The undersigned hereby represents and warrants to LoanCore Capital Markets LLC (the “Company”) as follows (please check boxes for those items that apply to you):
It is the beneficial owner, or is acting on behalf of a beneficial owner, of the Issuers’ 6.875% Senior Notes due 2020 (the “Notes”) in the amount set forth below.zz
It is (i) a “qualified institutional buyer” (or “QIB”) within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) (a) not a “U.S. person” as contemplated by Rule 903(a)(1) of Regulation S under the Securities Act or (b) a dealer or other professional fiduciary organized, incorporated or (if an individual) resident in the U.S. holding a discretionary account or similar account (other than an estate or trust) for the benefit or account of a non-U.S. person, as contemplated by Rule 903(a)(1) of Regulation S under the Securities Act or (iii) an accredited investor as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act (any such person satisfying the description of (i), (ii) or (iii), a “Qualifying Prospective Purchaser”), and, in the case of each of (i), (ii) and (iii), is considering acquiring any of the Notes for its own account or for a discretionary account or accounts on behalf of one or more Qualifying Prospective Purchasers (as to which it has been instructed and has the authority to make the statements contained herein).
It is a reputable securities analyst who regularly covers or intends to cover the Issuers and the Notes, or is a reputable market maker who regularly makes or intends to make a market in the Notes.
It is a broker or dealer registered under the Securities Exchange Act of 1934, as amended.
It is a lender or administrative agent for any financing arrangements that either of the Issuers are a party to
The undersigned understands that it is providing the information contained herein solely for purposes of enabling the Issuers to determine whether the undersigned should receive access to the password protected online data system (the “Secured System”) on which the Issuers provides annual and quarterly reports and certain other information relating to their business, in accordance with the indenture relating to the Notes.
The undersigned also understands that the Issuers expressly reserve the right to deny or revoke access to any person at their discretion if the Issuers are not satisfied that such person meets the stated requirements.
The undersigned represents and warrants that it is not a competitor of the Issuers or a person working on behalf of, or advising, a competitor of the Issuers and is not seeking access to the Secured System for the purpose of obtaining information in order to compete with the Issuers.
The undersigned agrees that (1) it will not copy, reproduce or retransmit any part of the documents contained on the Secured System or transmitted through the Issuers’ periodic conference calls, (2) it will not distribute or transmit any part of such materials or disclose any of their contents to anyone other than, if applicable, the aforementioned beneficial owners on whose behalf the undersigned is acting and (3) it will notify the Issuers if any of the representations it makes in this letter cease to be correct.