Common use of Forbearance Defaults Clause in Contracts

Forbearance Defaults. The occurrence of one or more of the following shall constitute a "Forbearance Default" under this Agreement: (1) Company or the Guarantors shall fail to abide by or observe any term, condition, covenant or other provision contained in this Agreement or any document related to or executed in connection with this Agreement; (2) a default or event of default shall occur under any Debenture Document or the Note or any document related to or executed in connection with this Agreement (other than the Existing Defaults); (3) any Guarantor ceases to exist or attempts to revoke or terminate its liability under its Subsidiary Guarantee, or challenges the validity or enforceability of its Subsidiary Guaranty, or denies any further liability or obligation thereunder; (4) the Company or any Guarantor: (a) becomes insolvent; (b) is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due; (c) (i) commences any case, proceeding or other action under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or (ii) makes a general assignment for the benefit of its creditors; (d) has commenced against it in a court of competent jurisdiction any case, proceeding or other action of a nature referred to in clause (c) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, unstayed or unbonded for 10 days; or (e) ceases to conduct business in the ordinary course; (5) a tax lien, warrant or levy is imposed on the Company or any Collateral; (6) the Company, any Guarantor, or any of their respective creditors commences a case, proceeding or other action against the Holder relating to any of the Obligations, Collateral, Debenture Documents, the Note, this Agreement, or any action or omission by the Holder or its agents in connection with any of the foregoing; (7) any other creditor of Company or any Guarantor obtains a judgment against the Company or any Guarantor in excess of $250,000 seeking to collect any material debt, obligation or liability; (8) any representation or warranty of the Company or any Guarantor made herein shall be false, misleading or incorrect in any material respect when made; and/or (9) the Company or any Guarantor takes an action, or any event or condition occurs or exists, which the Holder reasonably believes in good faith is inconsistent in any material respect with any provision of this Agreement, or impairs, or is likely to impair, the prospect of payment or performance by Company of its obligations under this Agreement or any of the Debenture Documents or the Note.

Forbearance Defaults. The occurrence of one or more of the following events shall constitute a "“Forbearance Default" under this AgreementDefaults”: (1a) Company or the Guarantors any PE Party shall fail to abide by observe or observe perform any term, conditioncovenant, covenant or other provision agreement binding on it contained in this Agreement Agreement, or any other agreement, instrument, or document related to or executed in connection with this Agreement; or (2b) the occurrence of a default or event of default shall occur under any Debenture Document or the Note or any document related to or executed in connection with this Agreement (of the Loan Documents, other than the Existing Anticipated Defaults); (3) any Guarantor ceases to exist or attempts to revoke or terminate its liability under its Subsidiary Guarantee, or challenges the validity or enforceability of its Subsidiary Guaranty, or denies any further liability or obligation thereunder; (4) the Company or any Guarantor: (a) becomes insolvent; (b) is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due; (c) (i) commences any caseinstrument, proceeding or other action under any existing or future law relating to bankruptcydocument, insolvencyreport, reorganizationschedule, or other relief of debtorsagreement, seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or (ii) makes a general assignment for the benefit of its creditors; (d) has commenced against it in a court of competent jurisdiction any case, proceeding or other action of a nature referred to in clause (c) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, unstayed or unbonded for 10 days; or (e) ceases to conduct business in the ordinary course; (5) a tax lien, warrant or levy is imposed on the Company or any Collateral; (6) the Company, any Guarantor, or any of their respective creditors commences a case, proceeding or other action against the Holder relating to any of the Obligations, Collateral, Debenture Documents, the Note, this Agreement, or any action or omission by the Holder or its agents in connection with any of the foregoing; (7) any other creditor of Company or any Guarantor obtains a judgment against the Company or any Guarantor in excess of $250,000 seeking to collect any material debt, obligation or liability; (8) any representation or warranty of the Company warranty, oral or written, made or delivered to Lender by any Guarantor made herein PE Party shall be false, false or misleading or incorrect in any material respect when made; and/or (9) the Company or any Guarantor takes an action, or deemed made, or delivered; or (d) any event or condition occurs or exists, which of default has occurred and is outstanding under the Holder reasonably believes in good faith is inconsistent in any material respect with any provision of this WestLB Forbearance Agreement, or impairsthe Wachovia Forbearance Agreement, or is likely both, or either such forbearance agreement has terminated. Upon the occurrence of any Forbearance Default, Lender may by notice to impairthe PE Parties immediately terminate the Forbearance Period and/or declare all of the obligations under the Loan Documents immediately due and payable; provided, however, that upon the occurrence of any event of default described in sub-paragraph (c) or (d) of Section 4 of the Note, the prospect Forbearance Period shall automatically terminate and all obligations under the Note or under any other Loan Document shall automatically become immediately due and payable, without notice or demand of payment any kind. Upon the termination or performance by Company expiration of the Forbearance Period, if at such time the outstanding amount of the obligations under the Loan Documents have not been paid in full, Lender shall be entitled to exercise all of its rights and remedies under the Note, the Loan Documents and applicable law, including, without limitation, the right to declare all of the obligations thereunder to be immediately due and payable and to enforce its liens on, and security interests in, the property of any PE Party in which Lender has been granted a security interest under this Agreement or any of the Debenture Loan Documents or and enforce the NotePAP Guaranty and the PECA Guaranty. The occurrence of any Forbearance Default shall constitute an additional Event of Default under the Note and the other Loan Documents, and the Note each of the other Loan Documents is hereby deemed amended to incorporate such additional Event of Default. 5 6.

Forbearance Defaults. The occurrence of one or more of the following shall constitute a "Forbearance Default" under this Agreement: (1) Company or the Guarantors Borrowers shall fail to abide by or observe any term, condition, covenant or other provision contained in this Agreement or any document related to or executed in connection with this Agreement; (2) a default or event of default shall occur under any Debenture Note Document or the Senior Secured Note or any document related to or executed in connection with this Agreement (other than the Existing Defaults); (3) any Guarantor ceases to exist or attempts to revoke or terminate its liability under its Subsidiary Guarantee, or challenges the validity or enforceability of its Subsidiary Guaranty, or denies any further liability or obligation thereunder; (4) the Company or any GuarantorBorrower: (a) becomes insolvent; (b) is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due; (c) (i) commences any case, proceeding or other action under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or (ii) makes a general assignment for the benefit of its creditors; (d) has commenced against it in a court of competent jurisdiction any case, proceeding or other action of a nature referred to in clause (c) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, unstayed or unbonded for 10 days; or (e) ceases to conduct business in the ordinary course; (54) a tax lien, warrant or levy is imposed on the Company any Borrower or any Collateral; (65) the Company, any Guarantor, Borrower or any of their respective creditors commences a case, proceeding or other action against the Holder relating to any of the Obligations, Collateral, Debenture Note Documents, the Senior Secured Note, this Agreement, or any action or omission by the Holder or its agents in connection with any of the foregoing; (76) any other creditor of Company or any Guarantor Borrower obtains a judgment against the Company or any Guarantor Borrower in excess of $250,000 seeking to collect any material debt, obligation or liability; (8) 7) any representation or warranty of the Company or any Guarantor Borrower made herein shall be false, misleading or incorrect in any material respect when made; and/or (9) the Company or 8) any Guarantor Borrower takes an action, or any event or condition occurs or exists, which the Holder reasonably believes in good faith is inconsistent in any material respect with any provision of this Agreement, or impairs, or is likely to impair, the prospect of payment or performance by Company the Borrowers of its obligations under this Agreement or any of the Debenture Note Documents or the Senior Secured Note.

Forbearance Defaults. Upon the occurrence of any Forbearance Default (as defined below), Landlord's obligations under this Agreement shall immediately terminate and be of no further force or effect, and Landlord shall be entitled to pursue any remedy available to it under the Lease, the Guaranty or any other agreement executed in connection therewith or as may be otherwise available at law or in equity, including any such remedy with respect to any damages suffered by Landlord during the Forbearance Period. The occurrence during the Forbearance Period of one or more any of the following events shall constitute a "an immediate " Forbearance Default" under this Agreement: (1) Company without any requirement of notice to Tenant or the Guarantors shall fail right or opportunity of Tenant to abide by cure or observe remedy such Forbearance Default: In any term, condition, covenant or other provision contained in this Agreement Conforming Bankruptcy Proceeding or any document related other bankruptcy proceeding, (i) Guarantor rejects or attempts to reject the Guaranty, or executed assumes or attempts to assume the Guaranty in connection with this Agreement; (2) a default or event of default shall occur under any Debenture Document or the Note or any document related to or executed in connection with this Agreement (form other than the Existing Defaults)form executed by Guarantor as of the Effective Date, (ii) Guarantor files a plan that provides any treatment of the Guaranty other than unimpairment; (3) any Tenant or Guarantor ceases fails to exist or attempts to revoke or terminate its liability pay all pre- and post-petition amounts due under its Subsidiary Guarantee, or challenges the validity or enforceability of its Subsidiary Lease and the Guaranty as and when due under the Lease and Guaranty, or denies otherwise fails to perform any further liability covenant or obligation thereunderagreement therein, except to the extent expressly allowed to contrary under this Agreement during the Forbearance Period; (4) the Company In any Conforming Bankruptcy Proceeding or any other bankruptcy proceeding, a trustee or examiner with expanded powers is appointed for Guarantor: ; In any Conforming Bankruptcy Proceeding or any other bankruptcy proceeding, Guarantor loses the exclusive right to file a plan of reorganization under Section 1121 of Chapter 11 (a" Exclusivity"), or, prior to the expiration of Exclusivity, Guarantor fails to file a Conforming Plan; -2- Without limiting the generality of Section 2(b), an Event of Default with respect to Tenant occurs under Section 12(g) becomes insolventof the Lease; (b) A Conforming Bankruptcy Proceeding is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due; (c) (i) commences any casedismissed, proceeding or other action under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief except upon the motion of debtors, seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assetsGuarantor, or (ii) makes a general assignment for the benefit of its creditors; (d) has commenced against it in a court of competent jurisdiction is converted into any caseproceeding, proceeding voluntary or other action of a nature referred to in clause (c) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissedinvoluntary, undischarged, unstayed or unbonded for 10 daysunder Chapter 7; or (e) ceases to conduct business in the ordinary course; (5) a tax lien, warrant Guarantor files or levy is imposed on the Company or pursues any Collateral; (6) the Company, any Guarantor, or any of their respective creditors commences a case, proceeding or other action against the Holder relating to any of the Obligations, Collateral, Debenture Documents, the Note, this Agreement, or any action or omission by the Holder or its agents in connection with any of the foregoing; (7) any other creditor of Company or any Guarantor obtains a judgment against the Company or any Guarantor in excess of $250,000 seeking to collect any material debt, obligation or liability; (8) any representation or warranty of the Company or any Guarantor made herein shall be false, misleading or incorrect plan in any material respect when made; and/or (9) the Company or any Guarantor takes an action, or any event or condition occurs or exists, which the Holder reasonably believes in good faith is inconsistent in any material respect with any provision of this Agreement, or impairs, or is likely to impair, the prospect of payment or performance by Company of its obligations under this Agreement or any of the Debenture Documents or the Notebankruptcy proceeding other than a Conforming Plan.

Forbearance Defaults. Upon the occurrence of any Forbearance Default (as defined below), Landlord's obligations under this Agreement shall immediately terminate and be of no further force or effect, and Landlord shall be entitled to pursue any remedy available to it under the Lease, the Guaranty or any other agreement executed in connection therewith or as may be otherwise available at law or in equity, including any such remedy with respect to any damages suffered by Landlord during the Forbearance Period. The occurrence during the Forbearance Period of one or more any of the following events shall constitute a "an immediate “Forbearance Default" under this Agreement: (1) Company ” without any requirement of notice to Tenant or the Guarantors shall fail right or opportunity of Tenant to abide by cure or observe any term, condition, covenant or other provision contained in this Agreement or any document related to or executed in connection with this Agreement; (2) a default or event of default shall occur under any Debenture Document or the Note or any document related to or executed in connection with this Agreement (other than the Existing Defaults); (3) any Guarantor ceases to exist or attempts to revoke or terminate its liability under its Subsidiary Guarantee, or challenges the validity or enforceability of its Subsidiary Guaranty, or denies any further liability or obligation thereunder; (4) the Company or any Guarantorremedy such Forbearance Default: (a) becomes insolventIn any Conforming Bankruptcy Proceeding or any other bankruptcy proceeding, (i) Guarantor rejects or attempts to reject the Guaranty, or assumes or attempts to assume the Guaranty in any form other than the form executed by Guarantor as of the Effective Date, (ii) Guarantor files a plan that provides any treatment of the Guaranty other than unimpairment; (b) is generally notTenant or Guarantor fails to pay all pre- and post-petition amounts due under the Lease and the Guaranty as and when due under the Lease and Guaranty, or is unable tootherwise fails to perform any covenant or agreement therein, or admits in writing its inability to, pay its debts as they become dueexcept to the extent expressly allowed to contrary under this Agreement during the Forbearance Period; (c) In any Conforming Bankruptcy Proceeding or any other bankruptcy proceeding, a trustee or examiner with expanded powers is appointed for Guarantor; (d) In any Conforming Bankruptcy Proceeding or any other bankruptcy proceeding, Guarantor loses the exclusive right to file a plan of reorganization under Section 1121 of Chapter 11 (“Exclusivity”), or, prior to the expiration of Exclusivity, Guarantor fails to file a Conforming Plan; -2- (e) Without limiting the generality of Section 2(b), an Event of Default with respect to Tenant occurs under Section 12(g) of the Lease; (f) A Conforming Bankruptcy Proceeding is (i) commences any casedismissed, proceeding or other action under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief except upon the motion of debtors, seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assetsGuarantor, or (ii) makes a general assignment for the benefit of its creditors; (d) has commenced against it in a court of competent jurisdiction is converted into any caseproceeding, proceeding voluntary or other action of a nature referred to in clause (c) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissedinvoluntary, undischarged, unstayed or unbonded for 10 daysunder Chapter 7; or (eg) ceases to conduct business in the ordinary course; (5) a tax lien, warrant Guarantor files or levy is imposed on the Company or pursues any Collateral; (6) the Company, any Guarantor, or any of their respective creditors commences a case, proceeding or other action against the Holder relating to any of the Obligations, Collateral, Debenture Documents, the Note, this Agreement, or any action or omission by the Holder or its agents in connection with any of the foregoing; (7) any other creditor of Company or any Guarantor obtains a judgment against the Company or any Guarantor in excess of $250,000 seeking to collect any material debt, obligation or liability; (8) any representation or warranty of the Company or any Guarantor made herein shall be false, misleading or incorrect plan in any material respect when made; and/or (9) the Company or any Guarantor takes an action, or any event or condition occurs or exists, which the Holder reasonably believes in good faith is inconsistent in any material respect with any provision of this Agreement, or impairs, or is likely to impair, the prospect of payment or performance by Company of its obligations under this Agreement or any of the Debenture Documents or the Notebankruptcy proceeding other than a Conforming Plan. 3.