Common use of Revocation of Consents Clause in Contracts

Revocation of Consents. Notwithstanding clause (5) of Section 104, any Holder of a Security or future Holder of the same Security may revoke a consent as to its Security or portion of a Security. Any revocation of a consent by the Holder of a Security or any such future Holder shall be effective only if the Trustee receives the notice of revocation before the date on which the Trustee receives an Officer’s Certificate from the Company certifying that the requisite number of consents have been received. If, however, a record date is fixed pursuant to Section 104, then notwithstanding the second preceding sentence, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. Section 905 Effect of Supplemental Indentures. A supplemental indenture or waiver becomes effective upon the (A) receipt by the Company or the Trustee of the requisite number of consents (if required), (B) satisfaction of any conditions to effectiveness as set forth in this Indenture or any such supplemental indenture or waiver and (C) with respect to a supplemental indenture, execution of such supplemental indenture by the Company, any Guarantors, if applicable, and the Trustee. After a supplemental indenture or waiver becomes effective, it shall bind every Holder, unless such supplemental indenture or waiver makes a change described in any of clauses (1) through (6) of Section 902, in which case, the supplemental indenture or waiver shall bind a Holder of a Security who is affected thereby only if such Holder has consented to such supplemental indenture or waiver, and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security. Upon the effectiveness of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and, except as provided in the preceding sentence, every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Section 906 Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. Section 907 Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article Nine shall conform to the requirements of the Trust Indenture Act as then in effect.

Revocation of Consents. Notwithstanding clause A Consent may be revoked by a Holder if the Tabulation Agent receives the written notice of revocation of Consent (5or facsimile or email thereof) of Section 104, any Holder of a Security at or future Holder prior to the earlier of the same Security may revoke a consent as to its Security or portion Expiration Time and the Effective Date. The notice of a Security. Any revocation of a consent Consent must be signed by the Holder of a Security or any such future Holder shall be effective only if in the Trustee receives same manner as the Consent Form to which the notice of revocation before of Consent relates. Notices of revocation of Consent must be sent to the date Tabulation Agent at the address set forth on which the Trustee receives an Officer’s Certificate from back cover of this Statement in accordance with the Company certifying that the requisite number of consents have been received. If, however, a record date is fixed pursuant to Section 104, then notwithstanding the second preceding sentence, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. Section 905 Effect of Supplemental Indentures. A supplemental indenture or waiver becomes effective upon the (A) receipt by the Company or the Trustee of the requisite number of consents (if required), (B) satisfaction of any conditions to effectiveness as procedures set forth in this Indenture or any such supplemental indenture or waiver and (C) with respect to a supplemental indenture, execution of such supplemental indenture by the Company, any Guarantors, if applicable, and the Trustee. After a supplemental indenture or waiver becomes effective, it shall bind every Holder, unless such supplemental indenture or waiver makes a change described in any of clauses (1) through (6) of Section 902, in which case, the supplemental indenture or waiver shall bind a Holder of a Security who is affected thereby only if such Holder has consented to such supplemental indenture or waiver, and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security. Upon the effectiveness of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and, except as provided in the preceding sentence, every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Section 906 Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indentureConsent Documents. If the Company shall so determineextends the Expiration Time, new Securities the Company may, or will (if the Effective Date has not yet occurred), also extend the right of the Holders to revoke their Consents. The Company reserves the right to contest the validity of any series so modified notice of revocation of Consent and all questions as to conformvalidity, including the time of receipt of any notice of revocation of Consent, will be determined by the Company in the opinion its sole discretion, which determination shall be final and binding on all parties. None of the Trustee and the Company, the Trustee, or any other person shall be under any duty to give notification to any Holder of any defects or irregularities with respect to any notice of revocation of Consent or shall incur any liability for failure to give any such supplemental indenture notification. A revocation of a Consent may be prepared and executed rescinded only by the Company execution and authenticated and delivered by the Trustee in exchange for Outstanding Securities delivery of such series. Section 907 Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article Nine shall conform a new Consent prior to the requirements Expiration Time. A Holder who delivered a notice of revocation of Consent may thereafter deliver a new Consent by following the procedures described in the Consent Documents at any time at or prior to the Expiration Time. See “—How to Consent.” MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS The following is a discussion of certain material U.S. federal income tax considerations relating to the adoption of the Trust Indenture Act Proposed Waivers and receipt of the Consent Fee that may be relevant to U.S. Holders and Non-U.S. Holders (each as then defined below) that hold their Solicited Notes as capital assets. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated or proposed thereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect, or to different interpretation. This discussion does not address all of the U.S. federal income tax considerations that may be relevant to specific Holders (as defined below for purposes of this Section only) in light of their particular circumstances or to Holders subject to special treatment under U.S. federal income tax law (such as financial institutions, insurance companies, dealers in securities or other Holders that generally xxxx their securities to market for U.S. federal income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, entities or arrangements treated as partnerships for U.S. federal income tax purposes, certain former citizens or residents of the United States, Holders that hold their Solicited Notes as part of a straddle, hedge, constructive sale, conversion or other integrated transaction or U.S. Holders that have a “functional currency” other than the U.S. dollar). This discussion does not address any U.S. state or local or non-U.S. tax considerations or any U.S. federal estate, gift or alternative minimum tax considerations or the 3.8% Medicare tax on certain investment income.

Revocation of Consents. Notwithstanding clause All properly completed and executed Consent Forms received prior to the Expiration Date will be counted, notwithstanding any transfer of the Notes to which such Consent Form relates, unless the Information and Tabulation Agent receives from a Holder (5or a subsequent holder which has received a proxy from the relevant Holder) a written notice of Section 104revocation or a changed Consent Form bearing a date later than the date of the prior Consent Form at any time prior to the earlier of (i) the execution and delivery of the Supplemental Indenture (which may occur prior to the Expiration Date) or (ii) the Expiration Date. Any notice of revocation received after the Supplemental Indenture is executed will not be effective, any Holder of even if received prior to the Expiration Date. A consent to the Proposed Amendments by a Security or future Holder of the same Security may revoke a consent as to its Security Notes will bind the Holder and every subsequent holder of such Notes or portion of such Notes, even if notation of the consent is not made on such Notes. A transfer of Notes after the Record Date must be accompanied by a Security. Any revocation of a consent by duly executed proxy from the relevant Holder of a Security or any such future Holder shall be effective only if the Trustee receives subsequent transferee is to have revocation rights with respect to the consent to the Proposed Amendments. To be effective, a notice of revocation before must be in writing, must contain the date on name of the Holder and the aggregate principal amount of the Notes to which it relates and must be (a) signed in the Trustee receives an Officer’s Certificate from same manner as the Company certifying that the requisite number original Consent Form or (b) accompanied by a duly executed proxy or other authorization (in form satisfactory to Canwest). All revocations of consents have been received. If, however, a record date is fixed pursuant must be sent to Section 104, then notwithstanding the second preceding sentence, those Persons who were Holders Information and Tabulation Agent at such record date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. Section 905 Effect of Supplemental Indentures. A supplemental indenture or waiver becomes effective upon the (A) receipt by the Company or the Trustee of the requisite number of consents (if required), (B) satisfaction of any conditions to effectiveness as its address set forth in this Indenture or any such supplemental indenture or waiver the Consent Form. Information and (C) Tabulation Agent Canwest has retained Global Bondholder Services Corporation to act as information agent and tabulation agent with respect to a supplemental indenturethe Consent Solicitation (the “Information and Tabulation Agent”). For the services of the Information and Tabulation Agent, execution Canwest has agreed to pay reasonable and customary fees and to reimburse the Information and Tabulation Agent for its reasonable out-of-pocket expenses in connection with such services. Requests for assistance in completing and delivering the Consent Form or requests for additional copies of such supplemental indenture by the Company, any Guarantors, if applicable, and the Trustee. After a supplemental indenture or waiver becomes effective, it shall bind every Holder, unless such supplemental indenture or waiver makes a change described in any of clauses (1) through (6) of Section 902, in which casethis Consent Solicitation Statement, the supplemental indenture accompanying Consent Form and other related documents should be directed to the Information and Tabulation Agent at its address and telephone number set forth on the back cover page hereof. Holders may also contact their broker, dealer, commercial bank, trust company or waiver shall bind a Holder of a Security who is affected thereby only if such Holder has consented to such supplemental indenture or waiver, other nominee for assistance concerning the Consent Solicitation. The executed Consent Form and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security. Upon the effectiveness of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and, except as provided in the preceding sentence, every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Section 906 Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine may, and shall if other documents required by the Trustee, bear a notation in form approved by Consent Form should be sent to the Trustee as to any matter provided for in such supplemental indenture. If Information and Tabulation Agent at the Company shall so determine, new Securities of any series so modified as to conform, address set forth in the opinion of Consent Form, and not to Canwest, the Trustee and Guarantors or the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. Section 907 Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article Nine shall conform to the requirements of the Trust Indenture Act as then in effectTrustee.

Revocation of Consents. Notwithstanding clause (5) of Section 104, any Holder of a Security or future Holder of the same Security may revoke a consent as to its Security or portion of a Security. Any revocation of a consent by the Holder of a Security or any such future Holder shall be effective only if the Trustee receives the notice of revocation before the date on which the Trustee receives an Officer’s Certificate from the Company certifying that the requisite number of consents have been received. If, however, a record date is fixed pursuant to Section 104, then notwithstanding the second preceding sentence, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. Section 905 Effect of Supplemental Indentures. A supplemental indenture or waiver becomes effective upon the (A) receipt by the Company or the Trustee of the requisite number of consents (if required), (B) satisfaction of any conditions to effectiveness as set forth in this Indenture or any such supplemental indenture or waiver and (C) with respect to a supplemental indenture, execution of such supplemental indenture by the Company, any Guarantors, if applicable, and the Trustee. After a supplemental indenture or waiver becomes effective, it shall bind every Holder, unless such supplemental indenture or waiver makes a change described in any of clauses (1) through (6) of Section 902, in which case, the supplemental indenture or waiver shall bind a Holder of a Security who is affected thereby only if such Holder has consented to such supplemental indenture or waiver, and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security. Upon the effectiveness of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and, except as provided in the preceding sentence, every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Section 906 Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. Section 907 Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article Nine shall conform to the requirements of the Trust Indenture Act as then in effect.

Revocation of Consents. Notwithstanding clause Each Holder who delivers a Consent pursuant to the Consent Solicitation will agree in the Consent Letter that it will not revoke its Consent on or after the Consent Date and that until such time it will not revoke its Consent except in accordance with the conditions and procedures for revocation of Consents provided below. Each properly completed and executed Consent will be counted, notwithstanding any transfer of the Notes to which such Consent relates, unless the procedure for revocation of Consents has been followed and completed prior to the Consent Date. The Company will make prompt public disclosure of the occurrence of the Consent Date by press release or other public disclosure (5) of Section 104or by written notice to the Holders). Prior to the Consent Date, any Holder may revoke any Consent given as to its Notes or any portion of such Notes. A Holder desiring to revoke a Consent must deliver to the Tabulation Agent at the address set forth on the last page of this Consent Solicitation Statement and on the Consent Letter a written revocation of such Consent in the form of a Security or future subsequent Consent Letter marked “Against” the Proposed Amendment, including the principal amount of Notes to which such revocation relates and the signature of such Holder. The Tabulation Agent will promptly forward any such written revocations to the Trustee. A revocation of a Consent may only be rescinded by the execution and delivery of a new Consent Letter, in accordance with the procedures herein described by the Holder of who delivered such revocation. Consent Solicitation Statement The revocation must be executed by such Holder in the same Security manner as the Holder’s name appears on the Consent to which the revocation relates. If a revocation is signed by a trustee, partner, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must so indicate when signing and must submit with the revocation appropriate evidence of authority to execute the revocation. A Holder may revoke a consent as Consent only if such revocation complies with the provisions of this Consent Solicitation Statement. In order to revoke a Consent with respect to its Security or portion Notes, a beneficial owner of a Security. Any revocation of a consent by Notes who was not the Holder of a Security or any such future Notes as of the Record Date must instruct the Holder shall be effective only if of such Notes on the Trustee receives the notice of revocation before the date on which the Trustee receives an Officer’s Certificate from the Company certifying that the requisite number of consents have been received. If, however, a record date is fixed pursuant to Section 104, then notwithstanding the second preceding sentence, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled Record Date to revoke any consent previously given, whether or not Consent already given with respect to such Persons continue Notes. The Company reserves the right to contest the validity of any revocation and all questions as to the validity (including time of receipt) of any revocation will be Holders after such record date. Section 905 Effect of Supplemental Indentures. A supplemental indenture or waiver becomes effective upon the (A) receipt determined by the Company or in its sole discretion, which determination will be conclusive and binding subject only to such final review as may be prescribed by the Trustee concerning proof of execution and ownership. None of the requisite number of consents (if required)Guarantors, (B) satisfaction of any conditions to effectiveness as set forth in this Indenture or any such supplemental indenture or waiver and (C) with respect to a supplemental indenture, execution of such supplemental indenture by the Company, any Guarantorsof their affiliates, if applicablethe Solicitation Agent, the Tabulation Agent, the Trustee or any other person will be under any duty to give notification of any defects or irregularities with respect to any revocation nor shall any of them incur any liability for failure to given such notification. Tabulation Agent The Company has retained The Axxxxx Group, Inc. as Tabulation Agent in connection with the Consent Solicitation. The Tabulation Agent will be responsible for collecting Consents. The Tabulation Agent will receive a customary fee for such services and reimbursement of its reasonable out-of-pocket expenses. Requests for assistance in filling out and delivering Consents or for additional copies of this Consent Solicitation Statement or the Consent Letter may be directed to the Tabulation Agent at the address and telephone number set forth on the last page of this Consent Solicitation Statement. Solicitation Agent The Company has retained J.X. Xxxxxx Securities Inc. as Solicitation Agent in connection with the Consent Solicitation. The Solicitation Agent will solicit Consents on behalf of the Company. The Solicitation Agent will be reimbursed for any reasonable out-of-pocket expenses. The Company has agreed to indemnify the Solicitation Agent against certain liabilities and expenses, including liabilities under the federal securities laws, in connection with the Consent Solicitation. The Solicitation Agent and its affiliates have performed various investment banking, commercial lending and financial advisory services for the Company (including in connection with the Notes and the Credit Agreement), for which they have received customary compensation, and the Trustee. After a supplemental indenture or waiver becomes effective, it shall bind every Holder, unless such supplemental indenture or waiver makes a change described in any of clauses (1) through (6) of Section 902, in which case, the supplemental indenture or waiver shall bind a Holder of a Security who is affected thereby only if such Holder has consented may continue to such supplemental indenture or waiver, and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security. Upon the effectiveness of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and, except as provided do so in the preceding sentence, every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound therebyfuture. Section 906 Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conformThe Solicitation Agent, in the opinion ordinary course of the Trustee and the Companyits business, to any such supplemental indenture may be prepared and executed by makes markets in securities of the Company and authenticated and delivered by its affiliates, including the Trustee in exchange for Outstanding Securities of such seriesNotes. Section 907 Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant As a result, from time to this Article Nine shall conform to time, the requirements Solicitation Agent may own certain of the Trust Indenture Act Company’s securities, including the Notes. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS The following discussion summarizes certain material U.S. federal income tax consequences resulting from the Consent Solicitation. This summary deals only with the Notes held as then capital assets within the meaning of Section 1221 of the Code (as defined below) by United States Holders (as defined below) and non-United States Holders (as defined below). This discussion does not describe all of the tax consequences that may be relevant to a United States Holder in effect.light of the United States Holder’s particular circumstances or to United States Holders subject to special rules, such as: • certain financial institutions; • insurance companies; Consent Solicitation Statement • dealers in securities or foreign currencies;