Common use of Applicable Forbearance Period Clause in Contracts

Applicable Forbearance Period. Subject to the terms and conditions of this Agreement, the Administrative Agents and the Majority Lenders hereby agree to forbear from taking any Canadian Debt Enforcement Action against any of the Non-Filer Parties as a result of the occurrence and continuance of any Specified Default during the period from and including the Effective Date until the earliest to occur of (a) June 16, 2015, (b) the commencement against any Non-Filer Party of any litigation (including, without limitation, any foreclosure proceeding) in which the amounts involved, individually or in the aggregate, equal or exceed $5,000,000 that could reasonably be expected to have, during the Forbearance Period, a material adverse effect on (i) the validity or enforceability of the Canadian Loan Documents, (ii) the rights and remedies of, or benefits available to, the Canadian Administrative Agent and the Canadian Secured Parties under the Canadian Loan Documents and Governmental Requirements (including with respect to the first Lien granted pursuant to the Canadian Loan Documents to secure the Canadian Secured Indebtedness) or (iii) the business, operations, Property or financial condition of the Non-Filer Parties, taken as a whole, (c) other than pursuant to the Canadian Loan Documents, the acceleration of, or any other exercise of any rights or remedies in respect of, any Debt of any Non-Filer Party the outstanding principal amount of which exceeds, individually or in the aggregate, for such Non-Filer Party, $5,000,000; provided that a drawing under any Letter of Credit or Canadian Letter of Credit shall not constitute an acceleration or an exercise of rights or remedies, (d) any Non-Filer Party taking any action to challenge (including, without limitation, to assert in writing any challenge to) the validity or enforceability of this Agreement or any other Canadian Loan Document or any provision hereof or thereof, (e) the commencement by any Non-Filer Party of proceedings under bankruptcy, insolvency, receivership, restructuring or similar law now or hereafter in effect, including, without limitation, under the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) or the Business Corporations Act (Alberta), (f) any failure by the Canadian Borrower to pay interest on the Canadian Loans as set forth in Section 5.1 hereof, (g) the occurrence of any Termination Event (as defined in the Cash Collateral Order), (h) any failure of the U.S. Borrower to pay interest on the Loans, calculated at the Alternate Base Rate plus the Applicable Margin for ABR Loans and in accordance with the terms of the Cash Collateral Order and Section 5.2 hereof and (i) a breach of the Canadian Borrower’s obligations pursuant to Section 8.13(e) of the Canadian Credit Agreement to cooperate in the provision of a grant of fixed Liens on the property of the Canadian Borrower (such earliest date, the

Applicable Forbearance Period. Subject to the terms and conditions of this Agreement, the Administrative Agents and the Majority Lenders hereby agree to continue to forbear from taking any Canadian Debt Enforcement Action against any of the Non-Filer Parties as a result of the occurrence and continuance of any Specified Second Forbearance Events of Default during the period from and including the Effective Date until the earliest to occur of (a) June September 16, 2015, (b) the commencement against any Non-Filer Party of any litigation (including, without limitation, any foreclosure proceeding) in which the amounts involved, individually or in the aggregate, equal or exceed $5,000,000 that could reasonably be expected to have, during the Second Forbearance Period, a material adverse effect on (i) the validity or enforceability of the Canadian Loan Documents, (ii) the rights and remedies of, or benefits available to, the Canadian Administrative Agent and the Canadian Secured Parties under the Canadian Loan Documents and Governmental Requirements (including with respect to the first Lien granted pursuant to the Canadian Loan Documents to secure the Canadian Secured Indebtedness) or (iii) the business, operations, Property or financial condition of the Non-Filer Parties, taken as a whole, (c) other than pursuant to the Canadian Loan Documents, the acceleration of, or any other exercise of any rights or remedies in respect of, any Debt of any Non-Filer Party the outstanding principal amount of which exceeds, individually or in the aggregate, for such Non-Filer Party, $5,000,000; provided that a drawing under any Letter of Credit or Canadian Letter of Credit shall not constitute an acceleration or an exercise of rights or remedies, (d) any Non-Filer Party taking any action to challenge (including, without limitation, to assert in writing any challenge to) the validity or enforceability of this Agreement or any other Canadian Loan Document or any provision hereof or thereof, (e) the commencement by any Non-Filer Party of proceedings under bankruptcy, insolvency, receivership, restructuring or similar law now or hereafter in effect, including, without limitation, under the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) or the Business Corporations Act (Alberta), (f) any failure by the Canadian Borrower to pay interest on the Canadian Loans as set forth described in Section 5.1 2.2(c) hereof, (g) the occurrence of any Termination Event (as defined in the Cash Collateral Order), (h) any failure of the U.S. Borrower to pay interest on the Loans, calculated at the Alternate Base Rate plus the Applicable Margin for ABR U.S. Loans and in accordance with the terms of the Cash Collateral Order and Section 5.2 hereof of the Existing Forbearance Agreement and (i) a breach of the Canadian Borrower’s obligations pursuant to Section 8.13(e) of the Canadian Credit Agreement to cooperate in the provision of a grant of fixed Liens on the property of the Canadian Borrower (such earliest date, thethe “Second Forbearance Termination Date”, and the period from and including the Effective Date until the Second Forbearance Termination Date, the “Second Forbearance Period”).

Applicable Forbearance Period. Subject to the terms and conditions of this Agreement, the Administrative Agents and the Majority Lenders hereby agree to continue to forbear from taking any Canadian Debt Enforcement Action against any of the Non-Filer Parties as a result of the occurrence and continuance of any Specified Third Forbearance Events of Default during the period from and including the Effective Date until the earliest to occur of (a) June 16December 15, 2015, (b) the commencement against any Non-Filer Party of any litigation (including, without limitation, any foreclosure proceeding) in which the amounts involved, individually or in the aggregate, equal or exceed $5,000,000 that could reasonably be expected to have, during the Third Forbearance Period, a material adverse effect on (i) the validity or enforceability of the Canadian Loan Documents, (ii) the rights and remedies of, or benefits available to, the Canadian Administrative Agent and the Canadian Secured Parties under the Canadian Loan Documents and Governmental Requirements (including with respect to the first Lien granted pursuant to the Canadian Loan Documents to secure the Canadian Secured Indebtedness) or (iii) the business, operations, Property or financial condition of the Non-Filer Parties, taken as a whole, (c) other than pursuant to the Canadian Loan Documents, the acceleration of, or any other exercise of any rights or remedies in respect of, any Debt of any Non-Filer Party the outstanding principal amount of which exceeds, individually or in the aggregate, for such Non-Filer Party, $5,000,000; provided that a drawing under any Letter of Credit or Canadian Letter of Credit shall not constitute an acceleration or an exercise of rights or remedies, (d) any Non-Filer Party taking any action to challenge (including, without limitation, to assert in writing any challenge to) the validity or enforceability of this Agreement or any other Canadian Loan Document or any provision hereof or thereof, (e) the commencement by any Non-Filer Party of proceedings under bankruptcy, insolvency, receivership, restructuring or similar law now or hereafter in effect, including, without limitation, under the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) or the Business Corporations Act (Alberta), (f) any failure by the Canadian Borrower to pay interest on the Canadian Loans as set forth described in Section 5.1 2.2(c) hereof, (g) the occurrence of any Termination Event (as defined in the Cash Collateral Order), (h) any failure of the U.S. Borrower to pay interest on the Loans, calculated at the Alternate Base Rate plus the Applicable Margin for ABR U.S. Loans and in accordance with the terms of the Cash Collateral Order and Section 5.2 hereof of the First Forbearance Agreement, and (i) a breach of the Canadian Borrower’s obligations failure to deliver the Reserve Reports required to be delivered pursuant to Section 8.13(e8.11(a) on October 1, 2015 (which shall be accompanied by the certificate required to be provided to the Global Administrative pursuant to Section 8.11(c) in connection with the delivery of the Canadian Credit Agreement to cooperate in the provision of a grant of fixed Liens on the property of the Canadian Borrower such Reserve Reports) (such earliest date, thethe “Third Forbearance Termination Date”, and the period from and including the Effective Date until the Second Forbearance Termination Date, the “Third Forbearance Period”).

Applicable Forbearance Period. Subject to the terms and conditions of this Agreement, the Administrative Agents and the Majority Lenders hereby agree to continue to forbear from taking any Canadian Debt Enforcement Action against any of the Non-Filer Parties as a result of the occurrence and continuance of any Specified Fourth Forbearance Events of Default during the period from and including the Effective Date until the earliest to occur of (a) June February 16, 20152016, (b) the commencement against any Non-Filer Party of any litigation (including, without limitation, any foreclosure proceeding) in which the amounts involved, individually or in the aggregate, equal or exceed $5,000,000 that could reasonably be expected to have, during the Fourth Forbearance Period, a material adverse effect on (i) the validity or enforceability of the Canadian Loan Documents, (ii) the rights and remedies of, or benefits available to, the Canadian Administrative Agent and the Canadian Secured Parties under the Canadian Loan Documents and Governmental Requirements (including with respect to the first Lien granted pursuant to the Canadian Loan Documents to secure the Canadian Secured Indebtedness) or (iii) the business, operations, Property or financial condition of the Non-Filer Parties, taken as a whole, (c) other than pursuant to the Canadian Loan Documents, the acceleration of, or any other exercise of any rights or remedies in respect of, any Debt of any Non-Filer Party the outstanding principal amount of which exceeds, individually or in the aggregate, for such Non-Filer Party, $5,000,000; provided that a drawing under any Letter of Credit or Canadian Letter of Credit shall not constitute an acceleration or an exercise of rights or remedies, (d) any Non-Filer Party taking any action to challenge (including, without limitation, to assert in writing any challenge to) the validity or enforceability of this Agreement or any other Canadian Loan Document or any provision hereof or thereof, (e) the commencement by any Non-Filer Party of proceedings under bankruptcy, insolvency, receivership, restructuring or similar law now or hereafter in effect, including, without limitation, under the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) or the Business Corporations Act (Alberta), (f) any failure by the Canadian Borrower to pay interest on the Canadian Loans as set forth described in Section 5.1 2.2(c) hereof, (g) the occurrence of any Termination Event (as defined in the Cash Collateral Order), ) and (h) any failure of the U.S. Borrower to pay interest on the Loans, calculated at the Alternate Base Rate plus the Applicable Margin for ABR U.S. Loans and in accordance with the terms of the Cash Collateral Order and Section 5.2 hereof and (i) a breach of the Canadian Borrower’s obligations pursuant to Section 8.13(e) of the Canadian Credit First Forbearance Agreement to cooperate in the provision of a grant of fixed Liens on the property of the Canadian Borrower (such earliest date, thethe “Fourth Forbearance Termination Date”, and the period from and including the Effective Date until the Fourth Forbearance Termination Date, the “Fourth Forbearance Period”).

Applicable Forbearance Period. Subject to the terms and conditions of this Agreement, the Administrative Agents and the Majority Lenders hereby agree to continue to forbear from taking any Canadian Debt Enforcement Action against any of the Non-Filer Parties as a result of the occurrence and continuance of any Specified Fifth Forbearance Events of Default during the period from and including the Effective Date until the earliest to occur of (a) June 16Xxxxx 0, 20150000, (bx) the commencement against any Non-Filer Party of any litigation (including, without limitation, any foreclosure proceeding) in which the amounts involved, individually or in the aggregate, equal or exceed $5,000,000 that could reasonably be expected to have, during the Fifth Forbearance Period, a material adverse effect on (i) the validity or enforceability of the Canadian Loan Documents, (ii) the rights and remedies of, or benefits available to, the Canadian Administrative Agent and the Canadian Secured Parties under the Canadian Loan Documents and Governmental Requirements (including with respect to the first Lien granted pursuant to the Canadian Loan Documents to secure the Canadian Secured Indebtedness) or (iii) the business, operations, Property or financial condition of the Non-Filer Parties, taken as a whole, (c) other than pursuant to the Canadian Loan Documents, the acceleration of, or any other exercise of any rights or remedies in respect of, any Debt of any Non-Filer Party the outstanding principal amount of which exceeds, individually or in the aggregate, for such Non-Filer Party, $5,000,000; provided that a drawing under any Letter of Credit or Canadian Letter of Credit shall not constitute an acceleration or an exercise of rights or remedies, (d) any Non-Filer Party taking any action to challenge (including, without limitation, to assert in writing any challenge to) the validity or enforceability of this Agreement or any other Canadian Loan Document or any provision hereof or thereof, (e) the commencement by any Non-Filer Party of proceedings under bankruptcy, insolvency, receivership, restructuring or similar law now or hereafter in effect, including, without limitation, under the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) or the Business Corporations Act (Alberta), (f) any failure by the Canadian Borrower to pay interest on the Canadian Loans as set forth described in Section 5.1 2.2(c) hereof, (g) the occurrence of any Termination Event (as defined in the Cash Collateral Order), (h) any failure of the U.S. Borrower to pay interest on the Loans, calculated at the Alternate Base Rate plus the Applicable Margin for ABR U.S. Loans and in accordance with the terms of the Cash Collateral Order and Section 5.2 hereof of the First Forbearance Agreement and (i) a breach of any failure by the Canadian Borrower’s Debtors to comply with their cash collateral and other obligations pursuant to Section 8.13(e) paragraph 15 of the Canadian Credit Agreement January 27, 2016 Bankruptcy Court Order approving the sale of certain assets to cooperate in the provision of a grant of fixed Liens on the property of the Canadian Borrower BlueStone Natural Resources II, LLC (such earliest date, thethe “Fifth Forbearance Termination Date”, and the period from and including the Effective Date until the Fifth Forbearance Termination Date, the “Fifth Forbearance Period”).