Common use of Adequate Information; No Reliance Clause in Contracts

Adequate Information; No Reliance. The Holder acknowledges and agrees that (a) the Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Exchange and has had the opportunity to review the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissions, (b) the Holder has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) the Holder has had a full opportunity to speak directly with directors, officers and “Affiliates” (as that term is defined in Rule 501(b) of Regulation D under the Securities Act) of the Company and to ask questions of the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Exchange, and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (d) the Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Exchange and to make an informed investment decision with respect to such Exchange and (e) the Holder is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its affiliates or representatives, except for (A) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act, and (B) the representations and warranties made by the Company in this Agreement.

Adequate Information; No Reliance. The Holder Undersigned and each Noteholder acknowledges and agrees that (ai) it has access to (including through the Holder ▇▇▇▇▇ system) and has reviewed the Company’s reports filed with the Securities and Exchange Commission, including the “risk factors” contained in such reports, and it has been furnished with all materials it considers relevant to making an investment decision to enter into the Exchange and has had the opportunity to review the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”)Commission, including, without limitation, all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissionsAct, (bii) the Holder has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) the Holder it has had a full opportunity to speak directly with directors, officers and “Affiliates” (as that term is defined in Rule 501(b) of Regulation D under the Securities Act) of the Company and to ask questions of and receive answers from the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the ExchangeExchange and its investment in the Exchanged Shares, (iii) such Noteholder, together with its professional advisers, is a sophisticated and experienced investor and is capable of evaluating, to its satisfaction, the accounting, tax, financial, legal and other risks associated with the Exchange and its investment in the Exchanged Shares, and to obtain that such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (d) the Holder Noteholder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Exchange and its investment in the Exchanged Shares and to make an informed investment decision with respect to such Exchange and investment in the Exchanged Shares, and that such Noteholder is capable of sustaining any loss resulting therefrom without material injury, (eiv) it understands that no federal or state agency has passed upon the Holder merits or risks of an investment in the Common Stock or made any finding or determination concerning the fairness or advisability of its investment in the Exchanged Shares or the Exchange, and none of the Company or its representatives or Affiliates is acting as a fiduciary or financial or investment advisor to such Noteholder, (v) it is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its affiliates Affiliates or representatives, except for (A) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act, and (B) the representations and warranties made by the Company in this Agreement, (vi) no statement or written material contrary to this Agreement has been made or given to such Noteholder by or on behalf of the Company and (vii) such Noteholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Exchanged Shares and has the ability to bear the economic risks of its investment and can afford the complete loss of such investment. The Undersigned and each Noteholder also specifically acknowledges that the Company would not enter into this Agreement or any related documents in the absence of the Undersigned’s and each Noteholder’s representations and acknowledgments set out in this Agreement, and that this Agreement, including such representations and acknowledgments, are a fundamental inducement to the Company, and a substantial portion of the consideration provided by the Undersigned and each Noteholder, in this transaction, and that the Company would not enter into this transaction but for this inducement. The Undersigned agrees that it shall and it shall cause each Noteholder to, upon request, execute and deliver any additional documents reasonably deemed by the Company, the Trustee or the transfer agent for the Common Stock to be necessary or desirable to complete the Exchange.

Adequate Information; No Reliance. The Holder Ares acknowledges and agrees that (a) the Holder Ares has been furnished with all materials it considers relevant to making an investment decision to enter into the Exchange and to consummate the other transactions contemplated hereby and has had the opportunity to review the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissionsAct, (b) the Holder has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) the Holder Ares has had a full opportunity to speak directly with directors, officers and “Affiliates” (as that term is defined in Rule 501(b) of Regulation D under the Securities Act) of the Company and to ask questions of and receive answers from the Company and such directors, officers and Affiliates of the Company concerning the Company, its their business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Exchange, (c) Ares, together with its professional advisers, is a sophisticated and experienced investor and is capable of evaluating, to obtain such additional information as it deems necessary to verify its satisfaction, the accuracy of accounting, tax, financial, legal and other risks associated with the information furnished to it Exchange, and has asked such questions, received such answers and obtained such information as it deems necessary, (d) the Holder that Ares has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Exchange and to make an informed investment decision with respect to such Exchange Exchange, and that Ares is capable of sustaining any loss resulting therefrom without material injury, (d) no statement or written material contrary to this Agreement has been made or given to Ares by or on behalf of the Company, any of its officers, directors or employees, or any of their respective affiliates or representatives, (e) the Holder terms of the Exchange are the result of bilateral negotiations among the parties and (f) Ares is not relyingable to represent its own interests in the Exchange, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective Exchange of the 2L Accrued PIK Interest and the investment in the Exchange Shares and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any ability to bear the economic risks of its affiliates or representatives, except for (A) investment and can afford the publicly available filings and submissions made by the Company with the SEC under the Exchange Act, and (B) the representations and warranties made by the Company in this Agreementcomplete loss of such investment.