Common use of REPRESENTATIONS AND WARRANTIES OF THE CONSENTING BONDHOLDERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE CONSENTING BONDHOLDERS. ‌ 10.1 Each Consenting Bondholder represents and warrants to the Issuer that:‌ 10.1.1 it is duly incorporated (if a corporate person) or duly established (in any other case) and validly existing under the law of its jurisdiction of incorporation or formation; 10.1.2 it has all requisite power, authority and legal capacity to execute and deliver this Agreement and to carry out the transactions contemplated by, and perform its obligations under, this Agreement or the relevant Bondholder Accession Deed, as applicable; 10.1.3 the execution, delivery and performance of this Agreement and the relevant Bondholder Accession Deed, as applicable, by it do not and shall not require any registration, filing, consent, approval, notice or other action to, with or by, any governmental authority, court or regulatory body by such Consenting Bondholder (save as has been, or shall be, completed or fulfilled by it as required by applicable law or regulation); 10.1.4 this Agreement and the relevant Bondholder Accession Deed, as applicable, has been duly and validly executed and delivered by it and, if applicable, the duly authorised attorney acting on its behalf, and this Agreement and the relevant Bondholder Accession Deed represents its legal, valid and binding obligations, enforceable against it in accordance with its terms, except to the extent that enforcement may be limited by bankruptcy, insolvency, reorganisation, moratorium or other similar laws relating to or limiting creditor's rights generally; 10.1.5 it is (A) a “qualified institutional buyer” (within the meaning of Rule 144A of the Securities Act); or (B) outside the United States and not a U.S. person within the meaning of Regulation S under the Securities Act; 10.1.6 it is: (a) the holder of its Locked-Up Bonds in the amount confirmed pursuant to this Agreement; or (b) a fund or other entity advising or managing a Bondholder that is duly authorised to act on behalf of that Bondholder with respect to its Locked-Up Bonds in the amount confirmed pursuant to this Agreement; and 10.1.7 neither it, nor any of its officers or directors is, or is acting for, on behalf of or at the direction of, a Sanctioned Person. 10.2 Each Consenting Bondholder (a) undertakes to the Issuer and each other Consenting Bondholder that it will provide written notification to the Issuer if it, or any of its 10% direct or indirect shareholders, officers or directors becomes a Sanctioned Person; and (b) represents and warrants to the Issuer and each other Consenting Bondholder that it is not, nor is it acting for, on behalf of or at the direction of a Sanctioned Bondholder.‌ 10.3 The representations and warranties in Clauses 10.1 and 10.2(b) are made by the Original Consenting Bondholders on the date of this Agreement or by each Additional Consenting Bondholders on the date of its Bondholder Accession Deed.

REPRESENTATIONS AND WARRANTIES OF THE CONSENTING BONDHOLDERS. ‌ 10.1 Each of the Consenting Bondholder Bondholders, severally and not jointly, hereby represents and warrants to the Issuer that:‌ 10.1.1 it is duly incorporated (if a corporate person) or duly established (in any other case) and validly existing under the law of its jurisdiction of incorporation or formation; 10.1.2 it has all requisite power, authority and legal capacity to execute and deliver this Agreement Company and to carry out the transactions contemplated by, and perform its obligations under, this Agreement or the relevant Bondholder Accession DeedGuarantors, as applicable; 10.1.3 at the execution, delivery and performance date of this Agreement and the relevant Bondholder Accession DeedRestructuring Agreement, as applicable, by it do not and shall not require any registration, filing, consent, approval, notice or other action to, with or by, any governmental authority, court or regulatory body by such Consenting Bondholder that: (save as has been, or shall be, completed or fulfilled by it as required by applicable law or regulation); 10.1.4 this Agreement and the relevant Bondholder Accession Deed, as applicable, has been duly and validly executed and delivered by a) it and, if applicable, the duly authorised attorney acting on its behalf, has all requisite power, authority and, if applicable, legal capacity to execute and deliver this Restructuring Agreement, and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of the Consenting Bondholders of this Restructuring Agreement has been duly authorised by all necessary corporate or other organizational action on its behalf; (b) that this Restructuring Agreement has been and will be, duly and validly executed and delivered by it and (assuming the relevant Bondholder Accession Deed represents due authorization, execution and delivery by the other parties hereto and thereto) this Restructuring Agreement constitutes when so executed and delivered and will constitute, its legal, valid and binding obligations, obligations enforceable against it in accordance with its respective terms, except subject to the extent that enforcement may be limited by applicable bankruptcy, insolvency, reorganisationreorganization, moratorium or other moratorium, procedural and similar laws relating affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or limiting creditor's rights generallyin equity); 10.1.5 (c) either (i) it is (A) a “qualified institutional buyer” (within the meaning record and beneficial owner of, with full power to vote in respect of Rule 144A and to dispose of the Securities Act); Bonds free and clear of any and all Security Interests, that number of Bonds set forth on such Consenting Bondholder’s signature page to this Restructuring Agreement or (Bii) outside the United States and not a U.S. person within the meaning of Regulation S under the Securities Act; 10.1.6 it is: (a) the holder of its Locked-Up Bonds in the amount confirmed pursuant has been engaged to this Agreement; or (b) a fund or other entity advising or managing a Bondholder that is duly authorised to act perform investment management services on behalf of the beneficial owner of the Bonds with full power to vote in respect of and to dispose of free and clear of any and all Security Interests, that Bondholder with respect to its Locked-Up number of Bonds in the amount confirmed pursuant set forth on such Consenting Bondholder’s signature page to this Restructuring Agreement; and; 10.1.7 neither it, nor any of its officers (d) it shall agree to execute and deliver such other documents or directors is, or is acting for, on behalf of or at agreements and to take such other action as may be reasonably necessary for the direction of, a Sanctioned Person. 10.2 Each Consenting Bondholder (a) undertakes to the Issuer and each other Consenting Bondholder that it will provide written notification to the Issuer if it, or any of its 10% direct or indirect shareholders, officers or directors becomes a Sanctioned Person; and (b) represents and warrants to the Issuer and each other Consenting Bondholder that it is not, nor is it acting for, on behalf of or at the direction of a Sanctioned Bondholder.‌ 10.3 The representations and warranties in Clauses 10.1 and 10.2(b) are made by the Original Consenting Bondholders on the date implementation of this Agreement or by each Additional Consenting Bondholders on the date of its Bondholder Accession DeedRestructuring Agreement.

REPRESENTATIONS AND WARRANTIES OF THE CONSENTING BONDHOLDERS. ‌ 10.1 Each Consenting Bondholder represents and warrants to the Issuer that:‌ 10.1.1 it is duly incorporated (if a corporate person) or duly established (in any other case) and validly existing under the law of its jurisdiction of incorporation or formation; 10.1.2 it has all requisite power, authority and legal capacity to execute and deliver this Agreement and to carry out the transactions contemplated by, and perform its obligations under, this Agreement or the relevant Bondholder Accession Deed, as applicable; 10.1.3 the execution, delivery and performance of this Agreement and the relevant Bondholder Accession Deed, as applicable, by it do not and shall not require any registration, filing, consent, approval, notice or other action to, with or by, any governmental authority, court or regulatory body by such Consenting Bondholder (save as has been, or shall be, completed or fulfilled by it as required by applicable law or regulation); 10.1.4 this Agreement and the relevant Bondholder Accession Deed, as applicable, has been duly and validly executed and delivered by it and, if applicable, the duly authorised attorney acting on its behalf, and this Agreement and the relevant Bondholder Accession Deed represents its legal, valid and binding obligations, enforceable against it in accordance with its terms, except to the extent that enforcement may be limited by bankruptcy, insolvency, reorganisation, moratorium or other similar laws relating to or limiting creditor's rights generally; 10.1.5 it is (A) a “qualified institutional buyer” (within the meaning of Rule 144A of the Securities Act); or (B) outside the United States and not a U.S. person within the meaning of Regulation S under the Securities Act; 10.1.6 it is: (a) the holder of its Locked-Up Bonds in the amount confirmed pursuant to this Agreement; or (b) a fund or other entity advising or managing a Bondholder that is duly authorised to act on behalf of that Bondholder with respect to its Locked-Up Bonds in the amount confirmed pursuant to this Agreement; and 10.1.7 neither it, nor any of its officers or directors is, or is acting for, on behalf of or at the direction of, a Sanctioned Person. 10.2 Each Consenting Bondholder (a) undertakes to the Issuer and each other Consenting Bondholder that it will provide written notification to the Issuer Issuer, the AHG Advisors and the‌ Ad Hoc Group if it, or any of its 10% direct or indirect shareholders, officers or directors becomes a Sanctioned Person; and (b) represents and warrants to the Issuer and each other Consenting Bondholder that it is not, nor is it acting for, on behalf of or at the direction of a Russian Bondholder or a Sanctioned Bondholder.‌Bondholder. 10.3 The representations and warranties in Clauses 10.1 and 10.2(b) are made by the Original Consenting Bondholders on the date of this Agreement or by each Additional Consenting Bondholders on the date of its Bondholder Accession Deed.

REPRESENTATIONS AND WARRANTIES OF THE CONSENTING BONDHOLDERS. ‌ 10.1 6.1 Each Consenting Bondholder represents and warrants to the Issuer that:‌that: 10.1.1 6.1.1 it is duly incorporated (if a corporate person) or duly established (in any other case) and validly existing under the law of its jurisdiction of incorporation or formation; 10.1.2 6.1.2 it has all requisite power, authority and legal capacity to execute and deliver this Agreement and to carry out the transactions contemplated by, and perform its obligations under, this Agreement or and the relevant Bondholder Accession Deed, as applicable; 10.1.3 6.1.3 the execution, delivery and performance of this Agreement and the relevant Bondholder Accession Deed, as applicable, by it do not and shall not require any registration, filing, consent, approval, notice or other action to, with or by, any governmental authority, court or regulatory body by such Consenting Bondholder (save as has been, or shall be, completed or fulfilled by it as required by applicable law or regulation); 10.1.4 6.1.4 this Agreement and the relevant Bondholder Accession Deed, as applicable, has been duly and validly executed and delivered by it and, if applicable, the duly authorised attorney acting on its behalf, and this Agreement and the relevant Bondholder Accession Deed represents its legal, valid and binding obligations, enforceable against it in accordance with its terms, except to the extent that enforcement may be limited by bankruptcy, insolvency, reorganisation, moratorium or other similar laws relating to or limiting creditor's rights generally;; and 10.1.5 it is (A) a “qualified institutional buyer” (within the meaning of Rule 144A of the Securities Act); or (B) outside the United States and not a U.S. person within the meaning of Regulation S under the Securities Act; 10.1.6 6.1.5 it is: (a) the holder of its Locked-Up Standstill Bonds in the amount confirmed pursuant to this Agreement; or (b) a fund or other entity advising or managing a Bondholder that is duly authorised to act on behalf of that Bondholder with respect to its Locked-Up Standstill Bonds in the amount confirmed pursuant to this Agreement; and 10.1.7 neither it, nor any of its officers or directors is, or is acting for, on behalf of or at the direction of, a Sanctioned Person. 10.2 6.2 Each Consenting Bondholder (a) undertakes represents and warrants to the Issuer and each other Consenting Bondholder that (a) it will provide written notification to the Issuer Issuer, the AHG Advisors and each other Consenting Bondholder if it, or any of its 10% direct or indirect shareholders, officers or directors becomes a Sanctioned Person; and (b) represents and warrants to the Issuer and each other Consenting Bondholder that it is not, nor is it acting for, on behalf of or at the direction of a Russian Bondholder or a Sanctioned Bondholder.‌Bondholder. 10.3 6.3 The representations and warranties in Clauses 10.1 6.1 and 10.2(b) 6.2 are made by the Original Consenting Bondholders on the date of this Agreement or by each the Additional Consenting Bondholders on the date of its the relevant Bondholder Accession Deed.

REPRESENTATIONS AND WARRANTIES OF THE CONSENTING BONDHOLDERS. ‌ 10.1 6.1 Each Consenting Bondholder represents and warrants to the Issuer that:‌that: 10.1.1 6.1.1 it is duly incorporated (if a corporate person) or duly established (in any other case) and validly existing under the law of its jurisdiction of incorporation or formation; 10.1.2 6.1.2 it has all requisite power, authority and legal capacity to execute and deliver this Agreement and to carry out the transactions contemplated by, and perform its obligations under, this Agreement or and the relevant Bondholder Accession Deed, as applicable; 10.1.3 6.1.3 the execution, delivery and performance of this Agreement and the relevant Bondholder Accession Deed, as applicable, by it do not and shall not require any registration, filing, consent, approval, notice or other action to, with or by, any governmental authority, court or regulatory body by such Consenting Bondholder (save as has been, or shall be, completed or fulfilled by it as required by applicable law or regulation); 10.1.4 6.1.4 this Agreement and the relevant Bondholder Accession Deed, as applicable, has been duly and validly executed and delivered by it and, if applicable, the duly authorised attorney acting on its behalf, and this Agreement and the relevant Bondholder Accession Deed represents its legal, valid and binding obligations, enforceable against it in accordance with its terms, except to the extent that enforcement may be limited by bankruptcy, insolvency, reorganisation, moratorium or other similar laws relating to or limiting creditor's rights generally;; and 10.1.5 it is (A) a “qualified institutional buyer” (within the meaning of Rule 144A of the Securities Act); or (B) outside the United States and not a U.S. person within the meaning of Regulation S under the Securities Act; 10.1.6 6.1.5 it is: (a) the holder of its Locked-Up Standstill Bonds in the amount confirmed pursuant to this Agreement; or (b) a fund or other entity advising or managing a Bondholder that is duly authorised to act on behalf of that Bondholder with respect to its Locked-Up Standstill Bonds in the amount confirmed pursuant to this Agreement; and 10.1.7 neither it, nor any of its officers or directors is, or is acting for, on behalf of or at the direction of, a Sanctioned Person. 10.2 6.2 Each Consenting Bondholder (a) undertakes represents and warrants to the Issuer and each other Consenting Bondholder that (a) it will provide written notification to the Issuer (which notice the Issuer shall promptly forward to the AHG Advisors) and each other Consenting Bondholder if it, or any of its 10% direct or indirect shareholders, officers or directors becomes a Sanctioned Person; and (b) represents and warrants to the Issuer and each other Consenting Bondholder that it is not, nor is it acting for, on behalf of or at the direction of a Sanctioned Bondholder.‌Bondholder. 10.3 6.3 The representations and warranties in Clauses 10.1 6.1 and 10.2(b) 6.2 are made by the Original Consenting Bondholders on the date of this Agreement or by each the Additional Consenting Bondholders on the date of its the relevant Bondholder Accession Deed.