Common use of Agreement to Forbear Clause in Contracts

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

Agreement to Forbear. Subject For the Forbearance Period (as defined below), the Agent and Lenders shall not take any action or commence any proceedings with respect to the terms and conditions enforcement of this Agreement, Agents and the Lenders hereby agree to forbear from exercising any of their rights and or remedies under the Financing Loan Documents based solely on account the continuance of the Acknowledged Events Known Defaults. The parties agree that neither the foregoing agreement by Agent and Lenders nor the acceptance by Agent or Lenders of Default any of the payments provided for in the period Loan Documents, nor any payment prior to the date hereof shall, however, (a) excuse any party from any of its obligations under the Loan Documents, or (b) toll the running of any time periods applicable to any such rights and remedies, including, without limitation, any grace periods with respect to Defaults under the Loan Documents or otherwise. Each Loan Party agrees that it will not assert laches, waiver or any other defense to the enforcement of any of the Loan Documents based upon the foregoing agreement Agent and Lenders to forbear or the acceptance by Agent or Lenders of any of the payments provided for in the Loan Documents or any payment prior to the date hereof. As used herein, “Forbearance Period”) ” shall mean the period commencing on upon the date hereof and ending on the earlier of (i) November 15, 2012 and (ii) the date that any of the following (each, a “Forbearance Default”) shall occur: (A) any condition or agreement set forth in Section 2(a) effectiveness of this Agreement is not fully or timely satisfied or performed, and continuing until the earlier to occur of: (Bw) the occurrence of any Default or Event of Default under the Credit Agreement any other Loan Document (other than any Known Default), (x) the existing Acknowledged Events failure 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 Loan Party to Administrative Agent pursuant to Section 2(a)(v) of this Agreement) is or shall be untrue in any material respect when made (the earlier of (i) and (ii) is referred to herein as the “Expiration Date”). Notwithstanding any provision in comply with any of the Financing Documents requiring written notice from Administrative Agent or any other party prior to Agents’ and the Lenders’ pursuing their rights and remedies under the Financing Documents or otherwise available at law or in equity, upon the Expiration Date, the forbearance provisions of Agents and the Lenders under this Agreement shall terminate automatically and (including without notice, and Agents and limitation the Lenders shall immediately be entitled to all available rights and remedies under any or all of the Financing Documents or otherwise available at law or in equity on account of the Acknowledged Events of Default (or any other then existing Default or Event of Default) without any further notice to any Borrower or any other person. For purposes of clarity, Agent shall not be required to deliver notice to Borrowers of a breach, default or failure to satisfy the conditions or agreements covenant set forth in Section 2(a8 hereof) in accordance with the terms hereof, (y) a determination by Agent in its discretion that the nature or extent of this Agreement and any Known Event of Default is materially different from the Borrowers’ failure nature or extent as disclosed to satisfy the Agent prior to the date hereof, or perform such conditions or agreements shall immediately constitute a Forbearance Default(z) May 12, 2008.

Agreement to Forbear. Subject (a) For the Forbearance Term (as defined below), neither Agent nor any Lender shall take any action or commence any proceedings with respect to the terms and conditions enforcement of this Agreement, Agents any of its rights or remedies under the Loan Documents as a result of the Gxxxxxx Event of Default. The parties agree that neither the foregoing agreement by Agent and the Lenders hereby agree to forbear from exercising rights and remedies under nor the Financing Documents on account acceptance by Agent or any Lender of any of the Acknowledged Events of Default payments provided for in the period (the “Forbearance Period”) commencing on Credit Agreement or any other Loan Document, nor any payment prior to the date hereof and ending on the earlier of shall, however, (i) November 15excuse any party from any of its obligations under the Loan Documents, 2012 and or (ii) toll the date running of any time periods applicable to any such rights and remedies, including, without limitation, any time periods within which any Borrower may cure Defaults under the Credit Agreement or any other Loan Document or otherwise. Each Borrower agrees that it will not assert laches, waiver or any other defense to the enforcement of any of the following Loan Documents based upon the foregoing agreement by Agent and the Lenders to forbear or the acceptance by Agent or any Lender of any of the payments provided for in the Financing Agreements or any payment prior to the date hereof. (eachb) As used herein, a “Forbearance Default”) Term” shall occurmean the period commencing upon the effectiveness of this Amendment and continuing until the earliest to occur of: (Ai) the institution of any actions or exercising of any remedies by Gxxxxxx or Agfa with respect to any Credit Party or any of their respective assets or properties or issuance of any notice by Gxxxxxx or Agfa of its intention to do so, (ii) if Gxxxxxx shall refuse to enter into the Gxxxxxx Amendment or require that the applicable Credit Parties enter into an amendment to the Gxxxxxx Purchase Agreement that is not on terms satisfactory to Agent, or (iii) any condition or agreement set forth in Section 2(a) of this Agreement is not fully or timely satisfied or performed, (B) the occurrence of any other Default or Event of Default under the Credit Agreement (other than the existing Acknowledged Events of Default) or (C) any representation or warranty made by any Borrower in this Agreement or in any other writing or document executed in connection herewith or in any way relating hereto (including, without limitation, any weekly report delivered by Borrowers to Administrative Agent pursuant to Section 2(a)(v) of this Agreement) is or shall be untrue in any material respect when made (the earlier of (i) and (ii) is referred to herein as the “Expiration Date”). Notwithstanding any provision in any of the Financing Documents requiring written notice from Administrative Agent or any other party prior to Agents’ and the Lenders’ pursuing their rights and remedies under the Financing Documents or otherwise available at law or in equity, upon the Expiration Date, the forbearance of Agents and the Lenders under this Agreement shall terminate automatically and without noticeLoan Documents, and Agents and the Lenders shall immediately be entitled to all available rights and remedies under any or all of the Financing Documents or otherwise available at law or in equity on account of the Acknowledged Events of Default (or any other then existing Default or Event of Defaultiv) without any further notice to any Borrower or any other person. For purposes of clarityJuly 31, 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 Default2006.

Agreement to Forbear. Subject to the terms and conditions of this Agreement, Agents and the Lenders hereby agree to forbear from exercising rights and remedies under the Financing Documents on account of the Acknowledged Events of Default for During the period (the “Forbearance Period”) commencing on the date hereof and ending on the earlier to occur of (i) November 15September 30, 2012 2016 and (ii) the date that occurrence of any of Additional Default (as defined below) (the following (each, a “Forbearance DefaultPeriod”) shall occur: (A) any condition or agreement set forth in Section 2(a) ), and subject to the other terms and conditions of this Amendment, Agent agrees that it will forbear from exercising its rights and remedies under the Loan Documents due to the Specified Defaults. Notwithstanding any provision of this Amendment, nothing contained herein shall limit any rights or remedies of Agent or any Lender under the Credit Agreement is not fully or timely satisfied or performed, (B) the occurrence of any other Loan 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 (other than and the existing Acknowledged Events of Default) or (C) any representation or warranty made by any Borrower Loan Documents without further notice; provided however, that in this Agreement or in any other writing or document executed in connection herewith or in any way relating hereto (includingthe event that, without limitation, any weekly report delivered by Borrowers to Administrative Agent pursuant to Section 2(a)(v) of this Agreement) is or shall be untrue in any material respect when made (the earlier of (i) 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 referred to herein as the “Expiration Date”). Notwithstanding any provision in any of the Financing Documents requiring written notice from Administrative continuing, Agent or any other party prior to Agents’ and the Lenders’ pursuing their rights and remedies under the Financing Documents or otherwise available at law or in equity, upon the Expiration Date, the forbearance of Agents and the Lenders under this Agreement shall terminate automatically and without notice, and Agents and the Lenders shall immediately be entitled waive the Specified Defaults. Borrower hereby agrees that Agent and Lenders shall have no obligation to all available rights and remedies under any or all of extend the Financing Documents or otherwise available at law or in equity on account of the Acknowledged Events of Default (or any other then existing Default or Event of Default) without any further notice to any Borrower or any other personForbearance Period. For purposes of claritythis Amendment, Agent “Net Accounts Payable” shall not be required mean, as of any date of determination, an amount equal to deliver notice (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 Borrowers that certain Credit and Security Agreement, dated as of a breachApril 20, default or failure to satisfy 2016, by and among the conditions or agreements set forth Loan Parties and SCM Specialty Finance Opportunities Fund, L.P. (as each such capitalized term used in Section 2(athis clause (z) of this Agreement is defined in such Credit and the Borrowers’ failure to satisfy or perform such conditions or agreements shall immediately constitute a Forbearance DefaultSecurity Agreement).

Agreement to Forbear. Subject For the Forbearance Period (as defined below), the Agent and Lenders shall not take any action or commence any proceedings with respect to the terms and conditions enforcement of this Agreement, Agents and the Lenders hereby agree to forbear from exercising any of their rights and or remedies under the Financing Loan Documents based solely on account the continuance of the Acknowledged Events Known Defaults. The parties agree that neither the foregoing agreement by Agent and Lenders nor the acceptance by Agent or Lenders of Default any of the payments provided for in the period Loan Documents, nor any payment prior to the date hereof shall, however, (a) excuse any party from any of its obligations under the Loan Documents (other than as set forth in Sections 9 and 10 below), or (b) toll the running of any time periods applicable to any such rights and remedies, including, without limitation, any grace periods with respect to Defaults under the Loan Documents or otherwise. Each Loan Party agrees that it will not assert laches, waiver or any other defense to the enforcement of any of the Loan Documents based upon the foregoing agreement Agent and Lenders to forbear or the acceptance by Agent or Lenders of any of the payments provided for in the Loan Documents or any payment prior to the date hereof. As used herein, “Forbearance Period”) ” shall mean the period commencing on upon the date hereof and ending on the earlier of (i) November 15, 2012 and (ii) the date that any of the following (each, a “Forbearance Default”) shall occur: (A) any condition or agreement set forth in Section 2(a) effectiveness of this Agreement is not fully or timely satisfied or performed, and continuing until the earlier to occur of: (Bw) the occurrence of any Default or Event of Default under the Credit this Agreement or any other Loan Document (other than any Known Default), (x) a determination by Agent in its discretion that the existing Acknowledged Events nature or extent of Defaultany Known Event of Default is materially different from the nature or extent as disclosed to the Agent prior to the date hereof, (y) any Loan Party makes any payment in respect of the CPM Obligations (other than payments made with the Junior Capital Proceeds (as defined below) which are permitted to be made by Section 6(a) hereof) on or before the date when Agent has received a prepayment of the Term Loans in an amount to be determined by Agent in its discretion but which in any event shall be at least $25,000,000, or (Cz) 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 (includingMarch 31, without limitation, any weekly report delivered by Borrowers to Administrative Agent pursuant to Section 2(a)(v) of this Agreement) is or shall be untrue in any material respect when made (the earlier of (i) and (ii) is referred to herein as the “Expiration Date”). Notwithstanding any provision in any of the Financing Documents requiring written notice from Administrative Agent or any other party prior to Agents’ and the Lenders’ pursuing their rights and remedies under the Financing Documents or otherwise available at law or in equity, upon the Expiration Date, the forbearance of Agents and the Lenders under this Agreement shall terminate automatically and without notice, and Agents and the Lenders shall immediately be entitled to all available rights and remedies under any or all of the Financing Documents or otherwise available at law or in equity on account of the Acknowledged Events of Default (or any other then existing Default or Event of Default) without any further notice to any Borrower or any other person. For purposes of clarity, Agent shall not be required to deliver notice to Borrowers of a breach, default or failure to satisfy the conditions or agreements set forth in Section 2(a) of this Agreement and the Borrowers’ failure to satisfy or perform such conditions or agreements shall immediately constitute a Forbearance Default2007.

Agreement to Forbear. Subject (a) 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 6 of this Agreement and the other terms and conditions contained herein, Administrative Agent, Co-Collateral Agents and Lenders each agrees that, during (and only during) the Forbearance Period, it will not, solely by reason of the existence of the Stipulated Defaults, (x) exercise any remedy available to such Secured Party under any of the 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, repossess any of the Collateral, or, in the case of Administrative Agent, foreclose its security interest in or other Liens upon any Collateral, or (y) charge the Default Rate with respect to the principal balance of the Obligations; provided, however, that the foregoing forbearance shall not (i) restrict, impair or otherwise affect (A) the rights of Administrative Agent, at its election or at the direction of Required Lenders, to make demand for payment of any of the Obligations that exceed any limitations imposed under the Credit Agreement or the Addendum or that are payable on demand under the terms of any of the Loan Documents, give notice of the existence of any Event of Default to the holder of any Subordinated Debt in order to bar such holder from receiving, or any Loan Party from paying, any amount in respect of such Subordinated Debt, or charge or accrue interest at the Default Rate, (B) each Secured Party’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 other agreement to which such Secured Party is a party relating to any deposit or other account of any Loan Party or any letter of credit issued for any Loan Party’s account (including, in each case, in respect of an Account Control Event), (C) Administrative Agent’s, each Co-Collateral Agent’s and each Lender’s respective rights to administer the lending or banking relationship with Loan Parties under and in accordance with the Loan Documents and this Agreement, Agents including the imposition, change, release or re-imposition of Reserves in such amounts and with respect to such matters as Administrative Agent or any Co-Collateral Agent may elect from time to time or the attachment of any conditions to the provision of Bank Products; (D) the right of Administrative Agent or any LC Issuer to require the LC Obligations to be Cash Collateralized in accordance with the Credit Agreement, or the right of any LC Issuer, with respect to any Letter of Credit containing an “evergreen” or auto-renewal feature, to deliver to the beneficiary thereof written notice that such LC Issuer intends not to renew such Letter of Credit upon its expiration; or (E) the rights of Administrative Agent, at its election or the direction of Required Lenders, 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, or (ii) affect any restriction or prohibition in any of the Loan Documents on the right of any Loan Party to take or omit to take, or otherwise acquiesce in, certain actions, including any limitations, restriction, or prohibitions with respect to Restricted Payments, advancing monies to any Affiliate, repaying certain Subordinated Debt, consummating Acquisitions, making certain Investments, or making certain Asset Dispositions. Neither this Agreement nor Administrative Agent’s, Co-Collateral Agents’ and Lenders’ forbearance hereunder shall be deemed to be a waiver of or a consent to any Default or Event of Default. (b) Loan Parties acknowledge and agree that the Stipulated Defaults shall be existing and continuing until waived in writing by Administrative Agent and Lenders. (c) Except as otherwise expressly provided herein, the Credit Agreement and the Lenders hereby agree other Loan Documents shall remain in full force and effect in accordance with their respective terms, and neither this Agreement nor the making of any loans or other extensions of credit simultaneously herewith or subsequent hereto shall be construed to: (i) impair the validity, perfection or priority of any Lien or security interest securing the Obligations; (ii) waive or impair any rights, powers or remedies of Administrative Agent, any Co-Collateral Agent or any Lender under the Credit Agreement, the other Loan Documents or Applicable Law upon the Forbearance Termination Date, with respect to the Stipulated Defaults or otherwise; (iii) constitute an agreement by Administrative Agent, any Co-Collateral Agent or any Lender or require Administrative Agent, any Co-Collateral Agents or any Lender to extend the Forbearance Period or further forbear from exercising their rights and remedies under the Financing Credit Agreement, the other Loan Documents on account or Applicable Law, extend the Revolving Commitment Termination Date or the time for payment of any of the Acknowledged Events Obligations; (iv) require Administrative Agent, any Co-Collateral Agent or any Lender to make any loans or to make any other extensions of Default for credit to the period Borrowers after the occurrence of the Forbearance Termination Date, other than in Administrative Agent’s and each Lenders’ discretion; or (v) constitute a waiver of any right of Administrative Agent, Co-Collateral Agents and Lenders to insist on strict compliance by Loan Parties with each and every term, condition and covenant of this Agreement, the “Forbearance Period”Credit Agreement and the other Loan Documents, except as expressly otherwise provided herein. (d) commencing Each Loan Party acknowledges and agrees that the agreement of Administrative Agent, Co-Collateral Agents and Lenders to forbear from enforcing their rights and exercising their remedies with respect to the Stipulated Defaults pursuant to and as reflected in this Agreement, does not and shall not create (nor shall any Loan Party rely upon the existence of or claim or assert that there exists) any obligation of Administrative Agent, any Co-Collateral Agent or any Lender to consider or agree to any waiver or any other forbearance and, in the event that Administrative Agent, any Co-Collateral Agent or any Lender subsequently agrees to consider any waiver or any other forbearance, neither the existence of any prior forbearance or waiver, nor this Agreement, nor any other conduct of Administrative Agent, any Co-Collateral Agents or any Lender shall be of any force or effect on the date hereof consideration or decision with respect to any such requested waiver or forbearance, and ending on the earlier none of Administrative Agent, any Co-Collateral Agent or any Lender shall have any obligation whatsoever to consider or agree to so forbear or to so waive any Default or Event of Default. In addition, none of (i) November 15the execution and delivery of this Agreement, 2012 and (ii) the date that actions of Administrative Agent, Co-Collateral Agents and Lenders in obtaining or analyzing any information from Loan Parties, whether or not related to consideration of any waiver, modification, forbearance or alteration of the following (eachCredit Agreement, a “Forbearance Default”) shall occur: (A) any condition or agreement set forth in Section 2(a) of this Agreement is not fully or timely satisfied or performed, (B) the occurrence of any Default or Event of Default under thereunder, or otherwise, including any discussions or negotiations (heretofore or, if any, hereafter) between Administrative Agent, any Co-Collateral Agent, any Lender or any other Secured Party and any Loan Party regarding any potential waiver, modification, forbearance or amendment related to the Credit Agreement, (iii) any failure of Administrative Agent, any Co-Collateral Agent or any Lender to enforce any of its rights or exercise any of its remedies under, pursuant or with respect to the Credit Agreement, the other Loan Documents or Applicable Law, nor (iv) any action, inaction, waiver, forbearance, amendment or other modification of or with respect to the Credit Agreement or the other Loan Documents, shall, except to the extent otherwise expressly provided herein or unless evidenced by a subsequent written agreement by Administrative Agent, Co-Collateral Agents, Lenders and Loan Parties (other than and then only to the existing Acknowledged Events of Defaultextent provided by the express provisions thereof): (A) or (C) any representation or warranty made constitute a waiver 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 limitationAdministrative Agent, any weekly report delivered by Borrowers to Administrative Agent pursuant to Section 2(a)(v) of this Agreement) is or shall be untrue in any material respect when made (the earlier of (i) and (ii) is referred to herein as the “Expiration Date”). Notwithstanding any provision in any of the Financing Documents requiring written notice from Administrative Co-Collateral Agent or any other party prior Lender of, or an agreement by Administrative Agent, any Co-Collateral Agent or any Lender to Agents’ and the Lenders’ pursuing forebear from enforcing any of their rights and or exercising any of their remedies under the Financing Documents or otherwise available at law or in equitywith respect to, upon the Expiration Date, the forbearance of Agents and the Lenders under this Agreement shall terminate automatically and without notice, and Agents and the Lenders shall immediately be entitled to all available rights and remedies under any or all of the Financing Documents or otherwise available at law or in equity on account of the Acknowledged Events of Default (or any other then existing Default or Event of DefaultDefault (other than as provided hereunder with respect to the Stipulated Defaults); (B) without constitute a waiver by, or estoppel of, Administrative Agent, any further notice Co-Collateral Agent or any Lender as to the satisfaction or lack of satisfaction of any Borrower covenant, term or condition set forth in the Credit Agreement or any other person. For purposes Loan Document; or (C) constitute an amendment to or modification of, or an agreement on the part of clarityAdministrative Agent, any Co-Collateral Agent shall not be required or any Lender to deliver notice enter into any amendment to Borrowers or modification of, or an agreement to negotiate or continue to negotiate with respect to, the Credit Agreement or any other Loan Document or any amendment of a breach, default or failure to satisfy any of 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 Defaultsame.

Agreement to Forbear. Subject to the terms and conditions of this Agreement, Agents and the The Specified Lenders hereby agree to forbear from exercising rights and remedies under the Financing Documents on account of the Acknowledged Events of Default for the period (the “Forbearance Period”) commencing on the date hereof until the Termination Date from exercising any and ending on all Remedies against the earlier Obligors under the Finance Documents solely with respect to the Specified Defaults. Each of the Obligors acknowledges and agrees that, notwithstanding the foregoing: (i) November 15except as set forth herein, 2012 nothing contained in this Forbearance Agreement shall be deemed to be a waiver or modification of any Lender Party’s rights or remedies at law, in equity or otherwise, under or in connection with the Loan Agreement or any other Finance Document, and each Lender hereby expressly reserves, and the Agent and the Security Trustee shall be deemed to have expressly reserved, all of such rights and remedies; (ii) the date Lender Parties are under no duty or obligation of any kind or any nature to grant the Borrower or any other Obligor any additional period of forbearance beyond that provided by the Specified Lenders herein; (iii) without limiting the agreement to forbear set forth in the first sentence of this Section 2, any action or inaction of any Lender Party with respect to the Finance Documents (including, but not limited to, the standstill of the Agent and the Security Trustee, as directed by the Lender Parties, as set forth herein) shall not be deemed a waiver of any Specified Default or of any other Potential Event of Default or Events of Default now or hereafter existing under any of the following (eachFinance Documents, and shall not be deemed to be an extension of the Maturity Date or the required date of any other payment of the Loans pursuant to Clause 8 of the Loan Agreement or an alteration of the terms and nature thereof or a “Forbearance Default”) shall occur: waiver of any rights or remedies that any Lender Party may have under any of (A) any condition or agreement set forth in Section 2(a) of this Agreement is not fully or timely satisfied or performedthe Finance Documents, (B) the occurrence of any Default or Event of Default under the Credit this Forbearance Agreement (other than the existing Acknowledged Events of Default) or (C) any representation other documents, instruments or warranty made by agreements executed and/or delivered in connection therewith or herewith, at law, in equity or otherwise; (iv) the Specified Lenders’ actions in entering into this Forbearance Agreement are without prejudice to any Borrower in this Agreement Lender Party’s right to pursue any and all remedies under the Finance Documents, pursuant to applicable law or in equity, available to any other writing or document executed of them in connection herewith or in any way relating hereto (including, without limitation, any weekly report delivered by Borrowers to Administrative Agent pursuant to Section 2(a)(v) of this Agreement) is or shall be untrue in any material respect when made (their respective sole discretion upon the earlier of (i) Termination Date; and (iiv) is referred but for this Forbearance Agreement, the Lender Parties would be entitled to herein as the “Expiration Date”). Notwithstanding any provision in any of the Financing Documents requiring written notice from Administrative Agent or any other party prior to Agents’ and the Lenders’ pursuing exercise their rights and remedies under the Financing Finance Documents or otherwise available and applicable law in respect of the Specified Defaults. Each of the Specified Lenders party hereto, collectively representing at law or in equityleast the Majority Lenders, upon hereby authorize and direct the Expiration Date, the forbearance of Agents Agent and the Lenders under Security Trustee to comply with the provisions of this Agreement shall terminate automatically and Forbearance Agreement, including, without noticelimitation, and Agents and not to exercise Remedies with respect to the Lenders shall immediately be entitled Specified Defaults prior to all available rights and remedies under any or all the occurrence of the Financing Documents or otherwise available at law or in equity on account of the Acknowledged Events of Default (or any other then existing Default or Event of Default) without any further notice to any Borrower or any other person. For purposes of clarity, Agent shall not be required to deliver notice to Borrowers of a breach, default or failure to satisfy the conditions or agreements set forth in Section 2(a) of this Agreement and the Borrowers’ failure to satisfy or perform such conditions or agreements shall immediately constitute a Forbearance DefaultTermination Date.

Agreement to Forbear. Subject For the Forbearance Period (as defined below), the Agent and Lenders shall not take any action or commence any proceedings with respect to the terms and conditions enforcement of this Agreement, Agents and the Lenders hereby agree to forbear from exercising any of their rights and or remedies under the Financing Loan Documents based solely on account the continuance of the Acknowledged Events Known Defaults. The parties agree that neither the foregoing agreement by Agent and Lenders nor the acceptance by Agent or Lenders of Default any of the payments provided for in the period Loan Documents, nor any payment prior to the date hereof shall, however, (a) excuse any party from any of its obligations under the Loan Documents, or (b) toll the running of any time periods applicable to any such rights and remedies, including, without limitation, any grace periods with respect to Defaults under the Loan Documents or otherwise. Each Loan Party agrees that it will not assert laches, waiver or any other defense to the enforcement of any of the Loan Documents based upon the foregoing agreement Agent and Lenders to forbear or the acceptance by Agent or Lenders of any of the payments provided for in the Loan Documents or any payment prior to the date hereof. As used herein, “Forbearance Period”) ” shall mean the period commencing on upon the date hereof and ending on the earlier of (i) November 15, 2012 and (ii) the date that any of the following (each, a “Forbearance Default”) shall occur: (A) any condition or agreement set forth in Section 2(a) effectiveness of this Agreement is not fully or timely satisfied or performed, and continuing until the earlier to occur of: (Bw) the occurrence of any Default or Event of Default under the Credit Agreement any other Loan Document (other than any Known Default), (x) the existing Acknowledged Events failure 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 Loan Party to Administrative Agent pursuant to Section 2(a)(v) of this Agreement) is or shall be untrue in any material respect when made (the earlier of (i) and (ii) is referred to herein as the “Expiration Date”). Notwithstanding any provision in comply with any of the Financing Documents requiring written notice from Administrative Agent or any other party prior to Agents’ and the Lenders’ pursuing their rights and remedies under the Financing Documents or otherwise available at law or in equity, upon the Expiration Date, the forbearance provisions of Agents and the Lenders under this Agreement shall terminate automatically and (including without notice, and Agents and limitation the Lenders shall immediately be entitled to all available rights and remedies under any or all of the Financing Documents or otherwise available at law or in equity on account of the Acknowledged Events of Default (or any other then existing Default or Event of Default) without any further notice to any Borrower or any other person. For purposes of clarity, Agent shall not be required to deliver notice to Borrowers of a breach, default or failure to satisfy the conditions or agreements covenants set forth in Section 2(a6 hereof) in accordance with the terms hereof, (y) a determination by Agent in its discretion that the nature or extent of this Agreement and any Known Event of Default is materially different from the Borrowers’ failure nature or extent as disclosed to satisfy the Agent prior to the date hereof, or perform such conditions or agreements shall immediately constitute a Forbearance Default(z) April 3, 2008.