Common use of Conditions to Forbearance Clause in Contracts

Conditions to Forbearance. The following conditions shall constitute Forbearance Conditions, the timely satisfaction of each and every one of which during the Forbearance Period shall be a condition to the agreement of Lender to forbear as set forth in Section 3 of this Agreement: (a) Each Loan Party duly and punctually observes, performs and discharges each and every obligation and covenant on its part to be performed under this Agreement and diligently and in good faith seek to satisfy each of the conditions precedent in Section 6 hereof; (b) No Event of Default occurs or exists other than the Stipulated Defaults; (c) No material adverse change occurs in any Loan Party’s business, prospects or financial condition after the date hereof; (d) All of the Obligations are paid in full on or before the Maturity Date (as amended hereby); (e) No Guarantor revokes or attempts to revoke or terminate such Guarantor’s Guaranty or otherwise breach any of such Guarantor’s obligations under its respective Guaranty; (f) No representation or warranty made by any Loan Party in this Agreement proves to have been false or misleading in any material respect; (g) Each Loan Party timely deducts from the wages of its employees and makes timely and proper deposits for all Payroll Taxes as the same became due and payable, and if, as and when requested to do so by Lender, provides Lender with proof of all deposits for Payroll Taxes; (h) Each Loan Party is able to pay and does pay, as the same shall become due and payable, all debts incurred by such Loan Party on or after the date hereof; (i) No Person to whom any Loan Party is indebted under capital leases or for money borrowed accelerates the maturity or demands payment of such indebtedness, in whole or in part; (j) A Qualified Consultant is engaged by Loan Parties on or before the date of this Agreement, remains engaged by Loan Parties at all times during the Forbearance Period pursuant to the terms of a Qualified Consultant Engagement Letter and, notwithstanding any term or provision set forth herein (or in any other agreement between a Qualified Consultant and any Loan Party) to the contrary, each Loan Party hereby (i) acknowledges and agrees that the scope of the Qualified Consultant’s engagement may be expanded from time to time at Lender’s request in consultation with the Loan Parties, (ii) authorizes and directs each Qualified Consultant to provide Lender with complete access to such Qualified Consultant and its work product (whether created prior to or after the effectiveness of this Agreement), (iii) authorizes and directs each Qualified Consultant to speak freely with Lender concerning all matters relating to its engagement with any Loan Party and to provide Lender with copies of its work product (whether created prior to or after the effectiveness of this Agreement), and (iv) authorizes and directs each Qualified Consultant to actively participate on behalf of Loan Parties in all discussions with Lender; (k) On or before the date of this Agreement, Qualified Consultant shall have reviewed and approved the initial Budget; (l) No Loan Party uses proceeds of Advances or Collateral to make any payments for any purpose that is not included in the Budget or in amounts that exceed one hundred three percent (103%) of the amounts shown in the Budget (on a cumulative basis from the date of this Agreement through the relevant payment date), except for payments in respect of the Obligations; (m) On the date that any sale of real property on which Lender has a Lien is consummated, including, without limitation, the Permitted Real Estate Sale, Lender shall receive all Net Disposition Proceeds (defined as the gross proceeds of the sale less reasonable closing expenses, brokerage fees and prorated ad valorem real property taxes to be paid by seller) of the sale (provided that this Agreement shall not be deemed or construed to constitute consent by Lender to any sale, and each Loan Party acknowledges and agrees that any sale of real property subject to Liens in favor of Lender shall be on terms and conditions acceptable to Lender in its sole and absolute discretion) for application to the Obligations in accordance with Section 11 hereof; (n) Each Loan Party is able to pay and does pay, as the same shall become due and payable, all real and personal property taxes owed by such Loan Party on or after the date hereof; (o) Each of the WESSCO Sale Covenants shall be timely satisfied; (p) Loan Parties shall achieve total weekly (i) Cash Receipts, and (ii) “Recycling Inventory Sold” of at least eighty percent (80%) of the amounts shown in the Budget, on a cumulative basis, beginning with the week ending November 6, 2015, measured on a weekly basis; and (q) On or before January 31, 2016, Loan Parties shall have delivered to Lender a commitment letter for financing for the Loan Parties in an amount sufficient to, and which provides that the proceeds will be used to, repay all of the Obligations in full on or before the Maturity Date, which commitment letter must be from a lender acceptable to Lender and on terms and conditions satisfactory to Lender.

Conditions to Forbearance. The following conditions shall ------------------------- constitute Forbearance Conditions, the timely satisfaction of each and every one of which during the Forbearance Period shall be a condition to the agreement of Lender Creditors to forbear as set forth in Section 3 of this Agreement: (a) Each Loan Party Borrower duly and punctually observes, performs and discharges each and every obligation and covenant on its part to be performed under this Agreement and diligently and in good faith seek to satisfy each of the conditions precedent in Section 6 hereofAgreement; (b) No Event of Default occurs or exists other than the Stipulated Defaults; (c) No material adverse change occurs in any Loan Party’s business, prospects or financial condition after the date hereof; (d) All of the Obligations are paid in full on or before the Maturity Date (as amended hereby); (e) No Guarantor revokes or attempts to revoke or terminate such Guarantor’s Guaranty or otherwise breach any of such Guarantor’s obligations under its respective Guaranty; (f) No representation or warranty made by any Loan Party Borrower in this Agreement proves to have been false or misleading in any material respect; (gc) Each Loan Party Borrower timely deducts from the wages of its employees and makes timely and proper deposits for all Payroll Taxes as the same became due and payable, and if, as and when requested to do so by Lender, provides Lender Creditors with proof of all deposits for Payroll TaxesTaxes if, and when, requested to do so by any Creditor; (hd) Each Loan Party is able to pay and does pay, as the same shall become due and payable, all debts incurred No payments are made by such Loan Party Borrower on or after the date hereofof this Agreement to any Affiliate of Borrower or in respect of principal or interest on any Subordinated Debt to the extent the holders of such Subordinated Debt have contractually agreed not to accept such payment when any of the Stipulated Defaults exist; (ie) Junior Participant purchases an aggregate of $2,500,000 in junior participations in the Revolving Credit Loans from the Revolving Lenders in five (5) installments of $500,000 each on January 15, 2000, February 15, 2000, March 15, 2000, March 31, 2000, and April 15, 2000; (f) Borrower does not amend, modify or otherwise change any of the terms or provisions of the Back Bay Forbearance Agreement as in effect on the date hereof without the prior written consent of all Creditors; (g) No Person to whom any Loan Party Borrower is indebted under capital leases or for money borrowed (including the holders of the Subordinated Debt or Back Bay, but excluding NationsBank Leasing with respect to its equipment leases with Borrower) hereafter accelerates the maturity or demands payment of such indebtedness, in whole or in part; (jh) A Qualified Consultant No Insolvency Proceeding is engaged commenced by Loan Parties on or before the date of this Agreement, remains engaged by Loan Parties at all times during the Forbearance Period pursuant to the terms of a Qualified Consultant Engagement Letter and, notwithstanding any term or provision set forth herein (or in any other agreement between a Qualified Consultant and any Loan Party) to the contrary, each Loan Party hereby against Borrower; (i) acknowledges and agrees that the scope of the Qualified Consultant’s engagement may be expanded from time to time at Lender’s request in consultation with the Loan Parties, (ii) authorizes and directs each Qualified Consultant to provide Lender with complete access to such Qualified Consultant and its work product (whether created prior to or after the effectiveness of this Agreement), (iii) authorizes and directs each Qualified Consultant to speak freely with Lender concerning all matters relating to its engagement with any Loan Party and to provide Lender with copies of its work product (whether created prior to or after the effectiveness of this Agreement), and (iv) authorizes and directs each Qualified Consultant to actively participate on behalf of Loan Parties in all discussions with LenderNo Person institutes a Material Action against Borrower; (k) On or before the date of this Agreement, Qualified Consultant shall have reviewed and approved the initial Budget; (l) No Loan Party uses proceeds of Advances or Collateral to make any payments for any purpose that is not included in the Budget or in amounts that exceed one hundred three percent (103%) of the amounts shown in the Budget (on a cumulative basis from the date of this Agreement through the relevant payment date), except for payments in respect of the Obligations; (m) On the date that any sale of real property on which Lender has a Lien is consummated, including, without limitation, the Permitted Real Estate Sale, Lender shall receive all Net Disposition Proceeds (defined as the gross proceeds of the sale less reasonable closing expenses, brokerage fees and prorated ad valorem real property taxes to be paid by seller) of the sale (provided that this Agreement shall not be deemed or construed to constitute consent by Lender to any sale, and each Loan Party acknowledges and agrees that any sale of real property subject to Liens in favor of Lender shall be on terms and conditions acceptable to Lender in its sole and absolute discretion) for application to the Obligations in accordance with Section 11 hereof; (n) Each Loan Party is able to pay and does pay, as the same shall become due and payable, all real and personal property taxes owed by such Loan Party on or after the date hereof; (o) Each of the WESSCO Sale Covenants shall be timely satisfied; (p) Loan Parties shall achieve total weekly (i) Cash Receipts, and (ii) “Recycling Inventory Sold” of at least eighty percent (80%) of the amounts shown in the Budget, on a cumulative basis, beginning with the week ending November 6, 2015, measured on a weekly basis; and (q) On or before January 31, 2016, Loan Parties shall have delivered to Lender a commitment letter for financing for the Loan Parties in an amount sufficient to, and which provides that the proceeds will be used to, repay all of the Obligations in full on or before the Maturity Date, which commitment letter must be from a lender acceptable to Lender and on terms and conditions satisfactory to Lender.

Conditions to Forbearance. The following conditions shall constitute Forbearance Conditions, the timely satisfaction of each and every one of which during the Forbearance Period shall be a condition to the agreement of Lender Agents and Lenders to forbear as set forth in Section Paragraph 3 of this Agreement: (a) Each Loan Party each Borrower and each Guarantor duly and punctually observes, performs and discharges each and every obligation and covenant on its part to be performed under this Agreement and diligently and in good faith seek to satisfy each of the conditions precedent in Section 6 hereofAgreement; (b) No no Event of Default occurs or exists other than the Stipulated Defaults; (c) No material adverse change occurs in any Loan Party’s business, prospects or financial no event shall occur and no condition after the date hereofshall exist which has a Material Adverse Effect; (d) All of the Obligations are paid in full on or before the Maturity Date (as amended hereby); (e) No no Guarantor revokes or attempts to revoke or terminate such Guarantor’s terminate, or disputes its liability under, its Guaranty or otherwise breach any Agreement; (e) Borrowers achieve Consolidated EBITDA of such Guarantor’s obligations under its respective Guarantyat least $5,000,000 for the three-month period ending July 1, 2000 and at least $7,000,000 for the four-month period ending July 29, 2000; (f) No Borrowers maintain a Consolidated Adjusted Tangible Net Worth of at least $110,000,000, tested on a monthly basis, commencing May 31, 2000; (g) no representation or warranty made by any Loan Party Borrower or any Guarantor in this Agreement proves to have been false or misleading in any material respect; (gh) Each Loan Party each Borrower timely deducts from the wages of its employees and makes timely and proper deposits for all Payroll Taxes as the same became due and payable, and if, as and when requested to do so by LenderAgents and Lenders, provides Lender Agents and Lenders with proof of all deposits for Payroll Taxes; (hi) Each Loan Party is Borrowers are able to pay and does do pay, as the same shall become due and payable, all debts incurred by such Loan Party Borrowers on or after the date hereof; (ij) No Person Borrowers do not prepay any of the Subordinated Debt, except as may be required by any instrument or agreement evidencing such Subordinated Debt on the date hereof; (k) no default by any Obligor under any agreement relating to whom any Loan Party is indebted under capital leases or indebtedness for borrowed money borrowed accelerates shall occur and result in the holder of such indebtedness accelerating the maturity or demands demanding payment of such indebtedness, in whole or in part;; and (jl) A Qualified Consultant is engaged by Loan Parties on or before the date concurrently with their execution of this Agreement, remains engaged by Loan Parties at all times during the Forbearance Period pursuant Borrowers shall enter into (and Guarantors shall consent to the terms of execution and delivery by Borrowers of) a Qualified Consultant Engagement Letter and, notwithstanding any term or provision set forth herein (or in any other agreement between a Qualified Consultant First Amendment to Loan and any Loan Party) to the contrary, each Loan Party hereby (i) acknowledges and agrees that the scope of the Qualified Consultant’s engagement may be expanded from time to time at Lender’s request in consultation with the Loan Parties, (ii) authorizes and directs each Qualified Consultant to provide Lender with complete access to such Qualified Consultant and its work product (whether created prior to or after the effectiveness of this Agreement), (iii) authorizes and directs each Qualified Consultant to speak freely with Lender concerning all matters relating to its engagement with any Loan Party and to provide Lender with copies of its work product (whether created prior to or after the effectiveness of this Agreement), and (iv) authorizes and directs each Qualified Consultant to actively participate on behalf of Loan Parties in all discussions with Lender; (k) On or before the date of this Agreement, Qualified Consultant shall have reviewed and approved the initial Budget; (l) No Loan Party uses proceeds of Advances or Collateral to make any payments for any purpose that is not included Security Agreement in the Budget or in amounts that exceed one hundred three percent (103%) of the amounts shown in the Budget (on a cumulative basis from the date of this Agreement through the relevant payment date), except for payments in respect of the Obligations; (m) On the date that any sale of real property on which Lender has a Lien is consummated, including, without limitation, the Permitted Real Estate Sale, Lender shall receive all Net Disposition Proceeds (defined as the gross proceeds of the sale less reasonable closing expenses, brokerage fees form presented to Borrowers and prorated ad valorem real property taxes to be paid Guarantors by seller) of the sale (provided that this Agreement shall not be deemed or construed to constitute consent by Lender to any sale, Agents and each Loan Party acknowledges and agrees that any sale of real property subject to Liens in favor of Lender shall be on terms and conditions acceptable to Lender in its sole and absolute discretion) for application to the Obligations in accordance with Section 11 hereof; (n) Each Loan Party is able to pay and does pay, as the same shall become due and payable, all real and personal property taxes owed by such Loan Party on or after the date hereof; (o) Each of the WESSCO Sale Covenants shall be timely satisfied; (p) Loan Parties shall achieve total weekly (i) Cash Receipts, and (ii) “Recycling Inventory Sold” of at least eighty percent (80%) of the amounts shown in the Budget, on a cumulative basis, beginning with the week ending November 6, 2015, measured on a weekly basis; and (q) On or before January 31, 2016, Loan Parties shall have delivered to Lender a commitment letter for financing for the Loan Parties in an amount sufficient to, and which provides that the proceeds will be used to, repay all of the Obligations in full on or before the Maturity Date, which commitment letter must be from a lender acceptable to Lender and on terms and conditions satisfactory to LenderLenders.

Conditions to Forbearance. The following covenants and conditions shall constitute “Forbearance Conditions, the timely satisfaction of each and every one of which during the Forbearance Period shall be a condition to the agreement of Lender to forbear as set forth in Section 3 of this Agreement”: (a) Each The Loan Party Parties shall duly and punctually observesobserve, performs perform and discharges discharge each and every obligation and covenant on its their part to be performed under this Agreement and diligently and in good faith seek to satisfy each of the conditions precedent in Section 6 hereofAgreement; (b) No Event of Default occurs shall occur or exists be continuing other than with respect to the Stipulated DefaultsSpecified Potential Events of Default; (c) No material adverse change occurs in any Loan Party’s businessGuarantor shall revoke or attempt to revoke or terminate his, prospects her, or financial condition after the date hereofits Guaranty; (d) All of the Obligations are paid in full No payment shall be made by any Loan Party on or before the Maturity Date (as amended hereby)in respect of any Subordinated Indebtedness, if any; (e) No Guarantor revokes or attempts to revoke or terminate such Guarantor’s Guaranty or otherwise breach any of such Guarantor’s obligations under its respective Guaranty; (f) No representation or warranty made by any Loan Party in this Agreement proves shall prove to have been false incorrect or materially misleading as of the date when made in any material respect; (gf) Each Loan Party timely deducts from Except with respect to no more than 25 Stores, none of the wages of its employees and makes timely and proper deposits for all Payroll Taxes as the same became due and payable, and if, as and when requested to do so by Lender, provides Lender with proof of all deposits for Payroll Taxes; (h) Each Loan Party is able to pay and does pay, as the same following shall become due and payable, all debts incurred by such Loan Party on or after the date hereof;occur: (i) No Person The Loan Parties have (x) received notice(s) of default under any of its Store leases as to whom which Store leases the Loan Parties have exhausted any Loan Party applicable grace or other similar periods (whether such period is indebted under capital leases or for money borrowed accelerates as stated in the maturity or demands payment of such indebtedness, in whole lease or in part; the applicable notice(s) of default), and/or (jy) A Qualified Consultant is engaged by Loan Parties on or before the date of this Agreement, remains engaged by Loan Parties at all times during prior to the Forbearance Period pursuant to Effective Date received a notice(s) of default and the terms of a Qualified Consultant Engagement Letter and, notwithstanding any term applicable grace or provision set forth herein other similar period (whether such period is as stated in the Store lease or in any other agreement between the applicable notice(s) of default) under a Qualified Consultant Store lease has expired after the Forbearance Effective Date and any Loan Party) to the contrary, each Loan Party hereby (i) acknowledges and agrees that the scope of the Qualified Consultant’s engagement may be expanded from time to time at Lender’s request in consultation with the Loan Parties, no timely cure has been made; and/or (ii) authorizes and directs each Qualified Consultant to provide Lender with complete access to the applicable lessor under a Store lease(s) has commenced pursuing its default rights or remedies under such Qualified Consultant and its work product (whether created prior to or after the effectiveness of this Agreement), (iii) authorizes and directs each Qualified Consultant to speak freely with Lender concerning all matters relating to its engagement with any Loan Party and to provide Lender with copies of its work product (whether created prior to or after the effectiveness of this Agreement), and (iv) authorizes and directs each Qualified Consultant to actively participate on behalf of Loan Parties in all discussions with Lender; (k) On or before the date of this Agreement, Qualified Consultant shall have reviewed and approved the initial Budget; (l) No Loan Party uses proceeds of Advances or Collateral to make any payments for any purpose that is not included in the Budget or in amounts that exceed one hundred three percent (103%) of the amounts shown in the Budget (on a cumulative basis from the date of this Agreement through the relevant payment date), except for payments in respect of the Obligations; (m) On the date that any sale of real property on which Lender has a Lien is consummatedlease and/or applicable law, including, without limitation, commencement of legal action or service of process upon the Permitted Real Estate SaleLoan Parties/lessee in any local, Lender shall receive all Net Disposition Proceeds (defined as state or federal court to, inter alia, evict the gross proceeds Loan Parties and/or terminate the subject lease; provided that, for purposes of the sale less reasonable closing expensescalculations provided for in this subclause (f) and determining Loan Parties’ compliance with this subclause (f), brokerage fees and prorated ad valorem real property taxes the Forbearance Termination Date shall be deemed to have occurred if at any time hereunder there are more than ten (10) store leases that fit the criteria set forth in subclause (ii) hereof. For the avoidance of doubt or confusion, in determining Borrower’s compliance with this subclause (f) as contemplated under the proviso clause thereto, a lease(s) that qualifies for inclusion in the calculation in (i) above may also be paid by sellerincluded in (ii) of the sale (provided that this Agreement above but shall not be deemed counted twice for any purpose. (g) The Loan Parties shall not fail to pay, when due, rent or construed any other amounts due under the Lease with respect to constitute consent by Lender to any saletheir corporate headquarters and distribution centers located at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx and each One Imeson Park Boulevard, Jacksonville, Florida. (h) The Loan Party acknowledges and agrees that any sale of real property subject to Liens in favor of Lender Parties shall be on terms and conditions acceptable to Lender in its sole and absolute discretion) for application to the Obligations deliver Borrowing Base Certificates weekly, in accordance with Section 11 hereof; (n) Each Loan Party is able to pay and does pay, as the same shall become due and payable, all real and personal property taxes owed by such Loan Party on or after the date hereof; (o) Each of the WESSCO Sale Covenants shall be timely satisfied; (p) Loan Parties shall achieve total weekly (i) Cash Receipts, and (ii) “Recycling Inventory Sold” of at least eighty percent (80%6.02(b) of the amounts shown in the Budget, on a cumulative basis, beginning with the week ending November 6, 2015, measured on a weekly basis; and (q) On or before January 31, 2016, Loan Parties shall have delivered to Lender a commitment letter for financing for the Loan Parties in an amount sufficient to, and which provides that the proceeds will be used to, repay all of the Obligations in full on or before the Maturity Date, which commitment letter must be from a lender acceptable to Lender and on terms and conditions satisfactory to LenderCredit Agreement.

Conditions to Forbearance. The Each of the following conditions shall constitute a forbearance condition ("Forbearance ConditionsCondition"), the timely continuing satisfaction of each and every one of which during the Forbearance Period shall be a continuing condition to the agreement of Lender Agent and Lenders to forbear as set forth above in Section 3 2: Except with respect to (i) Section 12.1(o) of this Agreement: the Loan Agreement as it relates solely to the Change in Management Default (abut not including any subsequent Defaults or Events of Default irrespective of whether such Defaults or Events of Default are the same as or similar to the Change in Management Default) Each and (ii) Section 12.1(m) of the Loan Party Agreement as it relates solely to the Materially Adverse Effect Default as the same arose in connection with the financial condition and stability of Borrowers existing as of the date hereof (but not including any subsequent changes in the financial condition and stability of the Borrowers as the same are measured on a cumulative basis with the conditions that caused the Materially Adverse Effect Default to occur), Borrowers and Guarantors shall duly observe and punctually observes, performs and discharges perform each and every obligation and covenant on its part their respective parts to be performed under the Loan Documents, this Agreement and diligently and any agreement, instrument or document executed in good faith seek connection with this Agreement including, without limitation, Borrowers' obligations to satisfy each pay to Agent, on behalf of the conditions precedent Lenders, all installments of principal, interest, fees (including without limitation any and all applicable fees set forth in Section 6 hereof; (b) No Event of Default occurs or exists other than the Stipulated Defaults; (c) No material adverse change occurs in any Loan Party’s business, prospects or financial condition after the date hereof; (d) All 4.2 of the Obligations are paid in full on or before the Maturity Date (as amended herebyLoan Agreement); (e) No Guarantor revokes or attempts to revoke or terminate such Guarantor’s Guaranty or otherwise breach any of such Guarantor’s obligations under its respective Guaranty; (f) No representation or warranty made by any Loan Party in this Agreement proves to have been false or misleading in any material respect; (g) Each Loan Party timely deducts from the wages of its employees and makes timely and proper deposits for all Payroll Taxes as the same became due and payable, charges, and ifexpenses, as and when requested to do so by Lenderthe same are due and payable (whether due at stated maturity, provides Lender upon acceleration or otherwise); and No Default or Event of Default shall exist or shall have occurred under any of the terms, conditions, provisions or covenants of the Loan Documents or this Agreement, except the Existing Defaults; and Other than the Materially Adverse Effect Default, no additional Materially Adverse Effect, including without limitation any Materially Adverse Effect arising in connection with proof changes, following the date hereof, in the financial condition and stability of all deposits for Payroll Taxes; (h) Each Loan Party is able to pay and does pay, the Borrowers as the same are measured on a cumulative basis with the conditions that caused the Materially Adverse Effect Default to occur, shall become due occur; and payableThe representations and warranties contained in this Agreement and any agreement, all debts incurred by such Loan Party on instrument or after the date hereof; (i) No Person to whom any Loan Party is indebted under capital leases document executed in connection herewith or for money borrowed accelerates the maturity or demands payment pursuant hereto shall be true and correct as of such indebtedness, in whole or in part; (j) A Qualified Consultant is engaged by Loan Parties on or before the date of this Agreement, remains engaged by Loan Parties Agreement and shall continue to be true and correct at all times during the Forbearance Period pursuant hereafter (except to the terms of extent that any such representation or warranty, by its express terms, relates to a Qualified Consultant Engagement Letter andprior specific date or period), notwithstanding any term or provision set forth herein (or in any other agreement between a Qualified Consultant and any Loan Party) except to the contrary, each Loan Party hereby (i) acknowledges extent such representations and agrees that the scope warranties are not true and correct solely as a result of the Qualified Consultant’s engagement occurrence of the Existing Defaults; and Borrowers shall execute such other and further documents and instruments as Agent may be expanded from time reasonably request to time at Lender’s request in consultation with effect the Loan Parties, (ii) authorizes and directs each Qualified Consultant to provide Lender with complete access to such Qualified Consultant and its work product (whether created prior to or after the effectiveness express provisions of this Agreement; and On or before November 7, 2000, and weekly thereafter on Monday of each such week, Borrowers and Guarantors shall deliver to Agent a consolidated forecast, for such current week and the twelve immediately succeeding weeks (any such rolling thirteen-week period being hereafter referred to as a "Projection Period"), of the projected cash receipts and disbursements (iiithe "Cash Forecast") authorizes of Borrowers and directs each Qualified Consultant Guarantors for the respective Projection Period, certified by the Financial Officer of the Borrowers and the Guarantors to speak freely with Lender concerning all matters relating the best of his knowledge as presenting fairly the projected Cash Forecast for the Borrowers and the Guarantors based upon the reasonable business judgment of management of the Borrowers and the Guarantors; and On or before November 20, 2000, Borrowers and Guarantors shall deliver to its engagement with any Agent forecasted financial statements prepared by Borrowers on a consolidated basis and approved by Trism's Board of Directors, consisting of monthly consolidated balance sheets, cash flow statements and income statements of Borrowers and Guarantors, reflecting projected Advances under the Loan Party Agreement and to provide Lender with copies of its work product setting forth the assumptions on which such forecasted financial statements were prepared, covering the one-year period commencing on November 1, 2000 (whether created prior to or after the effectiveness of this Agreement"Projected Business Plan"), ; and (iv) authorizes and directs each Qualified Consultant to actively participate on behalf of Loan Parties in all discussions with Lender; (k) On or before the date hereof, and weekly thereafter on Monday of each such week, Borrowers and Guarantors shall deliver to Agent a summary of any and all acquisitions or dispositions of fixed assets, whether for cash or otherwise, which summary shall be in form and substance satisfactory to Agent in its reasonable discretion; and On or before the date hereof, Borrowers shall have delivered to Agent an updated listing of all of each Borrower's and each Guarantor's Account Debtors, including without limitation, each such Account Debtor's address and phone number, which listing shall be periodically updated by Borrowers upon the request of Agent; and No Borrower or Guarantor shall purchase or otherwise acquire any fixed assets(s), which individually or in the aggregate has or have a fair market value of more than $25,000.00, without the prior written consent of Agent, which consent, if granted, will be conditioned upon, among other things, the pledge by such Borrower or Guarantor of the fixed asset(s) acquired as collateral for the Secured Obligations; and Upon execution of this Agreement, Qualified Consultant Borrowers shall have reviewed pay to Agent the Forbearance Fee (as hereinafter defined) and approved thereafter shall pay on demand the initial Budget; Expenses (las hereinafter defined); and Borrowers shall deliver to the Agent no later than 1:30 p.m. (New York time) No Loan Party uses proceeds of Advances or Collateral to make any payments for any purpose that is not included on each Business Day a Borrowing Base Certificate, in the Budget or in amounts that exceed one hundred three percent (103%) form attached hereto as Exhibit "A", prepared as of the amounts shown in the Budget (on a cumulative basis from the date close of this Agreement through the relevant payment date), except for payments in respect business of the Obligations; (mimmediately preceding Business Day, together with a summary and the detail of any and all sales and collections of Borrowers for each such Business Day; and Borrowers shall, promptly upon each request for the same by Agent, provide to the Agent copies of sales journals, cash receipts journals, invoices, and any non-cash debit and credit journals, in each case for the respective period(s) On identified by Agent; and Borrowers and Guarantors shall maintain in full force and effect the date that property, casualty and other insurance coverage described on Exhibit "B" on the terms, including without limitation terms of payment and the amount of letters of credit or other collateral required to be issued or pledged in favor of the respective insurance providers, as described on Exhibit "B"; and Borrowers and Guarantors hereby assign and agree to remit to Agent, for the benefit of Lenders, any sale of real property on which Lender has a Lien is consummated, including, without limitation, the Permitted Real Estate Sale, Lender shall receive and all Net Disposition Proceeds (defined as the gross net proceeds of the sale less reasonable closing expenses, brokerage fees and prorated ad valorem of the real property taxes to be paid owned by seller) Borrowers located in Rialto, California (the "Rialto Property "). Upon the consummation of the sale (provided that this Agreement of the Rialto Property, the net proceeds of such sale shall not be deemed or construed applied to constitute consent repay those Secured Obligations of Borrowers to Lenders represented by Lender to any sale, and each Loan Party acknowledges and agrees that any Borrowing Base A. In the event the sale of the Rialto Property does not close on or before November 30, 2000, Borrowers and Guarantors agree to pledge the Rialto Property as additional collateral for the Secured Obligations pursuant to agreements, documents and instruments reasonably satisfactory to Agent. Promptly following the date hereof, Borrowers and Guarantors hereby further agree to pledge the real property subject owned by Borrowers located in Oklahoma City, Oklahoma (the "Oklahoma City Property") to Liens in favor Agent as additional collateral for the Secured Obligations pursuant to agreements, documents and instruments reasonably satisfactory to Agent. The Oklahoma City Property will be held as "Mortgaged Real Estate" related to Borrowing Base B and the "Appraised Orderly Liquidation Value" of Lender the Oklahoma City Property for purposes of the calculation of Borrowing Base B will be $1,200,000.00. The net proceeds received by Agent following the consummation of the sale of the Oklahoma City Property shall be on terms applied as a reduction of the Secured Obligations of Borrowers to Lenders represented by Borrowing Base B. In addition, Borrowers and conditions acceptable Guarantors shall, promptly upon the request of Agent, pledge to Lender in its sole Agent, as additional security for the Secured Obligations, any and absolute discretion) all real or personal property of any Borrower or Guarantor which has not previously been pledged to Agent as collateral for the Secured Obligations; and Borrowers and Guarantors shall deposit with and pay over to Lender, for application to the Secured Obligations in accordance with Section 11 hereof; (n) Each the Loan Party is able to pay and does pay, as the same shall become due and payableAgreement, all proceeds of the sale of any and all real and or personal property taxes owed of any Borrower or Guarantor, irrespective of whether such property was previously "Collateral", and Borrowers and Guarantors agree not to deposit such proceeds with any other person or entity, including without limitation Xxxxxxx Xxxxx Xxxxxx, Inc.; and Borrowers and Guarantors shall reasonably cooperate with, assist and give access to, any restructuring consultant (the "Consultant") hired by such Loan Party on or after Agent for the date hereof; (o) Each purpose of assisting Agent with, among other things, its analysis of the WESSCO Sale Covenants Collateral, Cash Forecasts and proposed business plan of the Borrowers and Guarantors and Borrowers and Guarantors shall pay all fees and expenses of such Consultant, which fees and expenses shall be timely satisfied; (p) Loan Parties shall achieve total weekly (i) Cash Receipts, and (ii) “Recycling Inventory Sold” of at least eighty percent (80%) of the amounts shown in the Budget, on a cumulative basis, beginning with the week ending November 6, 2015, measured on a weekly basis; and deemed "Expenses" under paragraph 9 hereof. The rights granted under this subparagraph (q) On or before January 31, 2016, Loan Parties shall be in addition to and not in lieu of any rights Agent may have delivered to Lender a commitment letter for financing for under the Loan Parties in an amount sufficient toAgreement to engage a consultant at the expense of Borrowers. In the event that any one or more of the Forbearance Conditions described above is not satisfied, Agent may forthwith, and which provides that without the proceeds will necessity of any notice (except as may be used torequired under the Loan Agreement or applicable law, repay if any), exercise any and all remedies available to it under any of the Obligations Loan Documents or available under applicable law or in full on or before the Maturity Date, which commitment letter must be from a lender acceptable to Lender and on terms and conditions satisfactory to Lenderequity.

Conditions to Forbearance. The Each of the following conditions shall constitute a forbearance condition (“Forbearance ConditionsCondition”), the timely continuing satisfaction of each and every one of which during the Forbearance Period shall be a continuing condition to the agreement of Lender Agent and Lenders to forbear as set forth above in this Section 3 of this Agreement2: (ai) Each Loan Party Except with respect to the Existing Defaults and except as otherwise expressly provided hereinafter in Section 2(f) of this Forbearance Agreement, Borrower shall duly observe and punctually observes, performs and discharges perform each and every obligation and covenant on its part to be performed under the Loan Documents, this Forbearance Agreement and diligently and any agreement, instrument or document executed in good faith seek to satisfy each of the conditions precedent in Section 6 hereof; (b) No Event of Default occurs or exists other than the Stipulated Defaults; (c) No material adverse change occurs in any Loan Party’s business, prospects or financial condition after the date hereof; (d) All of the Obligations are paid in full on or before the Maturity Date (as amended hereby); (e) No Guarantor revokes or attempts to revoke or terminate such Guarantor’s Guaranty or otherwise breach any of such Guarantor’s obligations under its respective Guaranty; (f) No representation or warranty made by any Loan Party in connection with this Forbearance Agreement proves to have been false or misleading in any material respect; (g) Each Loan Party timely deducts from the wages of its employees and makes timely and proper deposits for all Payroll Taxes as the same became due and payable, and if, as and when requested to do so by Lender, provides Lender with proof of all deposits for Payroll Taxes; (h) Each Loan Party is able to pay and does pay, as the same shall become due and payable, all debts incurred by such Loan Party on or after the date hereof; (i) No Person to whom any Loan Party is indebted under capital leases or for money borrowed accelerates the maturity or demands payment of such indebtedness, in whole or in part; (j) A Qualified Consultant is engaged by Loan Parties on or before the date of this Agreement, remains engaged by Loan Parties at all times during the Forbearance Period pursuant to the terms of a Qualified Consultant Engagement Letter and, notwithstanding any term or provision set forth herein (or in any other agreement between a Qualified Consultant and any Loan Party) to the contrary, each Loan Party hereby (i) acknowledges and agrees that the scope of the Qualified Consultant’s engagement may be expanded from time to time at Lender’s request in consultation with the Loan Parties, (ii) authorizes and directs each Qualified Consultant to provide Lender with complete access to such Qualified Consultant and its work product (whether created prior to or after the effectiveness of this Agreement), (iii) authorizes and directs each Qualified Consultant to speak freely with Lender concerning all matters relating to its engagement with any Loan Party and to provide Lender with copies of its work product (whether created prior to or after the effectiveness of this Agreement), and (iv) authorizes and directs each Qualified Consultant to actively participate on behalf of Loan Parties in all discussions with Lender; (k) On or before the date of this Agreement, Qualified Consultant shall have reviewed and approved the initial Budget; (l) No Loan Party uses proceeds of Advances or Collateral to make any payments for any purpose that is not included in the Budget or in amounts that exceed one hundred three percent (103%) of the amounts shown in the Budget (on a cumulative basis from the date of this Agreement through the relevant payment date), except for payments in respect of the Obligations; (m) On the date that any sale of real property on which Lender has a Lien is consummated, including, without limitation, the Permitted Real Estate SaleBorrower’s obligations to pay to Agent, Lender shall receive all Net Disposition Proceeds (defined as the gross proceeds on behalf of the sale less reasonable closing expensesLenders, brokerage fees all principal, interest, fees, charges, expenses and prorated ad valorem real property taxes to be paid by seller) of premiums, as and when the sale (provided that this Agreement shall not be deemed or construed to constitute consent by Lender to any sale, same are due and each Loan Party acknowledges and agrees that any sale of real property subject to Liens in favor of Lender shall be on terms and conditions acceptable to Lender in its sole and absolute discretion) for application payable pursuant to the Obligations in accordance with Section 11 hereof; Credit Agreement (n) Each Loan Party is able to pay and does paywhether due at stated maturity, as the same shall become due and payable, all real and personal property taxes owed by such Loan Party on upon acceleration or after the date hereof; (o) Each of the WESSCO Sale Covenants shall be timely satisfied; (p) Loan Parties shall achieve total weekly (i) Cash Receipts, and (ii) “Recycling Inventory Sold” of at least eighty percent (80%) of the amounts shown in the Budget, on a cumulative basis, beginning with the week ending November 6, 2015, measured on a weekly basisotherwise); and (qii) On No Default or before January 31, 2016, Loan Parties Event of Default shall exist or shall have delivered to Lender a commitment letter for financing for occurred under any of the terms, conditions, provisions or covenants of the Loan Parties Documents, or this Forbearance Agreement, except the Existing Defaults, the Agent and Lenders acknowledging and agreeing that the continuing occurrence of the Adverse Change Defaults shall not constitute additional Events of Default for purposes of satisfying this Forbearance Condition; and (iii) The representations and warranties contained in an amount sufficient tothe Loan Documents, this Forbearance Agreement and any agreement, instrument or document executed in connection herewith or pursuant hereto shall be true and correct in all material respects as of the date of this Forbearance Agreement and shall continue to be true and correct in all material respects at all times hereafter (except to the extent that any such representation or warranty (x) by its express terms, relates only to a prior specific date or period or (y) is untrue as a result of the occurrence or continuance of any of the Existing Defaults); and (iv) The Borrower shall provide to the Agent copies or, in the case of verbal notices information in respect of, any and all notices and correspondence of any kind whatsoever from any inventory vendor, or other material trade creditor, with respect to any default in payment of the amounts due such vendor or trade creditor in excess of $10,000, within two (2) Business Days after the receipt of any such notice or correspondence; and (v) The Borrower shall provide to the Agent, promptly after receipt or the date of any meeting, as applicable, copies of all notices, correspondence or other communications received from, and which provides that the proceeds will be used to, repay complete and accurate summaries of all meetings (including without limitation telephone calls and web-based or augmented telephone calls or meetings) of the Obligations Borrower or any representative of the Borrower with, any holders of Senior Notes, any representative of any such holder(s), and any representative of any official or unofficial committee of such holders (collectively the “Bondholders”), including without limitation documents, correspondence, proposals, meetings and telephone calls (collectively the “Bondholder Communications”) in respect of any restructuring of the Senior Notes, modification of the Senior Note Indenture or the full or partial exchange of Senior Notes for new Indebtedness of or equity in the Borrower (as reorganized or otherwise); provided, however, that only such Bondholder Communications as constitute either a material new proposal or a material modification of a prior proposal (whether previously reported to the Agent or otherwise), either to or from the Bondholders, shall be required to be reported to the Agent under this subsection; and (vi) The Borrower shall provide to the Agent, on or before the Maturity Datetwentieth (20th) day of each month during the Forbearance Period, which commitment letter must be from commencing on November 19, 2004, a lender acceptable report describing Borrower’s actual financial performance for the Fiscal Month most recently ended and for the Fiscal Year to Lender date through the end of such Fiscal Month and utilizing income, expense and other categories listed on terms Schedule I hereto and conditions satisfactory to Lendera variance analysis of actual versus projected financial performance for the applicable reporting period.

Conditions to Forbearance. The Each of the following conditions shall constitute a forbearance condition (“Forbearance ConditionsCondition”), the timely continuing satisfaction of each and every one of which during the Forbearance Period shall be a continuing condition to the agreement of Lender Agents and Lenders to forbear as set forth above in this Section 3 of this Agreement2: (ai) Each Loan Party Except with respect to the Existing Defaults and except as otherwise expressly provided hereinafter in Section 2(f) of this Forbearance Agreement, Borrowers shall duly observe and punctually observes, performs and discharges perform each and every obligation and covenant on its part their respective parts to be performed under the Loan Documents, this Forbearance Agreement and diligently and any agreement, instrument or document executed in good faith seek to satisfy each of the conditions precedent in Section 6 hereof; (b) No Event of Default occurs or exists other than the Stipulated Defaults; (c) No material adverse change occurs in any Loan Party’s business, prospects or financial condition after the date hereof; (d) All of the Obligations are paid in full on or before the Maturity Date (as amended hereby); (e) No Guarantor revokes or attempts to revoke or terminate such Guarantor’s Guaranty or otherwise breach any of such Guarantor’s obligations under its respective Guaranty; (f) No representation or warranty made by any Loan Party in connection with this Forbearance Agreement proves to have been false or misleading in any material respect; (g) Each Loan Party timely deducts from the wages of its employees and makes timely and proper deposits for all Payroll Taxes as the same became due and payable, and if, as and when requested to do so by Lender, provides Lender with proof of all deposits for Payroll Taxes; (h) Each Loan Party is able to pay and does pay, as the same shall become due and payable, all debts incurred by such Loan Party on or after the date hereof; (i) No Person to whom any Loan Party is indebted under capital leases or for money borrowed accelerates the maturity or demands payment of such indebtedness, in whole or in part; (j) A Qualified Consultant is engaged by Loan Parties on or before the date of this Agreement, remains engaged by Loan Parties at all times during the Forbearance Period pursuant to the terms of a Qualified Consultant Engagement Letter and, notwithstanding any term or provision set forth herein (or in any other agreement between a Qualified Consultant and any Loan Party) to the contrary, each Loan Party hereby (i) acknowledges and agrees that the scope of the Qualified Consultant’s engagement may be expanded from time to time at Lender’s request in consultation with the Loan Parties, (ii) authorizes and directs each Qualified Consultant to provide Lender with complete access to such Qualified Consultant and its work product (whether created prior to or after the effectiveness of this Agreement), (iii) authorizes and directs each Qualified Consultant to speak freely with Lender concerning all matters relating to its engagement with any Loan Party and to provide Lender with copies of its work product (whether created prior to or after the effectiveness of this Agreement), and (iv) authorizes and directs each Qualified Consultant to actively participate on behalf of Loan Parties in all discussions with Lender; (k) On or before the date of this Agreement, Qualified Consultant shall have reviewed and approved the initial Budget; (l) No Loan Party uses proceeds of Advances or Collateral to make any payments for any purpose that is not included in the Budget or in amounts that exceed one hundred three percent (103%) of the amounts shown in the Budget (on a cumulative basis from the date of this Agreement through the relevant payment date), except for payments in respect of the Obligations; (m) On the date that any sale of real property on which Lender has a Lien is consummated, including, without limitation, the Permitted Real Estate SaleBorrowers’ obligations to pay to Agents, Lender shall receive all Net Disposition Proceeds (defined as the gross proceeds on behalf of the sale less reasonable closing expensesLenders, brokerage fees all installments of principal, interest, fees, charges, expenses and prorated ad valorem real property taxes to be paid by seller) of premiums, as and when the sale (provided that this Agreement shall not be deemed or construed to constitute consent by Lender to any sale, same are due and each Loan Party acknowledges and agrees that any sale of real property subject to Liens in favor of Lender shall be on terms and conditions acceptable to Lender in its sole and absolute discretion) for application payable pursuant to the Obligations in accordance with Section 11 hereof; Credit Agreement (n) Each Loan Party is able to pay and does paywhether due at stated maturity, as the same shall become due and payable, all real and personal property taxes owed by such Loan Party on upon acceleration or after the date hereof; (o) Each of the WESSCO Sale Covenants shall be timely satisfied; (p) Loan Parties shall achieve total weekly (i) Cash Receipts, and (ii) “Recycling Inventory Sold” of at least eighty percent (80%) of the amounts shown in the Budget, on a cumulative basis, beginning with the week ending November 6, 2015, measured on a weekly basisotherwise); and (qii) On No Default or before January 31, 2016, Loan Parties Event of Default shall exist or shall have delivered occurred under any of the terms, conditions, provisions or covenants of the Loan Documents, or this Forbearance Agreement, except the Existing Defaults; and (iii) The representations and warranties contained in the Loan Documents, this Forbearance Agreement and any agreement, instrument or document executed in connection herewith or pursuant hereto shall be true and correct in all material respects as of the date of this Forbearance Agreement and shall continue to Lender be true and correct in all material respects at all times hereafter (except to the extent that any such representation or warranty (x) by its express terms, relates to a commitment letter for financing prior specific date or period or (y) is untrue as a result of the occurrence or continuance of any of the Existing Defaults); and (iv) The Borrowers shall provide to the Collateral Agent copies or, in the case of verbal notices information in respect of, any and all notices and correspondence of any kind whatsoever from any equipment or inventory vendor, or other material trade creditor, with respect to any default in payment of the amounts due such vendor or trade creditor in excess of $10,000, within two (2) Business Days after the receipt of any such notice or correspondence.; and (v) The Borrowers shall provide to the Collateral Agent, on the date Borrower’s are required to provide a Borrowing Base Certificate pursuant to Section 5.2(l) of the Credit Agreement, a report describing Borrowers’ actual financial performance and utilizing income expense and other categories listed on Schedule I hereto and a variance analysis of actual versus projected financial performance for the Loan Parties in an amount sufficient to, and which provides that the proceeds will be used to, repay all of the Obligations in full on or before the Maturity Date, which commitment letter must be from a lender acceptable to Lender and on terms and conditions satisfactory to Lenderapplicable reporting period.

Conditions to Forbearance. The following conditions shall constitute Forbearance Conditions, the timely satisfaction of each and every one of which during the Forbearance Period shall be a condition to the agreement of Lender to forbear as set forth in Section 3 of this Agreementhereof and to continue to make Loans to Borrowers as set forth in Section 4 hereof: (a) Each Loan Party Borrowers and Guarantors (including the Additional Guarantors) shall duly and punctually observesobserve, performs perform and discharges discharge each and every obligation and covenant on its part their respective parts to be performed under this Agreement and diligently and in good faith seek to satisfy each of the conditions precedent in Section 6 hereofLoan Documents; (b) No Event of Default occurs shall occur or exists exist other than the Stipulated DefaultsExisting Events of Default; (c) No material adverse change occurs in any Loan Party’s businessBorrowers shall pay promptly as and when due and payable all taxes on their income, prospects properties or financial condition after the date hereofprofits and all employment taxes; (d) All There shall not occur any event or condition which Lender, in good faith, determines constitutes a material adverse change in the financial condition, results of operations or business prospects of Borrowers, Guarantors, or the Collateral, or which Lender determines materially and adversely affects the ability of Borrowers or Guarantors to pay or perform the Obligations are paid in full on or before the Maturity Date (as amended hereby)owed to Lender; (e) No Guarantor revokes or attempts Concurrently with Borrower's request for a Loan to revoke or terminate such Guarantor’s Guaranty or otherwise breach any be made pursuant to Section 1.1 of such Guarantor’s obligations under its respective Guarantythe Loan Agreement as amended hereby, Borrowers, upon Lender's request, shall furnish Lender with a written acknowledgment of the Existing Events of Default and that the making of the requested Loan shall not constitute a waiver thereof; (f) No representation or warranty made by any Loan Party in this Agreement proves Simultaneously with the execution hereof, if not delivered prior thereto, Xxxxx shall have executed and delivered to have been false or misleading in any material respectLender the Xxxxx Guarantee; (g) Each Loan Party timely deducts from Simultaneously with the wages execution hereof, if not delivered prior thereto, USFG shall have executed and delivered to Lender the USFG Limited Guarantee, the Deed of its employees and makes timely and proper deposits for all Payroll Taxes as the same became due and payableTrust, and if, as and when requested to do so by Lender, provides Lender with proof of all deposits for Payroll Taxesthe USFG Negative Pledge; (h) Each Loan Party is able to pay and does pay, as the same shall become due and payable, all debts incurred by such Loan Party on or after Within seven (7) days of the date hereof, USFG shall, at Borrowers' sole cost and expense (i) record the Deed of Trust in all recording offices necessary to perfect the mortgage Lien created thereby, and (ii) Lender shall be satisfied, in its sole discretion pursuant to such documentation as Lender may in its sole discretion require, that the Deed of Trust establishes a first priority perfected mortgage Lien in the Real Estate; (i) No Person Within seven (7) days of the date hereof, USFG and Borrowers shall provide to whom any Loan Party is indebted under capital leases or for money borrowed accelerates Lender a copy of the maturity or demands payment appraisal of such indebtedness, in whole or in partthe Real Estate performed on behalf of Power Mortgage; (j) A Qualified Consultant is engaged by Loan Parties on or before Within seven (7) days of the date of this Agreementhereof, remains engaged by Loan Parties at all times during the Forbearance Period pursuant Xxxxx shall provide to the terms of Lender his updated personal financial statement in a Qualified Consultant Engagement Letter and, notwithstanding any term or provision set forth herein (or form satisfactory to Lender in any other agreement between a Qualified Consultant and any Loan Party) to the contrary, each Loan Party hereby (i) acknowledges and agrees that the scope of the Qualified Consultant’s engagement may be expanded from time to time at Lender’s request in consultation with the Loan Parties, (ii) authorizes and directs each Qualified Consultant to provide Lender with complete access to such Qualified Consultant and its work product (whether created prior to or after the effectiveness of this Agreement), (iii) authorizes and directs each Qualified Consultant to speak freely with Lender concerning all matters relating to its engagement with any Loan Party and to provide Lender with copies of its work product (whether created prior to or after the effectiveness of this Agreement), and (iv) authorizes and directs each Qualified Consultant to actively participate on behalf of Loan Parties in all discussions with Lendersole discretion; (k) On or before Within seven (7) days of the date hereof, Borrowers shall cause to be commenced discussions among Borrowers, Lender, and Frost Capital Group, a d/b/a of this AgreementFrost National Bank concerning the refinancing of Borrowers' Indebtedness owing to Lender, Qualified Consultant and during the Forbearance Period, Borrowers shall have reviewed and approved at all times diligently pursue the initial Budgetrefinancing of Borrowers' Indebtedness owing to Lender; (l) No Loan Party uses proceeds Upon Lender's request, USFG and Borrowers, at the sole cost and expense of Advances or Collateral USFG and Borrowers, shall cause such environmental assessments as Lender may deem appropriate in its sole discretion to make any payments for any purpose that is not included be performed on the Real Estate; (m) Simultaneously with the execution hereof, Borrowers shall owe to Lender a forbearance fee in the Budget or in amounts that exceed one hundred three percent amount of $30,000 which forbearance fee shall be (103%i) of fully earned and owing upon the amounts shown in the Budget (on a cumulative basis from the date execution of this Agreement through and (ii) payable on November 6, 2002; (n) No Borrower or Guarantor shall attempt to revoke or terminate, or dispute his, her or its liability under, or challenge the relevant payment date)validity of, except this Agreement or any or all of the Loan Documents or any Guarantee; (o) No Borrower or Guarantor shall commence a case under any Chapter of the Bankruptcy Code. If an involuntary Chapter 7 is commenced against a Borrower or a Guarantor, such Borrower or Guarantor shall enter into a cash collateral agreement in form and substance satisfactory to Lender and its counsel and shall not attempt to use Cash Collateral (as such term is defined in the Bankruptcy Code) without Lender's consent; (p) No compromise or settlement or any other adjustment shall be made to the amounts payable under the Judgment without the prior written consent of Lender, and all payments made on the Judgment shall, immediately upon receipt, be turned over and remitted to Lender for payments in respect of application to the Obligations; (mq) On Each Borrower, each Guarantor and each Additional Guarantor shall permit inspections of its respective books, records, accounts and other papers by Lender or its representative at any and all times such inspection is requested by Lender; (r) No creditor shall initiate any action to collect any of the date indebtedness owing to it by a Borrower, a Guarantor or an Additional Guarantor or exercise any rights or remedies it may have with respect to any of the Property or assets of a Borrower, a Guarantor or an Additional Guarantor; and In the event that any sale one or more of real property on which the Forbearance Conditions is not satisfied, Lender's agreement to forbear as set forth in Section 3 hereof and to continue to make Loans to Borrowers under the Loan Agreement as set forth in Section 4 hereof shall forthwith terminate and Lender has shall thereupon have and may exercise from time to time all rights and remedies available under the Loan Agreement and the other Loan Documents as a Lien is consummatedconsequence of an Event of Default, including, including without limitation, the Permitted Real Estate Sale, Lender shall receive all Net Disposition Proceeds (defined as the gross proceeds Existing Events of the sale less reasonable closing expenses, brokerage fees and prorated ad valorem real property taxes to be paid by seller) of the sale (provided that this Agreement shall not be deemed or construed to constitute consent by Lender to any sale, and each Loan Party acknowledges and agrees that any sale of real property subject to Liens in favor of Lender shall be on terms and conditions acceptable to Lender in its sole and absolute discretion) for application to the Obligations in accordance with Section 11 hereof; (n) Each Loan Party is able to pay and does pay, as the same shall become due and payable, all real and personal property taxes owed by such Loan Party on or after the date hereof; (o) Each of the WESSCO Sale Covenants shall be timely satisfied; (p) Loan Parties shall achieve total weekly (i) Cash Receipts, and (ii) “Recycling Inventory Sold” of at least eighty percent (80%) of the amounts shown in the Budget, on a cumulative basis, beginning with the week ending November 6, 2015, measured on a weekly basis; and (q) On or before January 31, 2016, Loan Parties shall have delivered to Lender a commitment letter for financing for the Loan Parties in an amount sufficient to, and which provides that the proceeds will be used to, repay all of the Obligations in full on or before the Maturity Date, which commitment letter must be from a lender acceptable to Lender and on terms and conditions satisfactory to LenderDefault.

Conditions to Forbearance. The following conditions shall constitute Forbearance Conditions, the timely satisfaction of each and every one of which during the Forbearance Period shall be a condition to the agreement of the Lender to forbear as set forth in Section 3 of this Agreement1.2 hereof and to continue to make additional Revolving Credit Loans to the Borrower as set forth in Section 1.3 hereof: (a) Each Loan Party The Borrower and the Guarantor shall each duly and punctually observesobserve, performs perform and discharges discharge each and every obligation and covenant on its part to be performed under this Agreement, the Credit Agreement and diligently and in good faith seek to satisfy each of the conditions precedent in Section 6 hereof; (b) No Event of Default occurs or exists other than the Stipulated Defaults; (c) No material adverse change occurs in any Loan Party’s business, prospects or financial condition after the date hereof; (d) All of the Obligations are paid in full on or before the Maturity Date (as amended hereby); (e) No Guarantor revokes or attempts to revoke or terminate such Guarantor’s Guaranty or otherwise breach any of such Guarantor’s obligations under its respective Guaranty; (f) No representation or warranty made by any Loan Party in this Agreement proves to have been false or misleading in any material respect; (g) Each Loan Party timely deducts from the wages of its employees and makes timely and proper deposits for all Payroll Taxes as the same became due and payable, and if, as and when requested to do so by Lender, provides Lender with proof of all deposits for Payroll Taxes; (h) Each Loan Party is able to pay and does pay, as the same shall become due and payable, all debts incurred by such Loan Party on or after the date hereof; (i) No Person to whom any Loan Party is indebted under capital leases or for money borrowed accelerates the maturity or demands payment of such indebtedness, in whole or in part; (j) A Qualified Consultant is engaged by Loan Parties on or before the date of this Agreement, remains engaged by Loan Parties at all times during the Forbearance Period pursuant to the terms of a Qualified Consultant Engagement Letter and, notwithstanding any term or provision set forth herein (or in any other agreement between a Qualified Consultant and any Loan Party) to the contrary, each Loan Party hereby (i) acknowledges and agrees that the scope of the Qualified Consultant’s engagement may be expanded from time to time at Lender’s request in consultation with the Loan Parties, (ii) authorizes and directs each Qualified Consultant to provide Lender with complete access to such Qualified Consultant and its work product (whether created prior to or after the effectiveness of this Agreement), (iii) authorizes and directs each Qualified Consultant to speak freely with Lender concerning all matters relating to its engagement with any Loan Party and to provide Lender with copies of its work product (whether created prior to or after the effectiveness of this Agreement), and (iv) authorizes and directs each Qualified Consultant to actively participate on behalf of Loan Parties in all discussions with Lender; (k) On or before the date of this Agreement, Qualified Consultant shall have reviewed and approved the initial Budget; (l) No Loan Party uses proceeds of Advances or Collateral to make any payments for any purpose that is not included in the Budget or in amounts that exceed one hundred three percent (103%) of the amounts shown in the Budget (on a cumulative basis from the date of this Agreement through the relevant payment date)Documents, except for payments in respect those covenants giving rise to the Specified Events of the Obligations; (m) On the date that any sale of real property on which Lender has a Lien is consummatedDefault, including, without limitation, the Permitted Real Estate Sale, Lender shall receive continued maintenance of the Lockbox into which all Net Disposition Proceeds (defined as the gross proceeds of the sale less reasonable closing expenses, brokerage fees and prorated ad valorem real property taxes to be paid by seller) of the sale (provided that this Agreement shall not be deemed or construed to constitute consent by Lender to any sale, and each Loan Party acknowledges and agrees that any sale of real property subject to Liens in favor of Lender Collateral shall be on terms sent by the Borrower and conditions acceptable the Guarantor immediately upon receipt for deposit to Lender in its sole the Cash Collateral Account and absolute discretion) for application to the Obligations in accordance with as required by Section 11 hereof2.05 of the Credit Agreement; (nb) Each Loan Party is able to pay and does pay, as No Default or Event of Default shall occur or exist other than the same shall become due and payable, all real and personal property taxes owed by such Loan Party on or after the date hereofSpecified Events of Default; (oc) Each of The Borrower and the WESSCO Sale Covenants Guarantor shall be timely satisfiedeach promptly pay as and when due and payable all taxes on its income, properties or profits, all sales taxes and all employment taxes; (pd) The Borrower shall make all payments of principal, interest, fees or other amounts owing under the Credit Agreement and the other Loan Parties shall achieve total weekly Documents on the respective due dates thereof; (ie) Cash Receipts, and (ii) “Recycling Inventory Sold” of at least eighty percent (80%) The unpaid balance of the amounts shown Revolving Credit Loans outstanding at anytime shall not exceed either the Revolving Credit Committed Amount or the Borrowing Base at such time, nor shall Availability at any time be less than $1.00; (f) There shall not occur any event or condition which the Lender, in good faith, determines constitutes a material adverse change in the Budgetfinancial condition, on a cumulative basisresults of operations or business prospects of the Borrower, the Guarantor or the Collateral, or which the Lender determines materially and adversely affects the ability of the Borrower or the Guarantor to have paid and performed in full all of the Obligations no later than the Forbearance Termination Date; (g) The cash expenditures made by the Borrower and the Guarantor for any period of two (2) consecutive weeks, beginning with the week ending November 6of the Beginning Calculation Date, 2015, measured on a weekly basis; andshall not exceed one hundred ten percent (110%) of the aggregate amount of the cash expenditures budgeted for such two (2) weeks as set forth in the Budget; (qh) On or before January 31, 2016, Loan Parties The Borrower and the Guarantor shall permit an auditor employed by the Lender to be on the Borrower's and the Guarantor's premises and allow such auditor to have delivered access to Lender a commitment letter for financing for the Loan Parties in an amount sufficient to, and which provides that the proceeds will be used to, repay all of the Collateral and all of the Borrower's and the Guarantor's books and records relating thereto for the purposes of reviewing such books and records and for verifying, testing, protecting, safeguarding or preserving of all or any part of the Collateral. The Borrower and the Guarantor shall pay to the Lender a fee of $650 for each day or part thereof spent by such auditor in the Borrower's and the Guarantor's premises plus reasonable and necessary expenses of the auditor; (i) The Borrower shall employ and utilize, at all times from the date hereof through and including the Forbearance Termination Date, and pay all of the fees and expenses of, a liquidation consultant (the "Liquidation Consultant"), selected by the Borrower and reasonably acceptable to the Lender, with industry expertise to assist the Borrower and the Guarantor with, among other things, the orderly sale, liquidation and disposition of their respective assets and properties. The Liquidation Consultant shall continue to be employed by the Borrower and the Guarantor at all times unless the employment of the Liquidation Consultant is terminated by the Borrower and the Guarantor solely on account of the Liquidation Consultant's willful misconduct or for other good cause, in which event the Borrower and the Guarantor shall promptly notify the Lender in writing and promptly employ a replacement Liquidation Consultant reasonably acceptable to the Lender; (j) Neither the Borrower nor the Guarantor shall return any of its inventory to a supplier or vendor thereof, or any other Person, for credit against future purchases or then existing payables; (k) All of the Loans and the other Obligations owing to the Lender are paid and satisfied in full on or before the Maturity Forbearance Termination Date; (l) (The Borrower and the Guarantor shall each use their respective best efforts to sell, which commitment letter must be dispose of and otherwise collect Collateral for the best obtainable prices in order that the Loans and the other Obligations owing to the Lender are paid and satisfied in full no later than the Forbearance Termination Date. Notwithstanding the foregoing, neither the Borrower nor the Guarantor shall: (i) sell or otherwise dispose of any Inventory to any purchaser unless such sale is (i) pursuant to a firm purchase order from a lender purchaser deemed creditworthy by the Borrower and the Liquidation Consultant in the exercise of their reasonable business judgment, (ii) at a price equal to at least seventy-five percent (75%) of the book value of such Inventory, and (iii) on the Borrower's usual and customary payment terms for such Inventory; (ii) sell or otherwise dispose of any Equipment or other to any purchaser except for prices and upon payment terms approved in advance by the Lender; or (iii) grant any discounts or otherwise compromise or settle any Accounts of the Borrower or the Guarantor; (m) The Borrower and the Guarantor shall not pay any severance or termination pay, stay bonus, or any other kind of compensation to any of its employees except for the usual and customary payroll and payroll related expenses that the Borrower and the Guarantor have paid before the date of this Agreement; (n) The Borrower and the Guarantor shall notify the Lender immediately upon the Borrower's or the Guarantor's learning of the commencement of any litigation affecting the Borrower, the Guarantor or the Collateral and shall send the Lender copies of any such suits and other pleadings related thereto; (o) The Borrower shall cause the Liquidation Consultant to provide to the Lender, on each Business Day by email, an actual report of each of the items set forth in the Budget for such Business Day, showing the variances (both positive and negative) from the Budget on both a rolling two (2) week basis and a cumulative basis from the Beginning Calculation Date; and (p) The Borrower shall furnish to the Lender: (i) on a daily basis, a certificate on a form acceptable to the Lender of daily sales, credits issued, collections received, and expenditures made, and (ii) on terms a weekly basis, inventory certifications which shall include a breakdown of the amount of inventory by type (raw materials, work-in-process and conditions satisfactory finished goods), by location, and identification of write-offs and write-downs. In the event that one or more of the Forbearance Conditions is not satisfied, and the failure of the Borrower and the Guarantor to satisfy each of the Forbearance Conditions has not been waived in writing by the Lender, the Lender's agreement to forbear as set forth in Section 1.2 hereof and the Lender's agreement to continue to make Revolving Credit Loans to the Borrower as set forth in Section 1.3 hereof shall forthwith terminate and the Lender shall thereupon have and may exercise from time to time all remedies available under the Credit Agreement and the other Loan Documents as a consequence of an Event of Default, including without limitation, the Existing Events of Default.