Common use of Sophisticated Party Clause in Contracts

Sophisticated Party. Lender (i) is a sophisticated seller with respect to the transfer of the Assigned Loan, (ii) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the transfer of the Assigned Loan, (iii) is represented by an attorney of its choice in connection with this transaction, and (iv) has independently and without reliance upon the Company, and based on such information as Lender has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Lender has relied upon the Company’s express representations, warranties, and covenants in this Agreement. Lender acknowledges that the Company has not given Lender any investment advice, credit information, or opinion on whether the transfer of the Assigned Loan is prudent. Lender further acknowledges that (i) the Company currently has information with respect to the Assigned Loan or the Company and its affiliates that is not known to Lender and that may be material to a decision to transfer the Assigned Loan including, without limitation, material nonpublic information relating to strategic transactions, financial condition and results of operation of the Company or any of its affiliates (“Lender Excluded Information”), (ii) Lender has determined to transfer the Assigned Loan notwithstanding its lack of knowledge of the Lender Excluded Information and (iii) the Company shall have no liability to Lender, and Lender waives and releases any claims that it may have against the Company or any of the Company’s affiliates whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Lender Excluded Information in connection with the transactions contemplated hereby; provided, however, that the Lender Excluded Information shall not and does not affect the truth or accuracy of the Company’s representations or warranties in this Agreement.

Sophisticated Party. Lender (i) is a sophisticated seller with respect to the transfer of the Assigned Loan, (ii) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the transfer conversion of the Assigned LoanPromissory Note, (iiiii) is represented by an attorney of its choice in connection with this transaction, and (iviii) has independently and without reliance upon the Company, and based on such information as Lender has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Lender has relied upon the Company’s express representations, warranties, and covenants in this Agreement. Lender acknowledges that the Company has not given Lender any investment advice, credit information, or opinion on whether the transfer conversion of the Assigned Loan Promissory Note is prudent. Lender further acknowledges that (i) the Company currently has information with respect to the Assigned Loan or the Company and its affiliates that is not known to Lender and that may be material to a decision to transfer conversion of the Assigned Loan Promissory including, without limitation, material nonpublic information relating to strategic transactions, financial condition and results of operation of the Company or any of its affiliates (“Lender Excluded Information”), (ii) Lender has determined to transfer convert the Assigned Loan Promissory Note notwithstanding its lack of knowledge of the Lender Excluded Information and (iii) the Company shall have no liability to Lender, and Lender waives and releases any claims that it may have against the Company or any of the Company’s affiliates whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Lender Excluded Information in connection with the transactions contemplated hereby; provided, however, that the Lender Excluded Information shall not and does not affect the truth or accuracy of the Company’s representations or warranties in this Agreement.

Sophisticated Party. Lender The Seller (i) is a sophisticated seller entity familiar with respect transactions similar to the transfer of the Assigned Loanthose contemplated by this Agreement, (ii) has adequate information concerning the business and financial condition of the Company FNL to make an informed decision regarding the sale or transfer of the Assigned Loan, (iii) is represented by an attorney of its choice in connection with this transactionShares, and (iviii) has independently and without reliance upon the CompanyPurchaser or FNL (other than reliance on FNL’s and Purchaser’s express representations herein), and based on such information and the advice of such advisors as Lender the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that none of the Purchaser, except that Lender has relied upon FNL, or their respective affiliates is acting as a fiduciary or financial or investment adviser to the Company’s express representations, warrantiesSeller, and covenants in this Agreement. Lender acknowledges that the Company has not given Lender the Seller any investment advice, credit information, advice or opinion on whether the sale or transfer of the Assigned Loan Shares is prudent. Lender further The Seller acknowledges that (ia) the Company Purchaser currently has may have, and later may come into possession of, information with respect to the Assigned Loan or the Company and its affiliates FNL that is not known to Lender the Seller and that may be material to a decision to sell or transfer the Assigned Loan includingShares, which, for the avoidance of doubt, may include, without limitation, material nonpublic information relating any market share data, marketing plans, licenses, contract information, business plans (including with respect to mergers, acquisitions, dispositions, liquidity events, financings (equity or debt), joint ventures or other strategic transactionsalternatives), financial condition forecasts, historical financial data, notice of any intention by FNL to file a registration statement, valuations, capitalization information, budgets and results of operation of the Company or any of its affiliates other business information (“Lender Seller Excluded Information”); (b) except for the information disclosed by FNL and/or the Purchaser in connection with their representations made herein, (ii) Lender the Seller has determined not requested and does not wish to transfer the Assigned Loan notwithstanding its lack of knowledge of the Lender receive Seller Excluded Information and (iii) from the Company shall have no liability to LenderPurchaser, and Lender the Seller hereby waives and releases (and agrees that it shall not, and shall cause its affiliates and representatives to not, directly or indirectly, assert, make, assist, pursue or prosecute) any claims that it may the Seller might have against the Company or any of the Company’s affiliates Purchaser and FNL, whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Lender Seller Excluded Information in connection with the transactions sale or transfer of the Shares and the Transaction contemplated herebyby this Agreement; provided(c) Seller Excluded Information may be indicative of a value of the Shares that is substantially greater than the Purchase Price (or that such value may significantly appreciate over time), howeveror otherwise adverse to the Seller’s interest, and, therefore, Seller Excluded Information might be material to the Seller’s decision to sell or transfer the Shares; (d) there is a potential disadvantage to which the Seller is subject on account of a possible disparity of information as between the Purchaser and the Seller; and (e) notwithstanding the Seller’s lack of knowledge of Seller Excluded Information, the Seller has determined to sell or transfer the Shares based on the Seller’s own investigation of FNL and the advice of the Seller’s advisors recognizing the possible unequal knowledge position of the Purchaser and the Seller. The Seller understands that the Lender Excluded Information shall not Purchaser will rely on the accuracy and does not affect the truth or accuracy of the Company’s representations or warranties in this Agreementforegoing representations, and the Seller hereby consents to such reliance.