Common use of Agreement to Forbear Clause in Contracts

Agreement to Forbear. If and for so long as each of the Forbearance Conditions is timely satisfied and subject to the satisfaction of the conditions precedent set forth in Section 8 hereof, Agent and Lenders agree that during the Forbearance Period, solely by reason of the existence of the Stipulated Defaults, (i) they will not exercise any remedy available to Agent or any Lender under the Loan Agreement, any of the other Loan Documents or Applicable Law to enforce collection from any Borrower or any Guarantor of any of the Obligations or to foreclose its security interest in any of the Collateral during the Forbearance Period, and (ii) they will not implement the Default Rate; provided, however, that the foregoing forbearance shall not restrict, impair or otherwise affect (A) Agent’s right to make demand for payment of any of the Obligations that are payable on demand under the 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 Forbearance Period the Stipulated Defaults shall not be asserted as the basis for enforcing any such restriction or prohibition); (C) Agent’s or any Lender’s rights and remedies under any deposit account, blocked account, control account, bank agency, lockbox, letter of credit or other agreement to which Agent or any Lender is a party relating to any deposit or other account of any Borrower or any letter of credit issued for such Borrower’s or any other Obligor’s account; (D) Agent’s or any 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 to take any lien enforcement action as a consequence of any such Event of Default that is not a Stipulated Default; or (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 Lender’s forbearance hereunder shall be deemed to be a waiver of or a consent to any Default or Event of Default.

Agreement to Forbear. If During the period commencing on the date hereof and for so long ending on the earlier to occur of (i) September 30, 2016 and (ii) the occurrence of any Additional Default (as each of defined below) (the “Forbearance Conditions is timely satisfied Period”), and subject to the satisfaction other terms and conditions of the conditions precedent set forth in Section 8 hereofthis Amendment, Agent agrees that it will forbear from exercising its rights and Lenders agree that during remedies under the Forbearance PeriodLoan Documents due to the Specified Defaults. Notwithstanding any provision of this Amendment, solely by reason nothing contained herein shall limit any rights or remedies of the existence of the Stipulated Defaults, (i) they will not exercise any remedy available to Agent or any Lender under the Loan Agreement, any of the other Loan Documents or Applicable Law to enforce collection from any Borrower or any Guarantor of any of the Obligations or to foreclose its security interest in any of the Collateral during the Forbearance Period, and (ii) they will not implement the Default Rate; provided, however, that the foregoing forbearance shall not restrict, impair or otherwise affect (A) Agent’s right to make demand for payment of any of the Obligations that are payable on demand under the 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 Forbearance Period the Stipulated Defaults shall not be asserted as the basis for enforcing any such restriction or prohibition); (C) Agent’s or any Lender’s rights and remedies under any deposit account, blocked account, control account, bank agency, lockbox, letter of credit or other agreement to which Agent or any Lender is a party relating to any deposit or other account of any Borrower or any letter of credit issued for such Borrower’s Credit Agreement or any other Obligor’s account; (D) Agent’s or any 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 to take any lien enforcement action as a consequence of any such Event of Default that is not a Stipulated Default; or (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 Lender’s forbearance hereunder shall be deemed to be a waiver of or a consent to Document based on any Default or Event of Default which is not a Specified Default (each an “Additional Default”). Upon the expiration or termination of the Forbearance Period, Agent’s forbearance shall automatically terminate and Agent shall be entitled to exercise any and all of its rights and remedies under this Amendment, the Credit Agreement and the Loan Documents without further notice; provided however, that in the event that, (i) Borrower’s Net Accounts Payable (as defined below) is less than $4,900,000 as measured on September 30, 2016 and (ii) no Additional Default has occurred and is continuing, Agent and Lenders shall waive the Specified Defaults. Borrower hereby agrees that Agent and Lenders shall have no obligation to extend the Forbearance Period. For purposes of this Amendment, “Net Accounts Payable” shall mean, as of any date of determination, an amount equal to (x) the aggregate amount of all accounts payable due and owing by Borrower and its Affiliates minus (y) Borrower’s Consolidated Unencumbered Liquid Assets minus (z) so long as no “Default” or “Event of Default” has occurred and is continuing, the amount of any “Availability” pursuant to that certain Credit and Security Agreement, dated as of April 20, 2016, by and among the Loan Parties and SCM Specialty Finance Opportunities Fund, L.P. (as each such capitalized term used in this clause (z) is defined in such Credit and Security Agreement).

Agreement to Forbear. If and for so long (a) For the period (the “Forbearance Period”) beginning as each of the Forbearance Conditions is timely satisfied date first above written and subject ending on the earlier to the satisfaction occur of the conditions precedent set forth in Section 8 hereof(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 agree that 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, solely by reason 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 existence 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 Stipulated DefaultsExisting Events of Default and shall terminate and cease to be of force and effect, (i) they will not 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 remedy available to Agent other Default or Event of Default under the Credit Agreement or any Lender under Loan Document (other than the Loan Agreement, any Existing Events of the other Loan Documents Default) or Applicable Law to enforce collection from any Borrower a Default or any Guarantor Event of any of the Obligations or to foreclose its security interest in any of the Collateral during the Forbearance Period, and (ii) they will not implement the Default Rate; provided, however, that the foregoing forbearance shall not restrict, impair or otherwise affect (A) Agent’s right to make demand for payment of any of the Obligations that are payable on demand under the terms of any of this Agreement (individually a “Forbearance Default” and, collectively, 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 “Forbearance Period the Stipulated Defaults shall not be asserted as the basis for enforcing any such restriction or prohibitionDefaults”); (C) Agent’s or any Lender’s rights and remedies under any deposit account, blocked account, control account, bank agency, lockbox, letter of credit or other agreement to which Agent or any Lender is a party relating to any deposit or other account of any Borrower or any letter of credit issued for such Borrower’s or any other Obligor’s account; (D) Agent’s or any 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 to take any lien enforcement action as a consequence of any such Event of Default that is not a Stipulated Default; or (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 Lender’s forbearance hereunder shall be deemed to be a waiver of or a consent to any Default or Event of Default.

Agreement to Forbear. If and for so long (a) For the period (the “Forbearance Period”) beginning as each of the Forbearance Conditions is timely satisfied date first above written and subject ending on the earlier to the satisfaction occur of the conditions precedent set forth in Section 8 hereof(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 agree that 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, solely by reason 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 existence 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 Stipulated DefaultsExisting Events of Default and shall terminate and cease to be of force and effect, (i) they will not 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 remedy available to Agent other Default or Event of Default under the Credit Agreement or any Lender under Loan Document (other than the Loan Agreement, any Existing Events of the other Loan Documents Default) or Applicable Law to enforce collection from any Borrower a Default or any Guarantor Event of any of the Obligations or to foreclose its security interest in any of the Collateral during the Forbearance Period, and (ii) they will not implement the Default Rate; provided, however, that the foregoing forbearance shall not restrict, impair or otherwise affect (A) Agent’s right to make demand for payment of any of the Obligations that are payable on demand under the terms of any of this Agreement (individually a “Forbearance Default” and, collectively, 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 “Forbearance Period the Stipulated Defaults shall not be asserted as the basis for enforcing any such restriction or prohibitionDefaults”); (C) Agent’s or any Lender’s rights and remedies under any deposit account, blocked account, control account, bank agency, lockbox, letter of credit or other agreement to which Agent or any Lender is a party relating to any deposit or other account of any Borrower or any letter of credit issued for such Borrower’s or any other Obligor’s account; (D) Agent’s or any 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 to take any lien enforcement action as a consequence of any such Event of Default that is not a Stipulated Default; or (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 Lender’s forbearance hereunder shall be deemed to be a waiver of or a consent to any Default or Event of Default.

Agreement to Forbear. If and for so long (a) For the period (the “Forbearance Period”) beginning as each of the Forbearance Conditions is timely satisfied date first above written and subject ending on the earlier to the satisfaction occur of the conditions precedent set forth in Section 8 hereof(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 agree that 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, solely by reason 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 existence 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 Stipulated DefaultsExisting Events of Default and shall terminate and cease to be of force and effect, (i) they will not 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 remedy available to Agent other Default or Event of Default under the Credit Agreement or any Lender under Loan Document (other than the Loan Agreement, any Existing Events of the other Loan Documents Default) or Applicable Law to enforce collection from any Borrower a Default or any Guarantor Event of any of the Obligations or to foreclose its security interest in any of the Collateral during the Forbearance Period, and (ii) they will not implement the Default Rate; provided, however, that the foregoing forbearance shall not restrict, impair or otherwise affect (A) Agent’s right to make demand for payment of any of the Obligations that are payable on demand under the terms of any of this Agreement (individually a “Forbearance Default” and, collectively, 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 “Forbearance Period the Stipulated Defaults shall not be asserted as the basis for enforcing any such restriction or prohibitionDefaults”); (C) Agent’s or any Lender’s rights and remedies under any deposit account, blocked account, control account, bank agency, lockbox, letter of credit or other agreement to which Agent or any Lender is a party relating to any deposit or other account of any Borrower or any letter of credit issued for such Borrower’s or any other Obligor’s account; (D) Agent’s or any 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 to take any lien enforcement action as a consequence of any such Event of Default that is not a Stipulated Default; or (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 Lender’s forbearance hereunder shall be deemed to be a waiver of or a consent to any Default or Event of Default.

Agreement to Forbear. If and for so long (a) For the period (the “Forbearance Period”) beginning as each of the Forbearance Conditions is timely satisfied date first above written and subject ending on the earlier to the satisfaction occur of the conditions precedent set forth in Section 8 hereof(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 agree that 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, solely by reason 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 existence 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 Stipulated DefaultsExisting Events of Default and shall terminate and cease to be of force and effect, (i) they will not 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 remedy available to Agent other Default or Event of Default under the Credit Agreement or any Lender under Loan Document (other than the Loan Agreement, any Existing Events of the other Loan Documents Default) or Applicable Law to enforce collection from any Borrower a Default or any Guarantor Event of any of the Obligations or to foreclose its security interest in any of the Collateral during the Forbearance Period, and (ii) they will not implement the Default Rate; provided, however, that the foregoing forbearance shall not restrict, impair or otherwise affect (A) Agent’s right to make demand for payment of any of the Obligations that are payable on demand under the terms of any of this Agreement (individually a “Forbearance Default” and, collectively, 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 “Forbearance Period the Stipulated Defaults shall not be asserted as the basis for enforcing any such restriction or prohibitionDefaults”); (C) Agent’s or any Lender’s rights and remedies under any deposit account, blocked account, control account, bank agency, lockbox, letter of credit or other agreement to which Agent or any Lender is a party relating to any deposit or other account of any Borrower or any letter of credit issued for such Borrower’s or any other Obligor’s account; (D) Agent’s or any 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 to take any lien enforcement action as a consequence of any such Event of Default that is not a Stipulated Default; or (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 Lender’s forbearance hereunder shall be deemed to be a waiver of or a consent to any Default or Event of Default.

Agreement to Forbear. (a) If and for so long as each of the Forbearance Conditions is timely satisfied satisfied, and subject to the satisfaction of the conditions precedent set forth in Section 8 6 hereof, Agent and Lenders agree that Lender agrees that, during the Forbearance Period, it will not, solely by reason of the existence on this date of the Stipulated Defaults, (i) they will not exercise any remedy available to Agent or any Lender under the Loan Credit Agreement, any of the other Loan Documents or Applicable Law to accelerate the maturity of any of the Obligations, enforce collection from any Borrower or any Guarantor Loan Party of any of the Obligations Obligations, to repossess any of the Collateral, or to foreclose its security interest in or other Liens upon any of the Collateral during the Forbearance Period, and (ii) they will not implement the Default RateCollateral; provided, however, that the foregoing forbearance shall not (i) restrict, impair or otherwise affect (A) AgentLender’s right 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) any restriction charge or prohibition in any accrue interest at the Default Rate, (C) Lender’s rights or remedies (including rights of the Loan Documents on the right of Borrowers to take setoff) under 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 Forbearance Period the Stipulated Defaults shall not be asserted as the basis for enforcing any such restriction or prohibition); (C) Agent’s or any Lender’s rights and remedies under any deposit account, blocked account, control account, bank agency, lockbox, letter Letter of credit Credit or other agreement to which Agent or any Lender is a party relating to any deposit or other account of any Borrower or any letter Letter of credit Credit issued for such any Borrower’s or any other ObligorLoan Party’s account; , (D) AgentLender’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 any 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 to take any lien Lien enforcement action as a consequence of any such Event of Default that is not a Stipulated Default; , or (Eii) Agent’s affect any restriction or prohibition in any Lender’s right to administer the lending relationship with Borrowers under and in accordance with of the Loan Documents and this Amendmenton the right of any Borrower to take or omit to take, or otherwise acquiesce in, certain actions, including the imposition any limitations, restriction, or release prohibitions with respect to Distributions, advancing monies to any Affiliate, repaying certain Subordinated Debt, consummating acquisitions or making certain dispositions of Available Reservesassets. Neither this Amendment Agreement nor Agent’s or any Lender’s forbearance hereunder shall be deemed to be a waiver of or a consent to any Default or Event of Default.

Agreement to Forbear. If In reliance on the representations, warranties, covenants and for so long as each of the agreements contained in this Forbearance Conditions is timely satisfied Agreement, and subject to the satisfaction of the conditions each condition precedent set forth in Section 8 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 Lenders each Consenting Hedge Bank hereby agree that to forbear during the Forbearance PeriodPeriod from exercising their rights and remedies under the Credit Documents, solely by reason any Subject Hedge Agreement and applicable law arising as a result of the existence occurrence or continuance of the Stipulated DefaultsSpecified 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 (ix) they will not 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 remedy and all rights and remedies available to Agent or any Lender of them under the Loan Credit Agreement, any of the other Loan Credit Documents or Applicable Law to enforce collection from any Borrower Hedge Agreement, as applicable, at law, in equity or otherwise without any Guarantor further lapse of any time, expiration of applicable grace periods or requirements of notice, all of which are hereby expressly waived by each Credit Party. For the Obligations or to foreclose its security interest in any avoidance of the Collateral during the Forbearance Perioddoubt, and (ii) they will not implement the Default Rate; provided, however, that the foregoing forbearance shall not restrict, impair or otherwise affect (A) Agent’s right to make demand for payment of any of prohibit the Obligations that are payable on demand under the 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 Forbearance Period the Stipulated Defaults shall not be asserted as the basis for enforcing any such restriction or prohibition); (C) Agent’s or any Lender’s rights and remedies under any deposit account, blocked account, control account, bank agency, lockbox, letter of credit or other agreement to which Agent or any Lender is a party Bank from delivering notices relating to any deposit or other account of any Borrower or any letter of credit issued for such Borrower’s or any other Obligor’s account; (D) Agent’s or any Lender’s right to fileDefaults, record, publish or deliver a notice of default or document of similar effect relating to any Event Events of Default that is not a Stipulated Default, or to take any lien enforcement action as a consequence of any such Event of Default that is not a Stipulated Default; or (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 Lender’s forbearance hereunder shall be deemed to be a waiver of or a consent to any Default or Event of DefaultForbearance Termination Event.

Agreement to Forbear. If Subject to the terms and for so long as each 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 Conditions is timely satisfied Period”) commencing on the date hereof and subject to ending on the satisfaction earlier of (i) November 15, 2012 and (ii) the date that any of the conditions precedent following (each, a “Forbearance Default”) shall occur: (A) any condition or agreement set forth in Section 8 hereof2(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 and Lenders agree that during pursuant to Section 2(a)(v) of this Agreement) is or shall be untrue in any material respect when made (the Forbearance Period, solely by reason earlier of the existence of the Stipulated Defaults, (i) they will not exercise and (ii) is referred to herein as the “Expiration Date”). Notwithstanding any remedy available to Agent or any Lender under the Loan Agreement, any of the other Loan Documents or Applicable Law to enforce collection from any Borrower or any Guarantor of any of the Obligations or to foreclose its security interest provision in any of the Collateral during Financing Documents requiring written notice from Administrative Agent or any other party prior to Agents’ and the Forbearance PeriodLenders’ 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 (ii) they will not implement Agents and the Default Rate; provided, however, that the foregoing forbearance Lenders shall not restrict, impair or otherwise affect (A) Agent’s right immediately be entitled to make demand for payment of any of the Obligations that are payable on demand under the 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 Forbearance Period the Stipulated Defaults shall not be asserted as the basis for enforcing any such restriction or prohibition); (C) Agent’s or any Lender’s all available rights and remedies under any deposit account, blocked account, control account, bank agency, lockbox, letter or all of credit the Financing Documents or other agreement to which Agent otherwise available at law or any Lender is a party relating to any deposit or other in equity on account of any Borrower or any letter the Acknowledged Events of credit issued for such Borrower’s Default (or any other Obligor’s account; (D) Agent’s or any 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 to take any lien enforcement action as a consequence of any such Event of Default that is not a Stipulated Default; or (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 Lender’s forbearance hereunder shall be deemed to be a waiver of or a consent to any 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.