3. during the standstill period, aaa shall conduct its business in the ordinary course and shall take no action, without the prior written consent of the committee and sell or otherwise transfer its assets, including inventory, via bulk sale(s) or otherwise, outside of the ordinary course of its business.
4. subject to the separate letter agreement, aaa will pay the reasonable fees and expenses incurred by the committee's professionals during the period between the committee organization date and the termination date. contemporaneously with the execution of this agreement, aaa will wire transfer $,_________ to tb&f. at the conclusion of the standstill period, tb&f shall provide aaa, and its counsel, with a billing statement setting forth the identity of each tb&f professional who has performed services for and on behalf of the committee, the rate charged by each such professional, and the aggregate time spent by each for the service provided. tb&f acknowledges that during the standstill period no legal services shall be provided for any individual committee member or on behalf of any other entity other than the committee in connection with aaa and/or this agreement. tb&f will also forward copies of the expenses incurred by the committee member.
5. during the standstill period, and so long as aaa has complied with all of its obligations under the standstill agreement, the members of the committee will (a) forebear from exercising such rights as they may have against aaa for payment or collection of sums that may be due to them, and (b) either jointly or individually, forebear from participating in the filing of an involuntary bankruptcy proceeding or state court receivership against aaa. such forbearance is not a waiver of any portion of the claims of any committee member.
6. this agreement does not create a joint venture or create a partnership between the parties.
7. this agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. all prior agreements and understandings are merged herein and there are no oral understandings apart form the terms of this agreement. this agreement may be altered, amended or modified only by a written instrument signed by all parties to this agreement.
8. this agreement and any issues arising hereunder will be governed by the laws of the state of california.
9. this agreement may be executed in one or more counterparts, including facsimile transmittals, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.