HOLDERS OF A PERCENTAGE OF THE PRINCIPAL AMOUNT OF THE 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 HOLDERS
AS OF THE DATE HEREOF (INCLUDING ONE ATTORNEY FOR ALL HOLDERS, WHICH IS
CURRENTLY MILBANK, TWEED, HADLEY & MCCLOY LLP AND A SINGLE FINANCIAL ADVISOR FOR
ALL HOLDERS, WHICH IS CURRENTLY ROTHSCHILD INC.) INCURRED IN CONNECTION WITH
THIS SECOND FORBEARANCE AGREEMENT AND THE DISCUSSIONS REGARDING A RESTRUCTURING
OF ITS CAPITAL STRUCTURE.
6.
PROVISIONS OF GENERAL APPLICATION
6.1
EFFECT OF THIS SECOND 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 SECOND 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
SECOND 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 SECOND 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
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 SECOND 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