Common use of Forbearance; Forbearance Period Clause in Contracts

Forbearance; Forbearance Period. (a) In reliance upon the representations, warranties and covenants of the Loan Parties contained in this Agreement, and solely upon the terms and subject solely to the conditions of this Agreement, each of the Forbearing Lenders (1) hereby agrees that, during the Forbearance Period (as defined below), such Lender shall not, and shall not request or direct the Administrative Agent to, solely in respect of the Designated Defaults (but not with respect to any other Defaults or Events of Default) (i) accelerate all of the Loans and the Obligations related thereto or (ii) exercise any other rights or remedies available to the Administrative Agent or the Forbearing Lenders pursuant to Section 8.02 of the Credit Agreement, Section 4.01 of the Security Agreement or any other Loan Document (including the charging of interest at the Default Rate, exercising rights of set off and conversion and refusal to permit additional extensions of credit, as applicable) or applicable Laws (the “Forbearance”) and (2) hereby directs the Administrative Agent, during the Forbearance Period, to abstain from taking any of the actions described in the immediately preceding sentence and (3) hereby agrees that, during the Forbearance Period, the Loan Parties shall not be required to make the representation and warranty in Section 5.16 of the Credit Agreement, including in any Committed Loan Notice with respect to the continuation of Eurocurrency Rate Loans pursuant to Section 2.02(a) of the Credit Agreement. The Loan Parties acknowledge and agree that the Forbearance is limited to the extent specifically set forth above and no other terms, covenants, provisions, rights or remedies under the Credit Agreement or any other Loan Document or at law or in equity are intended to (or shall) be affected hereby, all of which remain in full force and effect.

Forbearance; Forbearance Period. (a) In reliance upon the representations, warranties and covenants of the Borrower and the other Loan Parties contained in this Agreement, and solely upon the terms and subject solely to the conditions of this Agreement, each of the Forbearing Lenders (1x) hereby agrees that, during the Forbearance Period (as defined below), such Lender shall not, and shall not request or direct the Administrative Agent to, solely in respect of the Designated Defaults (but not with respect to any other Defaults or Events of Default) (i) accelerate all of the Loans and the Obligations related thereto or (ii) exercise any other rights or remedies available to the Administrative Agent or the Forbearing Lenders pursuant to Section 8.02 of the Credit Agreement, Section 4.01 of the Security Agreement or any other Loan Document (including the charging of interest at the Default Rate, exercising rights of set off and conversion and refusal to permit additional extensions of credit, as applicable) or applicable Laws (the “Forbearance”) and (2) hereby directs the Administrative Agent, during the Forbearance Period, to abstain from taking any of the actions described in the immediately preceding sentence and (3) hereby agrees that, during the Forbearance Period, such Lender shall not, solely in respect of any of Specified Defaults, request that the Administrative Agent, and (y) solely in respect of any of Specified Defaults, hereby directs the Administrative Agent not to (and the Administrative Agent agrees that, during the Forbearance Period, it shall not) (i) declare all or any portion of the unpaid principal amount of outstanding Loans, interest accrued and unpaid thereon, fees, premiums or other amounts owing or payable under the Credit Agreement or under any other Loan Document to be immediately due and payable or (ii) exercise on behalf of itself or the Lenders any rights and remedies (including rights of setoff and any right under a power of attorney granted under the Loan Parties shall not be required Documents) available to make it and the representation and warranty in Section 5.16 Lenders under the Loan Documents or applicable law that arise solely as a result of any of the Credit Agreement, including in any Committed Loan Notice with respect to Specified Defaults (the continuation of Eurocurrency Rate Loans pursuant to Section 2.02(a) of the Credit Agreement“Forbearance”). The Loan Parties acknowledge Borrower acknowledges and agree agrees that the Forbearance is limited to the extent specifically set forth above and no other terms, covenants, provisions, rights covenants or remedies under provisions of the Credit Agreement or any other Loan Document or at law or in equity are intended pursuant to this Section 3 to (or shall) be affected hereby, all of which remain in full force and effecteffect unaffected hereby. By their delivery of an executed copy of this Agreement to the Administrative Agent, the Forbearing Lenders (which constitute the Majority Lenders under the Credit Agreement) hereby direct the Administrative Agent during the Forbearance Period to forbear, and the Administrative Agent hereby agrees to forbear, from taking any of the actions specified in clauses (i) and (ii) of the first sentence of this Section 3.

Forbearance; Forbearance Period. (a) In reliance upon the representations, warranties and covenants Each of the Loan Parties contained in this AgreementAdministrative Agent, the Collateral Agent and solely each of the Lenders signatories hereto agrees that, upon the terms and subject solely to the conditions set forth herein (and notwithstanding the existence of the Designated Defaults), during the period (the “Forbearance Period”) commencing on the Forbearance Effective Date (as such term is defined below) and ending on the date (the “Forbearance Termination Date”) that is the earlier to occur of (i) January 1, 2009, and (ii) the date of the occurrence of a Forbearance Termination Event (as such term is defined below), such Person shall not exercise or enforce any of its rights and remedies against any Credit Party that such Person would otherwise be entitled to exercise under the Credit Agreement or any of the other Credit Documents or applicable law, including, without limitation, the UCC, by reason (and only by reason) of the existence of the Designated Defaults (the “Forbearance”). The occurrence of any of the following events or circumstances shall constitute a termination event with respect to the Forbearance (each a “Forbearance Termination Event”): (i) the OEP Investment Agreement (A) is terminated by any party thereto pursuant to Article V thereof; (B) automatically terminates because the Company and/or any Subsidiary of the Company shall have commenced any case, proceeding or other action (x) under any existing or future law of any jurisdiction, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution or composition, or (y) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; or (C) terminates because there shall be commenced against the Company and/or any Subsidiary of the Company, any case, proceeding or other action of a nature referred to in clause (B) above that results in the entry of an order for relief or any such adjudication or appointment; or (ii) the later to occur of (A) the occurrence of an event or events, since December 30, 2007, that would have a Material Adverse Effect (as such term is defined in the OEP Investment Agreement) except as was Previously Disclosed (as such term is defined in the OEP Investment Agreement), and (B) the receipt by the Company and OEP of (x) a written notice from the Administrative Agent, acting at the direction of the Requisite Lenders, or (y) a written notice from the Second Lien Administrative Agent, acting at the direction of the Requisite Lenders (as such term is defined in the Second Lien Credit Agreement), in each case stating that an event has occurred, or events have occurred, since December 30, 2007, that would have a Material Adverse Effect (as such term is defined in the OEP Investment Agreement), except as was Previously Disclosed (as such term is defined in the OEP Investment Agreement). No Lender shall have a right to terminate this Agreement as a result of a “Forbearance Termination Event” under this clause (ii) until the fifth Business Day following the receipt by the Company and OEP of (x) a written notice from the Administrative Agent, acting at the direction of the Requisite Lenders, or (y) a written notice from the Second Lien Administrative Agent, acting at the direction of the Requisite Lenders (as such term is defined in the Second Lien Credit Agreement), in each case stating that an event has occurred, or events have occurred, since December 30, 2007, that would have a Material Adverse Effect (as such term is defined in the OEP Investment Agreement), except as was Previously Disclosed (as such term is defined in the OEP Investment Agreement, and setting forth in good faith and in reasonable detail a description of the applicable event or events. (b) The Forbearance is temporary and limited in nature and nothing contained herein is intended, or shall be deemed or construed: (i) to preclude or prevent any Agent or Lender from exercising any rights or remedies against any Credit Party under the Credit Agreement, any of the other Credit Documents or applicable law, including, without limitation the UCC, arising on account of (A) any Default or Event of Default other than a Designated Default, or (B) any Designated Default from and after the Forbearance Termination Date; (ii) except as otherwise expressly set forth herein, to effect any amendment or other modification of the Credit Agreement or any of the other Credit Documents, all of which shall remain in full force and effect in accordance with their respective terms; (iii) except as otherwise expressly set forth herein, to constitute a waiver of any of the Designated Defaults or any future Defaults or Events of Default or any term or provision of the Credit Agreement or any of the other Credit Documents or applicable law; or (iv) to establish a custom or course of dealing between the Agents and the Lenders, on the one hand, and the Credit Parties, on the other hand. Furthermore, nothing contained herein is intended, or should be deemed or construed, to require any Agent or Lender to extend the Forbearance Termination Date for any reason whatsoever. (c) Notwithstanding anything contained herein to the contrary, on the Forbearance Termination Date, without the requirement of any notice to any Credit Party or any other Person: (i) the Forbearance and all agreements set forth in Section 1(a) of this Agreement shall terminate automatically and be of no further force or effect, and (ii) subject to the terms of the Credit Documents and applicable law, including, without limitation, the UCC, each Agent and Lender shall be free in its sole and absolute discretion without limitation to proceed to enforce any or all of such Person’s rights and remedies set forth in this Agreement, each the Credit Agreement, the other Credit Documents and applicable law, including, without limitation, the right to xxx, ask for or demand from the Credit Parties payment in full of all Obligations to the extent then permitted pursuant to the Credit Agreement, in whole or in part, and to otherwise enforce any or all of its rights and remedies (including rights of acceleration and foreclosure) under the Credit Documents against any Credit Party or any other Person. In furtherance of the Forbearing foregoing, and notwithstanding the occurrence of the Forbearance Effective Date, each Credit Party acknowledges and confirms that, subject to the Forbearance, all rights and remedies of the Agents and Lenders under the Credit Documents and applicable law with respect to such Credit Party shall continue to be available to the Agents and Lenders from and after the Forbearance Effective Date. (1d) The Administrative Agent and the Lenders signatories hereto hereby agrees agree that, during the Forbearance Period: (i) in addition to the Revolving Loans and Letters of Credit outstanding under the Credit Agreement as of the Forbearance Effective Date, but in any event subject to the satisfaction of the conditions precedent set forth in Section 3.2(a) of the Credit Agreement (other than the conditions precedent set forth in Section 3.2(a)(iii) and Section 3.2(a)(iv) thereof), each Lender with a Revolving Commitment shall continue to make Revolving Loans, and to issue or cause to be issued, and participate in, Letters of Credit, in each case to or for the account of Company; provided that the aggregate outstanding principal balance of such additional Revolving Loans plus the aggregate undrawn face amount of all such additional Letters of Credit shall not exceed $10,000,000 (the “Maximum Forbearance Amount”) at any time during the Forbearance Period; and, provided further that (i) only up to $2,000,000 of the Maximum Forbearance Amount shall be available at all times during the Forbearance Period, (ii) only up to $3,000,000 of the Maximum Forbearance Amount shall be available at all times during the Forbearance Period for the payment of fees and expenses incurred in connection with this Agreement, the Corresponding Second Lien Agreement, the Equity Issuance and the other transactions contemplated by this Agreement, the respective Investment Agreements and any related documentation, and (iii) the remaining $5,000,000 of the Maximum Forbearance Amount shall be available only to the extent that an equal amount of Cash is held by Foreign Subsidiaries. Notwithstanding anything contained herein or in the Credit Agreement to the contrary, during the Forbearance Period (x) no Revolving Loans shall be advanced as defined below), such Lender shall notEurodollar Rate Loans, and (y) no Loans may be converted into or continued as Eurodollar Rate Loans; and (ii) the Company shall not request or direct be required to comply with the Administrative Agent to, solely financial covenants set forth in respect Section 6.8 of the Designated Defaults (but not Credit Agreement with respect to any other Defaults or Events of Default) (i) accelerate all of the Loans and the Obligations related thereto or (ii) exercise any other rights or remedies available Fiscal Quarter occurring prior to the Administrative Agent or the Forbearing Lenders pursuant Fiscal Quarter ending closest to Section 8.02 December 31, 2008. (e) Each of the Credit Agreement, Section 4.01 of the Security Agreement or any other Loan Document (including the charging of interest at the Default Rate, exercising rights of set off and conversion and refusal to permit additional extensions of credit, as applicable) or applicable Laws (the “Forbearance”) and (2) hereby directs the Administrative Agent, during the Forbearance Period, to abstain from taking any of the actions described in the immediately preceding sentence and (3) Parties hereby agrees that, during the Forbearance Period: (i) subject to the Forbearance, the Loan Parties shall not be required to make the representation and warranty waiver of Designated Defaults set forth in Section 5.16 3 hereof and the other terms and provisions of this Agreement, all of the Credit Agreement, including in any Committed Loan Notice with respect to the continuation of Eurocurrency Rate Loans pursuant to Section 2.02(a) of the Credit Agreement. The Loan Parties acknowledge and agree that the Forbearance is limited to the extent specifically set forth above and no other terms, covenants, provisions, rights or remedies under the Credit Agreement or any other Loan Document or at law or in equity are intended to (or shall) be affected hereby, all of which Documents shall remain in full force and effecteffect and the Credit Parties shall continue to comply with all covenants and other obligations under the Credit Documents including, but not limited to, the obligation to make any and all scheduled payments of principal or interest on the Loans or pursuant to the Notes and other payments required under the Credit Documents in each case when due and payable; (ii) the Company shall deliver to Administrative Agent and each of the Lenders within 30 days after the end of each monthly fiscal period of the Company ending after the Forbearance Effective Date, (A) the consolidated balance sheets of Company and its Subsidiaries as at the end of such monthly fiscal period and the related consolidated statements of income and cash flows of Company and its Subsidiaries for such monthly fiscal period and (B) a rolling thirteen (13) week cash flow forecast and cash balance report on a consolidated basis for the Company and its Subsidiaries, in each case in the form customarily prepared by the Company; and (iii) on a date certain to be agreed upon by the Company and the Administrative Agent after the delivery by the Company of the financial statements referred to the foregoing clause (ii) with respect to any monthly fiscal period, the Company shall conduct a single conference call with the Administrative Agent and any Lender that desires to participate therein regarding the financial results and the financial condition of the Company and its Subsidiaries, on which conference call shall be present the chief financial officer or such other authorized representative of the Credit Parties as may be reasonably requested by the Administrative Agent, each of such conference calls to be held at a time convenient to the Administrative Agent, the Requisite Lenders and the Company.

Forbearance; Forbearance Period. (a) In reliance upon the representationsEach of Administrative Agent, warranties Collateral Agent and covenants each of the Loan Parties contained in this AgreementLenders signatories hereto agrees that, and solely upon the terms and subject solely to the conditions of this Agreement, each set forth herein (and notwithstanding the existence of the Forbearing Lenders (1) hereby agrees thatDesignated Defaults), during the period (the “Forbearance Period Period”) commencing on the Forbearance Effective Date (as defined below) and ending on the date (the “Forbearance Termination Date”) that is the earlier to occur of (i) January 1, 2009, and (ii) the date of the occurrence of a Forbearance Termination Event (as defined below), such Lender shall not, and Person shall not request exercise or direct enforce any of its rights and remedies against any Credit Party that such Person would otherwise be entitled to exercise under the Administrative Agent toCredit Agreement or any of the other Credit Documents or applicable law, solely in respect including, without limitation, the UCC, by reason (and only by reason) of the existence of the Designated Defaults (but not the “Forbearance”). The occurrence of any of the following events or circumstances shall constitute a termination event with respect to the Forbearance (each a “Forbearance Termination Event”): (i) the OEP Investment Agreement (A) is terminated by any party thereto pursuant to Article V thereof, (B) automatically terminates because Borrower and/or any Subsidiary of Borrower shall have commenced any case, proceeding or other action (x) under any existing or future law of any jurisdiction, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution or composition, or (y) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or (C) terminates because there shall be commenced against Borrower and/or any Subsidiary of Borrower, any case, proceeding or other action of a nature referred to in clause (B) above that results in the entry of an order for relief or any such adjudication or appointment; or (ii) the later to occur of (A) the occurrence of an event or events, since December 30, 2007, that would have a Material Adverse Effect (as defined in the OEP Investment Agreement) except as was Previously Disclosed (as defined in the OEP Investment Agreement), and (B) the receipt by Borrower and OEP of (x) a written notice from the “Administrative Agent” under and as defined in the First Lien Credit Agreement (the “First Lien Administrative Agent”), acting at the direction of the Requisite Lenders (as defined in the First Lien Credit Agreement), or (y) a written notice from Administrative Agent, acting at the direction of the Requisite Lenders, in each case stating that an event has occurred or events have occurred, since December 30, 2007, that would have a Material Adverse Effect (as defined in the OEP Investment Agreement), except as was Previously Disclosed (as defined in the OEP Investment Agreement). No Lender shall have a right to terminate this Agreement as a result of a Forbearance Termination Event under this clause (ii) until the fifth Business Day following the receipt by Borrower and OEP of (x) a written notice from the First Lien Administrative Agent, acting at the direction of the Requisite Lenders (as defined in the First Lien Credit Agreement), or (y) a written notice from Administrative Agent, acting at the direction of the Requisite Lenders, in each case stating that an event has occurred or events have occurred, since December 30, 2007, that would have a Material Adverse Effect (as defined in the OEP Investment Agreement), except as was Previously Disclosed (as defined in the OEP Investment Agreement, and setting forth in good faith and in reasonable detail a description of the applicable event or events. (b) The Forbearance is temporary and limited in nature and nothing contained herein is intended, or shall be deemed or construed: (i) to preclude or prevent any Agent or Lender from exercising any rights or remedies against any Credit Party under the Credit Agreement, any of the other Credit Documents or applicable law, including, without limitation the UCC, arising on account of (A) any Default or Event of Default other than a Designated Default, or (B) any Designated Default from and after the Forbearance Termination Date; (ii) except as otherwise expressly set forth herein, to effect any amendment or other modification of the Credit Agreement or any of the other Credit Documents, all of which shall remain in full force and effect in accordance with their respective terms; (iii) except as otherwise expressly set forth herein, to constitute a waiver of any of the Designated Defaults or any future Defaults or Events of DefaultDefault or any term or provision of the Credit Agreement or any of the other Credit Documents or applicable law; or (iv) to establish a custom or course of dealing between the Agents and the Lenders, on the one hand, and the Credit Parties, on the other hand. Furthermore, nothing contained herein is intended, or should be deemed or construed, to require any Agent or Lender to extend the Forbearance Termination Date for any reason whatsoever or make any additional extensions of credit under the Credit Agreement. (c) Notwithstanding anything contained herein to the contrary, on the Forbearance Termination Date, without the requirement of any notice to any Credit Party or any other Person: (i) accelerate the Forbearance and all agreements set forth in Section 1(a) of the Loans this Agreement shall terminate automatically and the Obligations related thereto be of no further force or effect, and (ii) exercise any other rights or remedies available subject to the Administrative terms of the Credit Documents and applicable law, including, without limitation, the UCC, each Agent and Lender shall be free in its sole and absolute discretion without limitation to proceed to enforce any or the Forbearing Lenders pursuant to Section 8.02 all of such Person’s rights and remedies set forth in this Agreement, the Credit Agreement, Section 4.01 the other Credit Documents and applicable law, including, without limitation, the right to xxx, ask for or demand from the Credit Parties payment in full of all Obligations to the Security Agreement extent then permitted pursuant to the Credit Agreement, in whole or in part, and to otherwise enforce any or all of its rights and remedies (including rights of acceleration and foreclosure) under the Credit Documents against any Credit Party or any other Loan Document Person. In furtherance of the foregoing, and notwithstanding the occurrence of the Forbearance Effective Date, each Credit Party acknowledges and confirms that, subject to the Forbearance, all rights and remedies of the Agents and Lenders under the Credit Documents and applicable law with respect to such Credit Party shall continue to be available to the Agents and Lenders from and after the Forbearance Effective Date. (including d) Administrative Agent and the charging Lenders signatories hereto hereby agree that: (i) during the Forbearance Period, in addition to the revolving loans and letters of interest at credit outstanding under the Default RateFirst Lien Credit Agreement as of the Forbearance Effective Date, exercising rights but in any event subject to the satisfaction of the conditions precedent set off forth in Section 3.2(a) of the First Lien Credit Agreement (other than the conditions precedent set forth in Section 3.2(a)(iii) and conversion Section 3.2(a)(iv) thereof), each lender under the First Lien Credit Agreement with a revolving commitment thereunder shall continue to make revolving loans thereunder, and refusal to permit issue or cause to be issued, and participate in, letters of credit thereunder, in each case to or for the account of Borrower; provided that the aggregate outstanding principal balance of such additional extensions revolving loans plus the aggregate undrawn face amount of credit, as applicable) or applicable Laws all such additional letters of credit shall not exceed $10,000,000 (the “ForbearanceMaximum Forbearance Amount”) at any time during the Forbearance Period; provided, further, that (A) only up to $2,000,000 of the Maximum Forbearance Amount shall be available at all times during the Forbearance Period, (ii) only up to $3,000,000 of the Maximum Forbearance Amount shall be available at all times during the Forbearance Period for the payment of fees and expenses incurred in connection with this Agreement and the Corresponding First Lien Agreement, the Equity Issuance and the other transactions contemplated by the Corresponding First Lien Agreement, the Investment Agreements and any related documentation, and (2iii) hereby directs the Administrative Agentremaining $5,000,000 of the Maximum Forbearance Amount shall be available only to the extent that an equal amount of Cash is held by Foreign Subsidiaries. Notwithstanding anything contained herein or in the First Lien Credit Agreement to the contrary, during the Forbearance Period, (x) no revolving loans under the First Lien Credit Agreement shall be advanced as Eurodollar Rate Loans (as defined in the First Lien Credit Agreement), and (y) no loans under the First Lien Credit Agreement may be converted into or continued as Eurodollar Rate Loans (as defined in the First Lien Credit Agreement); (ii) during the period beginning on July 1, 2008 until the First Amendment Effective Date, the Applicable Margin shall be equal to abstain from taking any (A) with respect to Loans that are Eurodollar Rate Loans, 9.50% per annum, and (B) with respect to Loans that are Base Rate Loans, 8.50% per annum; and (iii) during the Forbearance Period, Borrower shall not be required to comply with the financial covenants set forth in Section 6.8 of the actions described in Credit Agreement with respect to any Fiscal Quarter occurring prior to the immediately preceding sentence and Fiscal Quarter ending closest to December 31, 2008. (3e) Each of the Credit Parties hereby agrees that, during the Forbearance Period: (i) subject to the Forbearance, the Loan Parties shall not be required to make the representation and warranty waiver of Designated Defaults set forth in Section 5.16 3 hereof and the other terms and provisions of this Agreement, all of the Credit Agreement, including in any Committed Loan Notice with respect to the continuation of Eurocurrency Rate Loans pursuant to Section 2.02(a) of the Credit Agreement. The Loan Parties acknowledge and agree that the Forbearance is limited to the extent specifically set forth above and no other terms, covenants, provisions, rights or remedies under the Credit Agreement or any other Loan Document or at law or in equity are intended to (or shall) be affected hereby, all of which Documents shall remain in full force and effecteffect and the Credit Parties shall continue to comply with all covenants and other obligations under the Credit Documents including, but not limited to, the obligation to make any and all scheduled payments of principal or interest on the Loans or pursuant to the Notes and other payments required under the Credit Documents in each case when due and payable; (ii) Borrower shall deliver to Administrative Agent, Lead Arranger and each of the Lenders within 30 days after the end of each monthly fiscal period of Borrower ending after the Forbearance Effective Date, (A) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such monthly fiscal period and the related consolidated statements of income and cash flows of Borrower and its Subsidiaries for such monthly fiscal period, and (B) a rolling thirteen (13) week cash flow forecast and cash balance report on a consolidated basis for Borrower and its Subsidiaries, in each case in the form customarily prepared by Borrower; and (iii) on a date certain to be agreed upon by Borrower and Lead Arranger after the delivery by Borrower of the financial statements referred to the foregoing clause (ii) with respect to any monthly fiscal period, Borrower shall conduct a single conference call with Lead Arranger and any Lender that desires to participate therein regarding the financial results and the financial condition of Borrower and its Subsidiaries, on which conference call shall be present the chief financial officer or such other authorized representative of the Credit Parties as may be reasonably requested by Lead Arranger, each of such conference calls to be held at a time convenient to Lead Arranger, the Requisite Lenders and Borrower.

Forbearance; Forbearance Period. (a) In reliance upon the representations, warranties and covenants of the Loan Credit Parties contained in this Agreement, and solely upon the terms and subject solely to the conditions of this Agreement, each of the Forbearing Lenders (1) hereby agrees that, during the Forbearance Period (as defined below), such Lender shall not, and shall not request or direct the Administrative Agent to, solely in respect of the Designated Collective Defaults (but not with respect to any other Defaults or Events of Default) (i) accelerate all of the Loans and the Obligations related thereto or (ii) exercise any other rights or remedies available to the Administrative Agent or the Forbearing Lenders pursuant to Section 8.02 8.1 of the Credit Agreement, Agreement or Section 4.01 5.01 of the Pledge and Security Agreement or any other Loan Document (including the charging of interest at the Default Rate, exercising rights of set off and conversion and refusal to permit additional extensions of credit, as applicable) or applicable Laws (the “Forbearance”) and (2) hereby directs the Administrative Agent, during the Forbearance Period, to abstain from taking any of the actions described in the immediately preceding sentence and (3) hereby agrees that, during the Forbearance Period, the Loan Parties shall not be required to make the representation and warranty in Section 5.16 of the Credit Agreement, including in any Committed Loan Notice with respect to the continuation of Eurocurrency Rate Loans pursuant to Section 2.02(a) of the Credit Agreementsentence. The Loan Credit Parties acknowledge and agree that the Forbearance is limited to the extent specifically set forth above and no other terms, covenants, provisions, rights or remedies under the Credit Agreement (including, for the avoidance of doubt, the right to charge default interest in accordance with Section 2.9 of the Credit Agreement during the Forbearance Period) or any other Loan Credit Document or at law or in equity are intended to (or shall) be affected hereby, all of which remain in full force and effect. (b) The “Forbearance Period” shall commence on the Forbearance Effective Date (as defined below) and shall terminate immediately and automatically upon the earlier to occur of (i) April 29, 2019, at 11:59 pm New York time and (ii) the occurrence of a Forbearance Termination Event (as defined below).