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 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 and Warranties. The Company represents and

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

Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, or as set forth in the SEC Reports, the Company hereby makes the following representations and warranties to the Purchaser:

Representations and Warranties of the Company. The Company hereby represents and warrants to the Lenders on the Amendment Effective Date as follows:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to Purchaser that the following representations are true and complete as of the date of the Agreement Date, except as otherwise indicated.

The Company hereby represents and warrants to the Stockholder as of the date of this Agreement and as of the Closing that:

Representations and Warranties of the Company. The Company represents and warrants to the Buyer that: