WORKING WITH THE COMPANY, AND TO PROVIDE THE NOTEHOLDER GROUP AND ITS LEGAL AND
FINANCIAL ADVISORS WITH ANY AND ALL DUE DILIGENCE INFORMATION THEY MAY
REASONABLY REQUEST, INCLUDING, WITHOUT LIMITATION, THE COMPANY'S CURRENT 13-WEEK
CASH FLOW SCHEDULE, AND ALL UPDATES THERETO AS SOON AS REASONABLY PRACTICABLE
AFTER THEY ARE PREPARED, BUT IN NO EVENT NO LATER THAN TWO (2) BUSINESS DAYS
THEREAFTER; (B) THE FAILURE OF THE COMPANY TO ENGAGE IN GOOD FAITH NEGOTIATIONS
WITH THE NOTEHOLDER GROUP REGARDING A POTENTIAL RESTRUCTURING TRANSACTION, WHICH
DETERMINATION SHALL BE MADE BY THE NOTEHOLDER GROUP IN ITS REASONABLE
DISCRETION; (C) THE FAILURE OF THE COMPANY TO PROMPTLY NOTIFY THE NOTEHOLDER
GROUP OF THE OCCURRENCE OF A FORBEARANCE DEFAULT (AS DEFINED IN THE DDJ FIFTH
AMENDED FORBEARANCE AGREEMENT) UNDER THE DDJ FIFTH AMENDED FORBEARANCE AGREEMENT
OR ANY AMENDMENT OR MODIFICATION TO THE DDJ FIFTH AMENDED FORBEARANCE AGREEMENT;
(D) TERMINATION OF THE DDJ FIFTH AMENDED FORBEARANCE AGREEMENT; (E) THE
EXECUTION OF ANY AMENDMENT OR MODIFICATION TO THE DDJ FIFTH AMENDED FORBEARANCE
AGREEMENT, WHICH AMENDMENT OR MODIFICATION HAS A MATERIAL ADVERSE EFFECT ON THE
NOTEHOLDER GROUP AS DETERMINED BY THE NOTEHOLDER GROUP IN ITS REASONABLE
DISCRETION;
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(F) TERMINATION BY THE COMPANY OF THE CHANIN ENGAGEMENT LETTER OR THE FAILURE OF
THE COMPANY TO PAY CHANIN'S FEES, EXPENSES AND INDEMNITY IN ACCORDANCE WITH THE
TERMS OF THE CHANIN ENGAGEMENT LETTER; (G) THE OCCURRENCE OF ANY EVENT OF
DEFAULT THAT IS NOT A SPECIFIED EXISTING DEFAULT; (H) THE FAILURE OF THE COMPANY
TO COMPLY WITH ANY TERM, CONDITION, COVENANT OR AGREEMENT SET FORTH IN THIS
FIFTH AMENDED FORBEARANCE AGREEMENT; (I) THE FAILURE OF ANY REPRESENTATION OR
WARRANTY MADE BY THE COMPANY UNDER THIS FIFTH AMENDED FORBEARANCE AGREEMENT TO
BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE WHEN MADE; (J) THE
COMMENCEMENT BY OR AGAINST THE COMPANY OR ANY OF THE SUBSIDIARIES OF A CASE
UNDER TITLE 11 OF THE UNITED STATES CODE; OR (K) THE COMMENCEMENT OF ANY ACTION
OR PROCEEDING BY ANY CREDITOR OF THE COMPANY OR ANY OF THE SUBSIDIARIES SEEKING
TO ATTACH OR TAKE SIMILAR ACTION AGAINST THE ASSETS OF THE COMPANY OR THE
SUBSIDIARIES. ANY FORBEARANCE DEFAULT SHALL CONSTITUTE AN IMMEDIATE EVENT OF
DEFAULT UNDER THE INDENTURE.
(C)
UPON THE OCCURRENCE OF A TERMINATION EVENT, THE AGREEMENT OF THE
NOTEHOLDERS HEREUNDER TO FORBEAR, AND TO DIRECT THE INDENTURE TRUSTEE TO
FORBEAR, FROM EXERCISING RIGHTS AND REMEDIES IN RESPECT OF THE SPECIFIED
EXISTING DEFAULTS, SHALL IMMEDIATELY TERMINATE WITHOUT THE REQUIREMENT OF ANY
DEMAND, PRESENTMENT, PROTEST, OR NOTICE OF ANY KIND (OTHER THAN, WHERE REQUIRED,
THE TERMINATION NOTICE), ALL OF WHICH THE COMPANY AND THE SUBSIDIARIES HEREBY
WAIVE. THE COMPANY AND THE SUBSIDIARIES AGREE THAT, UPON THE OCCURRENCE OF, AND
AT ANY TIME AFTER, THE OCCURRENCE OF A TERMINATION EVENT, THE NOTEHOLDERS OR THE
INDENTURE TRUSTEE, AS APPLICABLE, MAY PROCEED, SUBJECT TO THE TERMS OF THE
INDENTURE, THE INTERCREDITOR AGREEMENT, THE COLLATERAL
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AGREEMENTS AND/OR APPLICABLE LAW, TO EXERCISE ANY OR ALL RIGHTS AND REMEDIES
UNDER THE INDENTURE, THE