CERTAIN COMPANY REPRESENTATIONS. This Agreement has been duly authorized by all necessary action by the Company, and the Company’s execution, delivery and performance of this Agreement does not violate any other agreement or instrument to which it is currently a party. As of the date hereof, the Company has not granted registration rights to any holder of its securities except pursuant to this Agreement, the Existing Registration Rights Agreement that grants registration rights to certain Stockholders of the Company with respect to shares of common stock. The Company hereby agrees not to grant any registration rights that materially impair the registration rights granted to the Stockholders hereunder.

Company Representations. The Company hereby represents and warrants to the Holder that:

Company Representations. Company represents and warrants that it has all requisite corporate power and authority to execute and perform this letter agreement; all corporate action necessary for the authorization, execution, delivery and performance of this letter agreement has been taken, this Agreement constitutes a valid and binding obligation by Company; and execution and performance of this letter agreement by Company will not violate any provision of Company’ charter or bylaws or any agreement or other instrument to which Company is a party or by which it is bound.

Certain Company Information. The Company will provide such information requested by Holder from time to time, within a reasonable time following each such request, that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements. Holder agrees to treat and hold all information provided by the Company pursuant to this Warrant in confidence in accordance with the provisions of [Section 12.9] of the Loan Agreement (regardless of whether the Loan Agreement shall then be in effect).

The SPV and each Arrow Party that is a party hereto hereby represents and warrants to each of the other Parties that:

Company Representations and Warranties. The Company represents and

Representations of the Company. The Company represents and warrants to that MHR Entities that:

Certain Agreements of the Company. The Company hereby covenants and agrees as follows:

Certain Rights Reserved by the Company. In the event that, pursuant to [Section 13], the Company suspends, modifies or terminates this Plan, the Company shall have the right to distribute to each Participant all amounts in such Participant’s Cash Account or Shares equivalent to units in such Participant’s Stock Unit Account, including, in the case of Stock Unit Accounts, the right to distribute cash equivalent to the units in such Accounts and all Shares attributable to vested Restricted Stock Units that a Participant has elected to defer, provided that any such suspension, modification or termination may be effected without penalty under Section 409A of the Code.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Buyer that: