Common use of Agreements of the Consenting Noteholders Clause in Contracts

Agreements of the Consenting Noteholders. Subject to the terms and conditions of this Agreement, each Consenting Noteholder in its capacity as a holder of Notes (and where expressly referenced as a shareholder of the Company, as such), severally and not jointly, hereby agrees to: (a) support the Recapitalization pursuant to the terms and conditions set forth herein and: (x) subject to the approval by the CNV of the Offering Documents pursuant to Section 2(b) hereof, (i) participate in and exchange all of such Consenting Noteholder’s Notes and Deferred Interest Payment Rights for Class B Preferred Shares pursuant to the terms of the Class B Exchange Offer and the related Offering Documents; (ii) submit the required consent to the amendments to the Indenture pursuant to the terms of the Consent Solicitation and the related Offering Documents with respect to all of such Consenting Noteholder’s Notes; and (iii) to the extent that a meeting of holders of the Notes is held in respect thereto, to vote to approve and consent to the proposed amendments to the Indenture set forth in the Consent Solicitation and in the related Offering Documents with respect to all of such Consenting Noteholder’s Notes; and (y) (i) by its execution of this Agreement, to consent to any waiver of the terms of the Indenture that would be required to permit the Company to incur Liens to secure its principal obligations of up to US$2.0 million under the Private Notes (plus any interest that may accrue thereon and any other obligations of the Company under the Private Notes); provided that the value of the collateral subject to such Liens may exceed the aggregate amount of the obligations of the Company under the Private Notes, and to enter into the related documentation; (ii) execute and deliver, or instruct its DTC participant to execute and deliver, any and all documents required to reflect such consent to a waiver; (iii) waive any Event of Default under the Indenture and its consequences that occurs solely as a result of the Company’s incurrence of Liens to secure its obligations under the Private Notes, including any Event of Acceleration arising therefrom, that may occur notwithstanding the Consenting Noteholders’ compliance with the other provisions of this Agreement; (iv) not exercise any rights or remedies that may be available to any Consenting Noteholder under the Notes or the Indenture as a result of the Company’s incurrence of Liens to secure obligations under the Private Notes; (v) to the extent that a meeting of holders of the Notes is held in respect thereto, to vote to approve and consent to the waiver referred to in clause (iii) above, with respect to all of such Consenting Noteholder’s Notes; and (vi) take any other action as may be required in order for the issuance of the Private Notes and the grant of the Liens securing the Private Notes in compliance with this Agreement not to constitute a continuing default or event of default under the Indenture or result in the acceleration of any amounts owing by the Company under the Indenture; (b) not, directly or indirectly, through any person or entity, take any action that would reasonably be expected to materially prevent, interfere with, delay or impede, consummation of the transactions contemplated by this Agreement; (c) comply with each of the covenants and conditions set forth in the Interest Deferral Agreement; (d) support all transactions contemplated hereby, including, if such Consenting Noteholder is a direct and/or indirect shareholder of the Company, to the extent legally permitted, by voting at any shareholders’ meeting (and by causing any of its Affiliates who are holders of the Company’s equity interests to vote) any directly or indirectly held equity interests in favor of the Public Offerings, the Class C Preferred Offering and the Consent Solicitation, each on the terms and conditions described herein and set forth on Exhibit B hereto; (e) not to exercise, transfer, sell or by any means dispose of (and to cause any of its Affiliates not to exercise, transfer, sell or by any means dispose of) any preemptive rights such Consenting Noteholder and/or its Affiliates may have or obtain, now or in the future, to subscribe for and purchase any class of Preferred Shares pursuant to the Preemptive Rights Offerings or any preemptive rights offering in respect of Class C Preferred Shares issued in connection with the exercise of rights under the Option Agreement; provided that the foregoing agreement not to exercise, transfer, sell or by any means dispose of preemptive rights shall have no effect on the preemptive rights of any other holder of the Company’s equity interests; and (f) except as provided in Section 11 hereof, not sell, assign, pledge, transfer or otherwise dispose of any Notes or interest therein or any Deferred Interest Payment Right held or beneficially owned by such Consenting Noteholder, except (i) to another Consenting Noteholder or (ii) if the purchaser, assignee, transferee or acquiror is an Affiliate of such Consenting Noteholder and, in the case of each of (i) and (ii), agrees to execute a joinder to this Agreement in the form attached as Exhibit C hereto (a “Joinder”).

Agreements of the Consenting Noteholders. Subject to the terms and conditions of this Agreement, each Consenting Noteholder in its capacity as a holder of Notes (and where expressly referenced as a shareholder of the Company, as such)noteholder, severally and not jointly, hereby agrees to: (a) support the Recapitalization pursuant to the terms and conditions set forth herein and: (x) , subject to the approval by the CNV preparation of the Offering Documents pursuant to Section 2(b) hereof), (i) participate in and exchange all of such Consenting Noteholder’s Notes and Deferred Interest Payment Rights Entitlements for Class B Preferred Shares pursuant to the terms of the Class B Exchange Offer and the related Offering Documents; , (ii) submit the required consent to the amendments to the Indenture pursuant to the terms of the Consent Solicitation Exchange Offer and the related Offering Documents with respect to all of such Consenting Noteholder’s Notes; Notes and (iii) to the extent that a meeting of holders of the Notes is held in respect thereto, to vote to approve and consent to the proposed amendments to the Indenture set forth in the Consent Solicitation Exchange Offer and in the related Offering Documents with respect to all of such Consenting Noteholder’s Notes; and (y) (i) by its execution of this Agreement, to consent to any waiver of the terms of the Indenture that would be required to permit the Company to incur Liens to secure its principal obligations of up to US$2.0 million under the Private Notes (plus any interest that may accrue thereon and any other obligations of the Company under the Private Notes); provided that the value of the collateral subject to such Liens may exceed the aggregate amount of the obligations of the Company under the Private Notes, and to enter into the related documentation; (ii) execute and deliver, or instruct its DTC participant to execute and deliver, any and all documents required to reflect such consent to a waiver; (iii) waive any Event of Default under the Indenture and its consequences that occurs solely as a result of the Company’s incurrence of Liens to secure its obligations under the Private Notes, including any Event of Acceleration arising therefrom, that may occur notwithstanding the Consenting Noteholders’ compliance with the other provisions of this Agreement; (iv) not exercise any rights or remedies that may be available to any Consenting Noteholder under the Notes or the Indenture as a result of the Company’s incurrence of Liens to secure obligations under the Private Notes; (v) to the extent that a meeting of holders of the Notes is held in respect thereto, to vote to approve and consent to the waiver referred to in clause (iii) above, with respect to all of such Consenting Noteholder’s Notes; and (vi) take any other action as may be required in order for the issuance of the Private Notes and the grant of the Liens securing the Private Notes in compliance with this Agreement not to constitute a continuing default or event of default under the Indenture or result in the acceleration of any amounts owing by the Company under the Indenture; (b) not, directly or indirectly, through any person or entity, take any action that would reasonably be expected to materially prevent, interfere with, delay or impede, consummation of the transactions contemplated by this Agreement; (c) comply with each of the covenants and conditions set forth in the Interest Deferral Agreement; (d) support all transactions contemplated hereby, including, if such Consenting Noteholder is a direct and/or indirect shareholder the exchange offer of the Company, to the extent legally permitted, by voting at any shareholders’ meeting (and by causing any of its Affiliates who are holders Common Stock of the Company’s equity interests Company by the holders thereof for Preferred Shares pursuant to vote) any directly or indirectly held equity interests in favor of an exchange offer to be made by the Public Offerings, the Class C Preferred Offering and the Consent Solicitation, each Company on the terms and conditions described herein and set forth on Exhibit B A hereto; (e) not to exercise, transfer, sell or by any means dispose of (and to cause any of its Affiliates not to exercise, transfer, sell or by any means dispose of) any preemptive rights such Consenting Noteholder and/or its Affiliates may have or obtain, now or in the future, to subscribe for and purchase any class of Preferred Shares pursuant to the Preemptive Rights Offerings or any preemptive rights offering in respect of Class C Preferred Shares issued in connection with the exercise of rights under the Option Agreement; provided that the foregoing agreement not to exercise, transfer, sell or by any means dispose of preemptive rights shall have no effect on the preemptive rights of any other holder of the Company’s equity interests; and (fe) except as provided in Section 11 hereof9, not sell, assign, pledge, transfer or otherwise dispose of any Notes or interest therein or any Deferred Interest Payment Right Entitlements held or beneficially owned by such Consenting Noteholder, except (i) to another Consenting Noteholder or (ii) if the purchaser, assignee, transferee or acquiror is an Affiliate of such Consenting Noteholder and, in the case of each of (i) and (ii), agrees to execute a joinder to this Agreement in the form attached as Exhibit C hereto (a “Joinder”)hereto.