Common use of Agreement to Forbear Clause in Contracts

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 (a) For the period (the “Forbearance Period”) beginning as of the date first above written and ending on the earlier to occur of (a) 5:00 p.m., New York time, on May 4, 2009, and (b) termination of this forbearance as provided herein, Agent and Lenders, without waiving, curing or ceasing the continuance of the Existing Events of Default, hereby agree to forbear from the exercise of any of their Rights and Remedies available under the Credit Agreement and the Loan Documents on account of the Existing Events of Default. Neither Agent nor Lenders shall have any obligation to make any Loans, issue, extend or renew, and Borrower shall not request the issuance, extension or renewal of, any Letters of Credit or otherwise extend credit to Borrower under the Credit Agreement during the Forbearance Period. Lenders have considered and will continue to consider during the Forbearance Period, in their sole discretion, whether to honor borrowing requests or requests for issuances of Letters of Credit which shall, in any case, be made pursuant to and in compliance with the Budget (as hereinafter defined). Any past or future Loans to, or issuances of Letters of Credit for the account of, Borrower should not be considered an agreement, express or implied, on the part of Lenders to make any additional Loans or to issue any additional Letters of Credit or an agreement to waive any terms of the Credit Agreement in the future, including, without limitation, the satisfaction of conditions precedent to funding. Agent’s and Lenders’ forbearance provided for herein shall be effective only with respect to the Existing Events of Default and shall terminate and cease to be of force and effect, and Agent and Lenders may exercise all of their respective rights and remedies as may be available under the Credit Agreement and under applicable law, in Agent’s discretion by a written notice to Borrower upon or after the occurrence of any other Default or Event of Default under the Credit Agreement or any Loan Document (other than the Existing Events of Default) or a Default or Event of Default under the terms of this Agreement (individually a “Forbearance Default” and, collectively, the “Forbearance Defaults”). (b) During the Forbearance Period, and provided Agent has not elected to terminate the Forbearance Period following the occurrence of a Forbearance Default in its discretion in accordance with the last sentence of Section 2(a) of this Agreement and that the terms and conditions of this AgreementAgreement are otherwise satisfied, Agent and Lenders agree that Agent shall not accelerate, nor shall Lenders direct Agent to accelerate, the Administrative Agent and Obligations owed to Lenders under 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 Credit Agreement or the occurrence of any other Specified Event of Default otherwise exercise any of the following their rights or remedies available to the Administrative Agent or any and remedies, in each case, as a result of the Lenders under or in respect Existing Events of Default outlined herein. (c) Each of the Term Loan parties hereto agree that any making of Loans or issuances of additional Letters of Credit in the Lenders’ discretion as described in Section 2(a) of this Agreement, whether now or at any time in the future, shall constitute Obligations under the Credit Agreement or and Overadvances made under Section 1.1(a)(iii) of the other Loan Documents: (a) Credit Agreement to protect and preserve the right to declare (i) the principal of, and accrued interest on, the Loans Collateral and the Notes and (ii) all interests 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 timeLenders.

Agreement to Forbear. Subject (a) For the period (the “Forbearance Period”) beginning as of the date first above written and ending on the earlier to occur of (a) 5:00 p.m., New York time, on April 27, 2009, and (b) termination of this forbearance as provided herein, Agent and Lenders, without waiving, curing or ceasing the continuance of the Existing Events of Default, hereby agree to forbear from the exercise of any of their Rights and Remedies available under the Credit Agreement and the Loan Documents on account of the Existing Events of Default. Neither Agent nor Lenders shall have any obligation to make any Loans, issue, extend or renew, and Borrower shall not request the issuance, extension or renewal of, any Letters of Credit or otherwise extend credit to Borrower under the Credit Agreement during the Forbearance Period. Lenders have considered and will continue to consider during the Forbearance Period, in their sole discretion, whether to honor borrowing requests or requests for issuances of Letters of Credit which shall, in any case, be made pursuant to and in compliance with the Budget (as hereinafter defined). Any past or future Loans to, or issuances of Letters of Credit for the account of, Borrower should not be considered an agreement, express or implied, on the part of Lenders to make any additional Loans or to issue any additional Letters of Credit or an agreement to waive any terms of the Credit Agreement in the future, including, without limitation, the satisfaction of conditions precedent to funding. Agent’s and Lenders’ forbearance provided for herein shall be effective only with respect to the Existing Events of Default and shall terminate and cease to be of force and effect, and Agent and Lenders may exercise all of their respective rights and remedies as may be available under the Credit Agreement and under applicable law, in Agent’s discretion by a written notice to Borrower upon or after the occurrence of any other Default or Event of Default under the Credit Agreement or any Loan Document (other than the Existing Events of Default) or a Default or Event of Default under the terms of this Agreement (individually a “Forbearance Default” and, collectively, the “Forbearance Defaults”). (b) During the Forbearance Period, and provided Agent has not elected to terminate the Forbearance Period following the occurrence of a Forbearance Default in its discretion in accordance with the last sentence of Section 2(a) of this Agreement and that the terms and conditions of this AgreementAgreement are otherwise satisfied, Agent and Lenders agree that Agent shall not accelerate, nor shall Lenders direct Agent to accelerate, the Administrative Agent and Obligations owed to Lenders under 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 Credit Agreement or the occurrence of any other Specified Event of Default otherwise exercise any of the following their rights or remedies available to the Administrative Agent or any and remedies, in each case, as a result of the Lenders under or in respect Existing Events of Default outlined herein. (c) Each of the Term Loan parties hereto agree that any making of Loans or issuances of additional Letters of Credit in the Lenders’ discretion as described in Section 2(a) of this Agreement, whether now or at any time in the future, shall constitute Obligations under the Credit Agreement or and Overadvances made under Section 1.1(a)(iii) of the other Loan Documents: (a) Credit Agreement to protect and preserve the right to declare (i) the principal of, and accrued interest on, the Loans Collateral and the Notes and (ii) all interests 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 timeLenders.

Agreement to Forbear. Subject to the terms and conditions of this Agreement, the Administrative Agent Agent, the Issuing Bank 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 Agent, the Issuing Bank or any of the Lenders under or in respect of the Term Loan Credit Agreement or the other Loan Documents: (a) the right to declare (i) the principal of, and accrued interest on, the Loans and the Notes Notes, (ii) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of a Specified Event of Default and (iiiii) all of the other Obligations, to be due and payable; (b) the right to terminate the Commitments and the Swingline Commitment, or the obligation of the Issuing Bank to issue Letters of Credit under the Credit Agreement; and (bc) 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 Agent, the Issuing Bank 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 Agent, the Issuing Bank 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- 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 (a) For the period (the “Forbearance Period”) beginning as of the date first above written and ending on the earlier to occur of (a) 5:00 p.m., New York time, on April 20, 2009, and (b) termination of this forbearance as provided herein, Agent and Lenders, without waiving, curing or ceasing the continuance of the Existing Events of Default, hereby agree to forbear from the exercise of any of their Rights and Remedies available under the Credit Agreement and the Loan Documents on account of the Existing Events of Default. Neither Agent nor Lenders shall have any obligation to make any Loans, issue, extend or renew, and Borrower shall not request the issuance, extension or renewal of, any Letters of Credit or otherwise extend credit to Borrower under the Credit Agreement during the Forbearance Period. Lenders have considered and will continue to consider during the Forbearance Period, in their sole discretion, whether to honor borrowing requests or requests for issuances of Letters of Credit which shall, in any case, be made pursuant to and in compliance with the Budget (as hereinafter defined). Any past or future Loans to, or issuances of Letters of Credit for the account of, Borrower should not be considered an agreement, express or implied, on the part of Lenders to make any additional Loans or to issue any additional Letters of Credit or an agreement to waive any terms of the Credit Agreement in the future, including, without limitation, the satisfaction of conditions precedent to funding. Agent’s and Lenders’ forbearance provided for herein shall be effective only with respect to the Existing Events of Default and shall terminate and cease to be of force and effect, and Agent and Lenders may exercise all of their respective rights and remedies as may be available under the Credit Agreement and under applicable law, in Agent’s discretion by a written notice to Borrower upon or after the occurrence of any other Default or Event of Default under the Credit Agreement or any Loan Document (other than the Existing Events of Default) or a Default or Event of Default under the terms of this Agreement (individually a “Forbearance Default” and, collectively, the “Forbearance Defaults”). (b) During the Forbearance Period, and provided Agent has not elected to terminate the Forbearance Period following the occurrence of a Forbearance Default in its discretion in accordance with the last sentence of Section 2(a) of this Agreement and that the terms and conditions of this AgreementAgreement are otherwise satisfied, Agent and Lenders agree that Agent shall not accelerate, nor shall Lenders direct Agent to accelerate, the Administrative Agent and Obligations owed to Lenders under 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 Credit Agreement or the occurrence of any other Specified Event of Default otherwise exercise any of the following their rights or remedies available to the Administrative Agent or any and remedies, in each case, as a result of the Lenders under or in respect Existing Events of Default outlined herein. (c) Each of the Term Loan parties hereto agree that any making of Loans or issuances of additional Letters of Credit in the Lenders’ discretion as described in Section 2(a) of this Agreement, whether now or at any time in the future, shall constitute Obligations under the Credit Agreement or and Overadvances made under Section 1.1(a)(iii) of the other Loan Documents: (a) Credit Agreement to protect and preserve the right to declare (i) the principal of, and accrued interest on, the Loans Collateral and the Notes and (ii) all interests 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 timeLenders.

Agreement to Forbear. (a) Subject to the conditions set forth in Section 3 below, during the Forbearance Period, and subject to the terms and conditions of this Agreementhereof, the Administrative Collateral Agent and Initial Purchasers hereby agree to forbear from exercising any of their rights and remedies under the Lenders each agrees that Senior Financing Documents with respect to the Existing Senior Defaults. (b) Nothing in this Section 2 shall be construed to be a waiver of or acquiescence in any Existing Senior Default, and all such Existing Senior Defaults shall continue in existence, subject only to the written agreement of Collateral Agent and Initial Purchasers, as set forth herein, to forbear during the Forbearance Period (from exercising any of their rights and remedies under the Senior Financing Documents. Collateral Agent and Initial Purchasers expressly reserve all of their rights and remedies under the Senior Financing Documents and under applicable law with respect to such Existing Senior Defaults, except as defined below) it will not, solely by reason expressly limited in this Agreement. Nothing in this Section 2 shall act as a waiver of the existence accrual of any default interest due under section 2(b) of the Change of Control Event of Default or Senior Financing Agreement during the occurrence of any other Specified Event of Default exercise any Forbearance Period. (c) Upon expiration of the following Forbearance Period, Collateral Agent and Initial Purchasers shall have all the rights or and remedies available to them under the Administrative Agent or any of the Lenders under or in respect of the Term Loan Agreement or the other Loan Senior Financing Documents:, applicable law and otherwise. (ad) Collateral Agent may assume without inquiry that the right to declare (i) the principal ofForbearance Period expires on December 31, and accrued interest on2008, 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 unless it receives from the Initial Purchasers a certificate specifying another date and setting forth the provisions of this Agreement until pursuant to which an alternative Forbearance Period termination date was established. (e) The parties acknowledge and agree that the date 45 days after Prior Forbearance Agreement shall be deemed to have expired and terminated, shall no longer be in full force and effect, and that the date of matters governed therein shall be governed pursuant to 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 timeAgreement.

Agreement to Forbear. Subject 2.1 Provided that no Forbearance Default occurs, Agent and Lenders hereby agree to forbear and refrain, through the Termination Date, from exercising their respective rights and remedies under the Credit Agreement or any other Loan Document that may exist because of the Anticipated Defaults or a default respecting the Sub Debt Payment. 2.2 Nothing in this Agreement shall be construed as a waiver of the Anticipated Defaults, which defaults shall continue in existence subject only to the terms and conditions agreement of this Agreement, the Administrative Agent and Lenders, upon the Lenders each agrees that during occurrence of such Anticipated Defaults as set forth herein, not to enforce their respective rights and remedies for a limited period of time as set forth herein. Notwithstanding the Forbearance Period preceding sentence (as defined below) it will notand without in any manner limiting the generality or the specific thereof), solely by reason of the existence of the Change of Control Event of Default or the occurrence of any Anticipated Defaults or other Specified Event defaults identified herein shall only become Defaults or Events of Default exercise any Defaults for purposes of the following rights Credit Agreement on the Termination Date. Except as expressly provided herein, the execution and delivery of this Agreement shall not: (a) constitute an amendment, extension, modification, or remedies available to the Administrative Agent or waiver of any aspect of the Lenders under or in respect of the Term Loan Credit Agreement or the other Loan Documents: ; (ab) extend the terms of the Credit Agreement or the due date of any of the Obligations; (c) give rise to any obligation on the part of Agent or Lenders 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 Agent and Lenders to declare (i) compel payment of the principal of, Obligations or to otherwise enforce their respective rights and accrued interest on, remedies under the Loans Credit Agreement and the Notes other Loan Documents. Except as expressly limited herein, Agent and (ii) Lenders hereby expressly reserve all of their respective rights and remedies under the Loan Documents and under applicable law with respect to such Anticipated Defaults. Borrower and each Guarantor expressly acknowledge that from and after the Termination Date, Agent and Lenders shall be entitled to enforce the Loan Documents and require strict compliance with all of the other Obligations, to be due terms and payable; and (b) subject to the immediately following paragraph, the right to require that any or all provisions of the Obligations bear interest at the Post-Default Rate. The Borrower acknowledges that during the period from the date of this Credit 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 timeLoan Documents.

Agreement to Forbear. Subject (a) For the period (the “Forbearance Period”) beginning as of the date first above written and ending on the earlier to occur of (a) 5:00 p.m., New York time, on May 11, 2009, and (b) termination of this forbearance as provided herein, Agent and Lenders, without waiving, curing or ceasing the continuance of the Existing Events of Default, hereby agree to forbear from the exercise of any of their Rights and Remedies available under the Credit Agreement and the Loan Documents on account of the Existing Events of Default. Neither Agent nor Lenders shall have any obligation to make any Loans, issue, extend or renew, and Borrower shall not request the issuance, extension or renewal of, any Letters of Credit or otherwise extend credit to Borrower under the Credit Agreement during the Forbearance Period. Lenders have considered and will continue to consider during the Forbearance Period, in their sole discretion, whether to honor borrowing requests or requests for issuances of Letters of Credit which shall, in any case, be made pursuant to and in compliance with the Budget (as hereinafter defined). Any past or future Loans to, or issuances of Letters of Credit for the account of, Borrower should not be considered an agreement, express or implied, on the part of Lenders to make any additional Loans or to issue any additional Letters of Credit or an agreement to waive any terms of the Credit Agreement in the future, including, without limitation, the satisfaction of conditions precedent to funding. Agent’s and Lenders’ forbearance provided for herein shall be effective only with respect to the Existing Events of Default and shall terminate and cease to be of force and effect, and Agent and Lenders may exercise all of their respective rights and remedies as may be available under the Credit Agreement and under applicable law, in Agent’s discretion by a written notice to Borrower upon or after the occurrence of any other Default or Event of Default under the Credit Agreement or any Loan Document (other than the Existing Events of Default) or a Default or Event of Default under the terms of this Agreement (individually a “Forbearance Default” and, collectively, the “Forbearance Defaults”). (b) During the Forbearance Period, and provided Agent has not elected to terminate the Forbearance Period following the occurrence of a Forbearance Default in its discretion in accordance with the last sentence of Section 2(a) of this Agreement and that the terms and conditions of this AgreementAgreement are otherwise satisfied, Agent and Lenders agree that Agent shall not accelerate, nor shall Lenders direct Agent to accelerate, the Administrative Agent and Obligations owed to Lenders under 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 Credit Agreement or the occurrence of any other Specified Event of Default otherwise exercise any of the following their rights or remedies available to the Administrative Agent or any and remedies, in each case, as a result of the Lenders under or in respect Existing Events of Default outlined herein. (c) Each of the Term Loan parties hereto agree that any making of Loans or issuances of additional Letters of Credit in the Lenders’ discretion as described in Section 2(a) of this Agreement, whether now or at any time in the future, shall constitute Obligations under the Credit Agreement or and Overadvances made under Section 1.1(a)(iii) of the other Loan Documents: (a) Credit Agreement to protect and preserve the right to declare (i) the principal of, and accrued interest on, the Loans Collateral and the Notes and (ii) all interests 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 timeLenders.

Agreement to Forbear. Subject (a) If and for so long as each of the Forbearance Conditions is timely satisfied, and subject to the terms and satisfaction of the conditions of this Agreementprecedent set forth in Section 6 hereof, the Administrative Agent and the Lenders each Lender agrees that that, during the Forbearance Period (as defined below) Period, it will not, solely by reason of the existence on this date of the Change Stipulated Defaults, exercise any remedy available to Lender under the Credit Agreement, any of Control the other Loan Documents or Applicable Law to accelerate the maturity of any of the Obligations, enforce collection from any Loan Party of any of the Obligations, to repossess any of the Collateral, or to foreclose its security interest in or other Liens upon any of the Collateral; provided, however, that the foregoing forbearance shall not (i) restrict, impair or otherwise affect (A) Lender’s rights to make demand for payment of any of the Obligations that exceed the sum of (x) the Borrowing Base at such time plus (y) the Permitted Overadvance Amount at such time, or any other limitations imposed under the Credit Agreement or that are payable on demand under the terms of any of the Loan Documents, (B) charge or accrue interest at the Default Rate, (C) Lender’s rights or remedies (including rights of setoff) under or with respect to any deposit account, blocked account, control account, bank agency, lockbox, Letter of Credit or agreement to which Lender is a party relating to any deposit or other account of any Borrower or any Letter of Credit issued for any Borrower’s or any other Loan Party’s account, (D) Lender’s rights to administer the lending relationship with Borrowers under and in accordance with the Loan Documents and this Agreement, including the imposition, change, release or re-imposition of the Availability Block in such amounts and with respect to such matters as Lender may elect from time to time, or (E) Lender’s right to file, record, publish or deliver a notice of default or document of similar effect relating to any Event of Default that is not a Stipulated Default, or the occurrence to take any Lien enforcement action as a consequence of any other Specified such Event of Default exercise Default, or (ii) affect any restriction or prohibition in 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) Documents on the right of any Borrower to declare (i) the principal oftake or omit to take, and accrued interest onor otherwise acquiesce in, the Loans and the Notes and (ii) all certain actions, including any limitations, restriction, or prohibitions with respect to Distributions, advancing monies to any Affiliate, repaying certain Subordinated Debt, consummating acquisitions or making certain dispositions of the other Obligations, assets. Neither this Agreement nor Lender’s forbearance hereunder shall be deemed 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 or a consent to impose the Post-any Default Rate or Event of interest at any other timeDefault.

Agreement to Forbear. Subject to (a) Solely during the terms and conditions of this AgreementForbearance Period, the Administrative Agent and the Lenders each agrees that during hereby agree to forbear from exercising (i) the Forbearance Period (as defined belowright to determine not to make any Advances solely because the Borrower is not able to satisfy the condition precedent to requesting Advances set forth in Section 3.02(b) it will not, solely by reason of the Funding Agreement because of the existence of the Change of Control Existing Incipient Termination Events, the Existing Incipient Event of Default Servicer Termination, any 2003 Indenture Termination Event and any 2003 Indenture Event of Servicer Termination and (ii) except as specified in clauses (d) and (e) below, any of their rights and remedies against Borrower and the Transaction Parties under the Related Documents that may exist, now or during the Forbearance Period, by virtue of the Existing Incipient Termination Events, the Existing Incipient Event of Servicer Termination, any 2003 Indenture Termination Events and any 2003 Indenture Event of Servicer Termination. (b) Nothing in this Agreement shall be construed as a waiver of or acquiescence to any Existing Incipient Termination Event, the Existing Incipient Event of Servicer Termination, any 2003 Indenture Termination Event or any 2003 Indenture Event of Servicer Termination, and the Existing Incipient Termination Events and Existing Incipient Event of Servicer Termination shall continue in existence notwithstanding the agreement of the Administrative Agent and the Lenders, as set forth herein, to forbear in the exercise of rights and remedies against Borrower and the Transaction Parties on the terms and for the period set forth herein. Except as expressly provided herein, the execution and delivery of this Agreement shall not: (i) constitute an extension, modification, or waiver of any term or aspect of the Sale and Servicing Agreement, the Funding Agreement or the occurrence other Related Documents; (ii) extend the terms of the Sale and Servicing Agreement, the Funding Agreement, the due date of any other Specified Event of Default exercise Borrower Obligations or the due date in respect of any of the following rights or remedies available obligations of the Transaction Parties under the other Related Documents; (iii) give rise to any obligation on the part of the Administrative Agent or any Lender to extend, amend, waive or otherwise modify any term or condition of the Lenders under or in respect of Sale and Servicing Agreement, the Term Loan Funding 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 any of the other Related Documents; or (iv) give rise to any defenses or counterclaims to the right of the Administrative Agent or any Lender to compel payment of Borrower Obligations, the obligations of any of the Transaction Parties under the Related Documents or to be due otherwise enforce their rights and payable; and (b) subject to remedies under the immediately following paragraphSale and Servicing Agreement, the right to require that any or all of Funding Agreement and the Obligations bear interest at the Post-Default Rateother Related Documents. 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 Except as the Requisite Lenders may agree in their sole discretion)expressly limited herein, the Administrative Agent and the Lenders may meet or have discussions hereby expressly reserve all of their rights and remedies under the Related Documents and under applicable law with individuals who may become members respect to the Existing Incipient Termination Events, the Existing Incipient Event of Servicer Termination, any 2003 Indenture Termination Events and any 2003 Indenture Event of Servicer Termination. From and after the Borrower’s Board of Trustees or the Borrower’s senior managementForbearance Termination Date, 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 shall be entitled to enforce the Related Documents according to the terms of the Related Documents. Each of the Transaction Parties acknowledges and discussions. If they so elect in their sole discretionagrees that nothing herein gives rise, the Requisite Lenders mayor shall be deemed to give rise, following to any such meetings commitment, obligation or discussions or in any event the end agreement of such period, by written notice from the Administrative Agent or any Lender to provide debtor-in-possession financing (c) During the Forbearance Period, notwithstanding the occurrence and continued existence of the Existing Incipient Termination Events, the Existing Incipient Event of Servicer Termination, the 2003 Indenture Termination Events and the 2003 Indenture Event of Servicer Termination, the Administrative Agent and the Lenders agree to continue to make Advances to the Borrower. (d) Notwithstanding anything herein to the contrary, electeach of the Borrower, the Lenders and the Administrative Agent agree from and after the date hereof: (i) each Business Day shall constitute a “Settlement Date” and an “Interest Payment Date” under the Funding Agreement; and (ii) on each Settlement Date, after giving effect to the payments required under Section 2.08(c)(i) through (iv) of the Funding Agreement, all unapplied amounts in the Agent Account will be applied on each Business Day in accordance with Section 2.08(c)(v) of the Funding Agreement to the payment of the Outstanding Principal Amount of all Advances. (e) Notwithstanding any provision hereof to the contrary, the Administrative Agent and Lenders maintain that the Missed Payment constitutes, as of April 1, 2008, a Termination Event under Section 8.01(c)(1) and Section 8.01(o)(i) of the Funding Agreement; and (Y) accordingly, the Administrative Agent has the right, effective upon as of April 1, 2008 (the giving date on which such Termination Events first occurred), under Section 2.06(b) of such noticethe Funding Agreement to charge the Borrower the Default Rate with respect to the Advances and the other Borrower Obligations. Borrower and the Transaction Parties dispute the statements contained in clauses (X) and (Y) of the first sentence of this Section 2(e) and maintain that (I) the Missed Payment does not, as of the date hereof, constitute Termination Event; and (II) accordingly, the Administrative Agent does not have the right, as of April 1, 2008 or otherwise until the occurrence (if any) of any 2003 Indenture Termination Event, to apply charge the Post- Default Rate. Each party hereto acknowledges each of the other parties’ position on these issues. Notwithstanding any provision hereof to the contrary, each party hereto reserves all rights and defenses with respect to these issues. Borrower and the Transaction Parties further acknowledge and agree that (A) the Administrative Agent’s reservation set forth in the preceding sentence includes a reservation of its right to assert at any time (and notwithstanding its agreement to otherwise forbear as set forth herein) that the Administrative Agent is permitted under the Funding Agreement to charge the Default Rate to as of April 1, 2008; (B) the Administrative Agent and the Lenders’ entry into this Agreement shall not impair or diminish in any or all way the right of the outstanding Obligations regardless of whether such Obligations have not been paid when due. Failure Administrative Agent described in the preceding clause (A); and (C) if Xxxxxx shall fail to make the interest payment due April 1, 2008 under the 2003 Senior Secured Notes on or before May 1, 2008 unless waived by the holders of the Requisite 2003 Senior Secured Notes, such failure shall constitute (A) an Event of Servicer Termination under Section 8.01(b) of the Sale and Servicing Agreement and (B) a Termination Event under Section 8.01(c)(1) and Section 8.01(o)(i) of the Funding Agreement. (f) Notwithstanding anything herein to the contrary, in consideration for the Lenders’ agreement in clause (c) above, each of the Borrower, the Lenders and the Administrative Agent agree that during the Forbearance Period, the interest rates applicable under the Funding Agreement to provide such notice each Advance and any other unpaid Borrower Obligations shall be increased by two percent (2.00)% per annum; provided, that if the Default Rate is charged at any time during the Forbearance Period, the interest rates applicable under the Funding Agreement shall not constitute a waiver of their right be increased by two percent (2.00)% per annum pursuant to impose this clause (f) for the Post-days upon which the Default Rate of interest at any other timeis charged.

Agreement to Forbear. Subject to the terms and conditions of this Agreement, the Administrative Agent and the Lenders each agrees that (a) Solely during the Forbearance Period Period, Agent and Requisite Lenders hereby agree to forbear from exercising their right to determine not to make any Advance or incur any Letter of Credit Obligations (as defined belowe.g. under Section 2.2(b)) it will not, solely by reason of based on the existence of Existing Default and/or the Change of Control 2003 Indenture Event of Default or from exercising (except as set forth in Section 2(d) hereof) any of their other rights and remedies against Borrower and the occurrence other Credit Parties that may exist by virtue of any other Specified the Existing Default or the 2003 Indenture Event of Default exercise any of under the following rights Credit Agreement (e.g., under Section 7.2 or remedies available to the Administrative Agent Section 7.3 thereof) or any of the Lenders under other Loan Documents. (b) Nothing in this Agreement shall be construed as a waiver of or acquiescence to the Existing Default or the 2003 Indenture Event of Default, and the Existing Default shall continue in respect existence notwithstanding the agreement of Agent and Requisite Lenders, as set forth herein, to forbear in the exercise of rights and remedies against Borrower and the other Credit Parties on the terms and for the period set forth herein. Except as expressly provided herein, the execution and delivery of this Agreement shall not: (i) constitute an extension, modification, or waiver of any term or aspect of the Term Loan Credit Agreement or the other Loan Documents:; (ii) extend the terms of the Credit Agreement or the due date of any of the Obligations; (iii) give rise to any obligation on the part of Agent or Lenders to extend, amend, waive or otherwise modify any term or condition of the Credit Agreement or any of the other Loan Documents; or (iv) give rise to any defenses or counterclaims to the right of Agent or Lenders to compel payment of the Obligations or to otherwise enforce their rights and remedies under the Credit Agreement and the other Loan Documents. Except as expressly limited herein, Agent and Lenders hereby expressly reserve all of their rights and remedies under the Loan Documents and under applicable law with respect to the Existing Default and the 2003 Indenture Event of Default. From and after the Forbearance Termination Date, Agent and Lenders shall be entitled to enforce the Loan Documents according to the terms of the Loan Documents. Each of Borrower and the other Credit Parties acknowledge and agree that nothing herein gives rise, or shall be deemed to give rise, to any commitment, obligation or agreement of Agent or any Lender to provide debtor-in-possession financing. (ac) During the right Forbearance Period, notwithstanding the occurrence and continued existence of the Existing Default or the existence and occurrence of the 2003 Indenture Event of Default, Agent and Requisite Lenders (including all Revolving Lenders) agree that Agent and Revolving Lenders will continue to declare make Revolving Credit Advances under the Credit Agreement in accordance with the terms and conditions thereof and beginning no later than April 7, 2008 generally in accordance with the Budget (as such term is defined below); provided, further, that, Borrower shall notify Agent regarding (i) any individual expenditure in respect of ordinary course operating expenses that is to be made in an amount equal to or greater than $1,000,000 or (ii) any individual expenditure in respect of non-operating expenses or non-ordinary course operating expenses that is to be made in an amount equal to or greater than $500,000. Furthermore, during the principal ofForbearance Period, beginning no later than April 7, 2008, all proceeds of the Permitted Receivables Financing remitted or otherwise available to Borrower or Guarantors shall be used generally in accordance with the Budget. (d) Notwithstanding any provision hereof to the contrary, Agent and accrued Lenders maintain that (X) the Missed Payment constitutes, as of the day hereof, an Event of Default under Section 7.1(b)(1) of the Credit Agreement; and (Y) accordingly, Agent has the right, effective as of April 1, 2008 (the date on which such Event of Default first occurred), under Section 1.2(d) of the Credit Agreement to charge the Borrower the Default Rate with respect to interest on, rates applicable to the Loans and the Notes Letter of Credit and Unused Line Fees. Borrower and the other Credit Parties dispute the statements contained in clauses (X) and (iiY) all of the first sentence of this Section 2(d) and maintain that (I) the Missed Payment does not, as of the date hereof, constitute an Event of Default; and (II) accordingly, the Agent does not have the right, as of April 1, 2008 or otherwise until the occurrence (if any) of the 2003 Indenture Event of Default, to charge the Default Rate. Each party hereto acknowledges each of the other Obligations, to be due and payable; and (b) subject to the immediately following paragraph, the right to require that parties’ position on these issues. Notwithstanding any or all of the Obligations bear interest at the Post-Default Rate. The Borrower acknowledges that during the period from the date provision of this Agreement until to the date 45 days after contrary, each party hereto reserves all rights and defenses with respect to these issues. Borrower and the date other Credit Parties further acknowledge and agree that (A) Agent’s reservation set forth in the preceding sentence includes a reservation of its right to assert at any time (and notwithstanding its agreement to otherwise forbear as set forth herein) that Agent is permitted under the Credit Agreement to charge the Default Rate as of April 1, 2008; (B) the Agent and Requisite Lenders’ entry into this Agreement shall not impair or diminish in any way the right of Agent described in the preceding clause (A); and (C) if Borrower shall fail to make the interest payment due on April 1, 2008 under the 2003 Senior Secured Notes on or before May 1, 2008 unless waived by the holders of the 2003 Senior Secured Notes, such failure shall constitute an Event of Default under Section 7.1(b)(1) of the Credit Agreement. (e) Each Notice of Revolving Credit Advance and each request for the issuance of a Letter of Credit shall be accompanied by a certificate, in form and substance satisfactory to Agent, setting forth Borrowing Availability both before and after giving effect to the requested Advance or incurrence of Letter of Credit Obligation (using the Borrowing Base Certificate then required to be delivered to Agent under the Credit Agreement). (f) No later than April 7, 2008 (or such longer period as the Requisite Lenders may agree in their sole discretionearlier if available), the Administrative Borrower shall deliver to Agent a schedule (in form and the Lenders may meet or have discussions with individuals who may become members substance acceptable to Agent) of the Borrower’s Board of Trustees expenditures on a category-by-category basis that Borrower anticipates it or the Borrower’s senior managementother Credit Parties will fund during the Forbearance Period (the “Budget”). (g) During the Forbearance Period and commencing on April 4, among other things2008, Borrower shall deliver 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 on Friday at 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 each week a waiver of their right to impose the Postrolling 13-Default Rate of interest at any other timeweek cash flow forecast.

Agreement to Forbear. Subject If and for so long as each of the Forbearance Conditions is timely satisfied and subject to the terms and satisfaction of the conditions of this Agreementprecedent set forth in Section 8 hereof, the Administrative Agent and the Lenders each agrees agree that during the Forbearance Period (as defined below) it will notPeriod, solely by reason of the existence of the Change of Control Event of Default Stipulated Defaults, (i) they will not exercise any remedy available to Agent or any Lender under the occurrence of any other Specified Event of Default exercise Loan Agreement, any of the following rights other Loan Documents or remedies available Applicable Law to the Administrative Agent enforce collection from any Borrower or any Guarantor of any of the Lenders under Obligations or to foreclose its security interest in respect any of the Term Loan Agreement or Collateral during the other Loan Documents: (a) the right to declare (i) the principal ofForbearance Period, and accrued interest on, the Loans and the Notes and (ii) all of they will not implement the other ObligationsDefault Rate; provided, to be due and payable; and however, that the foregoing forbearance shall not restrict, impair or otherwise affect (bA) subject to the immediately following paragraph, the Agent’s right to require that make demand for payment of any or all of the Obligations bear interest at that are payable on demand under the Post-Default Rate. The Borrower acknowledges that terms of any of the Loan Documents; (B) any restriction or prohibition in any of the Loan Documents on the right of Borrowers to take or omit to take, or otherwise acquiesce in, certain actions, including any limitations, restrictions, or prohibitions with respect to Distributions, advancing monies to any Affiliate, consummating acquisitions or making certain dispositions of assets (although during the period from Forbearance Period the date of this Agreement until the date 45 days after the date of this Agreement (or such longer period Stipulated Defaults shall not be asserted as the Requisite Lenders may agree in their sole discretionbasis for enforcing any such restriction or prohibition); (C) Agent’s or any Lender’s rights and remedies under any deposit account, the Administrative blocked account, control account, bank agency, lockbox, letter of credit or other agreement to which Agent and the Lenders may meet or have discussions with individuals who may become members any Lender is a party relating to any deposit or other account of the any Borrower or any letter of credit issued for such Borrower’s Board or any other Obligor’s account; (D) Agent’s or any Lender’s right to file, record, publish or deliver a notice of Trustees default or the Borrower’s senior managementdocument of similar effect relating to any Event of Default that is not a Stipulated Default, among other things, or 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 take any lien enforcement action as a consequence of any such meetings Event of Default that is not a Stipulated Default; or discussions (E) Agent’s or any Lender’s right to administer the lending relationship with Borrowers under and in accordance with the Loan Documents and this Amendment, including the imposition or release of Available Reserves. Neither this Amendment nor Agent’s or any event the end of such period, by written notice from the Administrative Agent Lender’s forbearance hereunder shall be deemed 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 be a waiver of their right or a consent to impose the Post-any Default Rate or Event of interest at any other timeDefault.

Agreement to Forbear. Subject 2.1 Provided that no Forbearance Default occurs, Agent and Lenders hereby agree to forbear and refrain, through the Termination Date, from exercising their respective rights and remedies under the Credit Agreement or any other Loan Document that may exist because of the Covenant Defaults or a default respecting the Sub Debt Payment. 2.2 Nothing in this Agreement shall be construed as a waiver of the Covenant Defaults, which defaults shall continue in existence subject only to the terms and conditions agreement of this Agreement, the Administrative Agent and Lenders, upon the Lenders each agrees that during occurrence of such Covenant Defaults as set forth herein, not to enforce their respective rights and remedies for a limited period of time as set forth herein. Notwithstanding the Forbearance Period preceding sentence (as defined below) it will notand without in any manner limiting the generality or the specific thereof), solely by reason of the existence of the Change of Control Event of Default or the occurrence of any Covenant Defaults or other Specified Event defaults identified herein shall only become Defaults or Events of Default exercise any Defaults for purposes of the following rights Credit Agreement on the Termination Date. Except as expressly provided herein, the execution and delivery of this Agreement shall not: (a) constitute an amendment, extension, modification, or remedies available to the Administrative Agent or waiver of any aspect of the Lenders under or in respect of the Term Loan Credit Agreement or the other Loan Documents:; (b) extend the terms of the Credit Agreement or the due date of any of the Obligations; (c) give rise to any obligation on the part of Agent or Lenders 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 Agent and Lenders to compel payment of the Obligations or to otherwise enforce their respective rights and remedies under the Credit Agreement and the other Loan Documents. Except as expressly limited herein, Agent and Lenders hereby expressly reserve all of their respective rights and remedies under the Loan Documents and under applicable law with respect to such Covenant Defaults. Borrower and each Guarantor expressly acknowledge that from and after the Termination Date, Agent and Lenders shall be entitled to enforce the Loan Documents and require strict compliance with all of the terms and provisions of the Credit Agreement and the other Loan Documents. 2.3 Borrower acknowledges and agrees that, due to the Covenant Defaults, as of the Fifth Amendment Termination Date, (a) the right no LIBOR Rate Loans have been available to declare (i) the principal ofBorrower, and accrued interest on, the Loans and the Notes and (ii) all of the other Obligations, to be due and payable; and (b) subject all Loans made to Borrower subsequent to such date shall bear interest with respect to the immediately following paragraphAlternate Base Rate, (c) any LIBOR Rate Loan outstanding as of such date has continued as a LIBOR Rate Loan until the right to require that any or all termination of the then-existing Interest Period with respect to such LIBOR Rate Loan, at which time such LIBOR Rate Loan shall automatically convert to an Alternate Base Rate Loan, (d) Borrower may not continue any Loan (or any portion thereof) as or convert any Loan (or any portion thereof) into a Loan bearing interest with reference to LIBOR, and (e) except as set forth in clause (c), all Loans and other Obligations shall thereafter bear interest at the Post-Default Rate. The Alternate Base Rate provided for in Sections 2.1(d)(i), 2.2A(c)(i), and 2.2B(c)(i). 2.4 Borrower further acknowledges and agrees that during any amounts advanced to Borrower by the period from the date of this Agreement until the date 45 days Lenders after the date Fifth Amendment Termination Date in excess of this Agreement (or such longer period as the Requisite Lenders may agree in their sole discretion)$31,900,000 shall be repaid by Borrower pursuant to any debtor-in-possession credit facility subsequently entered into among Borrower, 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 party thereto prior to any or all of the outstanding Obligations regardless of whether other amounts being advanced to Borrower under 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 timecredit facility.