Common use of Representations of the Guarantor Clause in Contracts

Representations of the Guarantor. The Guarantor represents, warrants, acknowledges and agrees for the benefit of the other parties hereto as follows: a. the Guarantor (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits, risks and suitability of the transactions contemplated hereby, (ii) is able to bear the risk of an entire loss of its investment in the Bridgeburg Shares, and (iii) is consummating the transactions contemplated hereby with a full understanding of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks; b. the Guarantor has evaluated the merits and risks of the transaction contemplated hereby based exclusively on its own independent review and consultations with such investment, legal, tax, accounting and other advisers as he deemed necessary. The Guarantor has made his own decision concerning the transactions contemplated hereby without reliance on any representation or warranty of, or advice from, the other parties hereto; and c. the Guarantor is financially sophisticated and understands that the Bridgeburg Shares have not been registered under the securities laws of any jurisdiction and may only be transferred pursuant to registration or an applicable exemption under all applicable laws. The Guarantor will acquire the Bridgeburg Shares for his own account, for the purpose of investment only and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable law. The Guarantor has not, directly or indirectly, offered the Bridgeburg Shares to anyone or solicited any offer to buy the Bridgeburg Shares from anyone, so as to bring such offer and sale of the Bridgeburg Shares by the Guarantor within the registration requirements of the securities laws of any jurisdiction.

Representations of the Guarantor. The Guarantor representshereby represents to the Company, warrantsby way of an independent promise of guarantee (selbständiges Garantieversprechen) pursuant to § 311 para. 1 BGB, acknowledges that the statements set out in paragraph (D) of the Preamble and agrees in § 8.1 to § 8.9 below are true and correct as of the Signing Date and will be true and correct as of the Subscription Certificate Release Time. 8.1 The Guarantor is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as currently conducted. 8.2 No insolvency or composition proceedings have been commenced in respect of the assets of the Guarantor and no circumstances exist which would require an application for the benefit commencement of such proceedings or which would justify an avoidance of this Agreement under applicable insolvency or composition regulations. 8.3 The Guarantor has the corporate capacity to enter into, and perform its obligations under, this Agreement and this Agreement has been duly authorized by the Guarantor. 8.4 This Agreement has been duly and validly executed by the Guarantor and constitutes legal, valid and binding obligations of the Guarantor, enforceable against it in accordance with its terms. 8.5 All consents, approvals, authorizations or other parties hereto as follows:actions required under applicable law and regulations for, or in connection with, the execution of this Agreement and the performance by the Guarantor of its obligations under this Agreement, have been unconditionally obtained and are in full force and effect and no notice to, filing with or exemption or review by any Governmental Authority having jurisdiction over the Guarantor is necessary for the consummation by the Investor of the transactions contemplated by this Agreement. a. 8.6 As at the Signing Date, there is no lawsuit, investigation or proceeding pending or, to the best of the Guarantor’s knowledge, threatened against the Guarantor before any court, arbitral body or governmental authority which in any manner challenges or seeks to prevent, alter or materially delay the transactions contemplated by this Agreement. 8.7 The Investor has available cash or available loan facilities which will, on the Subscription Certificate Release Time, provide, in immediately available funds, the cash resources necessary to pay the Aggregate Issue Price; and, in the case of loan facilities, they involve no material pre-conditions and the Investor will be able to satisfy all conditions of drawdown to such loan facilities on or prior to the Subscription Certificate Release Time (except, for the avoidance of doubt, the satisfaction of any conditions of drawdown that are outside the Investor’s or Guarantor’s control). The Investor has no reason to believe that any such condition precedent will not be fulfilled prior to the Subscription Certificate Release Time. 8.8 Neither the Guarantor, any of its subsidiaries, nor any party acting with their knowledge and/or approval on behalf or for the account of any of them has, within a period of 15 Frankfurt Stock Exchange trading days prior to the Signing Date, engaged in any trading activities involving shares of the Company (including any derivative and hedging transactions involving such shares) which might reasonably be expected to exercise downward pressure on the otherwise prevailing market prices of the Company’s shares; further, the Guarantor (i) has such knowledge and experience in after consultation with any financial and business matters as to be capable of evaluating the merits, risks and suitability of the transactions contemplated hereby, (ii) is able to bear the risk of an entire loss of its investment in the Bridgeburg Shares, and (iii) is consummating the transactions contemplated hereby with a full understanding of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks; b. the Guarantor has evaluated the merits and risks of the transaction contemplated hereby based exclusively on its own independent review and consultations with such investment, legal, tax, accounting and other advisers as he deemed necessary. The Guarantor has made his own decision concerning the transactions contemplated hereby without reliance on any representation or warranty of, or advice from, the other parties hereto; and c. the Guarantor is financially sophisticated and understands that the Bridgeburg Shares have not been registered under the securities laws of any jurisdiction and may only be transferred pursuant to registration or an applicable exemption under all applicable laws. The Guarantor will acquire the Bridgeburg Shares for his own account, institution which provides financing for the purpose of investment only and not with a view tofunding the Aggregate Issue Price, or for sale has no reason to believe that any such financial institution has engaged in such trading activities in connection withwith the providing of finance for the Aggregate issue Price, any distribution thereof and (ii) has no reason to believe that IPIC has engaged in violation of applicable law. such trading activities. 8.9 The Guarantor has not, directly information provided by or indirectly, offered the Bridgeburg Shares to anyone or solicited any offer to buy the Bridgeburg Shares from anyone, so as to bring such offer and sale on behalf of the Bridgeburg Shares by Guarantor and IPIC to The Committee of Foreign Investment in the Guarantor within the registration requirements of the securities laws of any jurisdictionUnited States is true and correct in all material aspects.