Forbearance and Related Provisions. From the Forbearance Effective Date (as defined below) until the Forbearance Termination Date (as defined below, such period, the “Forbearance Period”), the Collateral Agent and the Consenting Holders hereby agree to forbear from taking any Enforcement Action (as defined below) as a result of the occurrence and/or continuation of any Specified EoDs. “Enforcement Actions” shall mean all rights and remedies of the Holders and the Collateral Agent as creditors against the Company, its affiliates and any other guarantors under the Notes Documents or Security Documents, including, without limitation, any (1) commencement of judicial enforcement proceedings, (2) commencement of any foreclosure, enforcement or levy against or seizure or transfer of all or any portion of the Collateral, (3) declaration that any portion of the unpaid principal amount of outstanding Notes (or any accrued interest thereon) or any other amount payable under the Notes Documents is immediately due and payable and/or (4) all other rights and remedies available to them at law or in equity. “Forbearance Termination Date” means the earliest of, (i) the occurrence of a filing of a chapter 7 bankruptcy proceeding, assignment for the benefit of creditors, receivership, or other insolvency proceedings with respect to the Company or any of its subsidiaries, (ii) the occurrence of any Default or Event of Default other than the Specified EoDs, and (iii) the Scheduled Forbearance Termination Date (as defined below) at 11:59 p.m. New York City time. “The “Scheduled Forbearance Termination Date” shall mean December 16, 2024. Except as otherwise provided in this Section 2, the parties hereto agree that the forbearance set forth in this Section 2 shall not be deemed to (i) constitute a waiver of any Default or Event of Default or any other breach of the Notes Documents, whether now existing or hereafter arising, (ii) constitute a waiver of any right or remedy of any of the Collateral Agent or the Holders (all such rights and remedies being expressly reserved) or (iii) establish a custom or course of dealing or conduct between the Collateral Agent and the Holders, on the one hand, and the Company on the other hand. Notwithstanding anything herein to the contrary, the Holders’ rights under the warrants to purchase capital stock of the Company shall be fully preserved (subject to Section 6(a) of the Purchase Agreements).
Forbearance and Related Provisions. (a) Subject to the terms and conditions herein set forth (including satisfaction of the conditions precedent contained in Section 4 hereof and the terms set forth in Sections 1(b) through 1(e) below) and in reliance upon the representations, warranties, agreements, covenants and acknowledgments of Principal Borrower herein contained, Agent and Lenders agree that, during the period (the “Forbearance Period”) commencing on the First Amendment Effective Date (as defined below) and ending on the Forbearance Termination Date, Agent and Lenders shall forbear from exercising their respective rights and remedies under the Financing Agreement, the other Transaction Documents and applicable law due to the existence of the Designated Events of Default. For purposes of this Amendment, “Forbearance Termination Date” shall mean the earlier to occur of (i) 12:00 p.m. (Chicago time) on the date that is the one year anniversary of the First Amendment Effective Date and (ii) the date on which the forbearance effectuated hereby ceases due to the occurrence of any of the events described in Section 1(d) hereof.
Forbearance and Related Provisions
