Common use of Privately Negotiated Exchange Clause in Contracts

Privately Negotiated Exchange. The Undersigned and each Holder acknowledges that the terms of the Exchange have been mutually negotiated between the Undersigned (for itself and on behalf of each Holder) and the Company. The Undersigned was given a meaningful opportunity to negotiate the terms of the Exchange on behalf of itself and each Holder. Each Holder’s participation in the Exchange was not conditioned by the Company on such Holder’s exchange of a minimum principal amount of Exchanged Notes. The Undersigned and each Holder acknowledges that it had a sufficient amount of time to consider whether to participate in the Exchange and that neither the Company nor OpCo has placed any pressure on the Undersigned or any Holder to respond to the opportunity to participate in the Exchange. The Undersigned and each Holder acknowledges that it did not became aware of the Exchange through any form of general solicitation or advertising within the meaning of Rule 502 under the Securities Act.