Common use of Representations, Warranties and Covenants of Bank Clause in Contracts

Representations, Warranties and Covenants of Bank. Bank hereby represents on the date hereof: (a) it is not entering into this Letter Agreement to create actual or apparent trading activity in the Common Stock (or any security convertible into or exchangeable for Common Stock), and, as a result of entering into this Letter Agreement and performance of its obligations hereunder, it has not and will not directly violate any applicable law, rule or regulation (including, without limitation, the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder); (b) it and its affiliates have implemented reasonable policies and procedures, taking into consideration the nature of the business, to ensure that individuals making investment decisions with respect to Common Stock pursuant to this Letter Agreement would not violate laws prohibiting trading on the basis of material nonpublic information; (c) it shall pay all expenses relating to the transfer of the shares of Common Stock constituting the Settlement Number, including but not limited to any stamp duty, stock exchange tax or local tax, settled through DTC, and it shall cause delivery of any such shares on a delivery versus payment basis; and CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BOXES AND ASTERISKS DENOTE SUCH OMISSION. (d) it will convey, and, on any date that it delivers shares of Common Stock constituting the Settlement Number, represents that it has conveyed good title to the shares it is required to deliver, free from (i) any lien, charge, claim or other encumbrance (other than a lien routinely imposed on all securities by DTC) and any other restrictions whatsoever (excluding any restrictions under the Securities Act) (ii) any and all restrictions that any sale, assignment or other transfer of such shares be consented to or approved by any person or entity, including without limitation, the Company or any other obligor thereon, (iii) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such shares, and (iv) any requirement of the delivery of any certificate, approval, consent, agreement, opinion of counsel, notice or any other document of any person or entity to the Company, any other obligor on or any registrar or transfer agent for, such shares, prior to the sale, pledge, assignment or other transfer of such shares. Bank also represents that the shares of Common Stock constituting the Settlement Number shall be properly in book-entry form.