Common use of Securities Act Representation Clause in Contracts

Securities Act Representation. The Investor represents and warrants that (please check one as appropriate): x (A) (i) it is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act (an Accredited Investor), (ii) it is acquiring the Subject Notes in reliance on an exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Regulation D thereunder and (iii) it is acquiring the Subject Notes (x) for its own account (and not for the account of any family or other trust, any family member or any other Person), (y) for the account of a trust that is an Accredited Investor and the signatory hereto is the trustee of such trust or (z) for one or more accounts, each of which is an Accredited Investor and the signatory hereto is an agent of each such account with express authority to execute this Agreement on behalf of each such account, and not with a view to any distribution, resale, subdivision or fractionalization thereof in violation of the Securities Act or any other applicable domestic or foreign securities law, and the Investor has no present plans to enter into any contract, undertaking, agreement or arrangement for any such distribution, resale, subdivision or fractionalization; provided that the Issuer acknowledges that the Class A Notes will be sold pursuant to a repurchase transaction entered on the Closing Date; or ¨ (B) (i) it is a person that is not a "U.S. person" as defined in Regulation S under the Securities Act, (ii) it is acquiring the Subject Notes in reliance on an exemption from registration pursuant to Regulation S and (iii) it is acquiring the Subject Notes for its own account or for one or more accounts, each of which is a non-U.S. person and as to each of which it exercises sole investment discretion.

Securities Act Representation. The As of the date hereof and the Closing Date, the Investor represents and warrants that it is (please check one as appropriate): x ): (Aa) (i) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act and it is acquiring the Subject Notes in reliance on an exemption from the registration requirements of the Securities Act and it is acquiring the Subject Notes for its own account or for one or more accounts, each of which is a qualified institutional buyer and as to each of which it exercises sole investment discretion; or _X_ (b) an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act (an "Accredited Investor"), (ii) and it is acquiring the Subject Notes in reliance on an exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Regulation D thereunder and (iii) it is acquiring the Subject Notes (xi) for its own account (and not for the account of any family or other trust, any family member or any other Person), (yii) for the account of a trust that is an Accredited Investor and the signatory hereto is the trustee of such trust or (ziii) for one or more accounts, each of which is an Accredited Investor and the signatory hereto is an agent of each such account with express authority to execute this Agreement on behalf of each such account, and not with a view to any distribution, resale, subdivision or fractionalization thereof in violation of the Securities Act or any other applicable domestic or foreign securities law, and the Investor has no present plans to enter into any contract, undertaking, agreement or arrangement for any such distribution, resale, subdivision or fractionalization; provided that the Issuer acknowledges that the Class A Notes will be sold pursuant to a repurchase transaction entered on the Closing Date; or ¨ or (Bc) (i) it is a person that is not a "U.S. person" as defined in Regulation S under the Securities Act, (ii) and it is acquiring the Subject Notes in reliance on an exemption from registration pursuant to Regulation S and (iii) it is acquiring the Subject Notes for its own account or for one or more accounts, each of which is a non-U.S. person and as to each of which it exercises sole investment discretion.

Securities Act Representation. The As of the date hereof, the Second Amendment Effective Date, and, to the extent that a Ramp-Up Period DWAC Increase Date occurs, each such Ramp-Up Period DWAC Increase Date, the Investor represents and warrants that it is (please check one as appropriate): x ): (Aa) (i) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and it is acquiring the Subject Notes in reliance on an "exemption from the registration requirements of the Securities Act and it is acquiring the Subject Notes for its own account or for one or more accounts, each of which is a qualified institutional buyer and as to each of which it exercises sole investment discretion; or _X_ (b) an “accredited investor" ” as defined in Rule 501(a) of Regulation D under the Securities Act (an “Accredited Investor”), (ii) and it is acquiring the Subject Notes in reliance on an exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Regulation D thereunder and (iii) it is acquiring the Subject Notes (xi) for its own account (and not for the account of any family or other trust, any family member or any other Person), (yii) for the account of a trust that is an Accredited Investor and the signatory hereto is the trustee of such trust or (ziii) for one or more accounts, each of which is an Accredited Investor and the signatory hereto is an agent of each such account with express authority to execute this Agreement on behalf of each such account, and not with a view to any distribution, resale, subdivision or fractionalization thereof in violation of the Securities Act or any other applicable domestic or foreign securities law, and the Investor has no present plans to enter into any contract, undertaking, agreement or arrangement for any such distribution, resale, subdivision or fractionalization; provided that the Issuer acknowledges that the Class A Notes will be sold pursuant to a repurchase transaction entered on the Closing Date; or ¨ or (Bc) (i) it is a person that is not a "“U.S. person" ” as defined in Regulation S under the Securities Act, (ii) and it is acquiring the Subject Notes in reliance on an exemption from registration pursuant to Regulation S and (iii) it is acquiring the Subject Notes for its own account or for one or more accounts, each of which is a non-U.S. person and as to each of which it exercises sole investment discretion.

Securities Act Representation. The Investor represents and warrants that (please check one as appropriate): x (A) (i) (a) it is an "“accredited investor" ” as defined in Rule 501(a) of Regulation D under the Securities Act (an Accredited Investor), (iib) it is acquiring the Subject Notes in reliance on an exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Regulation D thereunder and (iiic) it is acquiring the Subject Notes (x1) for its own account (and not for the account of any family or other trust, any family member or any other Person), (y2) for the account of a trust that is an Accredited Investor and the signatory hereto is the trustee of such trust or (z3) for one or more accounts, each of which is an Accredited Investor and the signatory hereto is an agent of each such account with express authority to execute this Agreement on behalf of each such account, and not with a view to any distribution, resale, subdivision or fractionalization thereof in violation of the Securities Act or any other applicable domestic or foreign securities law, and the Investor has no present plans to enter into any contract, undertaking, agreement or arrangement for any such distribution, resale, subdivision or fractionalization; provided that the Issuer acknowledges that the Class A Notes will be sold pursuant to a repurchase transaction entered on the Closing DateSecond Amendment and Restatement Date and (ii) it is a “qualified institutional buyer” as defined in Rule 144A (Rule 144A) under the Securities Act that is neither (a) a broker-dealer which owns and invests on a discretionary basis less than U.S.$25,000,000 in securities of issuers that are not affiliated persons of the dealer, nor (b) a plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan, if investment decisions with respect to the plan are made by beneficiaries of the plan, and it is acquiring the Subject Notes for its own account or for one or more accounts, each of which is a qualified institutional buyer and as to each of which it exercises sole investment discretion; or ¨ (B) (i) it is a person that is not a "“U.S. person" ” as defined in Regulation S under the Securities Act, (ii) it is acquiring the Subject Notes in reliance on an exemption from registration pursuant to Regulation S and (iii) it is acquiring the Subject Notes for its own account or for one or more accounts, each of which is a non-U.S. person and as to each of which it exercises sole investment discretion.

Securities Act Representation. The As of the date hereof, the Amendment and Restatement Date, and (if the Class A-2 Purchase Option is exercised in accordance with the Indenture) the Class A-2 Purchase Option Exercise Date, the Investor represents and warrants that it is (please check one as appropriate): x ): (Aa) (i) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and it is acquiring the Subject Notes in reliance on an "exemption from the registration requirements of the Securities Act and it is acquiring the Subject Notes for its own account or for one or more accounts, each of which is a qualified institutional buyer and as to each of which it exercises sole investment discretion; or X (b) an “accredited investor" ” as defined in Rule 501(a) of Regulation D under the Securities Act (an “Accredited Investor”), (ii) and it is acquiring the Subject Notes in reliance on an exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Regulation D thereunder and (iii) it is acquiring the Subject Notes (xi) for its own account (and not for the account of any family or other trust, any family member or any other Person), (yii) for the account of a trust that is an Accredited Investor and the signatory hereto is the trustee of such trust or (ziii) for one or more accounts, each of which is an Accredited Investor and the signatory hereto is an agent of each such account with express authority to execute this Agreement on behalf of each such account, and not with a view to any distribution, resale, subdivision or fractionalization thereof in violation of the Securities Act or any other applicable domestic or foreign securities law, and the Investor has no present plans to enter into any contract, undertaking, agreement or arrangement for any such distribution, resale, subdivision or fractionalization; provided that the Issuer acknowledges that the Class A Notes will be sold pursuant to a repurchase transaction entered on the Closing Date; or ¨ or (Bc) (i) it is a person that is not a "“U.S. person" ” as defined in Regulation S under the Securities Act, (ii) and it is acquiring the Subject Notes in reliance on an exemption from registration pursuant to Regulation S and (iii) it is acquiring the Subject Notes for its own account or for one or more accounts, each of which is a non-U.S. person and as to each of which it exercises sole investment discretion.