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(a) Assuming the correctness of the representations and agreements of the Buyer in Section 7.2, each Lessee
represents that it is a Qualified Purchaser.
(b) Each Lessee understands and agrees that, if in the future it decides to sell, transfer, assign, pledge or
otherwise dispose of in whole or in part (each, a “ Transfer ”) its interest in the Deferred Purchase Price Amount or the Contingent
Purchase Price (collectively, the “ Buyer Obligations ”), such Lessee will only Transfer such Buyer Obligations to a Qualified
Purchaser (it being understood and agreed that any subsequent Transfers of such Buyer Obligations shall only be made to a Qualified
Purchaser).
(c) Each Lessee is acquiring the Buyer Obligations for its own account, for investment purposes only and not
with a view to distribute or resell such Buyer Obligations in whole or in part.
(d) Each Lessee was offered the Buyer Obligations through private negotiations, not through any general
solicitation or general advertising, or through any solicitation by a person not previously known to such Lessee in connection with
investments generally.
(e) Each Lessee has such knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of its investment in the Buyer Obligations and is able to bear such risks, and has obtained, in its
judgment, sufficient information from the Buyer or its authorized representatives to evaluate the merits and risks of such investment.
Each Lessee has evaluated the risks of investing in the Buyer Obligations and has determined that the Buyer Obligations is a suitable
investment for it. Each Lessee can afford a complete loss of the investment in the Buyer Obligations and can afford to hold the
investment in the Buyer Obligations for an indefinite period of time.
(f) Assuming the correctness of the representations and agreements of the Buyer in Section 7.2, if any Lessee
would be an “investment company” under the Investment Company Act but for the exceptions provided by section 3(c)(1) or 3(c)(7)
thereof, then it hereby: (i) represents and warrants that it has obtained the consent to its treatment as a Qualified Purchaser from the
appropriate beneficial owners of its securities in accordance with the requirements of Section 2(a)(51)(C) of, and Rule 2a51-2
promulgated under, the Investment Company Act; (ii) consents to the treatment of the Buyer as a Qualified Purchaser; and (iii)
represents and warrants that it has obtained the consent to such treatment from the appropriate beneficial owners of its securities in
accordance with the requirements of Section 2(a)(51)(C) of, and Rule 2a51-2 promulgated under, the Investment Company Act.
SECTION 7.2 Representations and Agreements of the Buyer . The Buyer makes the representations and warranties in
Section 7.2(a), (c), (d), (e) and (f) to the Lessees as of the Lease Closing Date and as of the Amendment Closing Date and makes the
agreements in Section 7.2(b) and (f) from the Lease Closing Date to the Final Settlement Date.
(a) Assuming the correctness of the representations and agreements of the Lessees in Section 7.1, the Buyer
represents that it is a Qualified Purchaser.
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