OUTSTANDING NOTES THAT IS REASONABLY
ACCEPTABLE TO THE ISSUER AS INDICATED BY A WRITTEN CONFIRMATION PROVIDED BY THE
ISSUER TO THE COUNSEL TO THE "AD HOC COMMITTEE" OF HOLDERS OF THE NOTES.
5.2
THE ISSUER SHALL HAVE PAID, OR CONCURRENTLY HEREWITH WILL PAY, ALL
REASONABLE DOCUMENTED FEES AND EXPENSES (INCLUDING ATTORNEY FEES) OF THE TRUSTEE
AS OF THE DATE HEREOF AND ALL REASONABLE DOCUMENTED FEES AND EXPENSES OF THE
HOLDERS AS OF THE DATE HEREOF (INCLUDING ONE ATTORNEY FOR ALL HOLDERS, WHICH IS
CURRENTLY MILBANK, TWEED, HADLEY & MCCLOY LLP AND THE FEES OF A SINGLE FINANCIAL
ADVISOR FOR ALL HOLDERS) INCURRED IN CONNECTION WITH THE FORBEARANCE AGREEMENT
AND THE DISCUSSIONS REGARDING A RESTRUCTURING OF ITS CAPITAL STRUCTURE.
6.
PROVISIONS OF GENERAL APPLICATION
6.1
EFFECT OF THIS FORBEARANCE AGREEMENT.
EXCEPT AS MODIFIED PURSUANT
HERETO, NO OTHER CHANGES OR MODIFICATIONS TO THE NOTES AND INDENTURE ARE
INTENDED OR IMPLIED AND IN ALL OTHER RESPECTS THE NOTES AND INDENTURE ARE HEREBY
SPECIFICALLY RATIFIED, RESTATED AND CONFIRMED BY ALL PARTIES HERETO AS OF THE
EFFECTIVE DATE HEREOF.
6.2
MERGER.
THIS FORBEARANCE AGREEMENT AND THE DOCUMENTS EXECUTED IN
CONNECTION HEREWITH REPRESENT THE ENTIRE EXPRESSION OF THE AGREEMENT OF THE
ISSUER AND HOLDERS REGARDING THE MATTERS SET FORTH HEREIN. NO MODIFICATION,
RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS FORBEARANCE
AGREEMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY THE ISSUER AND
HOLDERS.
6.3
GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.
THIS FORBEARANCE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT SUCH PRINCIPLES ARE NOT
MANDATORILY APPLICABLE BY STATUTE AND THE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY. THE ISSUER AND EACH HOLDER HEREBY
5
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN
THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN
THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS FORBEARANCE AGREEMENT AND
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE ISSUER AND EACH
HOLDER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO
UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE ISSUER OR ANY GUARANTOR IN ANY OTHER JURISDICTION.
6.4
BINDING EFFECT;