Agreement to Forbear Sample Clauses

Agreement to Forbear. Subject to the terms and conditions of this Agreement, the Administrative Agent and the Lenders each agrees that during the Forbearance Period (as defined below) it will not, solely by reason of the existence of the Change of Control Event of Default or the occurrence of any other Specified Event of Default exercise any of the following rights or remedies available to the Administrative Agent or any of the Lenders under or in respect of the Term Loan Agreement or the other Loan Documents: (a) the right to declare (i) the principal of, and accrued interest on, the Loans and the Notes and (ii) all of the other Obligations, to be due and payable; and (b) subject to the immediately following paragraph, the right to require that any or all of the Obligations bear interest at the Post-Default Rate. The Borrower acknowledges that during the period from the date of this Agreement until the date 45 days after the date of this Agreement (or such longer period as the Requisite Lenders may agree in their sole discretion), the Administrative Agent and the Lenders may meet or have discussions with individuals who may become members of the Borrower’s Board of Trustees or the Borrower’s senior management, among other things, to allow such individuals to make presentations regarding their business plans for the Borrower. The Borrower consents to the Administrative Agent and the Lenders participating in such meetings and discussions. If they so elect in their sole discretion, the Requisite Lenders may, following any such meetings or discussions or in any event the end of such period, by written notice from the Administrative Agent to the Borrower, elect, effective upon the giving of such notice, to apply the Post- Default Rate to any or all of the outstanding Obligations regardless of whether such Obligations have not been paid when due. Failure of the Requisite Lenders to provide such notice shall not constitute a waiver of their right to impose the Post-Default Rate of interest at any other time.

Agreement to Forbear. Subject to the terms and conditions of this Agreement, Agents and the Lenders hereby agree to forbear from exercising rights and remedies under the Financing Documents on account of the Acknowledged Events of Default for the period (the “Forbearance Period”) commencing on the date hereof and ending on the earlier of (i) November 15, 2012 and (ii) the date that any of the following (each, a “Forbearance Default”) shall occur: (A) any condition or agreement set forth in Section 2(a) of this Agreement is not fully or timely satisfied or performed, (B) the occurrence of any Default or Event of Default under the Credit Agreement (other than the existing Acknowledged Events of Default) or (C) any representation or warranty made by any Borrower in this Agreement or in any other writing or document executed in connection herewith or in any way relating hereto (including, without limitation, any weekly report delivered by Borrowers to Administrative Agent pursuant to Section 2(a)(v) of this Agreement) is or shall be untrue in any material respect when made (the earlier of (i) and (ii) is referred to herein as the “Expiration Date”). Notwithstanding any provision in any of the Financing Documents requiring written notice from Administrative Agent or any other party prior to Agents’ and the Lenders’ pursuing their rights and remedies under the Financing Documents or otherwise available at law or in equity, upon the Expiration Date, the forbearance of Agents and the Lenders under this Agreement shall terminate automatically and without notice, and Agents and the Lenders shall immediately be entitled to all available rights and remedies under any or all of the Financing Documents or otherwise available at law or in equity on account of the Acknowledged Events of Default (or any other then existing Default or Event of Default) without any further notice to any Borrower or any other person. For purposes of clarity, Agent shall not be required to deliver notice to Borrowers of a breach, default or failure to satisfy the conditions or agreements set forth in Section 2(a) of this Agreement and the Borrowers’ failure to satisfy or perform such conditions or agreements shall immediately constitute a Forbearance Default.

Agreement to Forbear. 2.1 Provided that no Forbearance Default occurs, the Consenting Holders hereby agree to refrain through the Termination Date from exercising (including, in the case of the Consenting Holders, by giving all necessary instructions permitted in accordance with the PRI Indenture to the Trustee) any of their rights and remedies under the PRI Indenture or any of the other Indenture Documents that may exist by virtue of the Existing Defaults or the Anticipated Defaults. 2.2 Nothing in this Agreement shall be construed as a waiver of or acquiescence of any Existing Default or Anticipated Default, which shall continue in existence subject only to the agreement of the Consenting Holders, as set forth herein, not to enforce their remedies for a limited period of time. Except as expressly provided herein, the execution and delivery of this Agreement shall not: (a) constitute an extension, modification, or waiver of any aspect of the PRI Indenture or the other Indenture Documents; (b) extend the terms of the PRI Indenture or the due date of any of the principal or interest payments due on the PRI Notes; (c) give rise to any obligation on the part of the Consenting Holders to extend, modify or waive any term or condition of the PRI Indenture or any of the other Indenture Documents; or (d) give rise to any defenses or counterclaims to the right of the Consenting Holders to compel payment of the principal or interest payments due on the PRI Notes or otherwise enforce their rights and remedies under the PRI Indenture and the other Indenture Documents. Except as expressly limited herein, the Consenting Holders hereby expressly reserves all of their rights and remedies under the PRI Indenture and the other Indenture Documents and under applicable law with respect to such Existing Defaults and Anticipated Defaults. From and after the Termination Date, the Consenting Holders shall be entitled to enforce the PRI Indenture and the other Indenture Documents according to the terms of the PRI Indenture and the other Indenture Documents. 2.3 This Agreement shall become effective only upon execution and delivery by holders representing greater than 75% of the outstanding principal amount of the PRI Notes (the "Required Consents"); provided, however, that such Required Consents must be received by no later than the Termination Date of the Forbearance Agreement dated May 30, 2000 executed by the Group, PRI, and the Consenting Holders (the "Expiration Time"). If the Required Consents ar...

Agreement to Forbear. (a) Subject to the next sentence, HSBC agrees that it will not exercise its remedies under the Settlement Agreement, including, without limitation, the filing of the Confessions of Judgment, prior to the Forbearance Termination Date. HSBC shall have no obligation to forbear from exercising such remedies if (i) there occurs or shall have occurred (A) additional defaults or Events of Default under any of the Loan Documents or under the Settlement Agreement, (B) a default in Debtors respective obligations to pay any amounts to HSBC due hereunder, including, without limitation, the First Installment, the Second Installment or the Release Payment (as such terms are hereinafter defined), when due and payable, (C) any other default under this Agreement, or (D) an adverse change affecting HSBC's collateral position or the financial condition or operations of any Debtor (including, without limitation, the filing by any Debtor of a petition in bankruptcy or the institution by or against any Debtor of any other legal proceeding seeking relief from such Debtor's respective debts), or (ii) any Debtor shall commence an action or proceeding of any kind against HSBC. (b) Nothing contained herein shall be deemed to constitute an agreement by HSBC that HSBC will, or is under any obligation to, forbear on or after the Forbearance Termination Date from exercising its rights and remedies under the Settlement Agreement, at law, in equity or otherwise. All rights and remedies of HSBC under the Settlement Agreement, the Loan Documents, at law, in equity or otherwise, are hereby specifically reserved and may be exercised at any time except to the extent otherwise expressly provided herein. (c) Borrower hereby ratifies and reaffirms its obligations to HSBC under the Settlement Agreement and each of the Financing Documents, and represents and warrants to HSBC that Borrower has no right to set-off, nor any defense, protest, objection, claim or counterclaim with respect to the Indebtedness or against the enforcement of HSBC's rights and remedies under Settlement Agreement, any of the Loan Documents, at law, in equity or otherwise. Without limitation of the foregoing, Borrower acknowledges and agrees that the Confession of Judgment and the Designation of Agent for Services each executed by Borrower in connection with the Settlement Agreement remain in full force and effect. Borrower confirms, restates and reiterates each of the acknowledgments, representations and warranties made by Bo...

Agreement to Forbear. In reliance on the representations, warranties, covenants and agreements contained in this Forbearance Agreement, and subject to the satisfaction of each condition precedent set forth in Section 3.1 hereof, but only so long as the Forbearance Termination Date shall not have occurred, the Agent Bank, each Issuing Bank, each Consenting Lender and each Consenting Hedge Bank hereby agree to forbear during the Forbearance Period from exercising their rights and remedies under the Credit Documents, any Subject Hedge Agreement and applicable law arising as a result of the occurrence or continuance of the Specified Events of Default. Notwithstanding the foregoing, the forbearance granted by the Agent Bank, the Issuing Banks, the Consenting Lenders and the Consenting Hedge Banks shall not constitute, and shall not be deemed to constitute a waiver or relinquishment of (x) the Specified Events of Default or of any other Default or Event of Default under the Credit Documents or (y) the Specified Events of Default or of any other Hedge Default under any Subject Hedge Agreement, and each such party hereby expressly reserves all rights, remedies, and claims under the Credit Documents and any Subject Hedge Agreement, as applicable. On and after the Forbearance Termination Date, the agreement hereunder of the Agent Bank, each Issuing Bank, each Consenting Lender and each Consenting Hedge Bank to forbear shall terminate automatically without further act or action by any of the Agent Bank, any Issuing Bank, any Lender or any Hedge Bank, and the Agent Bank, the Issuing Banks, the Lenders and the Hedge Banks shall be entitled to exercise any and all rights and remedies available to any of them under the Credit Agreement, any other Credit Documents or any Hedge Agreement, as applicable, at law, in equity or otherwise without any further lapse of time, expiration of applicable grace periods or requirements of notice, all of which are hereby expressly waived by each Credit Party. For the avoidance of doubt, the foregoing forbearance shall not prohibit the Agent Bank from delivering notices relating to any other Defaults, Events of Default or a Forbearance Termination Event.

Agreement to Forbear. 2.1 Provided that no Forbearance Default occurs, Lender hereby agrees to refrain, through the Termination Date, from exercising any of its rights and remedies under the Credit Agreement or any of the other Loan Documents that may exist by virtue of the Term Loan Default. 2.2 Nothing in this Forbearance shall be construed as a waiver of or acquiescence to any other Default or Event of Default which shall continue in existence subject only to the agreement of Lender, as set forth herein, not to enforce its remedies for a limited period of time with respect to the Term Loan Default. Except as expressly provided herein, the execution and delivery of this Forbearance shall not: (a) constitute an extension, modification, or waiver of any aspect of the Credit Agreement or the other Loan Documents; (b) extend the terms of the Credit Agreement or the due date of any of the Obligations thereunder or in any other Loan Document; (c) give rise to any obligation on the part of Lender to extend, modify or waive any term or condition of the Credit Agreement or any of the other Loan Documents; or (d) give rise to any defenses or counterclaims to the right of Lender to compel payment of the Obligations or to otherwise enforce its rights and remedies under the Credit Agreement and the other Loan Documents. Except as expressly limited herein, Lender hereby expressly reserves all of its rights and remedies under the Loan Documents and under applicable law with respect to the Term Loan Default. From and after the Termination Date, Lender shall be entitled to enforce the Loan Documents according to the original terms thereof.

Agreement to Forbear. The Investor hereby agrees to forbear from declaring during the Forbearance Period (as defined below) the Specified Default and, therefore, shall not be entitled to any Penalty Interest during the Forbearance Period. The Investor shall also refrain from exercising any of its rights and remedies in connection with an Event of Default under the Offering Documents or at law or in equity during the Forbearance Period.

Agreement to Forbear. (a) For purposes of this Section 4, the following terms have the meanings set forth below:

Agreement to Forbear. Subject to the other terms and conditions of this Agreement, the Administrative Agent and the Lenders agree to forbear exercising their rights and remedies arising exclusively as a result of the Acknowledged Events of Default until the New Forbearance Termination Date; PROVIDED, HOWEVER, that the Administrative Agent and the Lenders shall be free to exercise any or all of their rights and remedies arising on account of the Acknowledged Events of Default at any time after the occurrence of a Forbearance Default (defined below).

Agreement to Forbear. Each Secured Party hereby agrees to forbear from exercising remedies in respect of the MAC Default through and until the earliest to occur of (a) the Second Extended Forbearance Termination Date, (b) the occurrence of any Default or Event of Default other than the MAC Default or (c) a breach of any provision of this Agreement (such period the “Second Extended Forbearance Period”). At the end of the Second Extended Forbearance Period, all agreements hereunder to forbear shall terminate automatically and without further notice or action, and be of no force and effect, and the effect of such termination shall be to permit each Secured Party to immediately exercise any and all rights and remedies available to it under the Loan Agreement or any other Loan Document.