Common use of Professional Advisors’ Meetings Clause in Contracts

Professional Advisors’ Meetings. On a weekly basis (commencing from the First Amendment Effective Date (as defined in that certain Amendment No. 1 to Forbearance Agreement to Indenture, dated as of March 20, 2009, by and among the Company, the Guarantors and certain Holders party hereto)), the Company shall use commercially reasonable efforts to cause the Company Advisors to (i) discuss (at the option of the Company Advisors, in person or telephonically), to the extent not prohibited by the terms of any applicable confidentiality obligation by which the Company is bound, with the Noteholder Advisors, during regular business hours and for reasonable durational periods, the process with respect to, and the status of, any asset sale, merger, consolidation or other business combination, equity infusion, financing proposal (of any type), change of control transaction or restructuring or plan proposal, in each case, contemplated in connection with the Company’s restructuring process (each, a “Proposed Transaction”), including, without limitation, by providing detailed updates and information with respect to the material terms and conditions of any such Proposed Transaction and (ii) from and after the First Amendment Effective Date, promptly deliver to the Noteholder Advisors for their review a copy of each bid and any operative document related thereto (each, a “Proposed Transaction Document”) received by the Company Advisors on or after March 6, 2009 with respect to any Proposed Transaction (the actions described in clauses (i) and (ii) above, collectively, comprising a “Process Update”); provided that, (a) if disclosing a Proposed Transaction Document is prohibited under the terms of any applicable confidentiality obligation by which the Company is bound, the Company Advisors shall, to the extent not prohibited by such confidentiality obligation, deliver a written summary of the material terms and conditions of such Proposed Transaction Document (a “Proposed Transaction Document Summary”) in lieu of a copy thereof; (b) with respect to any confidentiality obligation of the Company to the bidder or bidders selected by the Company to further evaluate a Proposed Transaction (any such bidder, a “Selected Bidder”), the Company agrees that it shall use commercially reasonable efforts to obtain the consent of such Selected Bidder to permit the Company Advisors to provide an un-redacted copy of any Proposed Transaction Document to the Noteholder Advisors, and if such consent is not obtained after using commercially reasonable efforts, the Company Advisors shall, to the extent not prohibited under the terms of any applicable confidentiality obligation by which the Company is bound, deliver a Proposed Transaction Document Summary in lieu thereof; and (c) with respect to any confidentiality obligation by which the Company is bound that arises on or after the First Amendment Effective Date, the Company agrees that it shall use commercially reasonable efforts to ensure that such confidentiality obligations do not prohibit (A) the Company or the Company Advisors from providing any Proposed Transaction Document, Proposed Transaction Document Summary or any other Process Update, or any information relating thereto, to the Noteholder Advisors or (B) the Professional Advisors’ further disclosure of such Proposed Transaction Documents, Proposed Transaction Document Summaries or other Process Updates to any Restricted Holders in accordance with the following sentence. Notwithstanding anything to the contrary herein, prior to any disclosure of any information contained in any Proposed Transaction Document, Proposed Transaction Document Summary or Process Update to any Person, including, without limitation, any Restricted Holders or any other Holder, the Professional Advisors will collectively determine the nature and extent of any such disclosure (which determination shall be documented in writing, including by email correspondence among the Professional Advisors); provided that, if there is a disagreement among the Company Advisors, on the one hand, and the Noteholder Advisors, on the other hand, the information that is the subject of such disagreement shall not be disclosed by the Noteholders Advisors to any Restricted Holder, any other Holder or any other Person unless and until such disagreement is resolved as acknowledged by e-mail correspondence among the Professional Advisors.

Professional Advisors’ Meetings. On a weekly basis (commencing from the First Amendment Forbearance Effective Date (as defined in that certain Amendment No. 1 to Forbearance Agreement to Indenture, dated as of March 20, 2009, by and among the Company, the Guarantors and certain Holders party hereto)Date), the Company shall use commercially reasonable efforts to cause representatives of Xxxxxx Buckfire and Weil, Gotshal & Xxxxxx LLP (collectively, the “Company Advisors Advisors”) to (i) discuss (at the option of the Company Advisors, in person or telephonically), to the extent not prohibited by the terms of any applicable confidentiality obligation by which the Company is bound, with representatives of Moelis and White & Case LLP (collectively the Noteholder “Steering Committee Advisors” and together with the Company Advisors, collectively, the “Professional Advisors”), during regular business hours and for reasonable durational periods, the process with respect to, and the status of, any asset sale, merger, consolidation or other business combination, equity infusion, financing proposal proposals (of any type), change of control transaction or restructuring or plan proposal, in each case, contemplated in connection with the Company’s restructuring process (each, a “Proposed Transaction”), including, without limitation, by providing detailed updates and information with respect to the material terms and conditions of any such Proposed Transaction and (ii) from and after the First Amendment Forbearance Effective Date, promptly deliver to the Noteholder Steering Committee Advisors for their review a copy of each bid and any operative document related thereto (each, a “Proposed Transaction Document”) received by the Company Advisors on or after March 6, 2009 with respect to any Proposed Transaction (the actions described in clauses (i) and (ii) above, collectively, comprising a “Process Update”); provided that, (a) if disclosing a Proposed Transaction Document is prohibited under the terms of any applicable confidentiality obligation by which the Company is bound, the Company Advisors shall, to the extent not prohibited by such confidentiality obligation, deliver a written summary of the material terms and conditions of such Proposed Transaction Document (a “Proposed Transaction Document Summary”) in lieu of a copy thereof; (b) with respect to any confidentiality obligation of the Company to the bidder or bidders selected by the Company to further evaluate a Proposed Transaction (any such bidder, a “Selected Bidder”), the Company agrees that it and the other Credit Parties shall use commercially reasonable efforts to obtain the consent of such Selected Bidder to permit the Company Advisors to provide an un-redacted copy of any Proposed Transaction Document to the Noteholder Steering Committee Advisors, and if such consent is not obtained after using commercially reasonable efforts, the Company Advisors shall, to the extent not prohibited under the terms of any applicable confidentiality obligation by which the Company is bound, deliver a Proposed Transaction Document Summary in lieu thereof; and (c) with respect to any confidentiality obligation by which the Company is bound that arises on or after the First Amendment Forbearance Effective Date, the Company agrees that it it, the other Credit Parties and the Company Advisors shall use commercially reasonable efforts to ensure that such confidentiality obligations do not prohibit (A) the Company Company, any of the other Credit Parties or the Company Advisors from providing any Proposed Transaction Document, Proposed Transaction Document Summary or any other Process Update, or any information relating thereto, to the Noteholder Steering Committee Advisors or (B) the Professional Advisors’ further disclosure of such Proposed Transaction Documents, Proposed Transaction Document Summaries or other Process Updates to any Restricted Holders members of the Steering Committee in accordance with the following sentence. Notwithstanding anything to the contrary herein, prior to any disclosure of any information contained in any Proposed Transaction Document, Proposed Transaction Document Summary or Process Update to any Person, including, without limitation, any Restricted Holders limitation members of the Steering Committee or any other HolderLender, the Professional Advisors will collectively determine the nature and extent of any such disclosure (which determination shall be documented in writing, including by email correspondence among the Professional Advisors); provided that, if there is a disagreement among the Company Advisors, on the one hand, and the Noteholder Steering Committee Advisors, on the other hand, the information that is the subject of such disagreement shall not be disclosed by the Noteholders Steering Committee Advisors to any Restricted Holdermembers of the Steering Committee, any other Holder Lender, or any other Person unless and until such disagreement is resolved as acknowledged by e-mail correspondence among the Professional Advisors.

Professional Advisors’ Meetings. On a weekly basis (commencing from the First Amendment Forbearance Effective Date (as defined in that certain Amendment No. 1 to Forbearance Agreement to Indenture, dated as of March 20, 2009, by and among the Company, the Guarantors and certain Holders party hereto)Date), the Company shall use commercially reasonable efforts to cause representatives of Mxxxxx Buckfire and Weil, Gotshal & Mxxxxx LLP (collectively, the “Company Advisors Advisors”) to (i) discuss (at the option of the Company Advisors, in person or telephonically), to the extent not prohibited by the terms of any applicable confidentiality obligation by which the Company is bound, with representatives of Moelis and White & Case LLP (collectively the Noteholder “Steering Committee Advisors” and together with the Company Advisors, collectively, the “Professional Advisors”), during regular business hours and for reasonable durational periods, the process with respect to, and the status of, any asset sale, merger, consolidation or other business combination, equity infusion, financing proposal proposals (of any type), change of control transaction or restructuring or plan proposal, in each case, contemplated in connection with the Company’s restructuring process (each, a “Proposed Transaction”), including, without limitation, by providing detailed updates and information with respect to the material terms and conditions of any such Proposed Transaction and (ii) from and after the First Amendment Forbearance Effective Date, promptly deliver to the Noteholder Steering Committee Advisors for their review a copy of each bid and any operative document related thereto (each, a “Proposed Transaction Document”) received by the Company Advisors on or after March 69, 2009 with respect to any Proposed Transaction (the actions described in clauses (i) and (ii) above, collectively, comprising a “Process Update”); provided that, (a) if disclosing a Proposed Transaction Document is prohibited under the terms of any applicable confidentiality obligation by which the Company is bound, the Company Advisors shall, to the extent not prohibited by such confidentiality obligation, deliver a written summary of the material terms and conditions of such Proposed Transaction Document (a “Proposed Transaction Document Summary”) in lieu of a copy thereof; (b) with respect to any confidentiality obligation of the Company to the bidder or bidders selected by the Company to further evaluate a Proposed Transaction (any such bidder, a “Selected Bidder”), the Company agrees that it and the other Credit Parties shall use commercially reasonable efforts to obtain the consent of such Selected Bidder to permit the Company Advisors to provide an un-redacted copy of any Proposed Transaction Document to the Noteholder Steering Committee Advisors, and if such consent is not obtained after using commercially reasonable efforts, the Company Advisors shall, to the extent not prohibited under the terms of any applicable confidentiality obligation by which the Company is bound, deliver a Proposed Transaction Document Summary in lieu thereof; and (c) with respect to any confidentiality obligation by which the Company is bound that arises on or after the First Amendment Forbearance Effective Date, the Company agrees that it it, the other Credit Parties and the Company Advisors shall use commercially reasonable efforts to ensure that such confidentiality obligations do not prohibit (A) the Company Company, any of the other Credit Parties or the Company Advisors from providing any Proposed Transaction Document, Proposed Transaction Document Summary or any other Process Update, or any information relating thereto, to the Noteholder Steering Committee Advisors or (B) the Professional Advisors’ further disclosure of such Proposed Transaction Documents, Proposed Transaction Document Summaries or other Process Updates to any Restricted Holders members of the Steering Committee in accordance with the following sentence. Notwithstanding anything to the contrary herein, prior to any disclosure of any information contained in any Proposed Transaction Document, Proposed Transaction Document Summary or Process Update to any Person, including, without limitation, any Restricted Holders limitation members of the Steering Committee or any other HolderLender, the Professional Advisors will collectively determine the nature and extent of any such disclosure (which determination shall be documented in writing, including by email correspondence among the Professional Advisors); provided that, if there is a disagreement among the Company Advisors, on the one hand, and the Noteholder Steering Committee Advisors, on the other hand, the information that is the subject of such disagreement shall not be disclosed by the Noteholders Steering Committee Advisors to any Restricted Holdermembers of the Steering Committee, any other Holder Lender, or any other Person unless and until such disagreement is resolved as acknowledged by e-mail correspondence among the Professional Advisors.