(a) of Regulation D under the Securities Act. (4) The Purchaser is not acquiring the Note with the assets of a Benefit Plan Investor. (5) Neither the Purchaser nor any Person acting on its behalf has offered to sell the Note by any form of general solicitation or general advertising. The Purchaser has not offered the Note in any manner that would render the issuance and sale of the Note a violation of the Securities Act, or require registration pursuant thereto, nor has it authorized nor will it authorize any person to act in such manner. (6) Either (a) the Purchaser is not and will not become for U.S. federal income tax purposes a partnership, Subchapter S corporation or grantor trust (each such entity a "flow-through entity") or (b) if the Purchaser is or becomes a flow-through entity, then (x) none of the direct or indirect beneficial owners of any of the interests in the Purchaser have or ever will have all or substantially all the value of its interest in the Purchaser attributable to the interest of the Purchaser in any Note, any other interest (direct or indirect) in the Issuer, or any interest created under the Indenture and (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Purchaser in any Note to permit any partnership to satisfy the 100 partner limitation of section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be classified as a publicly traded partnership under the Code. (7) The Purchaser is not acquiring and will not sell, transfer, assign, participate, pledge or otherwise dispose of any Note(s) (or interest therein) or cause any Note(s) (or interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b) of the Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations. (8) The Purchaser will not sell, assign, transfer or otherwise convey any participating interest in any Note or any financial instrument or contract the value of which is determined by reference in whole or in part to any Note.