Common use of Forbearance Fee Clause in Contracts

Forbearance Fee. (i) Borrowers shall pay to the Agent, for the benefit of the Revolving Loan Lenders, the Forbearance Extension Fee (Revolving Lenders) on the earlier to occur of (A) the Termination Date and (B) the occurrence of a Termination Event. (ii) Borrowers shall pay to the Agent, for the benefit of the Term Loan Lenders, the Forbearance Extension Fee (Term Lenders) in one installment, payable on the Maturity Date; provided that (A) subject to clause (B), the full amount of the Forbearance Extension Fee (Term Lenders) shall be added to the aggregate principal amount of the Term Loan outstanding on the Forbearance Extension Effective Date, (B) until December 31, 2008, interest on the Forbearance Extension Fee (Term Lenders) shall be paid-in-kind by being added to the then unpaid principal amount of the Term Loan (and not paid-in-cash on a current basis), and (C) (x) one-half of the Forbearance Extension Fee (Term Lenders) and (y) one-half of the interest accrued on the Forbearance Extension Fee (Term Lenders) shall be deemed forgiven and cancelled if Borrowers comply with Section 5(b) above. (iii) It is understood and agreed that (A) the Forbearance Fee has been bargained for by the Lenders in exchange for the agreement to forbear set forth in Section 2, (B) the Borrowers have knowingly, voluntarily and intelligently, with the advice of counsel, irrevocably and unconditionally agreed to pay the Forbearance Fee, (C) the Forbearance Fee has been fully earned as of the date of this Agreement, notwithstanding any failure by any Borrower to comply with any other term or condition of this Agreement, (D) the Forbearance Fee is in addition to all other fees, interest, costs and expenses payable in connection with the Credit Agreement and the other Loan Documents, and (E) the Forbearance Fee will be payable in any and all circumstances, including, without limitation, (I) acceleration of the Obligations as a result of the occurrence of an Event of Default, (II) foreclosure and sale of, or collection of, the Collateral, (III) sale of the Collateral in any Insolvency Proceeding, or (IV) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding. All references in this paragraph to “Forbearance Fee” mean the Forbearance Fee other than the Initial Forbearance Fee. (iv) The Agent and the Lenders confirm that the Borrowers complied with Sections 4(b), (c) and (d) of the Existing Forbearance Agreement.

Forbearance Fee. (i) Borrowers The Borrower shall pay have paid to the First Lien Administrative Agent, for the benefit account of each Consenting First Lien Credit Agreement Lender who executes and delivers a counterpart to this Agreement to counsel to the Revolving Loan LendersCompany Parties, the Forbearance Extension Fee, of which (i) 2.00% shall be paid in cash on or prior to the Open Market Buy-Back Date; provided, that any forbearance fee paid by the Company Parties in cash in connection with the Forbearance Agreements (the “Previously Paid Forbearance Fee”) shall be credited against such cash portion of the Forbearance Fee owed to any Consenting First Lien Credit Agreement Lender that received such Previously Paid Forbearance Fee and (ii) the remaining 2.00% of the Forbearance Fee (Revolving Lendersthe “Forbearance Fee Deferred Portion”) shall be fully earned as of the Open Market Buy-Back Date and shall be due and payable on the earlier to occur of (A) the Termination Date and (B) the occurrence of a Termination Event. Plan Effective Date; provided, however, that while the Forbearance Fee Deferred Portion remains unpaid it will accrue interest (iicompounded quarterly as provided in the following sentence) Borrowers shall pay at the interest rate applicable pursuant to the Agentterms of the First Lien Credit Agreement to the First Lien Credit Agreement Loans held by the Consenting First Lien Credit Agreement Lenders that are entitled to receive the Forbearance Fee; provided, further, that if the Forbearance Fee Deferred Portion is paid on the Plan Effective Date then such fee shall be paid as a portion of the recovery under the Plan to the respective First Lien Credit Agreement Claims and for the benefit avoidance of doubt, shall not be paid in cash. On each Interest Payment Date (as defined in the Term Loan Lenders, First Lien Credit Agreement) applicable to such First Lien Credit Agreement Loans the Forbearance Extension Fee (Term Lenders) in one installment, payable on the Maturity Date; provided that (A) subject to clause (B), the full amount of the Forbearance Extension Fee (Term Lenders) Deferred Portion outstanding on such date shall be added to increased by the aggregate principal amount of the Term Loan outstanding on the Forbearance Extension Effective Date, (B) until December 31, 2008, accrued but unpaid interest on the Forbearance Extension Fee Deferred Portion (Term Lendersas such deferred portion shall have been increased on any prior Interest Payment Date). The Forbearance Fee Deferred Portion (as increased pursuant to this Section 6.04) shall be paid-in-kind by being added to the then unpaid principal amount of the Term Loan (and not paid-in-cash on constitute a current basis), and (C) (x) one-half of the Forbearance Extension Fee (Term Lenders) and (y) one-half of the interest accrued on the Forbearance Extension Fee (Term Lenders) shall be deemed forgiven and cancelled if Borrowers comply with Section 5(b) above. (iii) It is understood and agreed that (A) the Forbearance Fee has been bargained for by the Lenders in exchange for the agreement to forbear set forth in Section 2, (B) the Borrowers have knowingly, voluntarily and intelligently, with the advice of counsel, irrevocably and unconditionally agreed to pay the Forbearance Fee, (C) the Forbearance Fee has been fully earned as of the date of this Agreement, notwithstanding any failure by any Borrower to comply with any other term or condition of this Agreement, (D) the Forbearance Fee is in addition to all other fees, interest, costs and expenses payable in connection with the First Lien Credit Agreement Claim and a First Lien Secured Obligation (as defined in the other Loan Documents, and (E) the Forbearance Fee will be payable in any and all circumstances, including, without limitation, (I) acceleration of the Obligations as a result of the occurrence of an Event of Default, (II) foreclosure and sale of, or collection of, the Collateral, (III) sale of the Collateral in any Insolvency Proceeding, or (IV) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding. All references in this paragraph to “Forbearance Fee” mean the Forbearance Fee other than the Initial Forbearance FeeIntercreditor Agreement). (iv) The Agent and the Lenders confirm that the Borrowers complied with Sections 4(b), (c) and (d) of the Existing Forbearance Agreement.

Forbearance Fee. (i) Upon this forbearance becoming effective, Borrowers shall jointly and severally agree to pay on a pro rata basis to the AgentLenders who consent and deliver their consent to this forbearance letter on or before April 3, 2006 (the "Consenting Lenders"), a fee for agreeing to the benefit Forbearance in an amount equal to one- half of one percent (0.50%) of the Revolving Loan Lenders, Commitments (the "Forbearance Extension Fee (Revolving Lenders) on the earlier to occur of (A) the Termination Date and (B) the occurrence of a Termination Event. (ii) Borrowers shall pay to the Agent, for the benefit of the Term Loan Lenders, the Forbearance Extension Fee (Term Lenders) in one installment, payable on the Maturity Date; provided that (A) subject to clause (BFee"), which Forbearance Fee shall be fully earned by the full amount Consenting Lenders upon execution of this forbearance letter by the Requisite Lenders (the "Execution Date"). Half of the Forbearance Extension Fee (Term Lenders0.25%) shall be added to due and payable upon the aggregate principal amount Execution Date. The remaining 0.25% of the Term Loan outstanding on the Forbearance Extension Effective Date, (B) until December 31, 2008, interest on the Forbearance Extension Fee (Term Lendersthe "Remaining Forbearance Fee") shall be paid-in-kind by being added payable upon the earlier of (a) 30 days after the Execution Date or (b) the date on which all amounts due and payable to the then unpaid principal amount of the Term Loan (and not paid-in-cash on a current basis), and (C) (x) one-half of the Forbearance Extension Fee (Term Lenders) and (y) one-half of the interest accrued on the Forbearance Extension Fee (Term Lenders) shall be deemed forgiven and cancelled if Borrowers comply with Section 5(b) above. (iii) It is understood and agreed that (A) the Forbearance Fee has been bargained for by the Lenders in exchange for the agreement to forbear set forth in Section 2, (B) the Borrowers have knowingly, voluntarily and intelligently, with the advice of counsel, irrevocably and unconditionally agreed to pay the Forbearance Fee, (C) the Forbearance Fee has been fully earned as of the date of this Agreement, notwithstanding any failure by any Borrower to comply with any other term or condition of this Agreement, (D) the Forbearance Fee is in addition to all other fees, interest, costs and expenses payable in connection with under the Credit Agreement and the other Loan Documents, and (E) the Forbearance Fee will be payable Documents have been indefeasibly paid in any and all circumstances, including, without limitation, (I) acceleration of the Obligations as full. Borrowers shall have a result of ten-day grace period after the occurrence of an Event of Default, (IIa) foreclosure and sale of, or collection of, (b) to pay the Collateral, (III) sale Remaining Forbearance Fee. The Administrative Agent shall collect the fee on behalf of the Collateral in any Insolvency Proceeding, or (IV) the restructure, reorganization, or compromise Lenders and shall pay each Consenting Lender its pro rata share of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceedingfee. All references in this paragraph Amounts collected and not distributed to “Forbearance Fee” mean the Consenting Lenders shall be credited to Borrowers' account. The Remaining Forbearance Fee other than shall be waived if an amendment to the Initial Forbearance FeeCredit Agreement is executed. (iv) The Agent and the Lenders confirm that the Borrowers complied with Sections 4(b), (c) and (d) of the Existing Forbearance Agreement.

Forbearance Fee. (i) Borrowers In consideration for, and entry into and performance of, this Forbearance, on or before the Effective Date, the Ditech Parties shall pay to the Agent, Administrative Agent solely for the benefit of the Revolving Loan LendersCS Buyers and CS New York an upfront forbearance fee in an amount equal to $240,000.00 (the “Upfront Forbearance Fee”). In addition, the Forbearance Extension Ditech Parties shall pay to the Administrative Agent solely for the benefit of the CS Buyers and CS New York an additional fee equal to $80,000.00 for each Business Day, if any, on which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have not been paid in full during the period commencing on (and including) February 14, 2019 (the “Additional Fee Start Date”) and ending on (Revolving Lendersbut excluding) on the earlier to occur of (Ax) the Termination Date and (By) the occurrence of a Termination Event. date on which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have been paid in full (ii) Borrowers shall pay such fee, the “Additional Fee”); provided, however, that to the Agent, for extent that the benefit of date on which the Term Loan LendersDitech Parties’ obligations under the DIP Warehouse Facility Agreements have been paid in full occurs prior to the Additional Fee Start Date, the Ditech Parties shall be entitled to a rebate of such Upfront Forbearance Extension Fee (Term Lenders) in one installmentan amount equal to $80,000 for each such Business Day occurring prior to such Additional Fee Start Date and shall be payable to the Guarantor on the first Business Day following the date on which the Ditech Parties’ obligations under the DIP Warehouse Facility Agreements have been paid in full. The Additional Fee, if any, shall be payable on the Maturity Date; provided that (A) subject to clause (B), first Business Day following the full amount of date on which such fee accrues in accordance with the Forbearance Extension Fee (Term Lenders) shall be added to the aggregate principal amount of the Term Loan outstanding on the Forbearance Extension Effective Date, (B) until December 31, 2008, interest on the Forbearance Extension Fee (Term Lenders) shall be paid-in-kind by being added to the then unpaid principal amount of the Term Loan (and not paid-in-cash on a current basis)foregoing, and (C) (x) one-half of the Forbearance Extension Fee (Term Lenders) and (y) one-half of the interest accrued on the Forbearance Extension Fee (Term Lenders) shall be deemed forgiven fully earned and cancelled if Borrowers comply with non-refundable in all respects. For the avoidance of doubt, nothing in this Section 5(b) above. (iii) It is understood 9 shall be construed in any manner whatsoever to extend the terms and agreed that (A) conditions of this Forbearance beyond the Forbearance Fee has been bargained for by the Lenders in exchange for the agreement to forbear Termination Date as set forth in Section 23. Furthermore, (B) for the Borrowers have knowinglyavoidance of doubt, voluntarily and intelligently, with no Additional Fee shall accrue on any Business Day during which the advice of counsel, irrevocably and unconditionally agreed to pay Ditech Parties’ obligations under the Forbearance Fee, (C) the Forbearance Fee has been fully earned as of the date of this Agreement, notwithstanding any failure by any Borrower to comply with any other term or condition of this Agreement, (D) the Forbearance Fee is DIP Warehouse Facility Agreements are paid in addition to all other fees, interest, costs and expenses payable in connection with the Credit Agreement and the other Loan Documents, and (E) the Forbearance Fee will be payable in any and all circumstances, including, without limitation, (I) acceleration of the Obligations as a result of the occurrence of an Event of Default, (II) foreclosure and sale of, or collection of, the Collateral, (III) sale of the Collateral in any Insolvency Proceeding, or (IV) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding. All references in this paragraph to “Forbearance Fee” mean the Forbearance Fee other than the Initial Forbearance Feefull. (iv) The Agent and the Lenders confirm that the Borrowers complied with Sections 4(b), (c) and (d) of the Existing Forbearance Agreement.

Forbearance Fee. (i) Borrowers shall In consideration of this Agreement, the forbearance, and the other agreements set forth herein, Borrower agrees to pay to Lender on the Agent, for the benefit date hereof a forbearance fee in an amount equal to one percent (1.0%) of the Revolving Loan Lenders, the Forbearance Extension Fee (Revolving Lenders) on the earlier to occur of (A) the Termination Date and (B) the occurrence of a Termination Event. (ii) Borrowers shall pay to the Agent, for the benefit sum of the Maximum Revolver Amount plus the current outstanding principal balance of Term Loan Lenders, A (the "Forbearance Extension Fee (Term LendersFee") in one installment, payable on the Maturity Date; provided that (A) subject to clause (B), the full amount of the Forbearance Extension Fee (Term Lenders) which shall be added to the aggregate principal amount of the Term Loan outstanding on the Forbearance Extension Effective Date, (B) until December 31, 2008, interest on the Forbearance Extension Fee (Term Lenders) shall be paid-in-kind by being added to the then unpaid principal amount of the Term Loan (and not paid-in-cash on a current basis), and (C) (x) one-half of the Forbearance Extension Fee (Term Lenders) and (y) one-half of the interest accrued on the Forbearance Extension Fee (Term Lenders) shall be deemed forgiven and cancelled if Borrowers comply with Section 5(b) above. (iii) It is understood and agreed that (A) the Forbearance Fee has been bargained for by the Lenders in exchange for the agreement to forbear set forth in Section 2, (B) the Borrowers have knowingly, voluntarily and intelligently, with the advice of counsel, irrevocably and unconditionally agreed to pay the Forbearance Fee, (C) the Forbearance Fee has been fully earned by Lender as of the date of this Agreement, notwithstanding any failure . Fifty Thousand Dollars ($50,000) of the Forbearance Fee (the "Initial Forbearance Payment") shall be paid by any Borrower to comply with any other term or condition Borrowers upon the execution of this Agreement, (D) . The remaining balance of the Forbearance Fee is in addition (the "Deferred Forbearance Payment") shall be payable to all other fees, interest, costs and expenses payable in connection with Lender on or before the Credit Agreement and the other Loan Documents, and (Eearlier of: i) the Forbearance Fee will be payable in any and all circumstances, including, without limitation, (I) acceleration last day of the Obligations Forbearance Period (whether such Forbearance Period is terminated upon expiration, acceleration, or otherwise); or ii) the date (if any) that the Series A and Series B Notes under the Indenture are restructured, pursuant to a written agreement, as a result of the occurrence of an Event of Default, (II) foreclosure and sale of, or collection ofnegotiations between Continental Global, the Collateralparties to the Global Forbearance Agreement, and the remaining holders of such Series A and Series B Notes under the Indenture, and upon terms acceptable to Lender in its sole and absolute discretion; provided, however, that in the Lender's sole and absolute discretion, Lender may, but shall have no obligation to, agree to hereafter apply the Deferred Forbearance Payment to any future forbearance fee, extension fee, waiver fee, modification or amendment fees (III) sale provided Lender shall have no obligation whatsoever to grant any future forbearance, extension, waiver, modification or amendment, and any such action taken in the Lender's sole discretion shall not cause any diminution of the Collateral in any Insolvency Proceeding, or (IV) the restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding. All references in this paragraph to “Forbearance Fee” mean the Forbearance Fee other than the Initial Forbearance Fee. (iv) The Agent and the Lenders confirm that the Borrowers complied with Sections 4(b), (c) and (d) fully earned as of the Existing Forbearance date hereof) which Lender may otherwise assess or charge to Borrower with regard to the Credit Agreement.

Forbearance Fee. The Loan Parties hereby agree that a forbearance fee in the amount of $52,500 (ithe “Forbearance Fee”) Borrowers shall pay be fully earned on the Forbearance Effective Date (as defined below) and shall be due and payable to the Agent, Administrative Agent (solely for the benefit of the Revolving Loan Lenders, those Lenders that satisfied the Forbearance Extension Fee (Revolving LendersAllocation Requirement, as defined below) on the earlier to occur of (A) date the Termination Date and (B) obligations under the occurrence of a Termination Event. (ii) Borrowers shall pay to the Agent, for the benefit of the Term Loan Lenders, the Forbearance Extension Fee (Term Lenders) Super Priority Credit Agreement have been indefeasibly paid in one installment, payable on the Maturity Datefull in cash; provided that (A) subject to clause (B), without reducing the full total amount of the Forbearance Extension Fee (Term Lenders) shall be added to the aggregate principal amount of the Term Loan outstanding on the Forbearance Extension Effective Date, (B) until December 31, 2008, interest on the Forbearance Extension Fee (Term Lenders) shall be paid-in-kind by being added to the then unpaid principal amount of the Term Loan (and not paid-in-cash on a current basis), and (C) (x) one-half of the Forbearance Extension Fee (Term Lenders) and (y) one-half of the interest accrued on the Forbearance Extension Fee (Term Lenders) shall be deemed forgiven and cancelled if Borrowers comply with Section 5(b) above. (iii) It is understood and agreed that (A) the Forbearance Fee has been bargained for by the Lenders in exchange for the agreement to forbear set forth in Section 2, (B) the Borrowers have knowingly, voluntarily and intelligently, with the advice of counsel, irrevocably and unconditionally agreed to pay the Forbearance Fee, (C) the Forbearance Fee has been fully earned as of the date of this Agreement, notwithstanding any failure by any Borrower to comply with any other term or condition of this Agreement, (D) the Forbearance Fee is in addition to all other fees, interest, costs and expenses payable in connection with the Credit Agreement and the other Loan Documents, and (E) the Forbearance Fee will be payable in any and all circumstances, including, without limitation, (I) acceleration allocated pro rata among the Lenders that have satisfied the Forbearance Fee Allocation Requirement based on the percentage of the Obligations as a result Loans and loans under the Super Priority Credit Agreement held by each such Lender. Any unpaid portion of the occurrence of an Event of Default, (II) foreclosure Forbearance Fee not paid when due shall be added to and sale of, or collection of, the Collateral, (III) sale constitute a part of the Collateral Obligations. The Loan Parties hereby acknowledge and agree that such Forbearance Fee is non-refundable and is in addition to any Insolvency Proceeding, or (IV) the restructure, reorganization, or compromise of the Obligations other fees payable by the confirmation of a plan of reorganization Loan Parties under the Credit Agreement or any other plan of compromiseLoan Document. As used herein, restructure, or arrangement in any Insolvency Proceeding. All references in this paragraph to the “Forbearance FeeFee Allocation Requirement” mean the Forbearance Fee other than the Initial Forbearance Fee. (iv) The Agent and the Lenders confirm means that the Borrowers complied with Sections 4(bapplicable Lender has executed, delivered and released to the Administrative Agent its signature pages to (i) this Fourth Forbearance Agreement, and (ii) the right of first refusal agreement (in form distributed by the Administrative Agent to the Lenders), (c) and (d) of the Existing Forbearance Agreementin each case by no later than August 2, 2019.