THAT ARE WILLING TO
RECEIVE RESTRICTED INFORMATION AT SUCH TIME), AS TO THE FORM AND SUBSTANCE OF
SUCH PUBLIC DISCLOSURES, PROVIDED THAT AT ALL TIMES THE COMPANY SHALL BE SOLELY
RESPONSIBLE FOR EACH PUBLIC DISCLOSURE MADE BY IT.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, UNLESS REQUIRED BY LAWFUL SUBPOENA ISSUED BY A
COURT OF COMPETENT JURISDICTION,
5
Curative shall not, and shall cause each of its direct and indirect subsidiaries
not to, disclose (i) any Supporting Noteholder's identity or (ii) the amount of
such Supporting Noteholder's holdings of Senior Notes, without the prior written
consent of such Supporting Noteholder in each case; and, if such announcement or
disclosure is so required, Curative shall afford the Supporting Noteholders a
reasonable opportunity to review and comment upon any such announcement or
disclosure prior to the applicable announcement or disclosure.
10.
FIDUCIARY DUTIES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, NOTHING IN THIS AGREEMENT SHALL REQUIRE CURATIVE OR ANY DIRECTORS OR
OFFICERS OF CURATIVE (IN SUCH PERSON'S CAPACITY AS A DIRECTOR OR OFFICER OF
CURATIVE) TO TAKE ANY ACTION, OR TO REFRAIN FROM TAKING ANY ACTION, TO THE
EXTENT REQUIRED TO COMPLY WITH ITS OR THEIR FIDUCIARY OBLIGATIONS UNDER
APPLICABLE LAW.
NOTHING HEREIN WILL LIMIT OR AFFECT, OR GIVE RISE TO ANY
LIABILITY, TO THE EXTENT REQUIRED FOR THE DISCHARGE OF THE FIDUCIARY OBLIGATIONS
DESCRIBED IN THIS SECTION 10.
11.
IMPACT OF APPOINTMENT TO CREDITORS' COMMITTEE.
CURATIVE AGREES TO
USE ITS REASONABLE BEST EFFORTS, IF REQUESTED BY ANY SUPPORTING NOTEHOLDER, TO
SUPPORT SUCH SUPPORTING NOTEHOLDER'S APPOINTMENT TO ANY OFFICIAL UNSECURED
CREDITORS' COMMITTEE ("CREDITORS' COMMITTEE") FORMED PURSUANT TO 11 U.S.C.
§ 1102 IN THE CHAPTER 11 CASES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
IF ANY SUPPORTING NOTEHOLDER IS APPOINTED TO AND SERVES ON THE CREDITORS'
COMMITTEE IN THE CHAPTER 11 CASES, THE TERMS OF THIS AGREEMENT SHALL NOT BE
CONSTRUED SO AS TO LIMIT ANY ACTIONS TAKEN IN FURTHERANCE OF SUCH SUPPORTING
NOTEHOLDER'S FIDUCIARY DUTIES TO ANY PERSON ARISING FROM ITS SERVICE ON SUCH
CREDITORS' COMMITTEE, AND ANY SUCH EXERCISE (IN THE SOLE DISCRETION OF SUCH
SUPPORTING NOTEHOLDER) OF SUCH FIDUCIARY DUTIES SHALL NOT BE DEEMED TO
CONSTITUTE A BREACH OF THE TERMS OF THIS AGREEMENT.
12.
NOTICES.
ALL NOTICES, REQUESTS, ELECTIONS, AND DEMANDS UNDER OR
IN CONNECTION WITH THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DELIVERED BY
HAND, SENT BY RECOGNIZED OVERNIGHT COURIER, OR SENT BY FACSIMILE OR SIMILAR
ELECTRONIC MEANS TO THE PARTY AS SET FORTH UNDER ITS SIGNATURE HERETO, OR TO
SUCH OTHER ADDRESS OR FACSIMILE NUMBER AS SUCH PARTY SHALL PROVIDE TO ALL OTHER
PARTIES HERETO IN WRITING, AND SHALL BE DEEMED SENT OR GIVEN HEREUNDER, IN THE
CASE OF PERSONAL DELIVERY OR DELIVERY BY RECOGNIZED OVERNIGHT COURIER, ON THE
DATE OF ACTUAL DELIVERY, AND IN THE CASE OF TRANSMISSION BY FACSIMILE OR SIMILAR
ELECTRONIC MEANS, ON THE DATE OF ACTUAL TRANSMISSION.
13.
ENTIRE AGREEMENT; MODIFICATION; WAIVER.
THIS AGREEMENT AND THE
PLAN (THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN) CONSTITUTE THE ENTIRE
AGREEMENT AMONG THE PARTIES AS