REPRESENTATIONS, WARRANTIES AND UNDERSTANDINGS OF THE NOTEHOLDER
The Noteholder hereby represents and warrants to the Company as follows:
2.01 Ownership. The Noteholder is the sole record holder and beneficial owner of the Note bearing its name as
payee. The Noteholder owns the Note free and clear of all liens, pledges, mortgages, charges, security interests or encumbrances of any kind whatsoever, except for certain participation interests in the Note sold to third parties. Except for any
loan participation agreements with respect to the Note, the Noteholder is not a party to any agreement or arrangement which will impose any such encumbrance upon the Note as a result of the transactions contemplated hereby.
2.02 Power and Authority; Enforceability. The Noteholder has the power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement constitutes a legal, valid, and binding obligation of the Noteholder, and is enforceable against the Noteholder in accordance with
2.03 Approvals. No consent, approval, authorization or order of any person, entity, court,
administrative agency or governmental authority is required for the execution, delivery or performance of this Agreement by the Noteholder.
2.04 Conflicts. The execution, delivery and performance of this Agreement by the Noteholder will not
(a) conflict with, or result in a breach of, or constitute a default under, or result in violation of, any agreement or instrument to which the Noteholder is a party or by which the property of the Noteholder is bound or (b) result in the
violation of any applicable law or order, judgment, writ, injunction, decree or award of any court, administrative agency or governmental authority.
2.05 Acquiring for Investment. The Noteholder is acquiring the Preferred Stock for its own account, for
investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act of 1933, as amended (the Securities Act). The Noteholder will not, directly or
indirectly, offer, sell, pledge or otherwise transfer its Preferred Stock, or any interest therein, except pursuant to transactions that are exempt from the registration requirements of the Securities Act and/or sales registered under the Securities
Act. The Noteholder understands and acknowledges that there is no public market for the Preferred Stock and it is unlikely that any public market will develop. There can be no assurance that the Noteholder will be able to sell or otherwise dispose
of the Preferred Stock. The Noteholder acknowledges that it must bear the economic risk of the Noteholders investment in the Preferred Stock indefinitely, unless the Preferred Stock is registered pursuant to the Securities Act and any
applicable state securities laws or an exemption from such registration is available, and that the Company has no present intention of registering any such Securities or any obligation to do so in the future.