Common use of Covenants of Holder Clause in Contracts

Covenants of Holder. 1.1 The Holder hereby agrees that he or she shall: (a) vote (or cause to be voted) all of the Subject Shares at any meeting of the holders of Company Common Shares, and in any action by written consent of the holders of Company Common Shares (unless, and only then to the extent, prohibited by Law): (i) in favour of the approval, consent, ratification and adoption of the Proposed Transaction (and any actions required in furtherance thereof, including, without limitation, the issuance of Company Common Shares pursuant to the Proposed Transaction) and all other resolutions to be put to the meeting of holders of Company Common Shares in respect of the Proposed Transaction as contained in the Arrangement Agreement; and (ii) against any proposed action by the Company, the holders of Company Common Shares, any Company Subsidiary or any other Person: (A) in respect of any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, liquidation or take-over bid or similar transaction involving the Company or Company Common Shares other than the Proposed Transaction; and (B) which might reasonably be regarded as being directed towards or likely to prevent or delay the implementation or the successful completion of the Proposed Transaction, including, without limitation, any Company Acquisition Proposal; and (b) no later than five (5) Business Days prior to the cut-off date for the deposit of votes by proxy or voting instruction form in respect of any meeting of the holders of Company Common Shares to consider the Proposed Transaction, duly complete (or cause to be completed) and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Shares to be validly delivered and cause the Subject Shares to be voted in favour of the Proposed Transaction, and such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent of both Liberty and the Company has been obtained or this Agreement has been terminated pursuant to of this Agreement. 1.2 The Holder hereby agrees that he or she shall not, directly or indirectly, except in accordance with the terms of this Agreement, as contemplated by the Arrangement Agreement or with the prior written consent of each of Liberty and the Company: (a) option, sell, assign, dispose of, pledge, encumber, grant a security interest in or otherwise convey any Subject Securities or any right or interest therein, or agree to do any of the foregoing; (b) exercise any securityholder rights or remedies available at common law or pursuant to applicable Law, or take any other action of any kind, in each case which would reasonably be regarded as likely to delay or interfere with the completion of, the Proposed Transaction; (c) do indirectly, including through any of its wholly-owned Subsidiaries, anything which would not be permitted to be done directly pursuant to the foregoing provisions of this Section; or (d) take any action to encourage or assist any other Person to do any of the prohibited acts referred to in the foregoing provisions of this Section. 1.3 The Holder covenants to co-operate with Liberty and the Company in making all requisite regulatory filings in connection with the Proposed Transaction. 1.4 The Holder shall at all times cause any wholly-owned Subsidiaries through which he or she beneficially owns or exercises control or direction over, directly or indirectly, Subject Securities to act in accordance with the terms of this Agreement, to the extent applicable thereto. 1.5 To the extent applicable, the Holder irrevocably agrees to take all required action to provide for the exercise, surrender or termination of the Subject Incentive Securities in accordance with the terms and conditions of the Arrangement Agreement.

Covenants of Holder. 1.1 The Holder hereby agrees that he or she shall: (a) vote (or cause to be voted) all During the period from the date of the Subject Shares at any meeting of the holders of Company Common Shares, and in any action by written consent of the holders of Company Common Shares (unless, and only then to the extent, prohibited by Law): (i) in favour of the approval, consent, ratification and adoption of the Proposed Transaction (and any actions required in furtherance thereof, including, without limitation, the issuance of Company Common Shares pursuant to the Proposed Transaction) and all other resolutions to be put to the meeting of holders of Company Common Shares in respect of the Proposed Transaction as contained in the Arrangement Agreement; and (ii) against any proposed action by the Company, the holders of Company Common Shares, any Company Subsidiary or any other Person: (A) in respect of any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, liquidation or take-over bid or similar transaction involving the Company or Company Common Shares other than the Proposed Transaction; and (B) which might reasonably be regarded as being directed towards or likely to prevent or delay the implementation or the successful completion of the Proposed Transaction, including, without limitation, any Company Acquisition Proposal; and (b) no later than five (5) Business Days prior to the cut-off date for the deposit of votes by proxy or voting instruction form in respect of any meeting of the holders of Company Common Shares to consider the Proposed Transaction, duly complete (or cause to be completed) and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Shares to be validly delivered and cause the Subject Shares to be voted in favour of the Proposed Transaction, and such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent of both Liberty and the Company has been obtained or this Agreement has been terminated pursuant to of this Agreement. 1.2 The Holder hereby agrees that he or she shall not, directly or indirectlyuntil the Expiration Date, except in accordance with the terms provisions of this Agreement, as contemplated by the Arrangement Agreement Holder agrees not to, and will use best efforts to cause any investment banker, attorney or with the prior written consent other adviser or representative of each of Liberty and the CompanyHolder not to: (ai) option, sell, assignsell short, transfer, pledge, hypothecate, assign or otherwise dispose of, or enter into any contract, option, hedging arrangement or other arrangement or understanding with respect to the sale, transfer, pledge, encumberhypothecation, grant a security interest in assignment or otherwise convey other disposition of, any Subject Optioned Securities or any right or interest therein, or agree to do any of the foregoingVoting Securities; (bii) exercise deposit any securityholder rights Optioned Securities or remedies available at common law or pursuant to applicable LawVoting Securities into a voting trust, or take grant any other action of proxies or enter into a voting agreement with respect to any kind, in each case which would reasonably be regarded as likely to delay Optioned Securities or interfere with the completion of, the Proposed Transaction; (c) do indirectly, including through any of its wholly-owned Subsidiaries, anything which would not be permitted to be done directly pursuant to the foregoing provisions of this SectionVoting Securities; or (diii) take any action except to encourage or assist any other Person the extent such actions are permitted to do any be taken by the Company by Section 6.06 of the prohibited acts referred to in the foregoing provisions of this Section. 1.3 The Holder covenants to co-operate with Liberty and the Company in making all requisite regulatory filings in connection with the Proposed Transaction. 1.4 The Holder shall at all times cause any wholly-owned Subsidiaries through which he Merger Agreement, initiate, solicit or she beneficially owns or exercises control or direction overknowingly encourage, directly or indirectly, Subject Securities any inquiries or the making or implementation of any proposal that constitutes, or may reasonably be expected to act lead to, any Acquisition Proposal (as defined in accordance the Merger Agreement) or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal, or agree to or endorse any Acquisition Proposal. (iv) take any action which would make any representation or warranty of Holder herein untrue or incorrect or prevent, burden or materially delay the terms consummation of the transactions contemplated by this Agreement. (b) Any additional Company Shares obtained upon exercise or conversion of warrants, options or other securities or rights exercisable for, exchangeable for or convertible into Company Shares (collectively, "EQUITY SECURITIES") acquired by Holder will become subject to this Agreement and shall, for all purposes of this Agreement, to be considered Optioned Securities or Voting Securities, as the extent applicable theretocase may be. 1.5 (c) Holder agrees not to engage in any action or knowingly omit to take any action, including the waiver or amendment of any right, option or agreement, which would have the effect of preventing or disabling Holder from delivering its Optioned Securities to Merger Sub or otherwise performing its obligations under this Agreement. To the extent applicablethat any Optioned Securities (other than Company Shares) may not be assigned by Holder to Merger Sub without exercising, the exchanging or converting such Optioned Securities for or into Company Shares, Holder irrevocably agrees to take all required action to provide for the exercise, surrender exchange or termination convert such Optioned Securities for or into Company Shares prior to the closing of the Subject Incentive purchase of such Optioned Securities in accordance with the terms and conditions upon exercise of the Arrangement AgreementOption. (d) Notwithstanding anything contained herein to the contrary, this Agreement shall apply to Holder solely in its capacity as a shareholder of the Company. Nothing contained herein shall be deemed to impose any obligation on any person, to act or refrain from acting in any way, in his or her capacity as a director of the Company.

Covenants of Holder. 1.1 The Holder hereby agrees that he or she shall: (a) vote (or cause to be voted) all Holder covenants and agrees for the benefit of the Subject Shares at any meeting of the holders of Company Common Sharesthat, and in any action by written consent of the holders of Company Common Shares (unless, and only then prior to the extentExpiration Date, prohibited Holder will not (and will cause any funds or accounts managed by LawHolder, to not): (i) in favour Transfer any of the approvalSubject Existing Notes held by it, consent, ratification and adoption of the Proposed Transaction (and any actions required in furtherance thereof, including, without limitationwhole or in part unless as a condition precedent to such transfer, the issuance of Company Common Shares pursuant transferee agrees to execute and deliver to the Proposed Transaction) Company, substantially concurrently with such transfer, a support agreement substantially in the form of this Agreement with respect to such transferred Subject Existing Notes, which support agreement the Company shall also execute and all other resolutions to be put deliver to the meeting of holders of Company Common Shares in respect of the Proposed Transaction as contained in the Arrangement Agreement; andother party thereto; (ii) against grant any proposed powers of attorney or proxies or consents in respect of any of the Subject Existing Notes, deposit any of such Subject Existing Notes into a voting trust, or enter into a Agreement with respect to any of such Subject Existing Notes; or (iii) take any other action (other than a Transfer pursuant to clause (i) above) with respect to the Subject Existing Notes that would in any way restrict, limit or interfere with the performance of Holder’s obligations hereunder or the transactions contemplated hereby and the Exchange Offer. (b) Holder covenants and agrees for the benefit of the Company that it will cooperate with the Company, at the expense of the Company, in satisfying the conditions to the Mandatory Redemption of the Interim Notes (as such terms are used in the Statement), including but not limited to obtaining all requisite consents and approvals from the Federal Communications Commission in connection with the Consummation of the Exchange Offer by the Company, the holders of Company Common Shares, any Company Subsidiary or any other Person: (A) in respect of any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, liquidation or take-over bid or similar transaction involving the Company or Company Common Shares other than the Proposed Transaction; and (B) which might reasonably be regarded as being directed towards or likely to prevent or delay the implementation or the successful completion consummation of the Proposed Transactionother transactions contemplated in connection therewith, including, without limitation, any Company Acquisition Proposal; and (b) no later than five (5) Business Days prior to the cut-off date for the deposit of votes by proxy or voting instruction form in respect of any meeting and consummation of the holders of Company Common Shares to consider the Proposed Transaction, duly complete (or cause to be completed) and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Shares to be validly delivered and cause the Subject Shares to be voted in favour of the Proposed Transaction, and such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent of both Liberty and the Company has been obtained or this Agreement has been terminated pursuant to of this Agreement. 1.2 The Holder hereby agrees that he or she shall not, directly or indirectly, except in accordance with the terms of this Agreement, as contemplated by the Arrangement Agreement or with the prior written consent of each of Liberty and the Company: (a) option, sell, assign, dispose of, pledge, encumber, grant a security interest in or otherwise convey any Subject Securities or any right or interest therein, or agree to do any of the foregoing; (b) exercise any securityholder rights or remedies available at common law or pursuant to applicable Law, or take any other action of any kindMandatory Redemption, in each case subject to any restrictions or limitations in respect of confidentiality of information applicable to Holder under any agreement or undertaking by which would reasonably be regarded as likely it is bound, under any applicable internal guidelines or rules to delay which it is subject, or interfere with the completion of, the Proposed Transaction; (c) do indirectly, including through any of its wholly-owned Subsidiaries, anything which would not be permitted to be done directly pursuant to the foregoing provisions of this Section; or (d) take any action to encourage or assist any other Person to do any of the prohibited acts referred to in the foregoing provisions of this Sectionapplicable law. 1.3 The Holder covenants to co-operate with Liberty and the Company in making all requisite regulatory filings in connection with the Proposed Transaction. 1.4 The Holder shall at all times cause any wholly-owned Subsidiaries through which he or she beneficially owns or exercises control or direction over, directly or indirectly, Subject Securities to act in accordance with the terms of this Agreement, to the extent applicable thereto. 1.5 To the extent applicable, the Holder irrevocably agrees to take all required action to provide for the exercise, surrender or termination of the Subject Incentive Securities in accordance with the terms and conditions of the Arrangement Agreement.

Covenants of Holder. 1.1 The Holder hereby agrees that he or she shall: (a) vote to cooperate with the ------------------- Company and to furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registerable Shares in connection with the preparation of a Registration Statement with respect to Holder's Registerable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver or cause delivery of the Prospectus contained in such Registration Statement to any purchaser of the shares covered by such Registration Statement from the Holder and (c) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person or entity, if any, subject to liability because of his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company in writing by the Holder for use therein unless such statement or omission was corrected in writing to the Company prior to the date one day prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by the Holder to deliver or cause to be voteddelivered the Prospectus contained in such Registration Statement (as amended or supplemented, if applicable) all furnished by the Company to the Holder to any purchaser of the Subject Shares at any meeting shares covered by such Registration Statement from the Holder through no fault of the holders of Company Common Shares, and in any action by written consent of the holders of Company Common Shares (unless, and only then to the extent, prohibited by Law): (i) in favour of the approval, consent, ratification and adoption of the Proposed Transaction (and any actions required in furtherance thereof, including, without limitation, the issuance of Company Common Shares pursuant to the Proposed Transaction) and all other resolutions to be put to the meeting of holders of Company Common Shares in respect of the Proposed Transaction as contained in the Arrangement Agreement; and (ii) against any proposed action by the Company, the holders of Company Common Shares, any Company Subsidiary or any other Person: (A) in respect of any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, liquidation or take-over bid or similar transaction involving the Company or Company Common Shares other than the Proposed Transaction; and (B) which might reasonably be regarded as being directed towards or likely to prevent or delay the implementation or the successful completion of the Proposed Transaction, including, without limitation, any Company Acquisition Proposal; and (b) no later than five (5) Business Days prior to the cut-off date for the deposit of votes by proxy or voting instruction form in respect of any meeting of the holders of Company Common Shares to consider the Proposed Transaction, duly complete (or cause to be completed) and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Shares to be validly delivered and cause the Subject Shares to be voted in favour of the Proposed Transaction, and such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent of both Liberty and the Company has been obtained or this Agreement has been terminated pursuant to of this Agreement. 1.2 The Holder hereby agrees that he or she shall not, directly or indirectly, except in accordance with the terms of this Agreement, as contemplated by the Arrangement Agreement or with the prior written consent of each of Liberty and the Company: (a) option, sell, assign, dispose of, pledge, encumber, grant a security interest in or otherwise convey any Subject Securities or any right or interest therein, or agree to do any of the foregoing; (b) exercise any securityholder rights or remedies available at common law or pursuant to applicable Law, or take any other action of any kind, in each case which would reasonably be regarded as likely to delay or interfere with the completion of, the Proposed Transaction; (c) do indirectly, including through any of its wholly-owned Subsidiaries, anything which would not be permitted to be done directly pursuant to the foregoing provisions of this Section; or (d) take any action to encourage or assist any other Person to do any of the prohibited acts referred to in the foregoing provisions of this Section. 1.3 The Holder covenants to co-operate with Liberty and the Company in making all requisite regulatory filings in connection with the Proposed Transaction. 1.4 The Holder shall at all times cause any wholly-owned Subsidiaries through which he or she beneficially owns or exercises control or direction over, directly or indirectly, Subject Securities to act in accordance with the terms of this Agreement, to the extent applicable thereto. 1.5 To the extent applicable, the Holder irrevocably agrees to take all required action to provide for the exercise, surrender or termination of the Subject Incentive Securities in accordance with the terms and conditions of the Arrangement Agreement.