Common use of Representation by Counsel Clause in Contracts

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by party and its counsel cooperated in connection with the drafting and preparation of this Agreement and the transactions contemplated documents referred to herein. Accordingly, any rule of law or any legal decision that would provide require interpretation of any Party with a defense to the enforcement of the terms of ambiguities in this Agreement against such Party based upon lack the party that drafted it is of legal counsel shall have no application and is hereby expressly waivedwaived by each party.

Representation by Counsel. Each Party party hereto acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereinby this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party party hereto with a defense to the enforcement of the terms of this Agreement against such Party party based upon lack of legal counsel counsel, shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with respect to this Agreement and the transactions contemplated hereinRestructuring Transactions. Accordingly, any rule of law or any legal decision Applicable Law that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. No Party shall be considered to be the drafter of this Agreement or any of its provisions for the purpose of any Applicable Law would, or might cause, any provision to be construed against such Party.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereinby this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by by, or provided a reasonable period of time to obtain access to and advice by, counsel in connection with this Agreement and the transactions Restructuring Transaction contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it is has been had the opportunity to be represented by counsel in connection with this Agreement and the transactions contemplated hereinhereunder. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party hereto acknowledges that it has been represented by counsel (or had the opportunity to and waived its right to do so) in connection with this Agreement and the transactions contemplated hereinby this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party hereto with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with respect to this Agreement and the transactions contemplated hereinRestructuring Transaction. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. No Party shall be considered to be the drafter of this Agreement or any of its provisions for the purpose of any statute, decision or rule of interpretation or construction that would, or might cause, any provision to be construed against such Party.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with this Agreement and the transactions Forbearance as contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been had the opportunity to be represented by counsel in connection with this Agreement and the transactions contemplated hereinby this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party hereto acknowledges that it has been represented by counsel (or had the opportunity to and waived its right to do so) in connection with this Agreement and the transactions contemplated hereinTransaction. Accordingly, any rule of law or any legal decision that would provide any Party hereto with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by by, or provided a reasonable period of time to obtain access to and advice by, counsel in connection with this Agreement and the transactions contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been had the opportunity to be represented by counsel in connection with the negotiation and execution of this Agreement and the transactions contemplated hereinAgreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is the Parties hereby expressly waivedwaive any such defense.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with respect to this Agreement and the transactions contemplated hereinRestructuring Transaction. Accordingly, any rule of law or any legal decision Applicable Law that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. No Party shall be considered to be the drafter of this Agreement or any of its provisions for the purpose of any Applicable Law that would, or might cause, any provision to be construed against such Party.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereinby this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel counsel, shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges represents and warrants that it has been represented by legal counsel in connection with this Agreement and the transactions contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Party with a defense respect to the enforcement negotiation of the terms of this Agreement against such Party based upon lack of Agreement, that it has been advised by legal counsel shall as to its rights and obligations under this Agreement and that it and its legal counsel have participated in the review and drafting of this Agreement. Each Party has had the opportunity to draft, review and edit this Agreement. Accordingly, no application and is expressly waivedpresumption for or against any Party arising out of drafting all or any part of this Agreement will be applied in any action relating to or arising from this Agreement.

Representation by Counsel. Each Party acknowledges that it has been had the opportunity to be represented by counsel in connection with this Agreement and the transactions contemplated hereinby this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel counsel, shall have no application and is expressly waived.waived.‌

Representation by Counsel. Each Party acknowledges that it has been represented by by, or provided a reasonable period of time to obtain access to and advice by, counsel in connection with respect to this Agreement and the transactions contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party hereto acknowledges that it has been represented by by, or has been provided a reasonable period of time to obtain access to and advice by, counsel in connection with respect to this Agreement and the transactions Transactions contemplated hereinhereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party party hereto acknowledges that it such party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated hereinby this Agreement. Accordingly, any rule of law or any legal decision that would provide require interpretation of any Party with a defense to the enforcement of the terms of claimed ambiguities in this Agreement against such Party based upon lack of legal counsel shall have the party that drafted it has no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with respect to this Agreement and the transactions contemplated hereinAmended Plan. Accordingly, any rule of law or any legal decision Applicable Law that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. No Party shall be considered to be the drafter of this Agreement or any of its provisions for the purpose of any Applicable Law that would, or might cause, any provision to be construed against such Party.

Representation by Counsel. Each Party acknowledges that it has been had the opportunity to be represented by counsel in connection with this Agreement and the transactions contemplated hereinRestructuring. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel counsel, shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges The parties each acknowledge that it each party has been represented by counsel in connection with this Agreement and the transactions contemplated hereinhereby. Accordingly, any rule of law Law or any legal decision that would provide require interpretation of any Party with a defense to the enforcement of the terms claimed ambiguities in any portions of this Agreement against such Party based upon lack of legal counsel shall have the party that drafted it has no application and is expressly waived. If any provision of this Agreement is, in the judgment of the trier of fact, ambiguous or unclear, that provision shall be interpreted in a reasonable manner to effect the intent of the parties.

Representation by Counsel. Each Party hereto acknowledges that it has been represented by counsel (or has been provided a reasonable period of time to obtain access to and advice by counsel and waived its right to do so) in connection with this Agreement Agreement, the Restructuring and the transactions contemplated hereinRestructuring Transactions. Accordingly, any rule of law or any legal decision that would provide any Party hereto with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party party hereto acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereinby this Agreement. Accordingly, Accordingly any rule of law or any legal decision that would provide any Party party hereto with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel party shall have no application and is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the parties hereto.

Representation by Counsel. Each Party hereto acknowledges that it has been represented by by, or has been provided a reasonable period of time to obtain access to and advice by, counsel in connection with respect to this Amended Agreement and the transactions Transactions contemplated hereinhereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Amended Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with respect to this Agreement and the transactions contemplated hereinExchange Transactions. Accordingly, any rule of law or any legal decision Applicable Law that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. No Party shall be considered to be the drafter of this Agreement or any of its provisions for the purpose of any Applicable Law would, or might cause, any provision to be construed against such Party.

Representation by Counsel. Each Party hereto acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereinby this Agreement. Accordingly, Accordingly any rule of law or any legal decision that would provide any Party party hereto with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel party shall have no application and is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the Parties.

Representation by Counsel. Each Party party hereto acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereinby this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party party hereto with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel party shall have no application and is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the Parties hereto.

Representation by Counsel. Each Party acknowledges that it has been represented by by, or has been provided a reasonable period of time to obtain access to and advice by, counsel in connection with respect to this Agreement and the transactions contemplated hereinAgreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel (or has been provided a reasonable period of time to obtain access to and advice by counsel and waived its right to do so) in connection with this Agreement and the transactions contemplated hereinAgreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party party acknowledges that it he has been represented by counsel in connection with this Agreement and the transactions contemplated hereinhereby. Accordingly, any rule of or law or any legal decision that would provide require the interpretation of any Party with a defense to the enforcement of the terms of claimed ambiguities in this Agreement against such Party based upon lack of legal counsel shall have the party that drafted it has no application and is expressly waivedwaived by the parties. The provisions of this Agreement shall be interpreted in a reasonable manner to give effect to the intent of the parties hereto.

Representation by Counsel. Each Party acknowledges of the parties hereto acknowledge that it has they have been represented by counsel in connection with this Agreement and the transactions contemplated hereinby this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party party hereto with a defense to the enforcement of the terms of this Agreement against such Party party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with respect to this Agreement and the transactions contemplated hereinRestructuring Transaction. Accordingly, any rule of law or any legal decision Applicable Law that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. No Party shall be Case 18-10384-MFW Doc 13 Filed 02/26/18 Page 64 of 133 considered to be the drafter of this Agreement or any of its provisions for the purpose of any Applicable Law that would, or might cause, any provision to be construed against such Party.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel (or had the opportunity to be represented by counsel and waived its right to such representation) in connection with this Agreement Agreement, including the negotiation of this Agreement, and the transactions contemplated hereinExchange Transactions, including with respect to tax matters. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waivedwaived by such Party.

Representation by Counsel. Each Party acknowledges that it has been represented by by, or provided a reasonable period of time to obtain access to and advice by, counsel in connection with this Agreement and the transactions contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.. DB02:8441710.2 068401.1001 EXECUTION VERSION

Representation by Counsel. Each Party acknowledges that it has been had the opportunity to be represented by counsel in connection with this Agreement and the transactions contemplated hereinby this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party party hereto with a defense to the enforcement of the terms of this Agreement against such Party party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with this Plan Support Agreement and the transactions contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Plan Support Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with this Agreement and the transactions Forbearance as contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW] SCHEDULE 1

Representation by Counsel. Each Party acknowledges that it has been represented by counsel (or had the opportunity to and waived its right to do so) in connection with this Agreement and the transactions contemplated hereinby this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon on lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been had the opportunity to be represented by counsel in connection with this Settlement Agreement and the transactions contemplated hereinhereunder. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Settlement Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with respect to this Agreement and the transactions contemplated hereinRestructuring Transaction. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. Neither Party shall be considered to be the drafter of this Agreement or any of its provisions for the purpose of any statute, decision or rule of interpretation or construction that would, or might cause, any provision to be construed against such Party.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with this Agreement Amendment and the transactions contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement Amendment against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by by, or provided a reasonable period of time to obtain access to and advice by, counsel in connection with this Agreement and the transactions contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with this Agreement and the transactions Forbearance contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by counsel in connection with respect to this Agreement and the transactions contemplated hereinRestructuring Transaction. Accordingly, any rule of law or any legal decision Applicable Law that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. No Party shall be considered to be the drafter of this Agreement or any of its provisions for the purpose of any Applicable Law would, or might cause, any provision to be construed against such Party.

Representation by Counsel. Each Party acknowledges that it has been had the opportunity to be represented by counsel in connection with this Agreement and the transactions contemplated hereinby this Agreement and the Plan. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel counsel, shall have no application and is expressly waived.

Representation by Counsel. Each Party acknowledges that it has been represented by by, or provided a reasonable period of time to obtain access to and advice by, counsel in connection with this Agreement and the transactions Plan Transaction contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.