Common use of Forbearance by Lender Clause in Contracts

Forbearance by Lender. 4.1 Subject to the satisfaction of the terms and conditions set forth herein, and further subject to the provisions of Section 4.2 below or any other limitation set forth in this Agreement, the Lender will not exercise or enforce its rights or remedies against Borrower to which Lender would be entitled under the terms of the Loan Documents by reason of the occurrence of the Designated Defaults; provided, that such forbearance shall not act as a waiver of Lender’s right to enforce any such right or remedy after the Forbearance Termination Date, it being agreed to and understood that on the Forbearance Termination Date, Lender’s agreement to forbear shall automatically and without further action terminate and be of no force and effect, and as a result thereof, Lender shall be permitted to immediately exercise any and all of its rights and remedies it may have as a result of the existence of the Designated Defaults in accordance with the Credit Agreement and other Loan Documents or applicable law. Furthermore, nothing contained herein shall be construed as requiring Lender to extend the Forbearance Termination Date. Lender specifically agrees that, prior to the Forbearance Termination Date (and provided that no Default or Event of Default (other than the Designated Defaults) under the Loan Documents exists and all other conditions to funding are satisfied) Lender shall continue to administer the lines of credit under the Credit Agreement (the “Credit Lines”) and permit advances (up to an aggregate amount not to exceed the lesser of the (i) Availability or (ii) the amount of disbursements set forth in the Cash Flow Forecast) and repayments in the same manner and in accordance with the same terms as governed by the Loan Documents. On the Forbearance Termination Date, all such indebtedness as is then outstanding pursuant to the Credit Lines shall be considered as part of the Obligations and shall thereupon be immediately due and payable in full. It is expressly acknowledged and agreed by the Borrower that Lender’s agreement herein to continue administering the Credit Lines as provided for hereby during the forbearance period shall not in any manner be deemed to prejudice Lender or act as a waiver of its otherwise applicable rights and remedies to collect and enforce the full amount of the Obligations as of the Forbearance Termination Date. The following Events of Default occurring after the date hereof (“Future Permitted Defaults”) will not constitute Events of Termination:

Forbearance by Lender. 4.1 Subject (a) The Borrower acknowledges and agrees that the Identified Events of Default have occurred and are continuing, and further acknowledges and agrees that the Lender has the right to immediately accelerate and commence enforcement of its rights and remedies under the satisfaction Loan Documents and applicable law as a result thereof. In consideration of the Borrower’s performance and strict compliance in accordance with each term and condition of this Agreement (TIME BEING OF THE ESSENCE), as and when due, the Lender shall forbear from enforcing its rights and remedies under the Loan Documents and applicable law as a result of the Identified Events of Default until the earliest of: (i) 4:00 pm (Boston time) on February 28, 2011, (ii) the date of the occurrence of any Default Event or Event of Default (excluding any Identified Events of Default) under the Loan Agreement or any other Loan Document, (iii) the date of the occurrence of any breach by Borrower of any of the terms and conditions set forth herein, and further subject to the provisions of Section 4.2 below or any other limitation set forth in this Agreement, including but not limited to the Lender will not exercise obligations set forth in Section 6 hereof or enforce its rights or remedies against Borrower to which Lender would be entitled under the terms obligations set forth in Section 6 of the Loan Documents Eleventh Amendment, as adopted and incorporated by reason reference herein; or (iv) the date on which the Borrower, any Guarantor, or any affiliate of the occurrence Borrower or any Guarantor, or any person or entity claiming by or through either the Borrower or any Guarantor joins in, assists, cooperates or participates as an adverse party or adverse witness in any suit or other proceeding against the Lender, or any of its affiliates, relating to the Obligations or any of the Designated Defaults; providedtransactions contemplated by the Loan Documents, that such forbearance shall not act this Agreement or any other documents, agreements or instruments executed in connection with this Agreement. Each of the events described in the foregoing clauses (i), (ii), (iii) and (iv) are referred to herein as a waiver “Termination Event,” and the date of Lender’s right the earliest to enforce occur of any such right or remedy after Termination Event is referred to herein as the “Forbearance Termination Date, it being agreed to .” The period commencing as of the Forbearance and understood that Twelfth Amendment Agreement Effective Date (as defined below) and ending on the Forbearance Termination Date, Lender’s agreement to forbear shall automatically and without further action terminate and be of no force and effect, and as a result thereof, Lender Date shall be permitted referred to immediately exercise any and all of its rights and remedies it may have as a result of the existence of the Designated Defaults in accordance with the Credit Agreement and other Loan Documents or applicable law. Furthermore, nothing contained herein shall be construed as requiring Lender to extend the Forbearance Termination Date. Lender specifically agrees that, prior to the Forbearance Termination Date (and provided that no Default or Event of Default (other than the Designated Defaults) under the Loan Documents exists and all other conditions to funding are satisfied) Lender shall continue to administer the lines of credit under the Credit Agreement (the “Credit Lines”) and permit advances (up to an aggregate amount not to exceed the lesser of the (i) Availability or (ii) the amount of disbursements set forth in the Cash Flow Forecast) and repayments in the same manner and in accordance with the same terms as governed by the Loan Documents. On the Forbearance Termination Date, all such indebtedness as is then outstanding pursuant to the Credit Lines shall be considered as part of the Obligations and shall thereupon be immediately due and payable in full. It is expressly acknowledged and agreed by the Borrower that Lender’s agreement herein to continue administering the Credit Lines as provided for hereby during the forbearance period shall not in any manner be deemed to prejudice Lender or act as a waiver of its otherwise applicable rights and remedies to collect and enforce the full amount of the Obligations as of the Forbearance Termination Date. The following Events of Default occurring after the date hereof (“Future Permitted Defaults”) will not constitute Events of Termination:

Forbearance by Lender. 4.1 Subject (a) In reliance upon the representations of the Borrower herein and in the Loan Documents and subject to the satisfaction each of the terms and conditions set forth herein, during the Forbearance Period (but only so long as no Termination Event shall occur) the Lenders hereby agree to forbear from exercising the Lender’s rights and further subject remedies with respect to the provisions Existing Defaults. The Borrower hereby acknowledges and agrees that nothing in this Section 4 or elsewhere in this Agreement shall be deemed or otherwise construed as a waiver by Lenders of Section 4.2 below the Existing Defaults, and/or of any of the Lender’s rights, remedies, powers, privileges, and discretions pursuant to the Loan Documents, applicable law, or any other limitation otherwise. Without limiting the generality of the foregoing, the Borrower expressly acknowledges and agrees: (i) that in no event and under no circumstance shall the agreements by the Lenders pursuant to this Agreement be deemed or otherwise construed to modify, amend, limit, or waive the unconditional obligation of the Borrower to pay in full the entire amount of all Obligations, including, without limitation, as set forth in this AgreementSection 3 herein (further including, without limitation, with respect to the Prepayment Fee, the Lender will not exercise or enforce its rights or remedies against Borrower to which Lender would be entitled under Final Payment, the terms non-draw fee set forth in Section 2.4 of the Loan Documents by reason Agreement and the Lenders’ Expenses as set forth in Section 2.4 of the Loan Agreement) and (ii) that from and after the occurrence of the Designated Defaults; provided, that such forbearance Existing Defaults interest shall not act as a waiver of Lender’s right at all times continue to enforce any such right or remedy after the Forbearance Termination Date, it being agreed to and understood that accrue on the Forbearance Termination Date, Lender’s agreement to forbear shall automatically and without further action terminate and be of no force and effect, and as a result thereof, Lender shall be permitted to immediately exercise any and all of its rights and remedies it may have as a result of the existence of the Designated Defaults in accordance with the Credit Agreement and other Loan Documents or applicable law. Furthermore, nothing contained herein shall be construed as requiring Lender to extend the Forbearance Termination Date. Lender specifically agrees that, prior to the Forbearance Termination Date (and provided that no Default or Event of Default (other than the Designated Defaults) under the Loan Documents exists and all other conditions to funding are satisfied) Lender shall continue to administer the lines of credit under the Credit Agreement (the “Credit Lines”) and permit advances (up to an aggregate unpaid principal amount not to exceed the lesser of the (i) Availability or (ii) the amount of disbursements set forth in the Cash Flow Forecast) and repayments in the same manner and in accordance with the same terms as governed by the Loan Documents. On the Forbearance Termination Date, all such indebtedness as is then outstanding pursuant to the Credit Lines shall be considered as part of the Obligations and all interest (accrued and hereafter accruing) shall thereupon be immediately due at the Default Rate, as provided in the Loan Agreement, as and payable in full. It is expressly acknowledged when determined solely and agreed exclusively by the Borrower that Lender’s agreement herein Lenders from time to continue administering the Credit Lines as provided for hereby during the forbearance period shall not in any manner be deemed to prejudice Lender or act as a waiver of its otherwise applicable rights and remedies to collect and enforce the full amount of the Obligations as of the Forbearance Termination Date. The following Events of Default occurring after the date hereof (“Future Permitted Defaults”) will not constitute Events of Termination:time.

Forbearance by Lender. 4.1 Subject (a) The Borrower acknowledges and agrees that the Identified Events of Default have occurred and are continuing, and further acknowledges and agrees that the Lender has the right to immediately accelerate and commence enforcement of its rights and remedies under the satisfaction Loan Documents and applicable law as a result thereof. In consideration of the Borrower’s performance and strict compliance in accordance with each term and condition of this Agreement (TIME BEING OF THE ESSENCE), as and when due, the Lender shall forbear from enforcing its rights and remedies under the Loan Documents and applicable law as a result of the Identified Events of Default until the earliest of: (i) 4:00 pm (Boston time) on Xxxxx 00, 0000, (xx) the date of the occurrence of any Default Event or Event of Default (excluding any Identified Events of Default) under the Loan Agreement or any other Loan Document, (iii) the date of the occurrence of any breach by Borrower of any of the terms and conditions set forth herein, and further subject to the provisions of Section 4.2 below or any other limitation set forth in this Agreement, including but not limited to the Lender will not exercise obligations set forth in Section 6 hereof or enforce its rights or remedies against Borrower to which Lender would be entitled under the terms obligations set forth in Section 6 of the Loan Documents Eleventh Amendment, as adopted and incorporated by reason reference herein; or (iv) the date on which the Borrower, any Guarantor, or any affiliate of the occurrence Borrower or any Guarantor, or any person or entity claiming by or through either the Borrower or any Guarantor joins in, assists, cooperates or participates as an adverse party or adverse witness in any suit or other proceeding against the Lender, or any of its affiliates, relating to the Obligations or any of the Designated Defaults; providedtransactions contemplated by the Loan Documents, that such forbearance shall not act this Agreement or any other documents, agreements or instruments executed in connection with this Agreement. Each of the events described in the foregoing clauses (i), (ii), (iii) and (iv) are referred to herein as a waiver “Termination Event,” and the date of Lender’s right the earliest to enforce occur of any such right or remedy after Termination Event is referred to herein as the “Forbearance Termination Date, it being agreed to .” The period commencing as of the Forbearance and understood that Thirteenth Amendment Agreement Effective Date (as defined below) and ending on the Forbearance Termination Date, Lender’s agreement to forbear shall automatically and without further action terminate and be of no force and effect, and as a result thereof, Lender Date shall be permitted referred to immediately exercise any and all of its rights and remedies it may have as a result of the existence of the Designated Defaults in accordance with the Credit Agreement and other Loan Documents or applicable law. Furthermore, nothing contained herein shall be construed as requiring Lender to extend the Forbearance Termination Date. Lender specifically agrees that, prior to the Forbearance Termination Date (and provided that no Default or Event of Default (other than the Designated Defaults) under the Loan Documents exists and all other conditions to funding are satisfied) Lender shall continue to administer the lines of credit under the Credit Agreement (the “Credit Lines”) and permit advances (up to an aggregate amount not to exceed the lesser of the (i) Availability or (ii) the amount of disbursements set forth in the Cash Flow Forecast) and repayments in the same manner and in accordance with the same terms as governed by the Loan Documents. On the Forbearance Termination Date, all such indebtedness as is then outstanding pursuant to the Credit Lines shall be considered as part of the Obligations and shall thereupon be immediately due and payable in full. It is expressly acknowledged and agreed by the Borrower that Lender’s agreement herein to continue administering the Credit Lines as provided for hereby during the forbearance period shall not in any manner be deemed to prejudice Lender or act as a waiver of its otherwise applicable rights and remedies to collect and enforce the full amount of the Obligations as of the Forbearance Termination Date. The following Events of Default occurring after the date hereof (“Future Permitted Defaults”) will not constitute Events of Termination:

Forbearance by Lender. 4.1 Subject (a) The Borrower acknowledges and agrees that the Identified Events of Default have occurred and are continuing, and further acknowledges and agrees that the Lender has the right to immediately accelerate and commence enforcement of its rights and remedies under the satisfaction Loan Documents and applicable law as a result thereof. In consideration of the Borrower’s performance and strict compliance in accordance with each term and condition of this Agreement (TIME BEING OF THE ESSENCE), as and when due, the Lender shall forbear from enforcing its rights and remedies under the Loan Documents and applicable law as a result of the Identified Events of Default until the earliest of: (i) 4:00 pm (Boston time) on January 2, 2011, (ii) the date of the occurrence of any Default Event or Event of Default (excluding any Identified Events of Default) under the Loan Agreement or any other Loan Document, (iii) the date of the occurrence of any breach by Borrower of any of the terms and conditions set forth herein, and further subject to the provisions of Section 4.2 below or any other limitation set forth in this Agreement, including but not limited to the Lender will not exercise obligations set forth in Section 6 hereof; or enforce its rights (iv) the date on which the Borrower, any Guarantor, or remedies against Borrower to which Lender would be entitled under the terms any affiliate of the Loan Documents Borrower or any Guarantor, or any person or entity claiming by reason or through either the Borrower or any Guarantor joins in, assists, cooperates or participates as an adverse party or adverse witness in any suit or other proceeding against the Lender, or any of its affiliates, relating to the Obligations or any of the occurrence transactions contemplated by the Loan Documents, this Agreement or any other documents, agreements or instruments executed in connection with this Agreement. Each of the Designated Defaults; providedevents described in the foregoing clauses (i), that such forbearance shall not act (ii), (iii) and (iv) are referred to herein as a waiver “Termination Event,” and the date of Lender’s right the earliest to enforce occur of any such right or remedy after Termination Event is referred to herein as the “Forbearance Termination Date, it being agreed to .” The period commencing as of the date of the effectiveness of this Agreement and understood that ending on the Forbearance Termination Date, Lender’s agreement to forbear shall automatically and without further action terminate and be of no force and effect, and as a result thereof, Lender Date shall be permitted referred to immediately exercise any and all of its rights and remedies it may have as a result of the existence of the Designated Defaults in accordance with the Credit Agreement and other Loan Documents or applicable law. Furthermore, nothing contained herein shall be construed as requiring Lender to extend the Forbearance Termination Date. Lender specifically agrees that, prior to the Forbearance Termination Date (and provided that no Default or Event of Default (other than the Designated Defaults) under the Loan Documents exists and all other conditions to funding are satisfied) Lender shall continue to administer the lines of credit under the Credit Agreement (the “Credit Lines”) and permit advances (up to an aggregate amount not to exceed the lesser of the (i) Availability or (ii) the amount of disbursements set forth in the Cash Flow Forecast) and repayments in the same manner and in accordance with the same terms as governed by the Loan Documents. On the Forbearance Termination Date, all such indebtedness as is then outstanding pursuant to the Credit Lines shall be considered as part of the Obligations and shall thereupon be immediately due and payable in full. It is expressly acknowledged and agreed by the Borrower that Lender’s agreement herein to continue administering the Credit Lines as provided for hereby during the forbearance period shall not in any manner be deemed to prejudice Lender or act as a waiver of its otherwise applicable rights and remedies to collect and enforce the full amount of the Obligations as of the Forbearance Termination Date. The following Events of Default occurring after the date hereof (“Future Permitted Defaults”) will not constitute Events of Termination: