TERMS OF THIS AGREEMENT.
IN THE EVENT THAT ANY CONCURRING NOTEHOLDER
TRANSFERS ANY OF THE NOTES, AS A CONDITION PRECEDENT TO SUCH TRANSFER, SUCH
CONCURRING NOTEHOLDER AGREES TO CAUSE THE TRANSFEREE TO EXECUTE AND DELIVER A
JOINDER AGREEMENT IN CUSTOMARY FORM CONFIRMING THE AGREEMENT OF SUCH TRANSFEREE
TO BE BOUND BY THE TERMS OF THIS AGREEMENT FOR SO LONG AS THIS AGREEMENT SHALL
REMAIN IN EFFECT.
IN THE EVENT THAT THE COMPANY'S CONSENT IS REQUIRED FOR ANY
TRANSFER OF THE NOTES, THE COMPANY HEREBY AGREES TO GRANT SUCH CONSENT PROMPTLY
IN ACCORDANCE WITH THE REQUIREMENTS OF THIS AGREEMENT.
ANY TRANSFER OF THE
NOTES IN VIOLATION OF THE FOREGOING SHALL BE DEEMED INEFFECTIVE TO TRANSFER ANY
RIGHT TO ACCEPT OR REJECT THE EXCHANGE OFFER, TO CONSENT TO OR REJECT THE
INDENTURE AMENDMENT, OR TO ACCEPT OR REJECT THE PREPACKAGED PLAN, WHICH RIGHT
SHALL REMAIN WITH AND BE EXERCISED ONLY BY THE PURPORTED TRANSFEROR.
(C)
EACH CONCURRING NOTEHOLDER AGREES THAT IT
WILL (I) NOT VOTE FOR, CONSENT TO, PROVIDE ANY SUPPORT FOR, PARTICIPATE IN THE
FORMULATION OF, OR SOLICIT OR ENCOURAGE OTHERS TO FORMULATE ANY OTHER TENDER
OFFER, SETTLEMENT OFFER, OR EXCHANGE OFFER FOR THE NOTES OTHER THAN THE EXCHANGE
OFFER; AND (II) PERMIT PUBLIC DISCLOSURE, INCLUDING IN A PRESS RELEASE, OF THE
CONTENTS OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE COMMITMENTS
CONTAINED IN THIS SECTION 4 AND THE TERM SHEET, BUT NOT INCLUDING INFORMATION
WITH RESPECT TO SUCH CONCURRING NOTEHOLDER'S SPECIFIC OWNERSHIP OF NOTES.
(D)
EACH CONCURRING NOTEHOLDER FURTHER AGREES
THAT IT WILL NOT OBJECT TO, OR OTHERWISE COMMENCE ANY PROCEEDING TO OPPOSE, THE
RESTRUCTURING AND SHALL NOT TAKE ANY ACTION THAT IS MATERIALLY INCONSISTENT
WITH, OR THAT WOULD UNREASONABLY DELAY THE CONSUMMATION OF, THE RESTRUCTURING IN
ACCORDANCE WITH THE TERMS OF THE TERM SHEET.
ACCORDINGLY, SO LONG AS THIS
AGREEMENT IS IN EFFECT, EACH CONCURRING NOTEHOLDER AGREES THAT IT SHALL NOT
(I) OBJECT TO CONFIRMATION OF THE PREPACKAGED PLAN OR OTHERWISE COMMENCE ANY
ACTION OR PROCEEDING TO ALTER, OPPOSE OR ADD ANY OTHER PROVISION TO THE
PREPACKAGED PLAN OR ANY OTHER DOCUMENTS OR AGREEMENTS CONSISTENT WITH THE
PREPACKAGED PLAN; (II) OBJECT TO THE APPROVAL OF ANY DISCLOSURE STATEMENT THAT
DESCRIBES THE PREPACKAGED PLAN; (III) VOTE FOR, CONSENT TO, SUPPORT,
INTENTIONALLY INDUCE OR PARTICIPATE DIRECTLY OR INDIRECTLY IN THE FORMATION OF
ANY OTHER PLAN OF REORGANIZATION OR LIQUIDATION PROPOSED OR FILED, OR TO BE
PROPOSED OR FILED, IN ANY CHAPTER 11 CASE FOR THE COMPANY; (IV) COMMENCE OR
SUPPORT ANY ACTION OR PROCEEDING TO SHORTEN OR TERMINATE THE PERIOD DURING WHICH
ONLY THE COMPANY MAY PROPOSE AND/OR SEEK CONFIRMATION OF A PLAN OF
REORGANIZATION FOR THE COMPANY; (V) DIRECTLY OR INDIRECTLY SEEK, SOLICIT,
SUPPORT OR ENCOURAGE ANY OTHER PLAN, SALE, PROPOSAL OR OFFER OF WINDING UP,
LIQUIDATION, REORGANIZATION, MERGER, CONSOLIDATION, DISSOLUTION OR RESTRUCTURING
OF THE COMPANY; OR (VI) COMMENCE OR SUPPORT ANY ACTION FILED BY THE COMPANY OR
ANY OTHER PARTY IN INTEREST TO APPOINT A TRUSTEE, CONSERVATOR, RECEIVER OR
EXAMINER FOR THE COMPANY, OR TO DISMISS ANY CHAPTER