Common use of Sophistication; Investigation Clause in Contracts

Sophistication; Investigation. Such Commitment Party has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Unsubscribed Notes. Such Commitment Party understands and accepts that its investment in the Unsubscribed Notes involve risks. Such Commitment Party has received such documentation as it has deemed necessary to make an informed investment decision in connection with its investment in the Unsubscribed Notes, has had adequate time to review such documents prior to making its decision to invest, has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the terms and conditions of an investment in the Company and has made an independent decision to invest in any Unsubscribed Notes based upon the foregoing and other information available to it, which it has deemed adequate for this purpose. With the assistance of each Commitment Party’s own professional advisors, to the extent that such Commitment Party has deemed appropriate, such Commitment Party has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in any Unsubscribed Notes. Such Commitment Party understands and is able to bear any economic risks associated with such investment. Except for the representations and warranties expressly set forth in this Agreement or any other Transaction Agreement, such Commitment Party has independently evaluated the merits and risks of its decision to enter into this Agreement and disclaims reliance on any representations or warranties, either express or implied, by or on behalf of any Debtors.

Sophistication; Investigation. Such Commitment Party has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Unsubscribed NotesRO Backstop Shares and Premium Shares. Such Commitment Party understands and accepts that its investment in the Unsubscribed Notes RO Backstop Shares and Premium Shares involve risks. Such Commitment Party has received such documentation as it has deemed necessary to make an informed investment decision in connection with its investment in the Unsubscribed Notes, RO Backstop Shares and the Premium Shares has had adequate time to review such documents prior to making its decision to invest, has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the terms and conditions of an investment in the Company and has made an independent decision to invest in any Unsubscribed Notes the RO Backstop Shares and Premium Shares based upon the foregoing and other information available to it, which it has deemed adequate for this purpose. With the assistance of each Commitment Party’s own professional advisors, to the extent that such Commitment Party has deemed appropriate, such Commitment Party has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Backstop Term Loans and any Unsubscribed NotesCommon Shares (including RO Backstop Shares and Premium Shares). Such Commitment Party understands and is able to bear any economic risks associated with such investmentinvestment (including the necessity of holding such shares for an indefinite period of time). Except for the representations and warranties expressly set forth in this Agreement or any other Transaction Agreement, such Commitment Party has independently evaluated the merits and risks of its decision to enter into this Agreement and disclaims reliance on any representations or warranties, either express or implied, by or on behalf of any of the Debtors.

Sophistication; Investigation. Such Commitment Party has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Unsubscribed Unpurchased Notes. Such Commitment Party understands and accepts that its investment in the Unsubscribed Unpurchased Notes involve risks. Such Commitment Party has received such documentation as it has deemed necessary to make an informed investment decision in connection with its investment in the Unsubscribed Unpurchased Notes, has had adequate time to review such documents prior to making its decision to invest, has had a full opportunity to ask questions of and receive answers from the Issuer or the Company or any person or persons acting on behalf of the Issuer or the Company concerning the terms and conditions of an investment in the Company Unpurchased Notes and has made an independent decision to invest in any Unsubscribed Unpurchased Notes based upon the foregoing and other information available to it, which it has deemed adequate for this purpose. With the assistance of each Commitment Party’s own professional advisors, to the extent that such Commitment Party has deemed appropriate, such Commitment Party has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in any Unsubscribed Unpurchased Notes. Such Commitment Party understands and is able to bear any economic risks associated with such investment. Except for the representations and warranties expressly set forth in this Agreement or any other Transaction Agreement, such Commitment Party has independently evaluated the merits and risks of its decision to enter into this Agreement and disclaims reliance on any representations or warranties, either express or implied, by or on behalf of the Company, the Issuer and any DebtorsGuarantors.

Sophistication; Investigation. Such Commitment Party has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Unsubscribed NotesShares, the 4(a)(2) Rights Offering Shares and any shares of New Common Stock issued to such Commitment Party in satisfaction of the Commitment Premium, and any shares of Top HoldCo Common Stock into which such shares are exchanged in the Internal Reorganization. Such Commitment Party understands and accepts that its investment in is an “accredited investor” within the Unsubscribed Notes involve risks. Such Commitment Party has received such documentation as it has deemed necessary to make an informed investment decision in connection with its investment in the Unsubscribed Notes, has had adequate time to review such documents prior to making its decision to invest, has had a full opportunity to ask questions meaning of and receive answers from the Company or any person or persons acting on behalf Rule 501(a) of the Company concerning Securities Act and a “qualified institutional buyer” within the terms and conditions meaning of an investment in the Company and has made an independent decision to invest in any Unsubscribed Notes based upon the foregoing and other information available to it, which it has deemed adequate for this purpose. With the assistance of each Commitment Party’s own professional advisors, to the extent that such Commitment Party has deemed appropriate, such Commitment Party has made its own legal, tax, accounting and financial evaluation Rule 144A of the merits and risks of an investment in any Unsubscribed NotesSecurities Act. Such Commitment Party understands and is able to bear any economic risks associated with such investmentinvestment (including the necessity of holding such shares for an indefinite period of time). Such Commitment Party has conducted and relied on its own independent investigation of, and judgment with respect to, the Company and its Subsidiaries and the advice of its own legal, tax, economic and other advisors. Except for the representations and warranties expressly set forth in this Agreement or any other Transaction Agreement, such Commitment Party has independently evaluated the merits and risks of its decision to enter into this Agreement and disclaims reliance on any representations or warranties, either express or implied, by or on behalf of the Company or any Debtorsof its Subsidiaries. Such Commitment Party acknowledges and agrees that any financial forecasts or projections relating to the Company or any of its Subsidiaries prepared by or on behalf of the Company of any of its Subsidiaries have been provided to such Commitment Party with the understanding and agreement that neither the Company nor any of its Subsidiaries is making any representation or warranty with respect to such forecasts or projections and that actual future results may vary from such forecasts or projections based upon numerous factors.

Sophistication; Investigation. Such Commitment Party has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Unsubscribed NotesShares and any shares of New Common Stock issued to such Commitment Party in satisfaction of the Commitment Premium. Such Commitment Party understands and accepts that its investment in is an “accredited investor” within the Unsubscribed Notes involve risks. Such Commitment Party has received such documentation as it has deemed necessary to make an informed investment decision in connection with its investment in the Unsubscribed Notes, has had adequate time to review such documents prior to making its decision to invest, has had a full opportunity to ask questions meaning of and receive answers from the Company or any person or persons acting on behalf Rule 501(a) of the Company concerning Securities Act and a “qualified institutional buyer” within the terms and conditions meaning of an investment in the Company and has made an independent decision to invest in any Unsubscribed Notes based upon the foregoing and other information available to it, which it has deemed adequate for this purpose. With the assistance of each Commitment Party’s own professional advisors, to the extent that such Commitment Party has deemed appropriate, such Commitment Party has made its own legal, tax, accounting and financial evaluation Rule 144A of the merits and risks of an investment in any Unsubscribed NotesSecurities Act. Such Commitment Party understands and is able to bear any economic risks associated with such investmentinvestment (including the necessity of holding such shares for an indefinite period of time). Except for the representations and warranties expressly set forth in this Agreement or any other Transaction Agreement, such Commitment Party has independently evaluated the merits and risks of its decision to enter into this Agreement and disclaims reliance on any representations or warranties, either express or implied, by or on behalf of the Company or any Debtorsof its Subsidiaries. Such Commitment Party acknowledges that it (A) has been furnished with or has had full access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Unsubscribed Shares or any shares of New Common Stock issued to such Commitment Party in satisfaction of the Commitment Premium, (B) has had an opportunity to discuss with management of the Company the intended business and financial affairs of the Company and to obtain information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to it or to which it had access. Such Commitment Party acknowledges that the transfer of the Unsubscribed Shares or any shares of New Common Stock issued to such Commitment Party in satisfaction of the Commitment Premium has not been registered under the Securities Act or under any state securities laws.