The Company and the Holder hereby acknowledge and agree that this Forbearance Agreement constitutes a "New Exchange Document" under the 2017 Note.  Accordingly, it shall be an Event of Default under the 2017 Note if (a) any representation or warranty made by the Company under or in connection with this Forbearance Agreement shall have been untrue, false or misleading in any material respect when made, or (b) the Company shall fail to perform or observe any term, covenant or agreement contained in this Forbearance Agreement.  Nothing contained in this Forbearance Agreement shall prejudice or otherwise affect the Holder's rights to enforce the provisions contained herein upon the default by the Company in the performance thereof.