Common use of Amendments to Forbearance Agreement Clause in Contracts

Amendments to Forbearance Agreement. (a) Recital (J) in the Forbearance Agreement is hereby amended and restated as follows: “The Issuer has requested that, during the Noteholder Forbearance Period (as hereinafter defined), the Noteholders agree to forbear from exercising any and all rights and remedies against the Issuer and the Guarantors with respect to any Defaults or Events of Default that have occurred, or that may occur as a result of, (i) the Reporting Defaults, (ii) the Issuer’s failure to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 during the Noteholder Forbearance Period, (iii) the Issuer’s failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 during the Noteholder Forbearance Period, (iv) the Issuer’s failure to make the interest payment due on June 30, 2021 on the Notes as required pursuant to the Indenture, and (v) the occurrence and continuance of the “Lender Specified Defaults” as defined in the Fourth Credit Facilities Forbearance Agreement (as defined in the Second Amendment to Noteholder Forbearance Agreement, dated as of May 10, 2021, by and among the Issuer, the Guarantors, and the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of the Notes party thereto) (collectively, the “Noteholder Specified Defaults”).” (b) The date “June 28, 2021” in clause (2) of the definition of Termination Event in Section 2(a) of the Forbearance Agreement is hereby replaced with “July 6, 2021”. (c) The last sentence of Section 2(b) of the Forbearance Agreement is hereby amended and restated as follows: “In the event that the Trustee or any Noteholder or group of Noteholders takes any action during the Noteholder Forbearance Period to declare all of the Notes immediately due and payable pursuant to Section 6.02 of the Indenture solely due to any of the Noteholder Specified Defaults, the Forbearing Noteholders agree to promptly deliver written notice to the Issuer and the Trustee to rescind and annul such acceleration and its consequences in accordance with Section 6.02 of the Indenture and, in connection therewith, to provide the necessary consents for an amendment to the Indenture that provides that Section 6.02 of the Indenture (i) shall not require cure or waiver of any Events of Default that are Noteholder Specified Defaults in connection with rescinding and annulling such acceleration and its consequences and (ii) shall not require any payment or deposit with the Trustee of any overdue interest on the Notes or interest upon overdue interest on the Notes in connection with rescinding and annulling such acceleration and its consequences; provided that nothing in the foregoing shall require any Forbearing Noteholder to incur any expenses, liabilities, or other obligations pursuant to this Agreement, or agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to any Forbearing Noteholder or its Affiliates that such Forbearing Noteholder reasonably believes may not be reimbursed by the Issuer pursuant to this Agreement.”

Amendments to Forbearance Agreement. (a) Recital (J) in the Forbearance Agreement is hereby amended and restated as follows: “The Issuer has requested that, during the Noteholder Forbearance Period (as hereinafter defined), the Noteholders agree to forbear from exercising any and all rights and remedies against the Issuer and the Guarantors with respect to any Defaults or Events of Default that have occurred, or that may occur as a result of, (i) the Reporting Defaults, (ii) the Issuer’s failure to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 during the Noteholder Forbearance Period, (iii) the Issuer’s failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 during the Noteholder Forbearance Period, (iv) the Issuer’s failure to make the interest payment due on June 30, 2021 on the Notes as required pursuant to the Indenture, and (v) the occurrence and continuance of the “Lender Specified Defaults” as defined in the Fourth Credit Facilities Forbearance Agreement (as defined in the Second Amendment to Noteholder Forbearance Agreement, dated as of May 10, 2021, by and among the Issuer, the Guarantors, and the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of the Notes party thereto) (collectively, the “Noteholder Specified Defaults”).” (b) The date “June 28July 27, 2021” in clause (2) of the definition of Termination Event in Section 2(a) of the Forbearance Agreement is hereby replaced with “July 6August 3, 2021”. (cb) The last second sentence of Section 2(b7(f) of the Forbearance Agreement is hereby amended deleted and restated as followsreplaced with the following: “In Further, the event Issuer shall notify the Noteholder Advisors (who may share such notice with any Forbearing Noteholder that (i) is party to a confidentiality agreement with the Trustee Issuer (a “Confidentiality Agreement”) and (ii) consents to receipt of such information pursuant to a Confidentiality Agreement (which notice shall, if sent prior to the “Public Disclosure Time” as defined in such Confidentiality Agreement, be subject to the cleansing provisions of such Confidentiality Agreement)) of the material terms of any amendment, waiver, supplement, or other modification to the Existing Infrastructure Sale Agreement or any Noteholder Replacement Infrastructure Sale Agreement (such notice, a “Sale Amendment Notice”) as soon as reasonably practicable but in no event less than two (2) Business Days in advance of the effectiveness of any such amendment, waiver, supplement or group other modification to the Existing Infrastructure Sale Agreement or any Replacement Infrastructure Sale Agreement, which for the avoidance of Noteholders takes doubt, shall include any action during waiver of any Condition under the Existing Infrastructure Sale Agreement. In addition, the Issuer shall notify the Noteholder Forbearance Period Advisors (who may share such notice with any Forbearing Noteholder that (i) is party to declare all a Confidentiality Agreement and (ii) consents to receipt of the Notes immediately due and payable such information pursuant to Section 6.02 a Confidentiality Agreement (which notice shall, if sent prior to the “Public Disclosure Time” as defined in such Confidentiality Agreement, be subject to the cleansing provisions of such Confidentiality Agreement)) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the Indenture solely due to occurrence of Completion (as defined in the Existing Infrastructure Sale Agreement) (such notice, a “Sale Completion Notice”). Following receipt of any of the Noteholder Specified DefaultsSale Amendment Notice or Sale Completion Notice, the Requisite Forbearing Noteholders agree to promptly deliver shall have the right, in their sole discretion, upon written notice to the Issuer and the Trustee to rescind and annul such acceleration and its consequences in accordance with Section 6.02 of the Indenture and, in connection therewithIssuer, to provide the necessary consents for an amendment to the Indenture that provides that Section 6.02 of the Indenture (i) shall not require cure or waiver of any Events of Default that are Noteholder Specified Defaults in connection with rescinding and annulling such acceleration and its consequences and (ii) shall not require any payment or deposit with the Trustee of any overdue interest on the Notes or interest upon overdue interest on the Notes in connection with rescinding and annulling such acceleration and its consequencesterminate this Agreement; provided that nothing in such termination shall be effective upon the foregoing earlier of (x) the later of (A) one (1) Business Day and (B) 24 hours following delivery of such written notice and (y) any Termination Event. Further, the Issuer’s failure to timely provide such advance notice shall require give rise to an immediate Forbearance Default, without any requirement of the Requisite Forbearing Noteholder Noteholders to incur any expenses, liabilities, or other obligations pursuant to this Agreement, or agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to any Forbearing Noteholder or its Affiliates that such Forbearing Noteholder reasonably believes may not be reimbursed by the Issuer pursuant to this Agreementprovide notice thereof.”

Amendments to Forbearance Agreement. (a) Recital (J) in the The Forbearance Agreement is hereby amended and restated as follows: “The Issuer has requested that, during : (a) Clause (X)(iii) of Recital (C) of the Noteholder Forbearance Period Agreement is replaced in its entirety with the following: (as hereinafter defined), the Noteholders agree to forbear from exercising any and all rights and remedies against the Issuer and the Guarantors with respect to any Defaults or Events of Default that have occurred, or that may occur as a result of, (iiii) the Reporting Defaults, (ii) failure by the Issuer’s failure Credit Parties to file its Annual the U.S. Borrower’s Quarterly Report on Form 10-K Q for the fiscal year quarter ended December 31June 30, 2020 during and the Noteholder Forbearance Periodrelated Compliance Certificate for such period on or before October 30, (iii) 2020, the IssuerU.S. Borrower’s failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020 and the related Compliance Certificate for such period on or before November 14, 2020, the U.S. Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 during and the Noteholder Forbearance Periodrelated Compliance Certificate for such period on or before May 15, (iv) 2021 and the IssuerU.S. Borrower’s failure to make Quarterly Report on Form 10-Q for the interest payment due on fiscal quarter ended June 30, 2021 and the related Compliance Certificate for such period on the Notes as required pursuant to the Indenture, and (v) the occurrence and continuance of the “Lender Specified Defaults” as defined in the Fourth Credit Facilities Forbearance Agreement (as defined in the Second Amendment to Noteholder Forbearance Agreement, dated as of May 10or before August 14, 2021, by and among the Issuer, the Guarantors, and the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of the Notes party thereto) (collectively, the “Noteholder Specified Defaults”).,” (b) The date and time “June 285:00 p.m., New York City time, on August 3, 2021” appearing in clause (2) of the definition of Termination Event in Section 2(a) of the Forbearance Agreement is hereby replaced in its entirety with “July 611:59 p.m., New York City time, on August 17, 2021”. (c) The last sentence of Section 2(b) 5 of the Forbearance Agreement is hereby amended by deleting the first sentence of clause (e) appearing therein and restated as followsinserting in lieu thereof: “In The U.S. Borrower shall notify the event Administrative Agent, the Private-Side Lenders and the Ad Hoc Lender Group Advisors (who may share such notice with any Forbearing Lender that (i) is party to a confidentiality agreement with the Trustee U.S. Borrower (a “Confidentiality Agreement”) and (ii) consents to receipt of such information pursuant to a Confidentiality Agreement (which notice shall, if sent prior to the “Public Disclosure Time” as defined in such Confidentiality Agreement, be subject to the cleansing provisions of such Confidentiality Agreement)) of the material terms of any amendment, waiver, supplement, or other modification to the Existing Infrastructure Sale Agreement or any Noteholder or group of Noteholders takes any action during the Noteholder Forbearance Period to declare all Replacement Infrastructure Sale Agreement (such notice, a “Sale Amendment Notice”) as soon as reasonably practicable but in no event less than two (2) Business Days in advance of the Notes immediately due effectiveness of any such amendment, waiver, supplement or other modification to the Existing Infrastructure Sale Agreement or any Replacement Infrastructure Sale Agreement, which for the avoidance of doubt, shall include any waiver of any Condition under the Existing Infrastructure Sale Agreement. In addition, the U.S. Borrower shall notify the Administrative Agent, the Private-Side Lenders and payable the Ad Hoc Lender Group Advisors (who may share such notice with any Forbearing Lender that (i) is party to a Confidentiality Agreement and (ii) consents to receipt of such information pursuant to Section 6.02 a Confidentiality Agreement (which notice shall, if sent prior to the “Public Disclosure Time” as defined in such Confidentiality Agreement, be subject to the cleansing provisions of such Confidentiality Agreement)) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the occurrence of Completion (as defined in the Existing Infrastructure Sale Agreement) (such notice, a “Sale Completion Notice”). Following receipt of any Sale Amendment Notice or Sale Completion Notice, each of the Indenture solely due to any of Required Lenders and the Noteholder Specified DefaultsRequired Revolving Lenders shall have the right, the Forbearing Noteholders agree to promptly deliver in their sole discretion, upon written notice to the Issuer and the Trustee to rescind and annul such acceleration and its consequences in accordance with Section 6.02 of the Indenture and, in connection therewithU.S. Borrower, to provide the necessary consents for an amendment to the Indenture that provides that Section 6.02 of the Indenture (i) shall not require cure or waiver of any Events of Default that are Noteholder Specified Defaults in connection with rescinding and annulling such acceleration and its consequences and (ii) shall not require any payment or deposit with the Trustee of any overdue interest on the Notes or interest upon overdue interest on the Notes in connection with rescinding and annulling such acceleration and its consequencesterminate this Agreement; provided that nothing in such termination shall be effective upon the foregoing earlier of (x) the later of (A) one (1) Business Day and (B) 24 hours following delivery of such written notice and (y) any Termination Event. Further, the U.S. Borrower’s failure to timely provide such advance notice shall require give rise to an immediate Forbearance Default, without any Forbearing Noteholder requirement of the Required Lenders or the Required Revolving Lenders to incur any expenses, liabilities, or other obligations pursuant to this Agreement, or agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to any Forbearing Noteholder or its Affiliates that such Forbearing Noteholder reasonably believes may not be reimbursed by the Issuer pursuant to this Agreementprovide notice thereof.”

Amendments to Forbearance Agreement. (a) Recital (J) in the Forbearance Agreement is hereby amended and restated as follows: “The Issuer has requested that, during the Noteholder Forbearance Period (as hereinafter defined), the Noteholders agree to forbear from exercising any and all rights and remedies against the Issuer and the Guarantors with respect to any Defaults or Events of Default that have occurred, or that may occur as a result of, (i) the Reporting Defaults, (ii) the Issuer’s failure to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 during the Noteholder Forbearance Period, (iii) the Issuer’s failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 during the Noteholder Forbearance Period, (iv) the Issuer’s failure to make the interest payment due on June 30, 2021 on the Notes as required pursuant to the Indenture, and (v) the occurrence and continuance of the “Lender Specified Defaults” as defined in the Fourth Credit Facilities Forbearance Agreement (as defined in the Second Amendment to Noteholder Forbearance Agreement, dated as of May 10, 2021, by and among the Issuer, the Guarantors, and the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of the Notes party thereto) (collectively, the “Noteholder Specified Defaults”).” (b) The date “June 28, 2021” in clause (2) of the definition of Termination Event in Section 2(a) of the Forbearance Agreement is hereby replaced with “July 6, 2021”. (c) The last sentence of Section 2(b) 3.1 of the Forbearance Agreement is hereby amended by amending and restated restating clause (i) of such Section in its entirety as follows: (i) on October 9, 2014; and”. (b) Section 3.1 of the Forbearance Agreement is hereby further amended by restating the last sentence of clause (ii) thereof as follows: “In the event that the Trustee or any Noteholder or group of Noteholders takes any action during the Noteholder Forbearance Period to declare all of the Notes immediately due and payable pursuant to Section 6.02 of the Indenture solely due to any of the Noteholder Specified Defaults, the Forbearing Noteholders agree to promptly deliver written notice Notwithstanding anything to the Issuer and the Trustee to rescind and annul such acceleration and its consequences contrary in accordance with Section 6.02 subclause (J) of the Indenture and, in connection therewith, to provide the necessary consents for an amendment to the Indenture that provides that Section 6.02 of the Indenture (i) shall not require cure or waiver of any Events of Default that are Noteholder Specified Defaults in connection with rescinding and annulling such acceleration and its consequences and clause (ii) of this Section 3.1, the Agent and Required Lenders agree that the sum of Eligible Receivables plus Eligible Unbilled Receivables, as reflected in the Borrowing Base Certificates delivered to the Agent on September 20, 2014 and September 27, 2014, being less than the Target Amount shall not require trigger the Forbearance Period Termination Date (it being understood and agreed by the parties hereto that the foregoing provisions of this sentence do not constitute (x) a waiver of subclause (J) of clause (ii) of this Section as to any payment other Borrowing Base Certificate or deposit with in any other instance, or (y) a waiver of the Trustee occurrence of any overdue interest on other Forbearance Period Termination Date or of the Notes or interest upon overdue interest on the Notes in connection Borrowers’ compliance with rescinding and annulling such acceleration and its consequences; provided that nothing in the foregoing shall require any Forbearing Noteholder to incur any expenses, liabilities, or other obligations pursuant to provision of this Agreement, or agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to any Forbearing Noteholder or its Affiliates that such Forbearing Noteholder reasonably believes may not be reimbursed by the Issuer pursuant to this Agreement).” (c) Schedule I to the Forbearance Agreement is hereby amended by deleting each reference to “the fiscal quarter ended June 30, 2014” in item 6 of such Schedule and substituting therefor the phrase “the fiscal quarters ending June 28, 2014 and September 27, 2014”. (d) Schedule I to the Forbearance Agreement is hereby further amended by deleting each reference to “the fiscal quarter ending June 30, 2014” in items 7 and 8 of such Schedule and substituting therefor the phrase “the fiscal quarters ending June 28, 2014 and September 27, 2014”. (e) Schedule I to the Forbearance Agreement is hereby further amended by restating item 9 of such Schedule as follows:

Amendments to Forbearance Agreement. (a) Recital (J) in the Forbearance Agreement is hereby amended and restated as follows: “The Issuer has requested that, during the Noteholder Forbearance Period (as hereinafter defined), the Noteholders agree to forbear from exercising any and all rights and remedies against the Issuer and the Guarantors with respect to any Defaults or Events of Default that have occurred, or that may occur as a result of, (i) the Reporting Defaults, (ii) the Issuer’s failure to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 during the Noteholder Forbearance Period, (iii) the Issuer’s failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 during the Noteholder Forbearance Period, (iv) the Issuer’s failure to make the interest payment due on June 30, 2021 on the Notes as required pursuant to the Indenture, and (v) the occurrence and continuance of the “Lender Specified Defaults” as defined in the Fourth Credit Facilities Forbearance Agreement (as defined in the Second Amendment to Noteholder Forbearance Agreement, dated as of May 10, 2021, by and among the Issuer, the Guarantors, and the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of the Notes party thereto) (collectively, the “Noteholder Specified Defaults”).” (b) The date “June 28, 2021” in clause (2) of the definition of Termination Event in Section 2(a) of the Forbearance Agreement is hereby replaced with “July 6, 2021”. (c) The last sentence of Section 2(b5(a) of the Forbearance Agreement is hereby amended as of the Fifth Amendment Effective Date (as hereinafter defined) by deleting “December 11, 2009” where it appears therein and restated substituting in lieu thereof “December 21, 2009”. (b) Section 8(d) of the Forbearance Agreement is hereby amended by deleting the last sentence of the first paragraph of such Section 8(d) together with the definitions of “Governmental Investigation” and “June 2009 Subpoenas” thereof and substituting in lieu thereof the following sentence and the corresponding definitions as follows: “In As used herein ‘Governmental Investigation’ and ‘2009 Subpoenas’ shall have the event that following meanings: ‘Governmental Investigation’ means any claim, sanction, action, lawsuit or other proceeding or investigation in connection with the Trustee 2009 Subpoenas by a Governmental Authority, which relates to the condition (financial or any Noteholder otherwise), business, operations or group of Noteholders takes any action during the Noteholder Forbearance Period to declare all property of the Notes immediately due and payable pursuant to Section 6.02 of the Indenture solely due to Borrower or any of the Noteholder Specified DefaultsGroup Members. ‘2009 Subpoenas’ means, collectively, (a) a subpoena for documents from the Forbearing Noteholders agree to promptly deliver written notice Enforcement Bureau of the Federal Communications Commission, dated Xxxxx 0, 0000, (x) a subpoena for documents from a Grand Jury for the United States District Court for the District of Columbia, dated June 15, 2009, (c) a subpoena for documents from the Xxx Xxxxxxxxx Xxxxxxxx Xxxxxx xx xxx Xxxxxx Xxxxxx Securities and Exchange Commission, dated June 25, 2009, (d) a subpoena for testimony from the Xxx Xxxxxxxxx Xxxxxxxx Xxxxxx xx xxx Xxxxxx Xxxxxx Securities and Exchange Commission to the Issuer Borrower’s chief financial officer, dated June 25, 2009 and (e) a subpoena for documents from the Trustee to rescind United States Securities and annul such acceleration and its consequences in accordance with Section 6.02 Exchange Commission, dated December 4, 2009, copies of the Indenture and, in connection therewith, to provide the necessary consents for an amendment which were previously delivered to the Indenture that provides that Section 6.02 of the Indenture (i) shall not require cure or waiver of any Events of Default that are Noteholder Specified Defaults in connection with rescinding and annulling such acceleration and its consequences and (ii) shall not require any payment or deposit with the Trustee of any overdue interest on the Notes or interest upon overdue interest on the Notes in connection with rescinding and annulling such acceleration and its consequences; provided that nothing in the foregoing shall require any Forbearing Noteholder to incur any expenses, liabilities, or other obligations pursuant to this Agreement, or agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to any Forbearing Noteholder or its Affiliates that such Forbearing Noteholder reasonably believes may not be reimbursed by the Issuer pursuant to this AgreementAdministrative Agent.”

Amendments to Forbearance Agreement. (a) Recital (J) in the Forbearance Agreement is hereby amended and restated as follows: “The Issuer has requested that, during the Noteholder Forbearance Period (as hereinafter defined), the Noteholders agree to forbear from exercising any and all rights and remedies against the Issuer and the Guarantors with respect to any Defaults or Events of Default that have occurred, or that may occur as a result of, (i) the Reporting Defaults, (ii) the Issuer’s failure to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 during the Noteholder Forbearance Period, Period and (iii) the Issuer’s failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 during the Noteholder Forbearance Period, (iv) the Issuer’s failure to make the interest payment due on June 30, 2021 on the Notes as required pursuant to the Indenture, and (v) the occurrence and continuance of the “Lender Specified Defaults” as defined in the Fourth Credit Facilities Forbearance Agreement (as defined in the Second Amendment to Noteholder Forbearance Agreement, dated as of May 10, 2021, by and among the Issuer, the Guarantors, and the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of the Notes party thereto) (collectively, the “Noteholder Specified Defaults”).” (b) The date “June 28May 10, 2021” in clause (2) of the definition of Termination Event in Section 2(a) of the Forbearance Agreement is hereby replaced with “July 6May 17, 2021”. (c) The last sentence Clause (E)(i) of the definition of Forbearance Default in Section 2(b2(a) of the Forbearance Agreement is hereby amended and restated as follows: “In the event that expiration or termination of the Trustee or any Noteholder or group of Noteholders takes any action during the Noteholder Lender Forbearance Period to declare all of the Notes immediately due and payable pursuant to Section 6.02 of the Indenture solely due to any of the Noteholder Specified Defaults, the Forbearing Noteholders agree to promptly deliver written notice to the Issuer and the Trustee to rescind and annul such acceleration and its consequences in accordance with Section 6.02 of the Indenture and, in connection therewith, to provide the necessary consents for an amendment to the Indenture that provides that Section 6.02 of the Indenture (i) shall not require cure or waiver of any Events of Default that are Noteholder Specified Defaults in connection with rescinding and annulling such acceleration and its consequences and (ii) shall not require any payment or deposit with the Trustee of any overdue interest on the Notes or interest upon overdue interest on the Notes in connection with rescinding and annulling such acceleration and its consequences; provided that nothing as defined in the foregoing shall require any Forbearing Noteholder to incur any expenses, liabilities, or other obligations pursuant to this Fourth Credit Facilities Forbearance Agreement, or agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to any Forbearing Noteholder or its Affiliates that such Forbearing Noteholder reasonably believes may not be reimbursed by the Issuer pursuant to this Agreement)”.”

Amendments to Forbearance Agreement. (a) Recital (J) in the Forbearance Agreement is hereby amended and restated as follows: “The Issuer has requested that, during the Noteholder Forbearance Period (as hereinafter defined), the Noteholders agree to forbear from exercising any and all rights and remedies against the Issuer and the Guarantors with respect to any Defaults or Events of Default that have occurred, or that may occur as a result of, (i) the Reporting Defaults, (ii) the Issuer’s failure to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 during the Noteholder Forbearance Period, (iii) the Issuer’s failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 during the Noteholder Forbearance Period, (iv) the Issuer’s failure to make the interest payment due on June 30, 2021 on the Notes as required pursuant to the Indenture, and (v) the occurrence and continuance of the “Lender Specified Defaults” as defined in the Fourth Credit Facilities Forbearance Agreement (as defined in the Second Amendment to Noteholder Forbearance Agreement, dated as of May 10, 2021, by and among the Issuer, the Guarantors, and the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of the Notes party thereto) (collectively, the “Noteholder Specified Defaults”).” (b) The date “June 283, 2021” in clause (2) of the definition of Termination Event in Section 2(a) of the Forbearance Agreement is hereby replaced with “July 6June 17, 2021”. (cb) The last sentence Clause (C) of the definition of Forbearance Default in Section 2(b2(a) of the Forbearance Agreement is hereby amended and restated as follows: “In the event occurrence of the Completion (as defined in the Existing Infrastructure Sale Agreement) on any date earlier than the date that is twenty (20) Business Days after the Trustee date on which the last Condition (as defined in the Existing Infrastructure Sale Agreement) is satisfied or waived, in accordance with Section 7.1(a)(i) of the Existing Infrastructure Sale Agreement without the prior written consent of the Requisite Forbearing Lenders;” (c) Section 5 of the Forbearance Agreement is hereby amended as follows: (i) the word “and” at the end of sub-clause (c) is hereby deleted in its entirety; (ii) the date “May 17, 2021” in sub-clause (d) is hereby replaced with “June 17, 2021”; (iii) the period at the end of sub-clause (d) is hereby replaced with “;”; (iv) the following sub-clauses (e), (f) and (g) are hereby added immediately after sub-clause (d): (e) As soon as reasonably practicable, the U.S. Borrower shall notify in advance the Administrative Agent and the Private-Side Lenders of the material terms of any amendment, waiver, supplement or other modification to the Existing Infrastructure Sale Agreement or any Noteholder or group Replacement Infrastructure Sale Agreement, which for the avoidance of Noteholders takes doubt, shall include any action during waiver of any Condition under the Noteholder Forbearance Period to declare all of the Notes immediately due and payable pursuant to Section 6.02 of the Indenture solely due to any of the Noteholder Specified Defaults, the Forbearing Noteholders agree to promptly Existing Infrastructure Sale Agreement. The U.S. Borrower shall deliver written notice to the Issuer Administrative Agent and the Trustee Private-Side Lenders confirming that the Conditions (as defined in the Existing Infrastructure Sale Agreement) have been satisfied or waived on the date that the last Condition has been satisfied or waived; (f) Within two (2) Business Days of receiving from the Ad Hoc Lender Group Advisors (as defined in the Priming Facility Credit Agreement) any objection to rescind and annul such acceleration and its consequences an Updated Budget (as defined in accordance with the Priming Facility Credit Agreement) pursuant to Section 6.02 6.01(d) of the Indenture andPriming Facility Credit Agreement or any notice (including any notice of default or event of default), letter or other written communications from the Ad Hoc Lender Group (as defined in connection therewith, to provide the necessary consents for an amendment Priming Facility Credit Agreement) or the Ad Hoc Lender Group Advisors to the Indenture that provides that Section 6.02 of Borrower or its advisors, the Indenture (i) Borrower shall not require cure or waiver of any Events of Default that are Noteholder Specified Defaults in connection with rescinding and annulling provide such acceleration and its consequences and (ii) shall not require any payment or deposit with the Trustee of any overdue interest on the Notes or interest upon overdue interest on the Notes in connection with rescinding and annulling such acceleration and its consequences; provided that nothing in the foregoing shall require any Forbearing Noteholder to incur any expensesobjection, liabilitiesnotice, letter or other obligations pursuant formal written communication to this Agreementthe Administrative Agent; and (g) Within two (2) Business Days of receiving any notice (including any notice of default or event of default), or agree to any commitments, undertakings, concessions, indemnities, letter or other arrangements that could result in expenseswritten communication from the Ad Hoc Noteholder Group or the Ad Hoc Noteholder Group Advisors to the Borrower or its advisors, liabilitiesthe Borrower shall provide such notice, letter or other obligations formal written communication to any Forbearing Noteholder or its Affiliates that such Forbearing Noteholder reasonably believes may not be reimbursed by the Issuer pursuant to this AgreementAd Hoc Lender Group Advisors.”