Common use of Forbearance Agreement Clause in Contracts

Forbearance Agreement. Subject to Section 2 hereof, the Consenting Holders hereby agree to forbear, during the Forbearance Period, from exercising their rights to accelerate the maturity of the Notes, declare all amounts under the Notes and Indenture immediately due and payable and exercise any other rights and remedies available under the Indenture (and from directing the Trustee to exercise such rights and remedies) arising from the Specified Events of Default, subject to the terms, limitations, conditions, representations, warranties, amendments and modifications set forth in this Agreement; provided, that, notwithstanding anything contained herein to the contrary, nothing herein shall limit, restrict, impair or otherwise modify the Consenting Holders’ or the Trustee’s right or ability to take any of the following actions at any time (including during the Forbearance Period): (i) declare and/or send (or instruct the Trustee to do so) any notices and communications with respect to this Agreement (including with respect to a Default or Event of Default or any other breach of the Indenture or this Agreement, and any reservation of rights or similar matters) that do not accelerate the maturity of the Notes, declare amounts under the Notes and Indenture immediately due and payable or exercise any other rights and remedies available under the Indenture arising from the Specified Events of Default; (ii) structure, negotiate, document and/or enter into any arrangements with respect to the Notes in connection with the restructuring thereof; (iii) enforce the terms of the Indenture or this Agreement other than with respect to the Specified Events of Default, including exercising any rights and remedies for specific performance or equitable relief to compel the Company and each of the Guarantors to comply with any obligations under the Indenture or this Agreement (including any action to enjoin or otherwise restrain any sale or other disposition of its property and assets not permitted by the Indenture or hereunder), or take any other action that does not constitute an exercise of creditor rights and remedies; (iv) accelerate the maturity of the Notes, declare amounts under the Notes and Indenture immediately due and payable or exercise any other rights and remedies available under the Indenture arising from any Event of Default other than the Specified Events of Default; and (v) take any action to the extent necessary to preserve rights, prevent the running of any applicable statute of limitation or similar restriction on claims, or to assert a compulsory cross-claim or counterclaim.

Forbearance Agreement. Subject to Section 2 hereof, (a) From the Consenting Holders hereby agree to forbear, during Closing Date until the Forbearance PeriodTermination Date, Xxxxxx agrees and acknowledges that it shall forbear from accelerating or otherwise enforcing the obligations of Borrower due under the Leverage Loan Documents and from exercising their rights any Lien Enforcement Action or otherwise take any action to foreclose on the Collateral following an Event of Default (whether at maturity or otherwise). (b) Xxxxxx (either personally or through an agent) is hereby expressly prohibited from initiating or pursuing, and hereby agrees not to initiate or pursue, any Lien Enforcement Action or otherwise taking any other action to enforce remedies under any of the Leverage Loan Documents until the Forbearance Termination Date. After the Forbearance Termination Date, Lender shall be free, in its sole and absolute discretion, to accelerate the maturity payment in full of the Notes, declare all amounts of Borrower’s obligations to Lender under the Notes Leverage Loan Documents and Indenture immediately due and payable and exercise any other to institute proceedings to enforce its rights and remedies available under the Indenture Leverage Loan Documents and/or as provided by applicable law. (c) Notwithstanding the limits on enforcement herein, nothing shall prohibit or prevent Lender from: (i) giving notice of a default under the Leverage Loan Documents, (ii) from declaring an Event of Default under the Leverage Loan Documents; (iii) pursuing a Lien Enforcement Action following a Final Determination that such default was caused as a result of criminal misconduct, theft of funds, knowing malfeasance or fraud by the Investor or Borrower and from directing the Trustee such default resulted in a material adverse impact on Lender; (iv) pursuing a collection or other legal action (other than any action which could result in a Lien Enforcement Action) to exercise such rights and remedies) arising require Borrower to apply cash distributions and/or dividends received from the Specified Events Sub-CDE and retained by Borrower in violation of Defaultany of the Leverage Loan Documents, Xxxxxxxx’s Operating Agreement and/or the Sub-CDE Agreement; (v) subject to the termsterms of Section 32 of the Leverage Loan Agreement, limitationspursuing a collection or other legal action (other than any action which could result in a Lien Enforcement Action) to require the Investor to timely provide Borrower with sufficient Tax Reimbursement Contributions to the extent and in the amounts required to be funded in accordance with the Borrower’s Operating Agreement; or (vi) sending any notices to any persons or entities concerning the existence of security interests or liens in favor of the Lender relating to such Collateral, conditionsand/or (vii) filing any financing statements or other instruments or certificates, representationsor any amendments or assignments thereof, warranties, amendments in any public records. The Investor and modifications set forth Xxxxxxxx acknowledge and agree that Xxxxxx’s delay in or failure to exercise any such rights as a result of the limitations contained in this Agreement; providedSection 2 shall not constitute a waiver of any such rights by Xxxxxx. (d) In accordance with subsection (c)(v) above, thatXxxxxx agrees and acknowledges that it shall have no right, notwithstanding anything contained herein to the contrary, nothing herein shall limit, restrict, impair or otherwise modify the Consenting Holders’ or the Trustee’s right interest in or ability to take receive and/or compel Borrower or the Investor to make or receive any of the following actions at any time (including during the Forbearance Period): Tax Reimbursement Contribution other than and unless: (i) declare and/or send (no event of default has occurred or instruct the Trustee to do so) any notices and communications is then occurring with respect to this Agreement (including with respect to a Default or Event of Default or any other breach of the Indenture or this AgreementQLICI, and any reservation of rights or similar matters) that do not accelerate the maturity of the Notes, declare amounts under the Notes and Indenture immediately due and payable or exercise any other rights and remedies available under the Indenture arising from the Specified Events of Default; (ii) structure, negotiate, document and/or enter into any arrangements the Sub-CDE actually received the current full and complete periodic loan payment from the Project Borrower with respect to the Notes in connection with QLICI and made the restructuring thereof; corresponding payment of due and payable federal and state income tax and (iii) enforce the terms of Investor has refused to make the Indenture or this Agreement other than with respect matching Tax Reimbursement Contribution to Borrower as and when due. To the Specified Events of Default, including exercising any rights and remedies for specific performance or equitable relief to compel the Company and each of the Guarantors to comply with any obligations under the Indenture or this Agreement extent items (including any action to enjoin or otherwise restrain any sale or other disposition of its property and assets not permitted by the Indenture or hereunderi), or take (ii) and (iii) have actually occurred, Lender may compel Borrower and the Investor to provide within fifteen (15) Business Days an amount equal to any other action that does not constitute an exercise of creditor rights and remedies; (iv) accelerate the maturity of the Notes, declare amounts under the Notes and Indenture immediately then due and payable or exercise owing Tax Reimbursement Contribution. Notwithstanding the foregoing, in no event shall Lender have any other rights and remedies available under the Indenture arising from any Event of Default other than the Specified Events of Default; and (v) take any action right to the extent necessary to preserve rights, prevent the running of any applicable statute of limitation or similar restriction on claims, or to assert a compulsory cross-claim or counterclaimExcess Tax Reimbursement Contribution Proceeds.

Forbearance Agreement. Subject to Section 2 hereofthe terms and conditions set forth herein, each of the Consenting Holders hereby agree Administrative Agent and the Lenders agrees to forbear, during the Forbearance Period, forbear from (a) exercising their rights and remedies under the Credit Agreement and the other Loan Documents to accelerate collect the maturity indebtedness of the Notes, declare all amounts Borrowers to the Administrative Agent and the Lenders under the Notes Credit Agreement and Indenture immediately due the other Loan Documents and payable (b) ceasing to make Revolving Credit Loans or International Facility Loans or to issue, extend or renew Letters of Credit until that date (the "Forbearance Termination Date") which is the earliest to occur of (i) the failure after the date hereof of the Borrowers and exercise their Subsidiaries to comply with any of the terms or conditions set forth in the Credit Agreement and/or the other rights Loan Documents (as modified by this Amendment), other than the failure to comply with the provisions of Sections 11.1 - 11.4 of the Credit Agreement for the period commencing on January 1, 2001 and remedies available under ending on March 29, 2001 (the Indenture "Specified Defaults"), (and from directing ii) the Trustee to exercise such rights and remedies) arising from occurrence after the Specified Events date hereof of any Default or Event of Default, subject other than a Specified Default, (iii) the failure of the Borrowers or their Subsidiaries to the terms, limitations, conditions, representations, warranties, amendments and modifications comply with any term set forth in this Agreement; providedAmendment, that(iv) the date on which the Administrative Agent determines that a material adverse change in the business, notwithstanding anything contained herein assets, financial condition or prospects of the Borrowers and their Subsidiaries, taken as a whole, has occurred, (v) the date that the Borrowers, any of their Subsidiaries or any Affiliate of the Borrowers shall commence any litigation proceeding against the Administrative Agent or any Lender or any Affiliate of the Administrative Agent or any Lender in connection with or related to the contrary, nothing herein shall limit, restrict, impair or otherwise modify the Consenting Holders’ or the Trustee’s right or ability to take any of the following actions at transactions contemplated by the Credit Agreement, the other Loan Documents, this Amendment or any time documents, agreements or instruments executed in connection with any of the foregoing, (including during vi) the date that any holder of Subordinated Debt takes any action in enforcement of its rights under such Subordinated Debt, or any "Event of Default" under and as defined in any instrument evidencing any such Subordinated Debt shall have occurred, the effect of which would be to permit the holder of such Subordinated Debt to accelerate such Indebtedness, or (vii) March 29, 2001. On and after the Forbearance Period): (i) declare and/or send (or instruct the Trustee to do so) any notices and communications with respect to this Agreement (including with respect to a Default or Event of Default or any other breach Termination Date, each of the Indenture Administrative Agent and the Lenders shall be free in its sole and absolute discretion to proceed to enforce any or this all of its rights under or in respect of the Credit Agreement, the other Loan Documents and applicable law, including, without limitation, (x) the right to require the immediate repayment of the Loans and the other Obligations in full, (y) the right to require deposit of cash collateral or the delivery of a letter of credit reasonably satisfactory to the Administrative Agent in an amount equal to the then Maximum Drawing Amount of all Letters of Credit in accordance with Section 5.2(c) of the Credit Agreement, and any reservation of rights (z) the right to cease making Revolving Credit Loans or similar matters) that do not accelerate the maturity of the Notes, declare amounts under the Notes and Indenture immediately due and payable or exercise any other rights and remedies available under the Indenture arising from the Specified Events of Default; (ii) structure, negotiate, document and/or enter into any arrangements with respect to the Notes in connection with the restructuring thereof; (iii) enforce the terms of the Indenture or this Agreement other than with respect to the Specified Events of Default, including exercising any rights and remedies for specific performance or equitable relief to compel the Company and each of the Guarantors to comply with any obligations under the Indenture or this Agreement (including any action to enjoin or otherwise restrain any sale or other disposition of its property and assets not permitted by the Indenture or hereunder)International Facility Loans, or take any other action that does not constitute an exercise issuing, extending or renewing Letters of creditor rights and remedies; (iv) accelerate the maturity of the Notes, declare amounts under the Notes and Indenture immediately due and payable or exercise any other rights and remedies available under the Indenture arising from any Event of Default other than the Specified Events of Default; and (v) take any action to the extent necessary to preserve rights, prevent the running of any applicable statute of limitation or similar restriction on claims, or to assert a compulsory cross-claim or counterclaimCredit.

Forbearance Agreement. Subject The Borrower agrees and acknowledges that execution of the Memoranda of Understanding by the Borrower and United Western Bank results in the occurrence of certain Events of Default under the terms and conditions of the Credit Agreement and has requested that Bank forbear from exercising its remedies under the Credit Agreement resulting from the execution of the Memoranda of Understanding and the agreements made in such Memoranda until the stated maturity date of the LOC Note (as hereinafter defined) which is December 31, 2009, at which time the entire principal amount outstanding under the LOC Note and accrued interest is finally due and payable. The Bank agrees that during the period commencing on November 30, 3009 until December 31, 2009 (the "Forbearance Period"), it will forbear from declaring the LOC Note to Section 2 hereofbe immediately due and payable as a result of the execution of the Memoranda of Understanding and the Events of Default resulting from the execution of the Memoranda of Understanding. Furthermore, the Consenting Holders hereby agree Bank agrees that interest on the LOC Note shall continue to forbearaccrue thereon at the contract rate specified therein without imposition of the additional 3%, during permitted to be imposed under the LOC Note for the occurrence of a default and the LOC Note continues to be due and payable on the dates specified therein. The Bank reserves its right at any time after the expiration or earlier termination of the Forbearance Period, from exercising their rights or at any time during the Forbearance Period upon Borrower’s failure to accelerate comply with this agreement or the maturity occurrence of the Notes, declare all amounts under the Notes and Indenture immediately due and payable and exercise any other rights and remedies available under the Indenture (and from directing the Trustee to exercise such rights and remedies) arising from the Specified additional Events of Default, subject to the terms, limitations, conditions, representations, warranties, amendments and modifications set forth in this Agreement; provided, that, notwithstanding anything contained herein to the contrary, nothing herein shall limit, restrict, impair Default or otherwise modify the Consenting Holders’ or the Trustee’s right or ability to take default under any of the following actions at any time (including during the Forbearance Period): (i) declare and/or send (or instruct the Trustee to do so) any notices terms and communications with respect to this Agreement (including with respect to a Default or Event of Default or any other breach conditions of the Indenture Credit Agreement or this Agreementother Related Documents, to demand payment of the LOC Note, and any reservation of rights or similar matters) that do not accelerate the maturity of the Notes, declare amounts to pursue legal action against Borrower and exercise its remedies under the Notes Related Documents. The Borrower acknowledges that the LOC Note matures on December 31, 2009, and Indenture immediately due represents and payable or exercise any other rights warrants that Borrower is actively and remedies available under the Indenture arising from the Specified Events of Default; (ii) structure, negotiate, document and/or enter into any arrangements diligently working on a repayment plan and proposal with respect to the Notes in connection with the restructuring thereof; (iii) enforce the terms of the Indenture or this Agreement other than with respect to the Specified Events of Default, including exercising any rights and remedies for specific performance or equitable relief to compel the Company and each of the Guarantors to comply with any obligations under the Indenture or this Agreement (including any action to enjoin or otherwise restrain any sale or other disposition of its property and assets not permitted Liabilities evidenced by the Indenture or hereunder), or take any LOC Note and will keep the Bank informed on its progress regarding refinancing the Liabilities with other action that does not constitute an exercise of creditor rights and remedies; (iv) accelerate the maturity of the Notes, declare amounts under the Notes and Indenture immediately due and payable or exercise any other rights and remedies available under the Indenture arising from any Event of Default other than the Specified Events of Default; and (v) take any action to the extent necessary to preserve rights, prevent the running of any applicable statute of limitation or similar restriction on claims, or to assert a compulsory cross-claim or counterclaimlenders.

Forbearance Agreement. Subject to Section 2 hereof, the Consenting Holders hereby agree to forbear, during the Forbearance Period, from exercising their rights to accelerate the maturity of the Notes, declare all amounts under the Notes and Indenture immediately due and payable and exercise any other rights and remedies available under the Indenture (and from directing the Trustee to exercise such rights and remedies) arising from the Specified Events Event of Default, subject to the terms, limitations, conditions, representations, warranties, amendments and modifications set forth in this Agreement; provided, that, notwithstanding anything contained herein to the contrary, nothing herein shall limit, restrict, impair or otherwise modify the Consenting Holders’ or the Trustee’s right or ability to take any of the following actions at any time (including during the Forbearance Period): (i) declare and/or send (or instruct the Trustee to do so) any notices and communications with respect to this Agreement (including with respect to a Default or Event of Default or any other breach of the Indenture or this Agreement, and any reservation of rights or similar matters) that do not accelerate the maturity of the Notes, declare amounts under the Notes and Indenture immediately due and payable or exercise any other rights and remedies available under the Indenture arising from the Specified Events Event of Default; (ii) structure, negotiate, document and/or enter into any arrangements with respect to the Notes in connection with the restructuring thereof; (iii) enforce the terms of the Indenture or this Agreement other than with respect to the Specified Events Event of Default, including exercising any rights and remedies for specific performance or equitable relief to compel the Company and each of the Guarantors to comply with any obligations under the Indenture or this Agreement (including any action to enjoin or otherwise restrain any sale or other disposition of its property and assets not permitted by the Indenture or hereunder), or take any other action that does not constitute an exercise of creditor rights and remedies; (iv) accelerate the maturity of the Notes, declare amounts under the Notes and Indenture immediately due and payable or exercise any other rights and remedies available under the Indenture arising from any Event of Default other than the Specified Events Event of Default; and (v) take any action to the extent necessary to preserve rights, prevent the running of any applicable statute of limitation or similar restriction on claims, or to assert a compulsory cross-claim or counterclaim.

Forbearance Agreement. Subject to Section 2 hereof, the Consenting Forbearing Holders hereby agree to forbear, during the Forbearance Period, from (X) exercising their rights to accelerate the maturity of the Notes, declare all amounts under the Notes and Indenture immediately due and payable and exercise any other enforcement rights and remedies available under the Indenture Indenture, including acceleration thereunder (“Remedial Action”), and from (Y) directing the Trustee to exercise such rights and remedies) take any Remedial Action, in each case, arising solely from the Specified Events of Default, subject to the terms, limitations, conditions, representations, warranties, amendments and modifications set forth in this Forbearance Agreement; provided, that, notwithstanding anything contained herein to the contrary, nothing herein shall limit, restrict, impair or otherwise modify the Consenting Forbearing Holders’ or the Trustee’s right or ability to take any of the following actions at any time (including during the Forbearance Period): (i) declare and/or send (or instruct the Trustee to do so) any notices and communications with respect to this Forbearance Agreement (including with respect to a Default or Event of Default or any other breach thereof of the Indenture or this Forbearance Agreement, and any reservation of rights or similar matters) that do not accelerate the maturity of the Notes, declare amounts under the Notes and Indenture immediately due and payable or exercise any other rights and remedies available under the Indenture arising from the Specified Events of Default); (ii) impose or charge interest on the outstanding Obligations (which, for the avoidance of doubt, shall accrue at the default interest rate pursuant to Section 2.12 of the Indenture from and after the date hereof); (iii) structure, negotiate, document and/or enter into any arrangements with respect to the Notes Obligations in connection with the restructuring thereof; (iiiiv) enforce the terms of the Indenture or this Agreement other than with respect to the Specified Events of DefaultForbearance Agreement, including exercising any rights and remedies for specific performance or equitable relief to compel the Company and each of the Guarantors to comply with any obligations under the Indenture or this Forbearance Agreement (including any action to enjoin or otherwise restrain any sale or other disposition of its property and assets not permitted by the Indenture or hereunder), ) or take any other action that does not constitute an exercise of creditor enforcement rights and remedies; (ivv) accelerate the maturity of the Notes, declare amounts under the Notes and Indenture immediately due and payable or exercise any other rights and remedies available under the Indenture arising from any Event of Default other than the Specified Events Event of Default; and (vvi) take any action to the extent necessary to preserve rights, prevent the running of any applicable statute of limitation or similar restriction on claims, or to assert a compulsory cross-claim or counterclaim.