Common use of Forbearance and Waiver Clause in Contracts

Forbearance and Waiver. (a) Upon the satisfaction of the conditions precedent set forth in Section 3 hereof, the Managing Agent and the Requisite Lenders, on --------- behalf of all Lenders, hereby agree to forebear and not take any of the following actions as a result of the occurrence and continuance of any of the Specified Defaults for the period beginning on the date this Agreement becomes effective and ending immediately upon the earliest of (i) the occurrence of any Event of Default other than any of the Specified Defaults, (ii) January 31, 2002, and (iii) the Borrower's failure to commence an Approved Exchange Offer on or prior to December 21, 2001, or the subsequent termination or expiration of such Approved Exchange Offer prior to its consummation, or any amendment or modification of such Approved Exchange Offer without the prior written approval of the Requisite Lenders (such period being hereinafter referred to as the "Forbearance Period"): terminate any of the Commitments, commence judicial ------------------ enforcement proceedings against the Borrower or any of the Guarantors with respect to the payment of any Obligations, commence any foreclosure or levy against or seizure of all or any portion of the Collateral (other than pursuant to Section 6.10), or apply the increased rates of interest as described in ------------ Subsection 2.2E of the Credit Agreement to the outstanding principal amount of any Loans and any interest payments thereon not paid when due and any fees and other amounts then due and payable under the Credit Agreement pursuant to Subsection 2.2E thereof. --------------- (b) The Managing Agent and the Requisite Lenders, on behalf of all the Lenders, expressly reserve the right to exercise all remedies under the Loan Documents and applicable law with respect to all now existing and hereafter arising Events of Default immediately upon the expiration of the Forbearance Period, including, without limitation, the rights and remedies identified in clauses (1) through (4) of subsection (a) above, in respect of all Specified ----------- --- Defaults and any other Events of Default then existing. (c) Except for the forbearance to the extent expressly set forth above, the Managing Agent and the Requisite Lenders, on behalf of all the Lenders, reserve each and every right and remedy they may have under the Loan Documents and under applicable law. Nothing in this Agreement shall be deemed to constitute a waiver by the Managing Agent or any Lender of any Event of Default, whether now existing or hereafter arising, or of any right or remedy the Managing Agent and the Lenders may have under any of the Loan Documents or applicable law, except to the extent expressly forborne as set forth above in subsection (a) or waived pursuant to subsection (d) below. In furtherance and not in limitation of the foregoing, the Borrower acknowledges that the Managing Agent shall have the present right to deliver to the holders of the Senior Subordinated Notes a "Payment Notice" pursuant to Section 10.3 of the ------------ Subordinated Note Indenture, and that, following such notice and during the resulting "Payment Blockage Period" as defined therein, no further payments on the Senior Subordinated Notes may be made by the Borrower or accepted by such holders thereunder as provided therein. (d) Notwithstanding the foregoing, if, prior to the expiration of the Forbearance Period, the Borrower consummates an Approved Exchange Offer, then, effective concurrently with such consummation, each of the Specified Defaults shall be hereby waived by the Lenders without the requirement of any further action by any party hereto.

Forbearance and Waiver. (a) Upon Subject to the terms and conditions contained herein, effective as of the date hereof, to the fullest extent permitted by the Series B Certificate of Designations and applicable law, the Holder agrees that until the expiration or termination of the Forbearance Period (as hereinafter defined), it will forbear from taking any action, the right to which arose from or following the occurrence of a Trigger Event, including, without limitation, any exercise of any rights under Section 7(b) of the Series B Certificate of Designations or the Redemption Right. The Holder further agrees that until the expiration or termination of the Forbearance Period the Holder and its affiliates, agents, and representatives shall refrain from asserting any claim, commencing any suit, or alleging a breach of any fiduciary duty arising from, related to, in furtherance of, or in connection with, the occurrence of a Trigger Event. The Holder further acknowledges that upon the satisfaction of the conditions precedent Stockholder Approval as set forth in Section 3 7(b)(i) of the Series B Certificate of Designations, the Holder shall be precluded from exercising the Redemption Right and no Trigger Event shall be deemed to have occurred. (b) As consideration for the agreements of the Company and the Holder set forth in this Agreement, on the date hereof, the Managing Agent Company shall make a payment of $1,000 to the Holder as consideration for entering into this Agreement, and the Requisite Lenders, on --------- behalf of all Lenders, hereby agree to forebear and not take any each of the following actions parties hereby acknowledges the benefits accruing to such party as a result of the occurrence waiver, forbearance, and continuance of any of arrangements contemplated by this Agreement. (c) As used herein, the Specified Defaults for term “Forbearance Period” shall mean the period beginning on the date this Agreement becomes effective hereof and ending immediately upon the earliest of (i) the occurrence of any Event of Default other than any of the Specified Defaultsat 11:59 p.m. New York City time on September 30, (ii) January 31, 2002, and (iii) the Borrower's failure to commence an Approved Exchange Offer on or prior to December 21, 2001, or the subsequent termination or expiration of such Approved Exchange Offer prior to its consummation, or any amendment or modification of such Approved Exchange Offer without the prior written approval of the Requisite Lenders (such period being hereinafter referred to as the "Forbearance Period"): terminate any of the Commitments, commence judicial ------------------ enforcement proceedings against the Borrower or any of the Guarantors with respect to the payment of any Obligations, commence any foreclosure or levy against or seizure of all or any portion of the Collateral (other than pursuant to Section 6.10), or apply the increased rates of interest as described in ------------ Subsection 2.2E of the Credit Agreement to the outstanding principal amount of any Loans and any interest payments thereon not paid when due and any fees and other amounts then due and payable under the Credit Agreement pursuant to Subsection 2.2E thereof. --------------- (b) The Managing Agent and the Requisite Lenders, on behalf of all the Lenders, expressly reserve the right to exercise all remedies under the Loan Documents and applicable law with respect to all now existing and hereafter arising Events of Default immediately upon the expiration of the Forbearance Period, including, without limitation, the rights and remedies identified in clauses (1) through (4) of subsection (a) above, in respect of all Specified ----------- --- Defaults and any other Events of Default then existing2023. (c) Except for the forbearance to the extent expressly set forth above, the Managing Agent and the Requisite Lenders, on behalf of all the Lenders, reserve each and every right and remedy they may have under the Loan Documents and under applicable law. Nothing in this Agreement shall be deemed to constitute a waiver by the Managing Agent or any Lender of any Event of Default, whether now existing or hereafter arising, or of any right or remedy the Managing Agent and the Lenders may have under any of the Loan Documents or applicable law, except to the extent expressly forborne as set forth above in subsection (a) or waived pursuant to subsection (d) below. In furtherance and not in limitation of the foregoing, the Borrower acknowledges that the Managing Agent shall have the present right to deliver to the holders of the Senior Subordinated Notes a "Payment Notice" pursuant to Section 10.3 of the ------------ Subordinated Note Indenture, and that, following such notice and during the resulting "Payment Blockage Period" as defined therein, no further payments on the Senior Subordinated Notes may be made by the Borrower or accepted by such holders thereunder as provided therein. (d) Notwithstanding the foregoing, if, prior to the expiration of the Forbearance Period, the Borrower consummates an Approved Exchange Offer, then, effective concurrently with such consummation, each of the Specified Defaults shall be hereby waived by the Lenders without the requirement of any further action by any party hereto.

Forbearance and Waiver. (a) Upon WPU hereby agrees that the satisfaction Existing Default is hereby automatically waived as of the conditions precedent set forth in Section 3 hereofdate hereof and, provided that no Event of Default (other than the Managing Agent Existing Default, and the Requisite Lendersafter giving effect to this Agreement) occurs, on --------- behalf of all Lenders, hereby agree to forebear and then WPU shall not take any of the following actions as a result of the occurrence and continuance demand repayment of any of amounts due under the Specified Defaults for Notes until the period beginning on the date this Agreement becomes effective Forbearance Termination Date. WPU further agrees to forbear from exercising its rights and ending immediately upon the earliest of (i) the occurrence of remedies with respect to any Event of Default other than any until July 26, 2017. (b) The Company and APG hereby acknowledge and agree that, notwithstanding WPU’s waiver of the Specified Defaults, (ii) January 31, 2002, Existing Default and (iii) the Borrower's failure its agreement to commence an Approved Exchange Offer on or prior to December 21, 2001, or the subsequent termination or expiration of such Approved Exchange Offer prior to forbear from exercising its consummation, or any amendment or modification of such Approved Exchange Offer without the prior written approval of the Requisite Lenders (such period being hereinafter referred to as the "Forbearance Period"): terminate any of the Commitments, commence judicial ------------------ enforcement proceedings against the Borrower or any of the Guarantors rights and remedies with respect to the Existing Default, WPU shall have no obligation to make further Advances under the Financing Agreement or the Loan Agreement without its consent. Further, except as contemplated in Section 5(a) hereof, WPU’s agreements hereunder relate only to the Existing Default, and shall not be deemed to constitute a waiver of, or agreement to forbear from exercising its rights and remedies with respect to, any other obligations of the Company or of APG set forth in the Loan Documents, whether now existing or hereafter arising. (c) Notwithstanding anything set forth in the Notes or this Agreement, WPU may, at its sole option, elect in writing to accept payment of any Obligations, commence any foreclosure or levy against or seizure of all or any portion of the Collateral amounts due under the Notes in shares (other than pursuant to Section 6.10“Shares”) of common stock (“Common Stock”) of APG. APG shall issue any such Shares on or before the third Trading Day after receipt of such election (any such date of receipt, an “Election Date”). Any such Shares shall be, or apply when issued, duly authorized, validly issued, fully paid and non-assessable, and shall be valued solely for such purpose at the increased rates of interest as described in ------------ Subsection 2.2E average of the Credit Agreement to the outstanding principal amount of any Loans and any interest payments thereon not paid when due and any fees and other amounts then due and payable under the Credit Agreement pursuant to Subsection 2.2E thereof. --------------- (b) The Managing Agent and the Requisite Lenders, on behalf of all the Lenders, expressly reserve the right to exercise all remedies under the Loan Documents and applicable law with respect to all now existing and hereafter arising Events of Default immediately upon the expiration of the Forbearance Period, including, without limitation, the rights and remedies identified in clauses (1) through (4) of subsection (a) above, in respect of all Specified ----------- --- Defaults and any other Events of Default then existing. (c) Except VWAPs for the forbearance to the extent expressly set forth above, the Managing Agent and the Requisite Lenders, on behalf of all the Lenders, reserve each and every right and remedy they may have under the Loan Documents and under applicable law. Nothing in this Agreement shall be deemed to constitute a waiver by the Managing Agent or any Lender of any Event of Default, whether now existing or hereafter arising, or of any right or remedy the Managing Agent and the Lenders may have under any of the Loan Documents or applicable law, except to the extent expressly forborne as set forth above in subsection (a) or waived pursuant to subsection (d) below. In furtherance and not in limitation of the foregoing, the Borrower acknowledges that the Managing Agent shall have the present right to deliver to the holders of the Senior Subordinated Notes a "Payment Notice" pursuant to Section 10.3 of the ------------ Subordinated Note Indenture, and that, following such notice and during the resulting "Payment Blockage Period" as defined therein, no further payments 20 consecutive Trading Days ending on the Senior Subordinated Notes may be made by the Borrower or accepted by such holders thereunder as provided therein. (d) Notwithstanding the foregoing, if, Trading Day that is immediately prior to the expiration of the Forbearance Period, the Borrower consummates an Approved Exchange Offer, then, effective concurrently with such consummation, each of the Specified Defaults shall be hereby waived by the Lenders without the requirement of any further action by any party hereto.Election Date. For purposes hereof:

Forbearance and Waiver. (a) Upon Subject to the terms and conditions contained herein, effective as of the date hereof, to the fullest extent permitted by the Series B Certificate of Designations and applicable law, the Holder agrees that until the expiration or termination of the Forbearance Period (as hereinafter defined), it will forbear from taking any action, the right to which arose from or following the occurrence of a Trigger Event, including, without limitation, any exercise of any rights under Section 7(b) of the Series B Certificate of Designations or the Redemption Right. The Holder further agrees that until the expiration or termination of the Forbearance Period the Holder and its affiliates, agents, and representatives shall refrain from asserting any claim, commencing any suit, or alleging a breach of any fiduciary duty arising from, related to, in furtherance of, or in connection with, the occurrence of a Trigger Event. The Holder further acknowledges that upon the satisfaction of the conditions precedent Stockholder Approval as set forth in Section 3 7(b)(i) of the Series B Certificate of Designations, the Holder shall be precluded from exercising the Redemption Right and no Trigger Event shall be deemed to have occurred. (b) As consideration for the agreements of the Company and the Holder set forth in this Agreement, on the date hereof, the Managing Agent Company shall make a payment of $1,000 to the Holder as consideration for entering into this Agreement, and the Requisite Lenders, on --------- behalf of all Lenders, hereby agree to forebear and not take any each of the following actions parties hereby acknowledges the benefits accruing to such party as a result of the occurrence waiver, forbearance, and continuance of any of arrangements contemplated by this Agreement. (c) As used herein, the Specified Defaults for term “Forbearance Period” shall mean the period beginning on the date this Agreement becomes effective hereof and ending immediately upon the earliest of (i) the occurrence of any Event of Default other than any of the Specified Defaults, (ii) January at 11:59 p.m. New York City time on December 31, 2002, and (iii) the Borrower's failure to commence an Approved Exchange Offer on or prior to December 21, 2001, or the subsequent termination or expiration of such Approved Exchange Offer prior to its consummation, or any amendment or modification of such Approved Exchange Offer without the prior written approval of the Requisite Lenders (such period being hereinafter referred to as the "Forbearance Period"): terminate any of the Commitments, commence judicial ------------------ enforcement proceedings against the Borrower or any of the Guarantors with respect to the payment of any Obligations, commence any foreclosure or levy against or seizure of all or any portion of the Collateral (other than pursuant to Section 6.10), or apply the increased rates of interest as described in ------------ Subsection 2.2E of the Credit Agreement to the outstanding principal amount of any Loans and any interest payments thereon not paid when due and any fees and other amounts then due and payable under the Credit Agreement pursuant to Subsection 2.2E thereof. --------------- (b) The Managing Agent and the Requisite Lenders, on behalf of all the Lenders, expressly reserve the right to exercise all remedies under the Loan Documents and applicable law with respect to all now existing and hereafter arising Events of Default immediately upon the expiration of the Forbearance Period, including, without limitation, the rights and remedies identified in clauses (1) through (4) of subsection (a) above, in respect of all Specified ----------- --- Defaults and any other Events of Default then existing2023. (c) Except for the forbearance to the extent expressly set forth above, the Managing Agent and the Requisite Lenders, on behalf of all the Lenders, reserve each and every right and remedy they may have under the Loan Documents and under applicable law. Nothing in this Agreement shall be deemed to constitute a waiver by the Managing Agent or any Lender of any Event of Default, whether now existing or hereafter arising, or of any right or remedy the Managing Agent and the Lenders may have under any of the Loan Documents or applicable law, except to the extent expressly forborne as set forth above in subsection (a) or waived pursuant to subsection (d) below. In furtherance and not in limitation of the foregoing, the Borrower acknowledges that the Managing Agent shall have the present right to deliver to the holders of the Senior Subordinated Notes a "Payment Notice" pursuant to Section 10.3 of the ------------ Subordinated Note Indenture, and that, following such notice and during the resulting "Payment Blockage Period" as defined therein, no further payments on the Senior Subordinated Notes may be made by the Borrower or accepted by such holders thereunder as provided therein. (d) Notwithstanding the foregoing, if, prior to the expiration of the Forbearance Period, the Borrower consummates an Approved Exchange Offer, then, effective concurrently with such consummation, each of the Specified Defaults shall be hereby waived by the Lenders without the requirement of any further action by any party hereto.

Forbearance and Waiver. (a) Upon WPU hereby agrees that the satisfaction Existing Default is hereby automatically waived as of the conditions precedent set forth in Section 3 hereofdate hereof and, the Managing Agent and the Requisite Lenders, on --------- behalf of all Lenders, hereby agree to forebear and not take any of the following actions as a result of the occurrence and continuance of any of the Specified Defaults for the period beginning on the date this Agreement becomes effective and ending immediately upon the earliest of (i) the occurrence of any provided that no Event of Default (other than any the Existing Default) occurs, then, other than as contemplated by this Agreement and notwithstanding the terms of the Specified DefaultsNotes, (ii) January 31WPU shall not demand repayment in cash or cash equivalents of any other amounts due under the Notes as of the date hereof, 2002or which may become due under the Notes after the date hereof, until the Forbearance Termination Date, and (iii) the Borrower's failure WPU further agrees to commence an Approved Exchange Offer on or prior to December 21, 2001, or the subsequent termination or expiration of such Approved Exchange Offer prior to forbear from exercising its consummation, or any amendment or modification of such Approved Exchange Offer without the prior written approval of the Requisite Lenders (such period being hereinafter referred to as the "Forbearance Period"): terminate any of the Commitments, commence judicial ------------------ enforcement proceedings against the Borrower or any of the Guarantors rights and remedies with respect to the Existing Default until the Forbearance Termination Date provided that no Event of Default (other than the Existing Default) occurs. (b) The Company and APG hereby acknowledge and agree that, notwithstanding WPU’s waiver of the Existing Default and its agreement to forbear from exercising its rights and remedies with respect to the Existing Default, WPU shall have no obligation to make further Advances under the Financing Agreement or the Loan Agreement without its consent. Further, WPU’s agreements hereunder relate only to the Existing Default, and shall not be deemed to constitute a waiver of, or agreement to forbear from exercising its rights and remedies with respect to, any other obligations of the Company or of APG set forth in the Loan Documents, whether now existing or hereafter arising. (c) Notwithstanding WPU’s agreements in Section 4(a) hereof, WPU may, at its sole option, elect in writing to accept payment of any Obligations, commence any foreclosure or levy against or seizure of all or any portion of the Collateral amounts due under the Notes (other than pursuant calculated without giving effect to Section 6.10)the Existing Default) as of June 30, or apply the increased rates of interest 2016 and as described in ------------ Subsection 2.2E of the Credit Agreement last day of each month thereafter through and including November 30, 2016 (each, such date, a “Payment Date”) in shares of Common Stock. APG shall issue any shares of Common Stock payable to WPU hereunder (the outstanding principal amount “Shares”) on or before the later of any Loans (i) the respective Payment Date or (ii) the third Trading Day after receipt of such election. Any such Shares shall be, when issued, duly authorized, validly issued, fully paid and any interest payments thereon not paid when due non-assessable, and any fees and other amounts then due and payable under shall be valued solely for such purpose at the Credit Agreement pursuant to Subsection 2.2E thereof. --------------- (b) The Managing Agent and the Requisite Lenders, on behalf of all the Lenders, expressly reserve the right to exercise all remedies under the Loan Documents and applicable law with respect to all now existing and hereafter arising Events of Default immediately upon the expiration average of the Forbearance Period, including, without limitation, the rights and remedies identified in clauses (1) through (4) of subsection (a) above, in respect of all Specified ----------- --- Defaults and any other Events of Default then existing. (c) Except VWAPs for the forbearance to the extent expressly set forth above, the Managing Agent and the Requisite Lenders, on behalf of all the Lenders, reserve each and every right and remedy they may have under the Loan Documents and under applicable law. Nothing in this Agreement shall be deemed to constitute a waiver by the Managing Agent or any Lender of any Event of Default, whether now existing or hereafter arising, or of any right or remedy the Managing Agent and the Lenders may have under any of the Loan Documents or applicable law, except to the extent expressly forborne as set forth above in subsection (a) or waived pursuant to subsection (d) below. In furtherance and not in limitation of the foregoing, the Borrower acknowledges that the Managing Agent shall have the present right to deliver to the holders of the Senior Subordinated Notes a "Payment Notice" pursuant to Section 10.3 of the ------------ Subordinated Note Indenture, and that, following such notice and during the resulting "Payment Blockage Period" as defined therein, no further payments 20 consecutive Trading Days ending on the Senior Subordinated Notes may be made by the Borrower or accepted by such holders thereunder as provided therein. (d) Notwithstanding the foregoing, if, Trading Day that is immediately prior to the expiration of the Forbearance Period, the Borrower consummates an Approved Exchange Offer, then, effective concurrently with such consummation, each of the Specified Defaults shall be hereby waived by the Lenders without the requirement of any further action by any party hereto.Payment Date. For purposes hereof:

Forbearance and Waiver. (a) Upon the satisfaction Effective as of the conditions precedent set forth in Section 3 date hereof, Holder agrees that until the Managing Agent and the Requisite Lenders, on --------- behalf of all Lenders, hereby agree to forebear and not take any expiration or termination of the following actions Forbearance Period (as a result of hereinafter defined), it will temporarily forbear from exercising any Default- related rights and remedies against the occurrence and continuance of any of Company, in each case solely with respect to the Specified Defaults; provided, however, that: i. except as otherwise expressly provided herein, the Specified Defaults shall each continue to constitute an actionable Event of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of Company pursuant to the Transaction Documents, including, without limitation, any limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of Company to any direct or indirect owner of an equity interest in Company; and any actions or inactions taken or omitted or otherwise acquiesced to by or on behalf of Company in violation of such provisions, in each case while any Default or Event of Default (including the Specified Defaults) exists, will constitute additional Events of Default under the Transaction Documents, as well as a Forbearance Default (as hereinafter defined) under this Agreement; and ii. default and/or other notices and correspondence to Company may be delivered in accordance with the terms of this Agreement. (b) As used herein, the term “Forbearance Period” shall mean the period beginning on the date this Agreement becomes effective hereof and ending immediately upon on the earliest of to occur of: (i) the date on which Holder delivers to the Company a written notice terminating the Forbearance Period, which notice may be delivered at any time upon or after the occurrence of any Forbearance Default (as hereinafter defined), (ii) the date the Company repudiates or asserts any defense to any Obligation or other liability under or in respect of this Agreement or the Transaction Documents or applicable law, or makes or pursues any claim or cause of action against Holder, and (iii) May 7, 2022; (the occurrence of any of the foregoing clauses (i), (ii) and (iii), a “Termination Event”). As used herein, the term “Forbearance Default” shall mean the occurrence of any Default or Event of Default other than the Specified Defaults or the failure of Company to timely comply with any material term, condition, or covenant set forth in this Agreement. Provided however, that failure to keep the Company's registration statements on Form S-1 (File Numbers 333-252454 and 333-255948) effective or failure to register for resale all of the Specified Defaults, (ii) January 31, 2002, and (iii) the Borrower's failure to commence an Approved Exchange Offer on Conversion Shares shall not be considered a Default or prior to December 21, 2001, or the subsequent termination or expiration of such Approved Exchange Offer prior to its consummation, or any amendment or modification of such Approved Exchange Offer without the prior written approval of the Requisite Lenders (such period being hereinafter referred to as the "Forbearance Period"): terminate any of the Commitments, commence judicial ------------------ enforcement proceedings against the Borrower or any of the Guarantors with respect to the payment of any Obligations, commence any foreclosure or levy against or seizure of all or any portion of the Collateral (other than pursuant to Section 6.10), or apply the increased rates of interest as described in ------------ Subsection 2.2E of the Credit Agreement to the outstanding principal amount of any Loans and any interest payments thereon not paid when due and any fees and other amounts then due and payable under the Credit Agreement pursuant to Subsection 2.2E thereof. --------------- (b) The Managing Agent and the Requisite Lenders, on behalf of all the Lenders, expressly reserve the right to exercise all remedies under the Loan Documents and applicable law with respect to all now existing and hereafter arising Events Event of Default immediately upon the expiration of during the Forbearance Period, including, without limitation, the rights and remedies identified in clauses . Any Forbearance Default will not be effective until five (15) through (4) Business Days after receipt by Company of subsection (a) above, in respect written notice from Holder of all Specified ----------- --- Defaults and any other Events such Forbearance Default. Any effective Forbearance Default shall constitute an immediate Event of Default then existing. (c) Except for the forbearance to the extent expressly set forth above, the Managing Agent and the Requisite Lenders, on behalf of all the Lenders, reserve each and every right and remedy they may have under the Loan Documents and under applicable law. Nothing in this Agreement shall be deemed to constitute a waiver by the Managing Agent or any Lender of any Event of Default, whether now existing or hereafter arising, or of any right or remedy the Managing Agent and the Lenders may have under any of the Loan Documents or applicable law, except to the extent expressly forborne as set forth above in subsection (a) or waived pursuant to subsection (d) below. In furtherance and not in limitation of the foregoing, the Borrower acknowledges that the Managing Agent shall have the present right to deliver to the holders of the Senior Subordinated Notes a "Payment Notice" pursuant to Section 10.3 of the ------------ Subordinated Note Indenture, and that, following such notice and during the resulting "Payment Blockage Period" as defined therein, no further payments on the Senior Subordinated Notes may be made by the Borrower or accepted by such holders thereunder as provided thereinTransaction Documents. (d) Notwithstanding the foregoing, if, prior to the expiration of the Forbearance Period, the Borrower consummates an Approved Exchange Offer, then, effective concurrently with such consummation, each of the Specified Defaults shall be hereby waived by the Lenders without the requirement of any further action by any party hereto.