Contract analysis

Section 1 — Agreement to Be Bound The Joining Party hereby agrees, effective as of the date hereof (the "Joinder Date"), to become a party to, and to be fully bound by, all of the terms, conditions, covenants, obligations, agreements, representations, warranties, and other provisions of the RSA (including, without limitation, all exhibits, schedules, annexes, and attachments thereto, as the same may be amended, resta

Section 2 — Representations and Warranties of the Joining Party The Joining Party hereby represents and warrants to each of the other parties to the RSA as follows: 2.1 Legal Capacity and Authority. The Joining Party is duly organized or formed, validly existing, and in good standing (or the equivalent thereof, to the extent such concept is applicable) under the laws of the jurisdiction of its organization, formation

Section 3 — Voting Commitment The Joining Party irrevocably agrees to timely vote (or cause to be voted) all of its Claims identified on Schedule 1 hereto to accept the Plan and to support approval of the Disclosure Statement, in each case in a manner consistent with the RSA and the Restructuring Term Sheet. The Joining Party shall not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or

Section 4 — Transfer Restrictions The Joining Party acknowledges and agrees to be bound by the transfer restrictions and provisions set forth in the RSA applicable to Consenting Creditors with respect to the Claims listed on Schedule 1 hereto. Without limiting the generality of the foregoing, the Joining Party agrees that any sale, transfer, assignment, pledge, hypothecation, participation, or other disposition (each

Section 5 — Termination This Joinder shall terminate automatically and without any further action or notice upon the termination of the RSA in accordance with its terms, whether by reason of the occurrence of a Termination Event (as defined in the RSA), mutual written agreement of the parties thereto, or otherwise as provided in the RSA. Upon the effective termination of this Joinder, the Joining Party shall be autom

Section 6 — Miscellaneous Provisions 6.1 Governing Law. This Joinder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (whether of the State of New York or any other jurisdiction) that would cause or permit the application of the laws of any jurisdiction other than th

Section 7 — Effectiveness This Joinder shall become effective and binding upon the Joining Party upon the satisfaction of each of the following conditions: (a) the execution and delivery of this Joinder by the Joining Party; and (b) the delivery of a copy of such executed Joinder (which may be delivered by electronic transmission in accordance with Section 6.5) to each of the following: (i) counsel to the Debtors: Ca