Common use of No Solicitation; Representation by Counsel; Adequate Information Clause in Contracts

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Plan in the Chapter 11 Cases. The acceptances of any Supporting Noteholder with respect to the Plan will not be solicited until such Supporting Noteholder has received the Disclosure Statement and related ballots and solicitation materials. In addition, this Agreement is not and shall not be deemed an offer with respect to the issue or sale of securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawful. (b) Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Noteholder acknowledges, agrees, and represents to the other Parties that it (i) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act, (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, (iii) understands that if it is to acquire any securities, as defined in the Securities Act, pursuant to the Restructuring, such securities have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting Noteholder’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, and (iv) has such knowledge and experience in financial and business matters that such Supporting Noteholder is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring and understands and is able to bear any economic risks with such investment.

No Solicitation; Representation by Counsel; Adequate Information. (a) a. This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Plan in the Chapter 11 Cases. The acceptances of any Supporting Noteholder the Consenting Parties with respect to the Plan will not be solicited until such Supporting Noteholder Consenting Parties has received the Disclosure Statement and related ballots and solicitation materials. In addition, this Agreement is not and shall not be deemed an offer with respect to the issue or sale of securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawful. (b) b. Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Noteholder c. Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, each Consenting Party acknowledges, agrees, and represents to the other Parties that it (i) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act, (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D 501(a) of the Securities ActAct of 1933, (iiiii) understands that if any securities to be acquired by it is to acquire any securities, as defined in the Securities Act, pursuant to the Restructuring, such securities Plan have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting NoteholderConsenting Party’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, and (iviii) has such knowledge and experience in financial and business matters that such Supporting Noteholder Consenting Party is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring Plan and understands and is able to bear any economic risks with such investment.

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Plan in the Chapter 11 CasesCases or a solicitation of an offer to buy securities, including with respect to the Rights Offerings or the Private Placements. The acceptances of any Supporting Noteholder the Consenting Stakeholders with respect to the Plan will not be solicited until such Supporting Noteholder Consenting Stakeholder has received the Disclosure Statement and and, as applicable, related ballots and solicitation materialsSolicitation Materials. In addition, this Agreement is does not and shall not be deemed constitute an offer with respect to the issue or sale of sell securities to any person Person or entity, or the a solicitation of an offer to acquire or buy securities, securities in any jurisdiction where such offer or solicitation would be unlawful. (b) Each Party acknowledges that it has had an opportunity to receive information from the Company Debtors and that it has been represented by counsel in connection with this Agreement and the transactions Restructuring Transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon the lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Noteholder Each Consenting Stakeholder acknowledges, agrees, and represents to the other Parties that it (i) is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act or a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act, (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, (iii) understands that if it is to acquire any securities, as defined in the Securities Act, pursuant to the Restructuring, such securities have not been registered under the Securities Act and that such securities are, to the extent not offered, solicited, or acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting NoteholderConsenting Stakeholder’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, and (iviii) has such knowledge and experience in financial and business matters that such Supporting Noteholder is capable to properly evaluate the terms and conditions of evaluating the merits this Agreement and risks of the securities to be acquired by it (if any) pursuant to the Restructuring and understands and is able to bear any the economic risks with of such investment.

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Plan in the Chapter 11 CasesCases by the Consenting First Lien Lenders or a solicitation to tender or exchange any of the First Lien Loans. The acceptances of any Supporting Noteholder the Consenting First Lien Lenders with respect to the Plan will not be solicited until such Supporting Noteholder Consenting First Lien Lender has received the Disclosure Statement and related ballots and solicitation materials. In addition, this Agreement is not and shall not be deemed an offer with respect to each as approved or ratified by the issue or sale of securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawfulBankruptcy Court. (b) Each Party acknowledges that it has had an opportunity to receive information from the Company Parties and that it has been been, or is part of a group that has been, represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Noteholder Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, each Consenting First Lien Lender acknowledges, agrees, agrees and represents to the other Parties that it (i) is a “qualified institutional buyer” an accredited investor (as such term is defined in Rule 144A 501(a) of Regulation D promulgated under the Securities Act), (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, (iii) understands that the securities to be acquired by it (if it is to acquire any securities, as defined in the Securities Act, any) pursuant to the Restructuring, such securities Restructuring have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting NoteholderConsenting First Lien Lender’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, and (iviii) has such knowledge and experience in financial and business matters that such Supporting Noteholder Consenting First Lien Lender is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring and understands and is able to bear any economic risks with such investment. As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, any Claims subject to this Agreement or the right to acquire such Claims.

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Plan in the Chapter 11 CasesCases or a solicitation to tender or exchange any of the Senior Notes, First Lien Loans or Second Lien Loans. The acceptances of any Supporting Noteholder the Consenting Creditors with respect to the Plan will not be solicited until such Supporting Noteholder Consenting Creditor has received the Disclosure Statement and related ballots and solicitation materials. In addition, this Agreement is not and shall not be deemed an offer with respect to each as approved by the issue or sale of securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawfulBankruptcy Court. (b) Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Noteholder Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, each Consenting Creditor acknowledges, agrees, agrees and represents to the other Parties that it (i) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act, (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D 501(a) of the Securities ActAct of 1933, (iiiii) understands that if the securities to be acquired by it is to acquire any securities, as defined in the Securities Act, pursuant to the Restructuring, such securities Restructuring Transactions have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting NoteholderConsenting Creditor’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, available and (iviii) has such knowledge and experience in financial and business matters that such Supporting Noteholder Consenting Creditor is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring Transactions and understands and is able to bear any economic risks with such investment.

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Plan in the Chapter 11 CasesCases from the Noteholders or the Preferred Holders. The acceptances of any Supporting Noteholder the Consenting Creditors with respect to the Plan will not be solicited until such Supporting Noteholder Consenting Creditor has received the Disclosure Statement and related ballots and solicitation materials. In addition, this Agreement is not and shall not be deemed an offer with respect to each as approved or ratified by the issue or sale of securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawfulBankruptcy Court. (b) Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Noteholder Each Consenting Creditor acknowledges, agrees, agrees and represents to the other Parties that it (i) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act, (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D of under the Securities Act, (iiiii) understands that the securities to be acquired by it (if it is to acquire any securities, as defined in the Securities Act, any) pursuant to the Restructuring, such securities Restructuring Transactions have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting NoteholderConsenting Creditor’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, available and (iviii) has such knowledge and experience in financial and business matters that such Supporting Noteholder Consenting Creditor is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring Transactions and understands and is able to bear any economic risks with such investment. (d) The Company (i) is a sophisticated party with respect to the subject matter of this Agreement, (ii) has been represented and advised by legal counsel in connection with this Agreement, (iii) has adequate information concerning the matters that are the subject of this Agreement, and (iv) has independently and without reliance upon any other party and based on such information as it has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that it has relied upon the Consenting Creditors’ express representations, warranties, and covenants in this Agreement, and has entered into this Agreement voluntarily and of its own choice and not under coercion or duress.

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Plan in the Chapter 11 CasesCases by the Term Lenders or a solicitation to tender or exchange any of the Term Loans. The acceptances of any Supporting Noteholder the Consenting Term Lenders with respect to the Plan will not be solicited until such Supporting Noteholder Consenting Term Lender has received the Disclosure Statement and related ballots and solicitation materials. In addition, this Agreement is not and shall not be deemed an offer with respect to each as approved or ratified by the issue or sale of securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawfulBankruptcy Court. (b) Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Noteholder Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, each Consenting Term Lender acknowledges, agrees, agrees and represents to the other Parties that it (i) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act or a non-US person participating in the offering outside the United States in reliance on Regulation S under the Securities Act, (ii) is an “accredited investor” investor (as such term is defined in Rule 501 501(a) of Regulation D of promulgated under the Securities Act), (iii) understands that the securities to be acquired by it (if it is to acquire any securities, as defined in the Securities Act, any) pursuant to the Restructuring, such securities Restructuring have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting NoteholderConsenting Term Lender’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, available and (iv) has such knowledge and experience in financial and business matters that such Supporting Noteholder Consenting Term Lender is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring and understands and is able to bear any economic risks with such investment.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Plan in the Chapter 11 CasesCases or solicitation of an offer to buy securities, including with respect to the Equity Rights Offerings. The acceptances of any Supporting Noteholder the Consenting Creditors with respect to the Plan will not be solicited until such Supporting Noteholder Consenting Creditor has received the Disclosure Statement and and, as applicable, related ballots and solicitation materialsSolicitation Materials. In addition, this Agreement is does not and shall not be deemed constitute an offer with respect to the issue or sale of sell securities to any person or entity, Person or the solicitation of an offer to acquire or buy securities, securities in any jurisdiction where such offer or solicitation would be unlawful. (b) Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Noteholder Each Consenting Creditor acknowledges, agrees, and represents to the other Parties that it (i) is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act and a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act, (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, (iii) understands that if it is to acquire any securities, as defined in the Securities Act, pursuant to the Restructuring, such securities have not been registered under the Securities Act and that such securities are, to the extent not offered, solicited, or acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting NoteholderConsenting Creditor’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, and (iviii) has such knowledge and experience in financial and business matters that such Supporting Noteholder to evaluate properly the terms and conditions of this Agreement and the Restructuring and is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring and understands and is able to bear any economic risks with such investment.

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Plan in the Chapter 11 CasesCases from the Consenting Creditors. The acceptances of any Supporting Noteholder the Consenting Creditors with respect to the Plan will not be solicited until such Supporting Noteholder has Consenting Creditors have received the Disclosure Statement and related ballots and solicitation materials. In addition, this Agreement is not and shall not be deemed an offer with respect to the issue or sale of securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawful. (b) Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Noteholder Each Consenting Creditor acknowledges, agrees, agrees and represents to the other Parties that it (i) has such knowledge and experience in financial and business matters that such Consenting Creditor is a “qualified institutional buyer” as such term is defined in Rule 144A capable of evaluating the merits and risks of the Securities Actsecurities to be acquired by it (if any) pursuant to the Restructuring and understands and is able to bear any economic risks with such investment, (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, (iii) understands that if it is to acquire any securities, as defined in the Securities Act, pursuant to the Restructuring, such securities have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting NoteholderConsenting Creditor’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, and (iviii) has is either (A) a “qualified institutional buyer” (as such knowledge and experience term is defined in financial and business matters that such Supporting Noteholder is capable of evaluating the merits and risks Rule 144A of the securities to be acquired by it Securities Act) or (if anyB) pursuant to an institutional “accredited investor” (as such term is defined in Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D under the Restructuring and understands and is able to bear any economic risks with such investmentSecurities Act).

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Prepackaged Plan in the Chapter 11 CasesCase by the Term Lenders or a solicitation to tender or exchange any of the Term Loans. The acceptances of any Supporting Noteholder the Consenting Term Lenders with respect to the Prepackaged Plan will not be solicited until such Supporting Noteholder Consenting Term Lender has received the Disclosure Statement and related ballots and solicitation materials. In addition, this Agreement is not and shall not be deemed an offer with respect to each as approved or ratified by the issue or sale of securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawfulBankruptcy Court. (b) Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Noteholder Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, each Consenting Term Lender acknowledges, agrees, agrees and represents to the other Parties that it (i) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act or a non-US person participating in the offering outside the United States in reliance on Regulation S under the Securities Act, (ii) is an “accredited investor” investor (as such term is defined in Rule 501 501(a) of Regulation D of promulgated under the Securities Act), (iii) understands that the securities to be acquired by it (if it is to acquire any securities, as defined in the Securities Act, any) pursuant to the Restructuring, such securities Restructuring Transactions have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting NoteholderConsenting Term Lender’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, available and (iv) has such knowledge and experience in financial and business matters that such Supporting Noteholder Consenting Term Lender is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring Transactions and understands and is able to bear any economic risks with such investment.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

No Solicitation; Representation by Counsel; Adequate Information. (a) Section 24.01 This Agreement is not and shall will not be deemed to be a solicitation for votes in favor to tender or exchange any of the Plan in the Chapter 11 Cases. The acceptances of any Supporting Noteholder with respect to the Plan will not be solicited until such Supporting Noteholder has received the Disclosure Statement and related ballots and solicitation materials. In additionTerm Loans, this Agreement is not and shall not be deemed an offer with respect to the issue or sale of securities to any person or entityIPCo Notes, Series A Preferred Stock, Series B Preferred Stock, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawful. (b) Common Stock. Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel counsel, including with respect to tax matters, in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall will have no application and is expressly waived. (c) The Supporting Noteholder Section 24.02 Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, an offering of securities, each Consenting Support Party acknowledges, agrees, and represents to the other Parties that it (a) is (i) an “accredited institutional investor” as such term is defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act and/or (ii) a “qualified institutional buyer” as such term is defined in Rule 144A of under the Securities Act, (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, (iiib) understands that if any securities to be acquired by it is to acquire any securities, as defined in the Securities Act, pursuant to the Restructuring, such securities Transaction have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, are being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting NoteholderConsenting Support Party’s representations contained in this Agreement Agreement, and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, and (ivc) has such knowledge and experience in financial and business matters that such Supporting Noteholder Consenting Support Party is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring Transaction and understands and is able to bear any economic risks with such investment. Section 24.03 Each Consenting Support Party acknowledges that it is acquiring any New Equity Allocation and New Warrants for investment purposes and solely for its own account, or for the accounts of the beneficial owners for whom it acts as investment advisor or manager, and not with a view to, or for resale of such securities in violation of the Securities Act. Such Consenting Support Party will not resell, transfer, assign or distribute the New Equity Allocation and New Warrants acquired by it pursuant hereto except, if applicable, in compliance with the registration requirements of the Securities Act or pursuant to an available exemption therefrom. The financial situation of such Consenting Support Party (and each beneficial owner for whom it acts as investment advisor or manager) is such that it can afford to bear the economic risk of holding any New Equity Allocation and New Warrants. Such Consenting Support Party (and each beneficial owner for whom it acts as investment advisor or manager) can afford to suffer the complete loss of its investment in any New Equity Allocation and New Warrants. The knowledge and experience of such Consenting Support Party in financial and business matters is such that it, together with the assistance of its advisors, is capable of evaluating the merits and risks of acquiring any New Equity Allocation and New Warrants. Such Consenting Support Party acknowledges that (a) the offers of New Equity Allocation and New Warrants have not been registered under the Securities Act; (b) the offers of New Equity Allocation and New Warrants are intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act or an available exemption; and (c) there is no established market for the New Common Shares and there may not be any public market for such securities in the future.

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Prepackaged Plan in the Chapter 11 CasesCase by the Term Lenders or a solicitation to tender or exchange any of the Term Loans. The acceptances of any Supporting Noteholder the Consenting Term Lenders with respect to the Prepackaged Plan will not be solicited until such Supporting Noteholder Consenting Term Lender has received the Disclosure Statement and related ballots and solicitation materials. In addition, this Agreement is not and shall not be deemed an offer with respect to each as approved or ratified by the issue or sale of securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawfulBankruptcy Court. (b) Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Noteholder Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, each Consenting Term Lender acknowledges, agrees, agrees and represents to the other Parties that it (i) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act or a non-US person participating in the offering outside the United States in reliance on Regulation S under the Securities Act, (ii) is an “accredited investor” investor (as such term is defined in Rule 501 501(a) of Regulation D of promulgated under the Securities Act), (iii) understands that the securities to be acquired by it (if it is to acquire any securities, as defined in the Securities Act, any) pursuant to the Restructuring, such securities Restructuring Transactions have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting NoteholderConsenting Term Lender’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, available and (iv) has such knowledge and experience in financial and business matters that such Supporting Noteholder Consenting Term Lender is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring Transactions and understands and is able to bear any economic risks with such investment.

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation for votes consents in favor of the Plan in the Chapter 11 CasesAmendments. The acceptances acceptance of any Supporting Noteholder Consenting Holder with respect to the Plan Amendments will not be solicited until such Supporting Noteholder Consenting Holder has received the Disclosure Statement and consent solicitation statement related ballots and solicitation materials. In addition, this Agreement is not and shall not be deemed an offer with respect to the issue or sale of securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawfulConsent Solicitation. (b) Each Party party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party party with a defense to the enforcement of the terms of this Agreement against such Party party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Noteholder acknowledges, agrees, and represents to the other Parties that it Company (i) is a “qualified institutional buyer” as such term is defined in Rule 144A sophisticated party with respect to the subject matter of the Securities Actthis Agreement, (ii) is an “accredited investor” as such term is defined has been represented and advised by legal counsel and tax advisors in Rule 501 of Regulation D connection with this Agreement and the effects of the Securities Actproposed consent and the Amendments to the extent it determines that it is appropriate, (iii) understands has adequate information concerning the matters that if it is to acquire any securities, as defined in are the Securities Act, pursuant to the Restructuring, such securities have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 subject of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting Noteholder’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is availableAgreement, and (iv) has independently and without reliance upon any other party and based on such knowledge information as it has deemed appropriate, made its own analysis and experience decision to enter into this Agreement, except that it has relied upon the Consenting Holders’ express representations, warranties, and covenants in financial this Agreement, and business has entered into this Agreement voluntarily and of its own choice and not under coercion or duress. (d) Each Consenting Holder (i) is a sophisticated party with respect to the subject matter of this Agreement, (ii) has been represented and advised by legal counsel in connection with this Agreement and the effects of the proposed consent and the Amendments to the extent it determines that it is appropriate, (iii) has adequate information concerning the matters that are the subject of this Agreement, and (iv) has independently and without reliance upon any other party and based on such Supporting Noteholder is capable information as it has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that it has relied upon the Company’s express representations, warranties, and covenants in this Agreement, and has entered into this Agreement voluntarily and of evaluating the merits its own choice and risks of the securities to be acquired by it (if any) pursuant to the Restructuring and understands and is able to bear any economic risks with such investmentnot under coercion or duress.

No Solicitation; Representation by Counsel; Adequate Information. (a) a. This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Plan any plan in the Chapter 11 Cases. The acceptances of any Supporting Noteholder with respect to the Plan will not be solicited until such Supporting Noteholder has received the Disclosure Statement and related ballots and solicitation materials. In addition, this Agreement is not and shall not be deemed an offer with respect to the issue or sale of securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawful. (b) b. Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. This Agreement is the product of negotiations among the Parties, and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof. (c) The Supporting Noteholder c. Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, each Consenting Prepetition Lender acknowledges, agrees, and represents to the other Parties that it (i) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act, (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D 501(a) of the Securities ActAct of 1933, (iiiii) understands that if any securities to be acquired by it is to acquire any securities, as defined in the Securities Act, pursuant to the Restructuring, such securities have not been registered under the Securities Act and that such securities aremay, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being be offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting NoteholderConsenting Prepetition Lender’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, and (iviii) has such knowledge and experience in financial and business matters that such Supporting Noteholder Consenting Prepetition Lender is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring and understands and is able to bear any economic risks with such investment.

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Prepackaged Plan in the Chapter 11 CasesCase by the Senior Noteholders or a solicitation to tender or exchange any of the Senior Notes. The acceptances of any Supporting Noteholder the Consenting Senior Noteholders with respect to the Prepackaged Plan will not be solicited until such Supporting Noteholder has the Consenting Senior Noteholders have received the Disclosure Statement and related ballots and solicitation materials. In addition, this Agreement is not and shall not be deemed an offer with respect to each as approved or ratified by the issue or sale of securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawfulBankruptcy Court. (b) Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, each Consenting Senior Noteholder acknowledges, agrees, agrees and represents to the other Parties that it (i) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act or a non-US person participating in the offering outside the United States in reliance on Regulation S under the Securities Act, (ii) is an “accredited investor” investor (as such term is defined in Rule 501 501(a) of Regulation D of promulgated under the Securities Act), (iii) understands that the securities to be acquired by it (if it is to acquire any securities, as defined in the Securities Act, any) pursuant to the Restructuring, such securities Restructuring Transactions have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting Consenting Senior Noteholder’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, available and (iv) has such knowledge and experience in financial and business matters that such Supporting Consenting Senior Noteholder is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring Transactions and understands and is able to bear any economic risks with such investment.

No Solicitation; Representation by Counsel; Adequate Information. (a) Section 25.01 This Agreement and the transactions contemplated herein are the product of negotiations among the Parties, together with their respective representatives. Notwithstanding anything herein to the contrary, this Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Plan in the Chapter 11 Cases. The acceptances of any Supporting Noteholder with respect to the Plan will not be solicited until such Supporting Noteholder has received the Disclosure Statement and related ballots and solicitation materials. In addition, this Agreement is not and shall not be deemed an offer with respect to the issue any securities or sale of securities to any person or entity, or the solicitation of an offer to acquire votes for the acceptance of a plan of reorganization for purposes of sections 1125 and 1126 of the Bankruptcy Code or buy securities, in any jurisdiction where such offer or solicitation would be unlawfulotherwise. (b) Section 25.02 Each Party acknowledges that it has had an opportunity to receive information from the Company Debtors and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall will have no application and is expressly waived. Section 25.03 Each Initial Consenting Creditor (cand, to the extent applicable, each other Consenting Creditor) The Supporting Noteholder acknowledges, agrees, and represents to the other Parties that it (i) is an “accredited investor” as such term is defined in Rule 501(a) of the Securities Act, (ii) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act, (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, (iii) understands that if (a) any securities to be acquired by it is to acquire any securities, as defined in the Securities Act, pursuant to the Restructuring, such securities Restructuring have not been registered under the Securities Act and (b) that some or all of such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being will be offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting NoteholderConsenting Creditor’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, and (iv) has such knowledge and experience in financial and business matters that such Supporting Noteholder Consenting Creditor is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring and understands and is able to bear any economic risks with such investment.

No Solicitation; Representation by Counsel; Adequate Information. (a) This Notwithstanding any other provision herein, this Agreement is not and shall not be deemed to be a solicitation of votes for votes in favor the acceptance of a plan of reorganization for purposes of sections 1125 and 1126 of the Plan Bankruptcy Code or otherwise. Any such offer or solicitation will be made only in compliance with all applicable securities laws and provisions of the Chapter 11 CasesBankruptcy Code. The acceptances of any the Supporting Noteholder Creditor with respect to the Plan will not be solicited until such Supporting Noteholder Creditor has received the Disclosure Statement and related ballots and solicitation materialsSolicitation Materials. In addition, this Agreement is not and shall not be deemed an offer with respect to the issue or sale of securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawful. (b) Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Each Supporting Noteholder Creditor acknowledges, agrees, and represents to the other Parties that it (i) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act, (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, (iii) understands that if it is to acquire any securities, as defined in the Securities Act, pursuant to the Restructuring, such securities have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting NoteholderCreditor’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, (iv) will not acquire any securities pursuant to the Restructuring as a result of any form of general solicitation or general advertising, and (ivv) has such knowledge and experience in financial and business matters that such Supporting Noteholder Creditor, is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring and understands and is able to bear any economic risks with such investment.

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Plan in the Chapter 11 Cases. The acceptances of any Supporting Noteholder the Consenting Parties with respect to the Plan will not be solicited until such Supporting Noteholder Consenting Party has received the Disclosure Statement and related ballots and solicitation materials. In addition, this Agreement is not and shall not be deemed an offer with respect to each as approved by the issue or sale of securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawfulBankruptcy Court. (b) Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Noteholder Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, each Consenting Party acknowledges, agrees, and represents to the other Parties that it (i) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act, (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D 501(a) of the Securities Act of 1933 (the “Securities Act”), (iiiii) understands that if any securities to be acquired by it is to acquire any securities, as defined in the Securities Act, pursuant to the Restructuring, such securities Restructuring Transactions have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting NoteholderConsenting Party’s representations contained in this Agreement Agreement, and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, and (iviii) has such knowledge and experience in financial and business matters that such Supporting Noteholder Consenting Party is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring Transactions and understands and is able to bear any economic risks with such investment.

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation of an offer to buy securities or for votes in favor of the Acceptable Plan in the Chapter 11 CasesCases from the Consenting Creditors. The acceptances of any Supporting Noteholder the Consenting Creditors with respect to the Acceptable Plan will not be solicited until such Supporting Noteholder has Consenting Creditors have received the Disclosure Statement and related ballots and solicitation materials. In addition, this Agreement is not and shall not be deemed an offer with respect to materials (each as approved by the issue or sale of securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawfulBankruptcy Court). (b) Each Party acknowledges that it that it, or its advisors, has had an opportunity to receive information from the Company other Parties and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Noteholder acknowledges, agreesNone of the Parties intend that this Agreement should constitute, and represents to the other Parties each believes that it (i) is a “qualified institutional buyer” as such term is defined in Rule 144A does not constitute, an offering of securities, and each of the Securities ActParties understands, (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, (iii) understands acknowledges and agrees that if it is to acquire any securities, as defined in the Securities Act, securities are later acquired pursuant to the Restructuring, such securities have not been registered under the Securities Act Restructuring and that such securities are, to the extent are not acquired pursuant to section 1145 of the Bankruptcy Code, being such securities would need to be registered under the Securities Act unless they could be offered and sold pursuant to an exemption from registration contained in the Securities Act, including by being based in part upon such Supporting Noteholder’s on the Consenting Creditors’ representations contained in this Agreement and Agreement. Any such securities that are not registered cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, and (iv) has such knowledge and experience in financial and business matters that such Supporting Noteholder is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring and understands and is able to bear any economic risks with such investment.

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Prepackaged Plan in the Chapter 11 Cases. The acceptances of any Supporting Noteholder Consenting Creditor with respect to the Prepackaged Plan will not be solicited until such Supporting Noteholder Consenting Creditor has received the Disclosure Statement and related ballots and solicitation materialsSolicitation Materials. In addition, this Agreement is not and shall not be deemed an offer with respect to the issue or sale of securities to any person or entityPerson, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawful. (b) Each Party acknowledges for the benefit of the other Parties and their respective advisors, that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. Each Consenting Party hereby further confirms for the benefit of the other Parties and its respective advisors that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company, and without reliance on any statement of any other Party (or such other Party’s financial, legal or other professional advisors), other than such express representations and warranties of the Company set forth in Section 8 of this Agreement. (c) The Supporting Noteholder Consenting Creditor, the Plan Sponsor, and each Consenting Equity Holder acknowledges, agrees, and represents to the other Parties that it it, (i) unless it is a natural person, is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act, (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, (iii) understands that if it is to acquire any securities, as defined in the Securities Act, pursuant to the RestructuringRestructuring Transactions, such securities (A) have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting Noteholder’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, (B) will have been acquired by it for investment and not with a view to distribution or resale in violation of the Securities Act, and (C) will have not been acquired by it as a result of any advertisement, article, notice or other communication regarding such securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement, and (iv) has such knowledge and experience in financial and business matters that such Supporting Noteholder it is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring Transactions and understands and is able to bear any economic risks with such investment.

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Prepackaged Plan in the Chapter 11 CasesCases by the Term Lenders or a solicitation to tender or exchange any of the Term Loans. The acceptances of any Supporting Noteholder the Consenting Term Lenders with respect to the Prepackaged Plan will not be solicited until such Supporting Noteholder Consenting Term Lender has received the Disclosure Statement and related ballots and solicitation materials. In addition, this Agreement is not and shall not be deemed an offer with respect to each as approved or ratified by the issue or sale of securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawfulBankruptcy Court. (b) Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Noteholder Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, each Consenting Term Lender acknowledges, agrees, agrees and represents to the other Parties that it (i) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act or a non-US person participating in the offering outside the United States in reliance on Regulation S under the Securities Act, (ii) is an “accredited investor” investor (as such term is defined in Rule 501 501(a) of Regulation D of promulgated under the Securities Act), (iii) understands that the securities to be acquired by it (if it is to acquire any securities, as defined in the Securities Act, any) pursuant to the Restructuring, such securities Restructuring Transactions have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting NoteholderConsenting Term Lender’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, available and (iv) has such knowledge and experience in financial and business matters that such Supporting Noteholder Consenting Term Lender is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring Transactions and understands and is able to bear any economic risks with such investment.

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Plan in the Chapter 11 CasesCases or a solicitation to tender or exchange any Claims or Interests. The acceptances of any Supporting Noteholder the Consenting Creditors with respect to the Plan will not be solicited until such Supporting Noteholder Consenting Creditor has received the Disclosure Statement and related ballots and solicitation materials. In addition, this Agreement is does not and shall not be deemed constitute an offer with respect to the issue or sale of sell securities to any person Person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawful. (b) Each Party Consenting Creditor acknowledges that it has had an opportunity to receive information from the Company and each Party acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Each Consenting Second Lien Noteholder Creditor acknowledges, agrees, agrees and represents to the other Parties Company that it (i) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act or a non-US Person outside the United States in reliance on Regulation S under the Securities Act, (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, (iii) understands that if it is to acquire any securities, as defined in the Securities Act, pursuant to the RestructuringRestructuring Transactions, such securities have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting Combined Consenting Second Lien Noteholder’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, available and (iv) has such knowledge and experience in financial and business matters that such Supporting Combined Consenting Second Lien Noteholder is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring Transactions and understands and is able to bear any economic risks with such investment.

No Solicitation; Representation by Counsel; Adequate Information. (a) This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Plan in the Chapter 11 Cases. The acceptances of any Supporting Noteholder the Consenting Lenders with respect to the Plan will not be solicited until such Supporting Noteholder Consenting Lender has received the Disclosure Statement and related ballots and solicitation materials. In addition, this Agreement is not and shall not be deemed an offer with respect to each as approved by the issue or sale of securities to any person or entity, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawfulBankruptcy Court. (b) Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (c) The Supporting Noteholder Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, each Consenting Lender acknowledges, agrees, and represents to the other Parties that it (i) is a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act, (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D 501(a) of the Securities Act of 1933 (the “Securities Act”), (iiiii) understands that if any securities to be acquired by it is to acquire any securities, as defined in the Securities Act, pursuant to the Restructuring, such securities Restructuring Transactions have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Supporting NoteholderConsenting Lender’s representations contained in this Agreement Agreement, and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, and (iviii) has such knowledge and experience in financial and business matters that such Supporting Noteholder Consenting Lender is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Restructuring Transactions and understands and is able to bear any economic risks with such investment.