Common use of Purchase for Investment; ERISA Clause in Contracts

Purchase for Investment; ERISA. (A) Each Purchaser, severally and not jointly, represents and warrants (i) that it has received all information necessary or appropriate to decide whether to acquire the Notes to be issued to it pursuant hereto, (ii) that it will acquire such Notes for its own account for investment and not for resale or distribution in any manner that would violate applicable securities laws, but without prejudice to its rights to dispose of such Notes or a portion thereof to a transferee or transferees, in accordance with such laws and Section 11.12 if at some future time it deems it advisable to do so, (iii) that it is an “accredited investor” as such term is defined in Regulation D of the Commission under the Securities Act and has such knowledge, skill and experience in business and financial matters, based on actual participation, that it is capable of evaluating the merits and risks of an investment in the Notes and the suitability thereof as an investment for such Purchaser, and can bear the economic risk of its investment in the Notes, and (iv) neither it nor anyone authorized by it to do so on its behalf (A) has directly or indirectly offered any beneficial interest or security (as defined in Section 2(a)(1) of the Securities Act) relating to the Notes for sale to, or solicited any offer to acquire any such interest or security from, or has sold any such interest or security to, any Person in violation of the registration provisions of the Securities Act, (B) has taken any action that would subject any such interest or security to the registration requirements of Section 5 thereof, or the registration or qualification provisions of any applicable blue sky or other securities law, and (C) will directly or indirectly make any such offer, solicitation or sale in violation of such registration provisions of the Securities Act, or the registration or qualification provisions of any applicable blue sky or other securities law. The acquisition of such Notes by each Purchaser at each purchase of notes hereunder shall constitute its confirmation of the foregoing representations and warranties. Each Purchaser understands that such Notes are being sold to it in a transaction which is exempt from the registration requirements of the Securities Act, and that, in making the representations and warranties contained in Section 4.13, the Borrower is relying, to the extent applicable, upon such Purchaser’s representations and warranties contained herein.

Purchase for Investment; ERISA. (A) Each Purchaser, severally and not jointly, represents and warrants (i) that it has received all information necessary or appropriate to decide whether to acquire the Notes to be issued to it pursuant hereto, (ii) that it will acquire such Notes for its own account for investment and not for resale or distribution in any manner that would violate applicable securities laws, but without prejudice to its rights to dispose of such Notes or a portion thereof to a transferee or transferees, in accordance with such laws and Section 11.12 if at some future time it deems it advisable to do so, (iii) that it is an “accredited investor” as such term is defined in Regulation D of the Commission under the Securities Act and has such knowledge, skill and experience in business and financial matters, based on actual participation, that it is capable of evaluating the merits and risks of an investment in the Notes and the suitability thereof as an investment for such Purchaser, and can bear the economic risk of its investment in the Notes, and (iv) neither it nor anyone authorized by it to do so on its behalf (A) has directly or indirectly offered any beneficial interest or security (as defined in Section 2(a)(1) of the Securities Act) relating to the Notes for sale to, or solicited any offer to acquire any such interest or security from, or has sold any such interest or security to, any Person in violation of the registration provisions of the Securities Act, (B) has taken any action that would subject any such interest or security to the registration requirements of Section 5 thereof, or the registration or qualification provisions of any applicable blue sky or other securities law, and (C) will directly or indirectly make any such offer, solicitation or sale in violation of such registration provisions of the Securities Act, or the registration or qualification provisions of any applicable blue sky or other securities law. The acquisition of such Notes by each Purchaser at each purchase of notes hereunder Closing shall constitute its confirmation of the foregoing representations and warranties. Each Purchaser understands that such Notes are being sold to it in a transaction which is exempt from the registration requirements of the Securities Act, and that, in making the representations and warranties contained in Section 4.13, the Borrower is relying, to the extent applicable, upon such Purchaser’s representations and warranties contained herein.

Purchase for Investment; ERISA. (Aa) Each Purchaser, severally and not jointly, Purchaser represents and warrants that such Purchaser (i) that it has received been furnished with all information necessary or appropriate to decide whether to acquire that such Purchaser has requested from the Notes Company for the purpose of evaluating the proposed acquisition of the New Securities to be issued to it such Purchaser pursuant hereto, (ii) that it is an "Accredited Investor" as defined in Rule 501 promulgated under the Securities Act and is able to bear the risk of losing such Purchaser's entire investment in the New Securities, (iii) will acquire such Notes New Securities for its such Purchaser's own account for investment and not for resale or with a view to distribution in any manner that would violate applicable securities laws, but without prejudice to its such Purchaser's rights to dispose of such Notes New Securities or a portion thereof to a transferee or transferees, in accordance with such laws and Section 11.12 if at some future time it such Purchaser deems it advisable to do so, (iiiiv) that it is an “accredited investor” as such term is defined in Regulation D of the Commission under the Securities Act and has such knowledge, skill knowledge and experience in financial and business and financial matters, based on actual participation, that it is matters as to be capable of evaluating the merits and risks of an such Purchaser's investment in the Notes New Securities and the suitability thereof as an investment for are making such Purchaser, and can bear the economic risk of its investment in reliance upon such knowledge and experience, (v) understands that there is no established trading market for the NotesNew Securities and, and (iv) neither in the absence of such an established trading market, it nor anyone authorized by it may not be possible to readily liquidate the New Securities in the event that such Purchaser wishes to do so on its behalf and (Avi) has directly or indirectly offered any beneficial interest or security (as defined in Section 2(a)(1) of understands that the New Securities Act) relating to the Notes for sale to, or solicited any offer to acquire any be purchased by such interest or security from, or has sold any such interest or security to, any Person in violation of the registration provisions of the Securities Act, (B) has taken any action that would subject any such interest or security to the registration requirements of Section 5 thereof, or the registration or qualification provisions of Purchaser have not been registered under any applicable blue sky securities laws and cannot be transferred in the absence of registration thereunder or other securities law, and (C) will directly or indirectly make any such offer, solicitation or sale in violation of such registration provisions of the Securities Act, or the registration or qualification provisions of any applicable blue sky or other securities lawan exemption therefrom. The acquisition of such Notes New Securities by each such Purchaser at each purchase of notes hereunder the Closing shall constitute its such Purchaser's confirmation of the foregoing representations and warranties. Each Purchaser understands that such Notes New Securities are being sold to it in a transaction which is exempt from the registration requirements of the Securities Act, and that, in making the representations and warranties contained in Section 4.135.8, the Borrower Company is relying, to the extent applicable, upon such Purchaser’s 's representations and warranties contained herein.

Purchase for Investment; ERISA. (Aa) Each Purchaser, severally You represent and not jointly, represents and warrants warrant (i) that it has received you have been furnished with all information necessary or appropriate to decide whether to acquire that you have requested for the purpose of evaluating your proposed acquisition of the Notes to be issued to it you pursuant hereto, (ii) that it you will acquire such Notes for its your own account for investment and not for resale or distribution in any manner that would violate applicable securities laws, but without prejudice to its your rights to dispose of such Notes or a portion thereof to a transferee or transferees, in accordance with such laws and Section 11.12 the Rights Agreement, if applicable, if at some future time it deems you deem it advisable to do so, (iii) that it is you are an “"accredited investor” ", as such term is defined in Regulation D of the Commission under the Securities Act Act, (iv) you can bear the economic risk of your investment in the Notes and has that you have such knowledge, skill knowledge and experience in and business and financial matters, based on actual participation, matters that it is you are capable of evaluating the merits and risks risk of an your investment in the Notes and (v) you have had an opportunity to ask questions and receive answers from the suitability thereof as an investment for such Purchaser, Company regarding the terms and can bear the economic risk of its investment in the Notes, and (iv) neither it nor anyone authorized by it to do so on its behalf (A) has directly or indirectly offered any beneficial interest or security (as defined in Section 2(a)(1) conditions of the Securities Act) relating to acquisition of the Notes for sale toand the business, or solicited any offer to acquire any such interest or security fromproperties, or has sold any such interest or security to, any Person in violation prospects and financial condition of the registration provisions of Company. You understand that the Securities Act, (B) has taken any action that would subject any such interest or security to Notes are characterized as "restricted securities" under the registration requirements of Section 5 thereof, or the registration or qualification provisions of any federal securities laws and applicable blue sky or other laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities lawmay be resold without registration under the Securities Act and such blue sky laws only in certain limited circumstances. In this connection, you represent that you familiar with SEC Rule 144, as presently in effect, and (C) will directly or indirectly make any such offer, solicitation or sale in violation of such registration provisions of understand the resale limitations imposed thereby and by the Securities Act, or the registration or qualification provisions of any applicable Act and such blue sky or other securities lawlaws. The acquisition of such Notes by each Purchaser you at each purchase of notes hereunder the Closing shall constitute its your confirmation of the foregoing representations and warranties. Each Purchaser understands that such Notes are being sold to it in a transaction which is exempt from the registration requirements of the Securities Act, and You understand that, in making the representations and warranties contained in Section 4.13section 6.2, the Borrower Company is relying, to the extent applicable, upon such Purchaser’s your representations and warranties contained herein.