Common use of Proceedings and Documents Clause in Contracts

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser you and its your special counsel, and such Purchaser you and its your special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser you or such special counsel they may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counselcounsel to the Purchasers, and such Purchaser and its special counsel to the Purchasers shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel to the Purchasers may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably requestrequest and shall receive such information as may be reasonably necessary to complete any Holder Forms.

Proceedings and Documents. All corporate and other organizational proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser you and its your special counsel, and such Purchaser you and its your special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser you or such special counsel they may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its such Purchaser's special counsel, and such Purchaser and its such Purchaser's special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such Purchaser's special counsel may reasonably request.

Proceedings and Documents. All corporate corporate, limited partnership, limited liability company and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate legal and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counselPurchaser, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other organizational proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its such Purchaser’s special counsel, and such Purchaser and its such Purchaser’s special counsel shall have received all such counterpart originals or certified or other copies of such documents documents, and any such certificate of a Responsible Officer of the Company as to the matters contemplated herein, as such Purchaser or such Purchaser’s special counsel may reasonably request. SECTION 5.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such the documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such each Purchaser and its special counsel, and such each Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special its counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser the Company and its special counselcounsel for the Company, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel they may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser the Purchasers and its special their counsel, and such Purchaser the Purchasers and its special their counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser the Purchasers or such special their counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement the Financing Agreements and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably requestrequest and shall receive such information as may be reasonably necessary to complete any Holder Forms.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such each Purchaser and its special counsel, and such Purchaser it and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser it or such special counsel they may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such each Purchaser and its special counsel, and such each Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such its special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counselacting reasonably, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate limited partnership and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents documents, certificates, financial information or consents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other similar proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to the reasonable satisfaction of such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement Agreement, the Subsidiary Guarantees and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its the Purchasers’ special counsel, and such Purchaser and its such special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its such Purchaser's special counsel, and such Purchaser and its such Purchaser's special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such Purchaser's special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement Agreement, the Subsidiary Guarantees and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate or limited liability company and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate limited liability company or limited partnership, as the case may be, and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate limited liability company and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions (including, without limitation, amendments to certain debt facilities of the Company) relating to determination of unencumbered borrowing base properties shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement the Financing Agreements and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel in their reasonable discretion shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser Noteholder and its such Noteholder's special counsel, and such Purchaser Noteholder and its such Noteholder's special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser Noteholder or such Noteholder's special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, acting reasonably, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and the other Note Documents and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate corporate, limited liability company and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by as of the execution of this Agreement and all documents and instruments incident to such transactions execution shall be reasonably satisfactory in substance and form to such Purchaser Purchasers and its their special counsel, and such Purchaser Purchasers and its their special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel they may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request. Section 4.12.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to such Purchaser Buyer and its special counsel, and such Purchaser Buyer and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser Buyer or such special its counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement in respect of the Closing and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser the Purchasers and its their special counsel, and such Purchaser the Purchasers and its their special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser it or such special counsel they may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counselcounsel with respect to the Closing, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement in respect of the Funding Date and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.. Sensient Technologies Corporation Note Purchase Agreement Section 5. Representations and Warranties of the Company. The Company represents and warrants to each Purchaser that:

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its such Purchaser’s special counsel, and such Purchaser and its such Purchaser’s special counsel shall have received all such counterpart originals or certified or other copies of such documents documents, and any such certificate of a Responsible Officer of the Company as to the matters contemplated herein, as such Purchaser or such Purchaser’s special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its the Purchasers’ special counsel, and such Purchaser and its the Purchasers’ special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other entity proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and or other organizational proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its such Purchaser’s special counsel, and such Purchaser and its such Purchaser’s special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such Purchaser’s special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Initial Purchaser and its special counselcounsel to the Initial Purchasers, and such Initial Purchaser and its such special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Initial Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request. SECTION 5.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its such Purchaser’s special counsel, and such Purchaser and its such Purchaser’s special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such Purchaser’s special counsel may reasonably request.

Proceedings and Documents. All corporate corporate, organizational and other proceedings in connection with the transactions contemplated by this Agreement (including, without limitation, the terms and provisions with respect to the Existing Unsecured Notes) and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such each Purchaser and its the Purchasers' special counsel, and such each Purchaser and its the Purchasers' special counsel shall have received all such counterpart originals or certified or other copies of such documents as such each Purchaser or such special counsel to the Purchasers' may reasonably request.

Proceedings and Documents. All corporate corporate, Bankruptcy Court and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and or its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings taken in connection with the transactions contemplated by this Agreement and all documents and instruments incident necessary to such transactions the consummation thereof shall be reasonably satisfactory in form and substance to such the Purchaser and its the Purchaser’s special counsel, and such the Purchaser and its the Purchaser’s special counsel shall have received all such counterpart originals or certified or other copies of such documents as such the Purchaser or such special counsel they may reasonably request.

Proceedings and Documents. All corporate corporate, limited partnership and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such and its special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement Transactions and all documents and instruments incident to such transactions and the terms thereof, shall be reasonably satisfactory to such Purchaser and its the Purchasers' special counsel, and such Purchaser and its the Purchasers' special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser it or such special counsel they may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement Contemplated Transactions and all documents and instruments incident to such transactions shall be satisfactory to such each Purchaser and its such Purchaser's special counsel, and such each Purchaser and its such Purchaser's special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser it or such special counsel they may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such the Purchaser and its special counsel, and such the Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel they may reasonably request.

Proceedings and Documents. All corporate and limited liability company, as applicable, and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special its counsel may reasonably request.

Proceedings and Documents. All partnership, corporate and other proceedings in connection with the transactions contemplated by this Agreement the Financing Documents and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its the Purchasers’ special counsel, and such Purchaser and its such special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate corporate, trust and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special its counsel may reasonably request. 5.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counselcounsel in their respective reasonable discretion, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel they may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counselPurchaser, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other organizational proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counselcounsel to the Purchasers, and such Purchaser and its special counsel to the Purchasers shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel to the Purchasers may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and the other Transaction Documents, and all documents and instruments incident to such transactions and the terms thereof, shall be reasonably satisfactory to such Purchaser and its such Purchaser’s special counsel, and such Purchaser and its the Purchaser’s special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser it or such special counsel they may reasonably request.

Proceedings and Documents. All legal and corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be in form and substance reasonably satisfactory to such the Purchaser and its special counselthe Purchaser's counsel (including counsel to the Special Committee), and such the Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions as such the Purchaser or such special reasonably requests, in form and substance as to certification and otherwise reasonably satisfactory to the Purchaser and the Purchaser's counsel may reasonably request(including counsel to the Special Committee).

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement the Financing Agreements and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser the Purchasers and its the Purchasers’ special counsel, and such Purchaser the Purchasers and its the Purchasers’ special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser the Purchasers or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its such Purchaser’s special counsel, and such Purchaser and its such Purchaser’s special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such Purchaser’s special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser the Purchasers and its their special counsel, and such Purchaser the Purchasers and its their special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser the Purchasers or such their special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counselcounsel with respect to such Closing, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement the Financing Agreements and all documents and instruments incident to such transactions shall be satisfactory to each such Purchaser and its special counselcounsel to each such Purchaser, and each such Purchaser and its special counsel to the Purchasers shall have received all such counterpart originals or certified or other copies of such documents as each such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counselSpecial Counsel, and such Purchaser and its special counsel Special Counsel shall have received an original executed counterpart of this Agreement, and all such other counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel Special Counsel may reasonably request.

Proceedings and Documents. All corporate trust and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably requestrequest and shall receive such information as may be reasonably necessary to complete any Holder Forms.

Proceedings and Documents. All corporate legal and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement the Financing Agreements and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate corporate, organizational and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and the Mortgage Indenture and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its such Purchaser’s special counsel, and such Purchaser and its such Purchaser’s special counsel shall have received all such counterpart originals or certified or other copies of such documents documents, and any such certificate of a Responsible Officer of the Company as to the matters contemplated herein, as such Purchaser or such Purchaser’s special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement the Financing Agreements and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request. SECTION 5.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its Purchasers' special counsel, and such Purchaser and its Purchasers' special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such Purchaser's special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counselPurchaser, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.. Representations and Warranties of the Company. The Company represents and warrants to each Purchaser that, as of the date of this Agreement:

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request. SECTION 5.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its such Purchaser's special counsel, and such Purchaser and its such Purchaser's special counsel shall have received all such counterpart originals or certified or other copies of such documents documents, and any such certificate of a Responsible Officer of the Company as to the matters contemplated herein, as such Purchaser or such Purchaser's special counsel reasonably may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser each Noteholder and its special counsel, and such Purchaser Noteholder and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser Noteholder or such special its counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser the Purchasers and its their special counsel, and such Purchaser the Purchasers and its their special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel any of them may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and the other Note Documents and all documents and instruments incident to all such transactions shall be reasonably satisfactory to such Purchaser and its such Purchaser’s special counsel, and such Purchaser and its such Purchaser’s special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such Purchaser’s special counsel may reasonably request.

Proceedings and Documents. All corporate corporate, organizational and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such each Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.counterpart

Proceedings and Documents. All corporate corporate, trust and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counselcounsel to the Purchasers, and such Purchaser and its special counsel to the Purchasers shall have received all such counterpart originals or certified or other copies of such documents documents, and any such certificate of a Responsible Officer of the Company as to the matters contemplated herein, as such Purchaser or such special counsel to the Purchasers may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser Noteholder and its special counsel, and such Purchaser Noteholder and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser Noteholder or such special counsel may reasonably request.

Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement greement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel they may reasonably request.