Each Affiliated Holder represents to the Offerors that it: (i) is knowledgeable, sophisticated and experienced in business and financial matters; (ii) is able to bear the economic risk of such person’s investment in the Term Loans and New PIK Subordinated Notes; and (iii) is an “accredited investor” (as defined in Rule 501(a) under the Securities Act) or a non-U.S. person (as defined in Regulation S under the Securities Act) outside of the United States.