Common use of Representations of Consenting Noteholders Clause in Contracts

Representations of Consenting Noteholders. Each of the Consenting Noteholders, severally for itself, represents and warrants to Holdings and Investco, as of the date hereof and as of the Closing, as follows, all of which are continuing representations and warranties: (a) Such Consenting Noteholder is the legal owner, Beneficial Owner and/or the investment advisor or manager for the legal or Beneficial Owner of the Notes set forth on Schedule I hereto (to be updated as necessary at the Closing) (collectively, the “Relevant Interests”). Such Consenting Noteholder will convey good and valid title to the Relevant Interests, free and clear of any Liens. (b) There are no Notes of which such Consenting Noteholder is the legal owner, Beneficial Owner and/or investment advisor or manager for such legal or Beneficial Owner which are not part of its Relevant Interests other than Notes in which such Consenting Noteholder holds an interest pursuant to or subject to a contract with an unaffiliated third party which third party has failed to deliver title to, or return possession of, such Notes to such Consenting Noteholder in accordance with such contract (“Undelivered Interests”); provided, however, that such Undelivered Interests shall automatically become Relevant Interests upon the receipt of title, or, as the case may be, possession, by such Consenting Noteholder. (c) Such Consenting Noteholder has full power to vote and/or dispose of the aggregate principal amount of the Relevant Interests. (d) Such Consenting Noteholder is an “accredited investor” under Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Such Consenting Noteholder is acquiring the Class A Stock for his, her or its own account, for investment purposes only and not with a view to the distribution of the Class A Stock, except in compliance with the Securities Act and applicable state securities laws. Such Consenting Noteholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his, her or its prospective investment in the Class A Stock and is able, without materially impairing his, her or its financial condition, to hold the Class A Stock for an indefinite period of time and to suffer a complete loss on such investment. Such Consenting Noteholder has received and reviewed the confidential private placement memorandum (the “PPM”) which outlines the contemplated structure of the Exchange and includes applicable disclosures relating to an investment in the Class A Stock, and has had the opportunity to ask questions of the management of Holdings and its subsidiaries to the extent necessary to evaluate an investment in the Class A Stock.

Representations of Consenting Noteholders. Each of the Consenting Noteholders, Noteholders severally for itself, and not jointly represents and warrants to Holdings that as of the date such Consenting Noteholder executes and Investcodelivers this Agreement: (a) as of the Agreement Effective Date (or in the case of a Joinder Agreement, as of the date hereof and as of such Joinder Agreement), (i) it is the sole beneficial owner of the Closingoutstanding principal amount of the 2016 Notes and 2014 Notes and the aggregate number of Common Shares, or is the nominee, investment manager, or advisor for beneficial holders of the 2016 Notes, 2014 Notes and Common Shares and has the power and authority to bind the beneficial holders of such 2016 Notes, 2014 Notes and Common Shares to the terms of this Agreement, as follows, all of which are continuing representations and warranties: (a) Such Consenting Noteholder is the legal owner, Beneficial Owner and/or the investment advisor or manager for the legal or Beneficial Owner of the Notes set forth on Schedule I hereto (to be updated as necessary at the Closing) (collectively, the “Relevant Interests”). Such Consenting Noteholder will convey good and valid title to the Relevant Interests, free and clear of any Liens. (b) There are no Notes of which reflected in such Consenting Noteholder is Noteholder’s signature block to this Agreement or the legal owner, Beneficial Owner and/or investment advisor or manager for such legal or Beneficial Owner which are not part of its Relevant Interests other than Notes in which such Consenting Noteholder holds an interest pursuant to or subject to a contract with an unaffiliated third party which third party has failed to deliver title to, or return possession of, such Notes to such Consenting Noteholder in accordance with such contract (“Undelivered Interests”); provided, however, that such Undelivered Interests shall automatically become Relevant Interests upon the receipt of title, orJoinder Agreement, as the case may be, possessionwhich amount or number, as applicable, the Debtors and each Consenting Noteholder understands and acknowledges is proprietary and confidential to such Consenting Noteholder, and (ii) the principal amount of 2016 Notes and 2014 Notes, and the number of Common Shares, reflected in such Consenting Noteholder’s signature block to this Agreement or the Joinder Agreement, as the case may be, constitutes all of the 2016 Notes, 2014 Notes and Common Shares that are legally or beneficially owned by such Consenting Noteholder or over which such Consenting Noteholder has the power to vote or dispose; (b) other than pursuant to this Agreement and applicable law, such 2016 Notes, 2014 Notes and Common Shares are free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal or other limitation on disposition, or encumbrances of any kind, that would adversely affect in any way such Consenting Noteholder.’s performance of its obligations contained in this Agreement at the time such obligations are required to be performed; (c) Such Consenting Noteholder has full power to vote and/or dispose of the aggregate principal amount of the Relevant Interests. it is either (dA) Such Consenting Noteholder is an “accredited investor” under Regulation D a qualified institutional buyer as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Such , or (B) an institutional accredited investor (as defined in Rule 501(a)(l), (2), (3), or (7) under the Securities Act), and, if such Consenting Noteholder is acquiring resident in Canada, it is an “accredited investor” as defined in National Instrument 45-106 of the Class A Stock for his, her or its own account, Canadian Securities Authorities; (d) any securities acquired in the Transactions will have been acquired for investment purposes only and not with a view to the distribution or resale; and (e) it is not aware of the Class A Stockany fact, except in compliance with the Securities Act and applicable state securities laws. Such Consenting Noteholder has such knowledge and experience in financial and business matters as obligation or event, including any fiduciary or similar duty to be capable any other person, that would prevent it from taking any action required of evaluating the merits and risks of his, her or its prospective investment in the Class A Stock and is able, without materially impairing his, her or its financial condition, to hold the Class A Stock for an indefinite period of time and to suffer a complete loss on such investment. Such Consenting Noteholder has received and reviewed the confidential private placement memorandum (the “PPM”) which outlines the contemplated structure of the Exchange and includes applicable disclosures relating to an investment in the Class A Stock, and has had the opportunity to ask questions of the management of Holdings and its subsidiaries to the extent necessary to evaluate an investment in the Class A Stockit under this Agreement.

Representations of Consenting Noteholders. Each of the Consenting Noteholders, severally for itself, represents and warrants to Holdings and Investco, as of the date hereof and as of the Closing, as follows, all of which are continuing representations and warranties: (a) Such Consenting Noteholder is the legal owner, Beneficial Owner and/or the investment advisor or manager for the legal or Beneficial Owner of the Notes set forth on Schedule I hereto (to be updated as necessary at the Closing) (collectively, the “Relevant Interests”"RELEVANT INTERESTS"). Such Consenting Noteholder will convey good and valid title to the Relevant Interests, free and clear of any Liens. (b) There are no Notes of which such Consenting Noteholder is the legal owner, Beneficial Owner and/or investment advisor or manager for such legal or Beneficial Owner which are not part of its Relevant Interests other than Notes in which such Consenting Noteholder holds an interest pursuant to or subject to a contract with an unaffiliated third party which third party has failed to deliver title to, or return possession of, such Notes to such Consenting Noteholder in accordance with such contract (“Undelivered Interests”"UNDELIVERED INTERESTS"); providedPROVIDED, however, that such Undelivered Interests shall automatically become Relevant Interests upon the receipt of title, or, as the case may be, possession, by such Consenting Noteholder. (c) Such Consenting Noteholder has full power to vote and/or dispose of the aggregate principal amount of the Relevant Interests. (d) Such Consenting Noteholder is an “"accredited investor” " under Regulation D under the Securities Act of 1933, as amended (the “"Securities Act”"). Such Consenting Noteholder is acquiring the Class A Stock for his, her or its own account, for investment purposes only and not with a view to the distribution of the Class A Stock, except in compliance with the Securities Act and applicable state securities laws. Such Consenting Noteholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his, her or its prospective investment in the Class A Stock and is able, without materially impairing his, her or its financial condition, to hold the Class A Stock for an indefinite period of time and to suffer a complete loss on such investment. Such Consenting Noteholder has received and reviewed the confidential private placement memorandum (the “"PPM”") which --- outlines the contemplated structure of the Exchange and includes applicable disclosures relating to an investment in the Class A Stock, and has had the opportunity to ask questions of the management of Holdings and its subsidiaries to the extent necessary to evaluate an investment in the Class A Stock.