Common use of Subscriber Acknowledgments Clause in Contracts

Subscriber Acknowledgments. The Subscriber further acknowledges the following as of the date hereof and as of the Closing Date: (a) The Rights Offering Shares purchased pursuant hereto will be initially issued in the name of the Subscriber, an Affiliate of the Subscriber or a Related Fund, as indicated on such Subscriber’s Beneficial Holder Subscription Form or Subscription Period Transfer Notice. (b) This Agreement contains the Subscriber’s irrevocable firm commitment, subject only to the terms and conditions of this Agreement and the Rights Offering Procedures, to purchase the Rights Offering Shares. (c) Except to the extent provided in this Agreement or the Plan, the Company makes no representation or warranty in connection with the purchase of the Rights Offering Shares. (d) No federal or state agency has made or will make any finding or determination as to the adequacy or accuracy of any information provided to the Subscriber in connection with its consideration of its investment in the Rights Offering Shares or as to the fairness of the Rights Offerings for investment, nor any recommendation or endorsement of the Rights Offering Shares. (e) The Company will be relying on representations, warranties and agreements made by the Subscriber to the Company, and the covenants agreed to by the Subscriber, herein. The Subscriber agrees to provide, if requested, any additional information that may reasonably be required to determine its eligibility to purchase the Rights Offering Shares. If there is any change in any of the information provided by the Subscriber, or if any of the Subscriber’s representations and warranties becomes inaccurate in any respect, the Subscriber will furnish such revised or corrected information to the Company as soon as reasonably practicable, but in any event within six (6) Business Days prior to the Subscription Expiration Deadline. (f) The Subscriber understands and acknowledges that all calculations, including, to the extent applicable, the calculation of (i) the value of the Subscriber’s or any other Eligible Holder’s Allowed Note Claim or (ii) the Subscriber’s or any other Eligible Holder’s Rights Offering Shares, shall be made in good faith by the Company with the consent of the Majority Consenting Noteholders and in accordance with any Claim amounts included in the Plan, and any disputes regarding such calculations shall be subject to a final and binding determination by the Bankruptcy Court. (g) The Disclosure Statement contains financial projections. The financial projections set forth in the Disclosure Statement represent the Debtors’ management team’s best estimate of the Debtors’ future financial performance, which is necessarily based on certain assumptions regarding the anticipated future performance of the Reorganized Debtors’ operations, as well as the United States and world economics in general, and the industry segments in the which the Debtors operate in particular. While the Debtors believe that the financial projections contained in the Disclosure Statement are reasonable, there can be assurance that they will be realized. In addition, the projections do not and cannot take into account such factors as the Debtors’ ability to confirm and consummate the Plan; the potential that the Plan may be converted to a process to sell substantially all of the Debtor’s assets under Section 363 of the Bankruptcy Code; the Debtors’ ability to reduce their overall financial leverage; the potential adverse impact of the Chapter 11 Cases on the Debtors’ operations, management and employees, and the risks associated with operating the Debtors’ business during the Chapter 11 Cases; customer responses to the Chapter 11 cases; the Debtors’ inability to discharge or settle claims during the Chapter 11 cases; general economic, business and market conditions; currency fluctuations; interest rate fluctuations; price increases; exposure to litigation; a decline in the Debtors’ market share due to competition or price pressure by customers; the Debtors’ ability to implement cost reduction initiatives in a timely manner; the Debtors’ ability to divest existing businesses; financial conditions of the Debtors’ customers; adverse tax changes; limited access to capital resources; changes in domestic and foreign laws and regulations; trade balance; natural disasters; geopolitical instability; and the effects of governmental regulations on the Debtors’ businesses. The Subscriber acknowledges that it is prepared for the substantial economic risks involved in the purchase of the Rights Offering Shares, including the total loss of its investment. The Debtors will not be under any duty to update the projections or the risk factors included in the Disclosure Statement prior to the Closing Date or after the Closing Date.

Subscriber Acknowledgments. The Subscriber further acknowledges the following as of the date hereof and as of the Closing Date: (a) The Rights Offering Shares purchased pursuant hereto will be initially issued in the name of the Subscriber, an Affiliate of the Subscriber or a Related Fund, as indicated on such Subscriber’s Beneficial Holder Subscription Form or Subscription Period Transfer Notice. (b) This Agreement contains the Subscriber’s irrevocable firm commitment, subject only to the terms and conditions of this Agreement and Agreement, the Rights Offering Procedures, and, if applicable, the Commitment Agreement, to purchase the Rights Offering Shares. (cb) Except to the extent provided in this Agreement or Agreement, the Plan, the Disclosure Statement or, if applicable, the Commitment Agreement, the Company makes no has not made any representation or warranty in connection with the purchase of the Rights Offering Shares. (dc) No federal or state agency has made or will make any finding or determination as to the adequacy or accuracy of any information provided to the Subscriber in connection with its consideration of its investment in the Rights Offering Shares or as to the fairness of the Rights Offerings Offering for investment, nor any recommendation or endorsement of the Rights Offering Shares. (ed) The Company will be relying on representations, warranties and agreements made by the Subscriber to the Company, and the covenants agreed to by the Subscriber, herein. The Subscriber agrees to provide, if requested, any additional information that may reasonably be required to determine its eligibility to purchase the Rights Offering Shares. If there is any change in any of the information provided by the Subscriber relating to such Subscriber’s eligibility to purchase the Rights Offering Shares, or if any of the Subscriber’s representations and warranties becomes inaccurate in any respect, the Subscriber will furnish such revised or corrected information to the Company as soon as reasonably practicable, but in any event within six (6) Business Days prior to the Subscription Expiration Deadline. (fe) The Subscriber understands and acknowledges that all calculations, including, to the extent applicable, the calculation of (i) the value of the Subscriber’s or any other Eligible Holder’s Allowed Note Claim Applicable Claims or (ii) the Subscriber’s or any other Eligible Holder’s Rights Offering Shares, shall be made in good faith by the Company with the consent of the Majority Consenting Noteholders and in accordance with any Claim amounts included in the Plan, and any disputes regarding such calculations shall be subject to a final and binding determination by the Bankruptcy Court. (gf) The Disclosure Statement contains financial projections. The financial projections set forth in the Disclosure Statement represent the Debtors’ management team’s best estimate of the Debtors’ future financial performance, which is are necessarily based on certain assumptions made by the Debtors’ management regarding the anticipated future performance of the Reorganized Debtors’ Company’s operations, as well as the United States and world economics in general, and the industry segments in the which the Debtors operate in particular. While the Debtors believe There is no assurance that the financial projections contained in the Disclosure Statement are reasonable, there can be assurance that they will be realized. In addition, the projections do not and cannot take into account such factors as the Debtors’ ability to confirm and consummate the Plan; the potential that the Plan may be converted to a process to sell substantially all of the Debtor’s assets under Section 363 of the Bankruptcy Code; the Debtors’ ability to reduce their overall financial leverage; the potential adverse impact of the Chapter 11 Cases on the Debtors’ operations, management and employees, and the risks associated with operating the Debtors’ business during the Chapter 11 Cases; customer responses to the Chapter 11 casesCases; the Debtors’ inability to discharge or settle claims during the Chapter 11 casesCases; general economic, business and market conditions; currency fluctuations; interest rate fluctuations; price increases; exposure to litigation; a decline in the Debtors’ market share due to competition or price pressure by customers; the Debtors’ ability to implement cost reduction initiatives in a timely manner; the Debtors’ ability to divest existing businesses; financial conditions of the Debtors’ customers; adverse tax changes; limited access to capital resources; changes in domestic and foreign laws and regulations; trade balance; natural disasters; geopolitical instability; and the effects of governmental regulations on the Debtors’ businesses. The Subscriber acknowledges that it is prepared for the substantial economic risks involved in the purchase of the Rights Offering Shares, including the total loss of its entire investment. The Debtors will not be under any duty to update the projections or the risk factors included in the Disclosure Statement prior to the Closing Date or after the Closing Date. (g) The Subscriber understands that the Rights Offering Shares have not been registered under the Securities Act nor qualified under any state securities laws and that the Rights Offering Shares are being offered and sold pursuant to an exemption from such registration and qualification requirements based in part upon the Subscriber’s representations contained herein.

Subscriber Acknowledgments. The Subscriber further hereby acknowledges the following as of the date hereof and as of the Closing Datethat: (a) The Rights Offering Shares purchased pursuant hereto the Subscription Receipts and the Notes have not been and will not be initially issued qualified for distribution by a prospectus with a securities commission in the name of the Subscriber, an Affiliate of the Subscriber or a Related Fund, as indicated on such Subscriber’s Beneficial Holder Subscription Form or Subscription Period Transfer Notice.any jurisdiction; (b) This Agreement contains the Subscriber’s irrevocable firm commitment, subject only to the terms and conditions of this Agreement and the Rights Offering Procedures, to purchase the Rights Offering Shares.Corporation is not a reporting issuer in any jurisdiction in Canada; (c) Except the Subscription Receipts and the Notes have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States of America; (d) the Corporation has advised the Subscriber that no federal, provincial or state agency, governmental authority, regulatory body, stock exchange or other entity in Canada, the United States or elsewhere has either reviewed this Subscription Agreement, or any other documents which the Corporation has provided or made available to the extent provided in Subscriber, or made any finding or determination as to the merits of this Agreement investment, and no such agencies, governmental authorities, regulatory bodies, stock exchanges or other entities have made any recommendation or endorsement with respect to the Subscription Receipts or the Plan, Notes; (e) the Company makes Subscription Receipts and the Additional Notes may be subject to resale restrictions under applicable securities legislation and the Subscriber covenants to comply with all relevant securities legislation concerning any resale of the Subscription Receipts or the Notes; (f) certificates for the Subscription Receipts will bear a legend respecting restrictions on transfer as required under applicable Securities Laws. (g) no representation “offering memorandum” within the meaning of the Securities Act (Ontario) has been prepared or warranty delivered to the Subscriber in connection with the purchase of the Rights Offering Shares.Subscription Receipts hereunder; (dh) No federal there is no market for the Subscription Receipts or state agency has made or the Notes and no assurance that a market will make any finding or determination as develop, and that realization of the objectives of the Corporation is subject to the adequacy or accuracy of any information provided to the significant economic and business risks. The Subscriber in connection with its consideration of its understands that investment in the Rights Offering Shares or as to the fairness of the Rights Offerings for investment, nor any recommendation or endorsement of the Rights Offering Shares. (e) The Company will be relying on representations, warranties and agreements made by the Subscriber to the Company, Subscription Receipts and the covenants agreed to by the Subscriber, hereinNotes involves a high degree of risk and is suitable only for persons of substantial financial resources who have no need for liquidity in their investment. The Subscriber agrees is able to provide, bear a total loss of its investment; (i) if requested, any additional information that may reasonably be required to determine its eligibility to purchase the Rights Offering Shares. If there is any change in any of the information provided by the Subscriber, or if any of the Subscriber’s representations and warranties becomes inaccurate in any respectapplicable Securities Laws, the Subscriber will furnish execute, deliver and file or assist the Corporation in filing such revised or corrected information reports, undertakings and other documents with respect to the Company as soon as reasonably practicable, but in any event within six (6) Business Days prior to issue and/or sale of the Subscription Expiration Deadline.Receipts or the Additional Notes as may be required by any securities commission or other regulatory authority; (f) The Subscriber understands and acknowledges that all calculations, including, to the extent applicable, the calculation of (ij) the value of the Subscriber’s or any other Eligible Holder’s Allowed Note Claim or (ii) the Subscriber’s or any other Eligible Holder’s Rights Offering Shares, shall be made Subscriber is responsible for obtaining such legal and tax advice as it considers appropriate in good faith by the Company connection with the consent of the Majority Consenting Noteholders execution, delivery and in accordance with any Claim amounts included in the Plan, and any disputes regarding such calculations shall be subject to a final and binding determination by the Bankruptcy Court. (g) The Disclosure Statement contains financial projections. The financial projections set forth in the Disclosure Statement represent the Debtors’ management team’s best estimate of the Debtors’ future financial performance, which is necessarily based on certain assumptions regarding the anticipated future performance of the Reorganized Debtors’ operations, as well as the United States and world economics in general, this Subscription Agreement and the industry segments in the which the Debtors operate in particular. While the Debtors believe that the financial projections contained in the Disclosure Statement are reasonable, there can be assurance that they will be realized. In addition, the projections do not and cannot take into account such factors as the Debtors’ ability to confirm and consummate the Plan; the potential that the Plan may be converted to a process to sell substantially all of the Debtor’s assets transactions contemplated under Section 363 of the Bankruptcy Code; the Debtors’ ability to reduce their overall financial leverage; the potential adverse impact of the Chapter 11 Cases on the Debtors’ operations, management and employees, and the risks associated with operating the Debtors’ business during the Chapter 11 Cases; customer responses to the Chapter 11 cases; the Debtors’ inability to discharge or settle claims during the Chapter 11 cases; general economic, business and market conditions; currency fluctuations; interest rate fluctuations; price increases; exposure to litigation; a decline in the Debtors’ market share due to competition or price pressure by customers; the Debtors’ ability to implement cost reduction initiatives in a timely manner; the Debtors’ ability to divest existing businesses; financial conditions of the Debtors’ customers; adverse tax changes; limited access to capital resources; changes in domestic and foreign laws and regulations; trade balance; natural disasters; geopolitical instability; and the effects of governmental regulations on the Debtors’ businessesthis Subscription Agreement. The Subscriber acknowledges that it is prepared for not relying on legal or tax advice provided by the substantial economic risks involved in Corporation; (k) the purchase Subscriber acknowledges that the Corporation’s counsel is acting as counsel to the Corporation and not as counsel to the Subscriber; and (l) if the Subscriber is resident in, or otherwise subject to the securities laws of the Rights Offering SharesProvince of Ontario, including the information provided by the Subscriber on the signature page of this Subscription Agreement identifying the name, address and telephone number of the Subscriber, the number of Subscription Receipts being purchased hereunder and the total loss of its investment. The Debtors will not be under any duty to update the projections or the risk factors included in the Disclosure Statement prior to purchase price as well as the Closing Date and the exemption that the Subscriber is relying on in purchasing such securities will be disclosed to the Ontario Securities Commission, and such information is being indirectly collected by the Ontario Securities Commission under the authority granted to it under securities legislation. This information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario. The Subscriber hereby authorizes the indirect collection of such information to the Ontario Securities Commission. In the event the Subscriber has any questions with respect to the indirect collection of such information by the Ontario Securities Commission, the Subscriber should contact the Ontario Securities Commission, Administrative Assistant to the Director of Corporate Finance at (▇▇▇) ▇▇▇-▇▇▇▇ or after the Closing Datein person or writing at ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇.

Subscriber Acknowledgments. The Subscriber further acknowledges the following as of the date hereof and as of the Closing Date: (a) The Rights Offering Shares purchased pursuant hereto will be initially issued in the name of the Subscriber, or an Affiliate of the Subscriber or a Related FundSubscriber, as indicated on such Subscriber’s Beneficial Holder General Unsecured Claim Subscription Form or Subscription Period Transfer Notice. (b) This Agreement contains the Subscriber’s irrevocable firm commitment, subject only to the terms and conditions of this Agreement and the Rights Offering OfferingsOffering Procedures, to purchase the Rights Offering Shares. (c) Except to the extent provided in this Agreement or the Plan, the Company makes no representation or warranty in connection with the purchase of the Rights Offering Shares. (d) No federal or state agency has made or will make any finding or determination as to the adequacy or accuracy of any information provided to the Subscriber in connection with its consideration of its investment in the Rights Offering Shares or as to the fairness of the Rights Offerings for investment, nor any recommendation or endorsement of the Rights Offering Shares. (e) The Company will be relying on representations, warranties and agreements made by the Subscriber to the Company, and the covenants agreed to by the Subscriber, herein. The Subscriber agrees to provide, if requested, any additional information that may reasonably be required to determine its eligibility to purchase the Rights Offering Shares. If there is any change in any of the information provided by the Subscriber, or if any of the Subscriber’s representations and warranties becomes inaccurate in any respect, the Subscriber will furnish such revised or corrected information to the Company as soon as reasonably practicable, but in any event within six (6) Business Days prior to the Subscription Expiration Deadline. (f) The Subscriber understands and acknowledges that all calculations, including, to the extent applicable, the calculation of (i) the value of the Subscriber’s or any other Eligible Holder’s Allowed Note General Unsecured Claim or (ii) the Subscriber’s or any other Eligible Holder’s Rights Offering Shares, shall be made in good faith by the Company with the consent of the Majority Consenting Noteholders and in accordance with any Claim amounts included in the Plan, and any disputes regarding such calculations shall be subject to a final and binding determination by the Bankruptcy Court. (g) The Disclosure Statement contains financial projections. The financial projections set forth in the Disclosure Statement represent the Debtors’ management team’s best estimate of the Debtors’ future financial performance, which is necessarily based on certain assumptions regarding the anticipated future performance of the Reorganized Debtors’ operations, as well as the United States and world economics in general, and the industry segments in the which the Debtors operate in particular. While the Debtors believe that the financial projections contained in the Disclosure Statement are reasonable, there can be assurance that they will be realized. In addition, the projections do not and cannot take into account such factors as the Debtors’ ability to confirm and consummate the Plan; the potential that the Plan may be converted to a process to sell substantially all of the Debtor’s assets under Section 363 of the Bankruptcy Code; the Debtors’ ability to reduce their overall financial leverage; the potential adverse impact of the Chapter 11 Cases on the Debtors’ operations, management and employees, and the risks associated with operating the Debtors’ business during the Chapter 11 Cases; customer responses to the Chapter 11 cases; the Debtors’ inability to discharge or settle claims during the Chapter 11 cases; general economic, business and market conditions; currency fluctuations; interest rate fluctuations; price increases; exposure to litigation; a decline in the Debtors’ market share due to competition or price pressure by customers; the Debtors’ ability to implement cost reduction initiatives in a timely manner; the Debtors’ ability to divest existing businesses; financial conditions of the Debtors’ customers; adverse tax changes; limited access to capital resources; changes in domestic and foreign laws and regulations; trade balance; natural disasters; geopolitical instability; and the effects of governmental regulations on the Debtors’ businesses. The Subscriber acknowledges that it is prepared for the substantial economic risks involved in the purchase of the Rights Offering Shares, including the total loss of its investment. The Debtors will not be under any duty to update the projections or the risk factors included in the Disclosure Statement prior to the Closing Date or after the Closing Date.

Subscriber Acknowledgments. The To induce the Fund to accept its subscription and issue the Shares, the Subscriber further acknowledges the following as of the date hereof and as of the Closing Datefollowing: (a) The Rights Offering Shares purchased pursuant hereto have not been and will not be initially issued in registered under the name Securities Act of the Subscriber, an Affiliate of the Subscriber or a Related Fund1933, as indicated on such Subscriber’s Beneficial Holder Subscription Form amended (the “Securities Act”), or Subscription Period Transfer Notice.registered or qualified under the securities laws of any state or other jurisdiction; (b) This Agreement contains The Shares will be sold by the Subscriber’s irrevocable firm commitment, subject only to Fund in reliance on an exemption from the terms and conditions registration requirements of this Agreement and the Rights Offering Procedures, to purchase the Rights Offering Shares.Securities Act; (c) Except to The Fund’s reliance upon an exemption from the extent provided registration requirements of the Securities Act is predicated in part on the Subscriber’s representations, warranties, acknowledgments and agreements contained in this Agreement or the Plan, the Company makes no representation or warranty in connection with the purchase of the Rights Offering Shares.Subscription Agreement; (d) No federal When issued, the Shares will be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act (“Rule 144”), and may not be sold or state agency has made or will make any finding or determination as to the adequacy or accuracy of any information provided to transferred by the Subscriber in connection with its consideration of its investment in unless they are subsequently registered under the Rights Offering Shares Securities Act or as to the fairness of the Rights Offerings for investment, nor any recommendation or endorsement of the Rights Offering Shares.unless an exemption from such registration is available; (e) The Company will be relying on representations, warranties and agreements made by the Subscriber to the Company, and the covenants agreed to by the Subscriber, herein. The Subscriber agrees to provide, if requested, Any certificate representing any additional information that may reasonably be required to determine its eligibility to purchase the Rights Offering Shares. If there is any change in any or all of the information provided Shares subscribed for may bear a legend substantially in the following form: The shares represented by this certificate have been acquired for investment and have not been registered under the SubscriberSecurities Act of 1933, as amended, or if any of the Subscriber’s representations and warranties becomes inaccurate in any respectother federal or state securities law. These shares may not be offered for sale, the Subscriber will furnish such revised sold or corrected information to the Company as soon as reasonably practicable, but in any event within six (6) Business Days prior to the Subscription Expiration Deadline.otherwise transferred unless registered under said securities laws or unless some exemption from registration is available; and (f) There currently do not appear to be any exemptions from the registration provisions of the Securities Act available to the Subscriber for resale of the Shares; provided, however, that with the passage of time, certain exemptions may possibly become available, including an exemption for limited sales in accordance with the conditions of Rule 144. The Subscriber understands and acknowledges that all calculations, including, to the extent applicable, the calculation of (i) the value a primary purpose of the Subscriber’s or any other Eligible Holder’s Allowed Note Claim or information acknowledged in subparagraphs (iia) through (f) above is to put the Subscriber’s or any other Eligible Holder’s Rights Offering Shares, shall be made in good faith by Subscriber on notice as to restrictions on the Company with the consent transferability of the Majority Consenting Noteholders and in accordance with any Claim amounts included in the Plan, and any disputes regarding such calculations shall be subject to a final and binding determination by the Bankruptcy CourtShares. (g) The Disclosure Statement contains financial projections. The financial projections set forth in the Disclosure Statement represent the Debtors’ management team’s best estimate of the Debtors’ future financial performance, which is necessarily based on certain assumptions regarding the anticipated future performance of the Reorganized Debtors’ operations, as well as the United States and world economics in general, and the industry segments in the which the Debtors operate in particular. While the Debtors believe that the financial projections contained in the Disclosure Statement are reasonable, there can be assurance that they will be realized. In addition, the projections do not and cannot take into account such factors as the Debtors’ ability to confirm and consummate the Plan; the potential that the Plan may be converted to a process to sell substantially all of the Debtor’s assets under Section 363 of the Bankruptcy Code; the Debtors’ ability to reduce their overall financial leverage; the potential adverse impact of the Chapter 11 Cases on the Debtors’ operations, management and employees, and the risks associated with operating the Debtors’ business during the Chapter 11 Cases; customer responses to the Chapter 11 cases; the Debtors’ inability to discharge or settle claims during the Chapter 11 cases; general economic, business and market conditions; currency fluctuations; interest rate fluctuations; price increases; exposure to litigation; a decline in the Debtors’ market share due to competition or price pressure by customers; the Debtors’ ability to implement cost reduction initiatives in a timely manner; the Debtors’ ability to divest existing businesses; financial conditions of the Debtors’ customers; adverse tax changes; limited access to capital resources; changes in domestic and foreign laws and regulations; trade balance; natural disasters; geopolitical instability; and the effects of governmental regulations on the Debtors’ businesses. The Subscriber acknowledges that it is prepared for the substantial economic risks involved in the purchase of the Rights Offering Shares, including the total loss of its investment. The Debtors will not be under any duty to update the projections or the risk factors included in the Disclosure Statement prior to the Closing Date or after the Closing Date.

Subscriber Acknowledgments. The Subscriber further acknowledges the following as of the date hereof and as of the Closing Date: (a) The Rights Offering Shares purchased pursuant hereto will be initially issued in the name of the Subscriber, an Affiliate of the Subscriber or a Related Fund, as indicated on such Subscriber’s Beneficial Holder Subscription Form or Subscription Period Transfer Notice. (b) This Agreement contains the Subscriber’s irrevocable firm commitment, subject only to the terms and conditions of this Agreement and the Rights Offering Procedures, to purchase the Rights Offering Shares. (c) Except to the extent provided in this Agreement or the Plan, the Company makes no representation or warranty in connection with the purchase of the Rights Offering Shares. (d) No federal or state agency has made or will make any finding or determination as to the adequacy or accuracy of any information provided to the Subscriber in connection with its consideration of its investment in the Rights Offering Shares or as to the fairness of the Rights Offerings for investment, nor any recommendation or endorsement of the Rights Offering Shares. (e) The Company will be relying on representations, warranties and agreements made by the Subscriber to the Company, and the covenants agreed to by the Subscriber, herein. The Subscriber agrees to provide, if requested, any additional information that may reasonably be required to determine its eligibility to purchase the Rights Offering Shares. If there is any change in any of the information provided by the Subscriber, or if any of the Subscriber’s representations and warranties becomes inaccurate in any respect, the Subscriber will furnish such revised or corrected information to the Company as soon as reasonably practicable, but in any event within six (6) Business Days prior to the Subscription Expiration Deadline. (f) The Subscriber understands and acknowledges that all calculations, including, to the extent applicable, the calculation of (i) the value of the Subscriber’s or any other Eligible Holder’s Allowed Note Claim or (ii) the Subscriber’s or any other Eligible Holder’s Rights Offering Shares, shall be made in good faith by the Company with the consent of the Majority Consenting Noteholders and in accordance with any Claim amounts included in the Plan, and any disputes regarding such calculations shall be subject to a final and binding determination by the Bankruptcy Court. (g) The Disclosure Statement contains financial projections. The financial projections set forth in the Disclosure Statement represent the Debtors’ management team’s best estimate of the Debtors’ future financial performance, which is necessarily based on certain assumptions regarding the anticipated future performance of the Reorganized Debtors’ operations, as well as the United States and world economics in general, and the industry segments in the which the Debtors operate in particular. While the Debtors believe that the financial projections contained in the Disclosure Statement are reasonable, there can be assurance that they will be realized. In addition, the projections do not and cannot take into account such factors as [the Debtors’ ability to confirm and consummate the Plan; the potential that the Plan may be converted to a process to sell substantially all of the Debtor’s assets under Section 363 of the Bankruptcy Code; the Debtors’ ability to reduce their overall financial leverage; the potential adverse impact of the Chapter 11 Cases on the Debtors’ operations, management and employees, and the risks associated with operating the Debtors’ business during the Chapter 11 Cases; customer responses to the Chapter 11 cases; the Debtors’ inability to discharge or settle claims during the Chapter 11 cases; general economic, business and market conditions; currency fluctuations; interest rate fluctuations; price increases; exposure to litigation; a decline in the Debtors’ market share due to competition or price pressure by customers; the Debtors’ ability to implement cost reduction initiatives in a timely manner; the Debtors’ ability to divest existing businesses; financial conditions of the Debtors’ customers; adverse tax changes; limited access to capital resources; changes in domestic and foreign laws and regulations; trade balance; natural disasters; geopolitical instability; and the effects of governmental regulations on the Debtors’ businesses]. The Subscriber acknowledges that it is prepared for the substantial economic risks involved in the purchase of the Rights Offering Shares, including the total loss of its investment. The Debtors will not be under any duty to update the projections or the risk factors included in the Disclosure Statement prior to the Closing Date or after the Closing Date.

Subscriber Acknowledgments. The Subscriber further acknowledges the following as of the date hereof and as of the Closing Date: (a) The Rights Offering Shares purchased pursuant hereto will be initially issued in the name of the Subscriber, Subscriber or an Affiliate of the Subscriber or a Related FundSubscriber, as indicated on such Subscriber’s Beneficial Holder General Unsecured Claim Subscription Form or Subscription Period Transfer Notice. (b) This Agreement contains the Subscriber’s irrevocable firm commitment, subject only to the terms and conditions of this Agreement and the Rights Offering Procedures, to purchase the Rights Offering Shares. (c) Except to the extent provided in this Agreement or the Plan, the Company makes no representation or warranty in connection with the purchase of the Rights Offering Shares. (d) No federal or state agency has made or will make any finding or determination as to the adequacy or accuracy of any information provided to the Subscriber in connection with its consideration of its investment in the Rights Offering Shares or as to the fairness of the Rights Offerings for investment, nor any recommendation or endorsement of the Rights Offering Shares. (e) The Company will be relying on representations, warranties and agreements made by the Subscriber to the Company, and the covenants agreed to by the Subscriber, herein. The Subscriber agrees to provide, if requested, any additional information that may reasonably be required to determine its eligibility to purchase the Rights Offering Shares. If there is any change in any of the information provided by the Subscriber, or if any of the Subscriber’s representations and warranties becomes inaccurate in any respect, the Subscriber will furnish such revised or corrected information to the Company as soon as reasonably practicable, but in any event within six (6) Business Days prior to the Subscription Expiration Deadline. (f) The Subscriber understands and acknowledges that all calculations, including, to the extent applicable, the calculation of (i) the value of the Subscriber’s or any other Eligible Holder’s Allowed Note General Unsecured Claim or (ii) the Subscriber’s or any other Eligible Holder’s Rights Offering Shares, shall be made in good faith by the Company with the consent of the Majority Consenting Noteholders and in accordance with any Claim amounts included in the Plan, and any disputes regarding such calculations shall be subject to a final and binding determination by the Bankruptcy Court. (g) The Disclosure Statement contains financial projections. The financial projections set forth in the Disclosure Statement represent the Debtors’ management team’s best estimate of the Debtors’ future financial performance, which is necessarily based on certain assumptions regarding the anticipated future performance of the Reorganized Debtors’ operations, as well as the United States and world economics in general, and the industry segments in the which the Debtors operate in particular. While the Debtors believe that the financial projections contained in the Disclosure Statement are reasonable, there can be assurance that they will be realized. In addition, the projections do not and cannot take into account such factors as the Debtors’ ability to confirm and consummate the Plan; the potential that the Plan may be converted to a process to sell substantially all of the Debtor’s assets under Section 363 of the Bankruptcy Code; the Debtors’ ability to reduce their overall financial leverage; the potential adverse impact of the Chapter 11 Cases on the Debtors’ operations, management and employees, and the risks associated with operating the Debtors’ business during the Chapter 11 Cases; customer responses to the Chapter 11 cases; the Debtors’ inability to discharge or settle claims during the Chapter 11 cases; general economic, business and market conditions; currency fluctuations; interest rate fluctuations; price increases; exposure to litigation; a decline in the Debtors’ market share due to competition or price pressure by customers; the Debtors’ ability to implement cost reduction initiatives in a timely manner; the Debtors’ ability to divest existing businesses; financial conditions of the Debtors’ customers; adverse tax changes; limited access to capital resources; changes in domestic and foreign laws and regulations; trade balance; natural disasters; geopolitical instability; and the effects of governmental regulations on the Debtors’ businesses. The Subscriber acknowledges that it is prepared for the substantial economic risks involved in the purchase of the Rights Offering Shares, including the total loss of its investment. The Debtors will not be under any duty to update the projections or the risk factors included in the Disclosure Statement prior to the Closing Date or after the Closing Date.

Subscriber Acknowledgments. The Subscriber further hereby acknowledges the following as of the date hereof and as of the Closing Datethat: (a) The Rights Offering Shares purchased pursuant hereto the New First Lien Notes have not been and will not be initially issued qualified for distribution by a prospectus with a Securities Commission in the name of the Subscriber, an Affiliate of the Subscriber or a Related Fund, as indicated on such Subscriber’s Beneficial Holder Subscription Form or Subscription Period Transfer Notice.any jurisdiction; (b) This Agreement contains the Subscriber’s irrevocable firm commitment, subject only to the terms and conditions of this Agreement and the Rights Offering Procedures, to purchase the Rights Offering Shares.Corporation is not a reporting issuer in any jurisdiction in Canada; (c) Except the New First Lien Notes have not been and will not be registered under the U.S. Securities Act, or the Securities Laws of any state of the United States of America; (d) the Corporation has advised the Subscriber that no federal, provincial or state agency, governmental authority, regulatory body, stock exchange or other entity in Canada, the United States or elsewhere has either reviewed this Subscription Agreement, or any other documents which the Corporation has provided or made available to the extent provided in Subscriber, or made any finding or determination as to the merits of this Agreement investment, and no such agencies, governmental authorities, regulatory bodies, stock exchanges or other entities have made any recommendation or endorsement with respect to the Plan, New First Lien Notes; (e) the Company makes New First Lien Notes may be subject to resale restrictions under applicable securities legislation and the Subscriber covenants to comply with all relevant securities legislation concerning any resale of the New First Lien Notes; (f) certificates for the New First Lien Notes will bear a legend respecting restrictions on transfer as required under applicable Securities Laws; (g) no representation “offering memorandum” within the meaning of the Securities Act (Ontario) has been prepared or warranty delivered to the Subscriber in connection with the purchase of the Rights Offering Shares.New First Lien Notes hereunder; (dh) No federal or state agency has made or there is no market for the New First Lien Notes and no assurance that a market will make any finding or determination as develop, and that realization of the objectives of the Corporation is subject to the adequacy or accuracy of any information provided to the significant economic and business risks. The Subscriber in connection with its consideration of its understands that investment in the Rights Offering Shares or as to the fairness New First Lien Notes involves a high degree of the Rights Offerings risk and is suitable only for Persons of substantial financial resources who have no need for liquidity in their investment, nor any recommendation or endorsement of the Rights Offering Shares. (e) The Company will be relying on representations, warranties and agreements made by the Subscriber to the Company, and the covenants agreed to by the Subscriber, herein. The Subscriber agrees is able to provide, bear a total loss of its investment; (i) if requested, any additional information that may reasonably be required to determine its eligibility to purchase the Rights Offering Shares. If there is any change in any of the information provided by the Subscriber, or if any of the Subscriber’s representations and warranties becomes inaccurate in any respectapplicable Securities Laws, the Subscriber will furnish execute, deliver and file or assist the Corporation in filing such revised or corrected information reports, undertakings and other documents with respect to the Company issue and/or sale of the New First Lien Notes as soon as reasonably practicable, but in may be required by any event within six (6) Business Days prior to the Subscription Expiration Deadline.Securities Commission or other regulatory authority; (f) The Subscriber understands and acknowledges that all calculations, including, to the extent applicable, the calculation of (ij) the value of the Subscriber’s or any other Eligible Holder’s Allowed Note Claim or (ii) the Subscriber’s or any other Eligible Holder’s Rights Offering Shares, shall be made Subscriber is responsible for obtaining such legal and tax advice as it considers appropriate in good faith by the Company connection with the consent of the Majority Consenting Noteholders execution, delivery and in accordance with any Claim amounts included in the Plan, and any disputes regarding such calculations shall be subject to a final and binding determination by the Bankruptcy Court. (g) The Disclosure Statement contains financial projections. The financial projections set forth in the Disclosure Statement represent the Debtors’ management team’s best estimate of the Debtors’ future financial performance, which is necessarily based on certain assumptions regarding the anticipated future performance of the Reorganized Debtors’ operations, as well as the United States and world economics in general, this Subscription Agreement and the industry segments in the which the Debtors operate in particular. While the Debtors believe that the financial projections contained in the Disclosure Statement are reasonable, there can be assurance that they will be realized. In addition, the projections do not and cannot take into account such factors as the Debtors’ ability to confirm and consummate the Plan; the potential that the Plan may be converted to a process to sell substantially all of the Debtor’s assets transactions contemplated under Section 363 of the Bankruptcy Code; the Debtors’ ability to reduce their overall financial leverage; the potential adverse impact of the Chapter 11 Cases on the Debtors’ operations, management and employees, and the risks associated with operating the Debtors’ business during the Chapter 11 Cases; customer responses to the Chapter 11 cases; the Debtors’ inability to discharge or settle claims during the Chapter 11 cases; general economic, business and market conditions; currency fluctuations; interest rate fluctuations; price increases; exposure to litigation; a decline in the Debtors’ market share due to competition or price pressure by customers; the Debtors’ ability to implement cost reduction initiatives in a timely manner; the Debtors’ ability to divest existing businesses; financial conditions of the Debtors’ customers; adverse tax changes; limited access to capital resources; changes in domestic and foreign laws and regulations; trade balance; natural disasters; geopolitical instability; and the effects of governmental regulations on the Debtors’ businessesthis Subscription Agreement. The Subscriber acknowledges that it is prepared not relying on legal, tax or any other advice from the Corporation; (k) the Subscriber acknowledges that the Corporation’s counsel is acting as counsel to the Corporation and not as counsel to the Subscriber; and (l) if the Subscriber is resident in, or otherwise subject to the Securities Laws of the Province of Ontario, the information provided by the Subscriber on the signature page of this Subscription Agreement identifying the name, address and telephone number of the Subscriber, the number of New First Lien Notes being purchased hereunder and the total purchase price as well as the Funding Date and the exemption that the Subscriber is relying on in purchasing such securities will be disclosed to the Ontario Securities Commission, and such information is being indirectly collected by the Ontario Securities Commission under the authority granted to it under securities legislation. This information is being collected for the substantial economic risks involved in the purchase purposes of the Rights Offering Shares, including administration and enforcement of the total loss securities legislation of its investmentOntario. The Debtors will not be under any duty to update Subscriber hereby authorizes the projections or the risk factors included in the Disclosure Statement prior indirect collection of such information to the Closing Date Ontario Securities Commission. In the event the Subscriber has any questions with respect to the indirect collection of such information by the Ontario Securities Commission, the Subscriber should contact the Ontario Securities Commission, Administrative Assistant to the Director of Corporate Finance at (▇▇▇) ▇▇▇-▇▇▇▇ or after the Closing Datein person or writing at ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇.