Common use of Forbearance Obligations Clause in Contracts

Forbearance Obligations. Subject to the conditions set forth in ss.5 hereof, the Agent and the Banks agree to forbear from enforcing any of their rights and remedies under the Loan Documents for the purpose of seeking payment of the Obligations (including, without limitation, any act with respect to any collateral now or hereafter securing payment of any Obligations or any setoff or any other application of funds of the Borrowers now or hereafter on deposit with or otherwise controlled by the Agent or any Bank, other than the application by the Agent as specifically provided in ss.2.12.3, 2.12.4 and 8.24 of the Credit Agreement, which is expressly permitted hereunder) until that date (the "FORBEARANCE TERMINATION DATE") which is the earliest to occur of (a) the Borrowers' failure to comply with any of the terms and conditions of this Agreement, including any of the undertakings set forth in ss.ss.5 and 6, (b) an Event of Default (other than the Specified Defaults) under any of the Loan Documents, (c) except as set forth on SCHEDULE 1 hereto, any representation or warranty made by any Borrower or Guarantor herein or in any certificate, financial statement or other document delivered in connection herewith shall prove to have been untrue or incorrect in any material respect as of the date as of which made or deemed to have been made or repeated, (d) if any Borrower, any Subsidiary, or any person or entity claiming by or through any Borrower or such Subsidiary ever commence, join in, assist, cooperate or participate as an adverse party or adverse witness in any suit or other proceeding against the Agent or any Bank relating to the indebtedness referred to as the Obligations or any amounts owing hereunder, (e) any of the claims of the Agent or any Bank under this Agreement or with respect to the Obligations shall be subordinated to the claims of any other creditor of the Borrowers or any Subsidiary, (f) any Borrower or any Subsidiary shall make a general assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of any Borrower or such Subsidiary or of any substantial part of the assets of any Borrower or such Subsidiary or shall commence any case or other proceeding relating to any Borrower or such Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any Borrower or such Subsidiary and any Borrower or such Subsidiary shall indicate its approval thereof, consent thereto or acquiescence therein, (g) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating any Borrower or any Subsidiary bankrupt or insolvent, or approving a petition in any such case or other proceeding, or forty five (45) days after a decree or order for relief is entered in respect of any Borrower or any Subsidiary in an involuntary case under federal bankruptcy laws as now or hereafter constituted, (h) the sum of the outstanding amount of the Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations at any time being greater than $120,000,000 and (i) May 7, 2001. The period from the effective date of this Agreement through the Forbearance Termination Date is referred to herein as the "LIMITED FORBEARANCE PERIOD". Except as expressly provided above in this ss.4, the Agent and the Banks reserve the right to exercise all of their rights and remedies under the Loan Documents. Notwithstanding anything to the contrary contained in this Agreement, the agreement of the Banks and the Agent contained herein to forbear during the Limited Forbearance Period shall not limit in any way the Agent's and the Banks' rights to send a Payment Blockage Notice (as defined in the Subordinated Indenture) to block payments in respect of the Subordinated Notes as a result of the existence of the Specified Defaults or any other Events of Default. Upon the Forbearance Termination Date, the Agent and the Banks shall be free in their sole and absolute discretion to proceed to enforce any or all of their rights and remedies under or in respect of the Loan Documents and applicable law, including without limitation, those credit termination, acceleration, enforcement and other rights and remedies arising by virtue of the maturity of the Obligations and of the occurrence of the Specified Defaults. All of the Borrowers', and each Subsidiary's payment and performance obligations to the Agent and the Banks hereunder, including without limitation, the obligations set forth in ss.ss.5 and 6 below, shall survive the Forbearance Termination Date, and all of such obligations shall be secured by the collateral security granted under the Loan Documents. In addition, the parties hereto hereby acknowledge and agree that time is of the essence in this Agreement. The parties intend and understand that any failure scrupulously to observe the timing requirements of this Agreement, including, without limitation, any late payment made hereunder, will be a material breach giving rise to the remedies set forth herein. The imposition of such remedies shall not be deemed a penalty, and is of the essence of the parties' bargain.

Forbearance Obligations. Subject to the conditions set forth in ss.5 Section 5 hereof, the Agent and the Banks agree to forbear from enforcing any of their rights and remedies under the Loan Documents for the purpose of seeking payment of any of the Obligations (including, without limitation, any act with respect to any collateral now or hereafter securing payment of any Obligations or any setoff or any other application of funds of the Borrowers now or hereafter on deposit with or otherwise controlled by the Agent or any Bank, other than and the application by the Agent as specifically provided in ss.2.12.3, 2.12.4 and 8.24 of the Credit Agreement, which is expressly permitted hereunderBanks) until that date (the "FORBEARANCE TERMINATION DATEForbearance Termination Date") which is the earliest to occur of (a) the Borrowers' failure to comply with any of the terms and conditions of this Agreement, including any of the undertakings set forth in ss.ss.5 Sections 5 and 66 hereof, (b) an Event of Default (other than the Specified Defaults) under any of the Loan Documents), (c) except as set forth on SCHEDULE 1 hereto, any representation or warranty made by any Borrower or Guarantor herein or in any certificate, financial statement or other document delivered in connection herewith shall prove to have been untrue or incorrect in any material respect as the lesser of the date as Borrowing Base and the Total Commitment at any time failing to exceed the sum of which made or deemed to have been made or repeatedthe outstanding amount of the Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations by $20,000,000, (d) if any Borrower, any Subsidiary, or any person or entity claiming by or through any Borrower or such Subsidiary ever commence, join in, assist, cooperate or participate as an adverse party or adverse witness in any suit or other proceeding against the Agent or any Bank relating to the indebtedness referred to as the Obligations or any amounts owing hereunder, (e) any of the claims of the Agent or any Bank under this Agreement or with respect to the Obligations shall be subordinated to the claims of any other creditor of the Borrowers or any Subsidiary, (f) any Borrower or any Subsidiary shall make a general assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of any Borrower or such Subsidiary or of any substantial part of the assets of any Borrower or such Subsidiary or shall commence any case or other proceeding relating to any Borrower or such Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any Borrower or such Subsidiary and any Borrower or such Subsidiary shall indicate its approval thereof, consent thereto or acquiescence therein, (g) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating any Borrower or any Subsidiary bankrupt or insolvent, or approving a petition in any such case or other proceeding, or forty five (45) days after a decree or order for relief is entered in respect of any Borrower or any Subsidiary in an involuntary case under federal bankruptcy laws as now or hereafter constituted, (h) the sum of the outstanding amount of the Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations at any time being greater than $120,000,000 and (i) May 7$50,000,000 for the period from the effective date of this Agreement through September 14, 20012000, and (ii) $55,000,000 for the period from September 15, 2000 through September 30, 2000, and (e) September 30, 2000. The period from the effective date of this Agreement through the Forbearance Termination Date is referred to herein as the "LIMITED FORBEARANCE PERIODLimited Forbearance Period". Except as expressly provided above in this ss.4Section 4, the Agent and the Banks reserve the right to exercise all of their rights and remedies under the Loan Documents. Notwithstanding anything to the contrary contained in this Agreement, the agreement of the Banks and the Agent contained herein to forbear during the Limited Forbearance Period shall not limit in any way the Agent's and the Banks' rights to send a Payment Blockage Notice (as defined in the Subordinated Indenture) to block payments in respect of the Subordinated Notes as a result of the existence of the Specified Defaults or any other Events of Default. Upon the Forbearance Termination Date, the Agent and the Banks shall be free in their sole and absolute discretion to proceed to enforce any or all of their rights and remedies under or in respect of the Loan Documents and applicable law, including without limitation, those credit termination, acceleration, enforcement and other rights and remedies arising by virtue of the maturity of the Obligations and of the occurrence of the Specified Defaults. All of the Borrowers', and each Subsidiary's payment and performance obligations to the Agent and the Banks hereunder, including without limitation, the obligations set forth in ss.ss.5 and 6 below, shall survive the Forbearance Termination Date, and all of such obligations shall be secured by the collateral security granted under the Loan Documents. In addition, the parties hereto hereby acknowledge and agree that time is of the essence in this Agreement. The parties intend and understand that any failure scrupulously to observe the timing requirements of this Agreement, including, without limitation, any late payment made hereunder, will be a material breach giving rise to the remedies set forth herein. The imposition of such remedies shall not be deemed a penalty, and is of the essence of the parties' bargain.without

Forbearance Obligations. Subject to all of the other terms and conditions set forth in ss.5 hereofherein, the Agent and the Banks Lenders agree to forbear from enforcing any of exercising their rights and remedies under the Credit Agreement and the other Loan Documents for to collect the purpose of seeking payment indebtedness of the Obligations (including, without limitation, any act with respect Borrower to any collateral now or hereafter securing payment of any Obligations or any setoff or any other application of funds of the Borrowers now or hereafter on deposit with or otherwise controlled by the Agent or any Bank, other than and the application by the Agent as specifically provided in ss.2.12.3, 2.12.4 and 8.24 of Lenders under the Credit Agreement, which is expressly permitted hereunder) Agreement and the other Loan Documents until that date (the "FORBEARANCE TERMINATION DATEForbearance Termination Date") which is the earliest to occur of (ai) January 24, 2003, (ii) the Borrowers' failure after the date hereof of any of the Companies to comply with any of the terms and conditions or undertakings of this Forbearance Agreement, including (iii) the occurrence after the date hereof of any of the undertakings set forth in ss.ss.5 and 6, (b) an Default or Event of Default (other than the Specified Defaults, (iv) under the occurrence of any further material adverse change to the business, assets, financial condition or prospects of the any of the Loan DocumentsCompanies (the parties agree that reorganization, restructuring or any charges associated with settlements (cincluding, without limitation, tolling agreements) except as set forth on SCHEDULE 1 hereto, with any representation or warranty made by Attorneys General shall not constitute a material adverse change) and (v) the date that any Borrower or Guarantor herein or in any certificate, financial statement or other document delivered in connection herewith shall prove to have been untrue or incorrect in any material respect as of the date as Companies or any affiliate of which made or deemed to have been made or repeated, (d) if any Borrower, any Subsidiary, of the Companies or any person or entity claiming by or through any Borrower or such Subsidiary ever commence, join of the Companies joins in, assistassists, cooperate cooperates or participate participates as an adverse party or adverse witness in any suit or other proceeding against the Agent any Lender or any Bank affiliate of any Lender relating to the indebtedness referred to as the Obligations or any amounts owing hereunder, (e) hereunder in connection with or related to any of the claims of transactions contemplated by the Agent or any Bank under this Agreement or with respect to the Obligations shall be subordinated to the claims of any other creditor of the Borrowers or any Subsidiary, (f) any Borrower or any Subsidiary shall make a general assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of any Borrower or such Subsidiary or of any substantial part of the assets of any Borrower or such Subsidiary or shall commence any case or other proceeding relating to any Borrower or such Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any Borrower or such Subsidiary and any Borrower or such Subsidiary shall indicate its approval thereof, consent thereto or acquiescence therein, (g) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating any Borrower or any Subsidiary bankrupt or insolvent, or approving a petition in any such case or other proceeding, or forty five (45) days after a decree or order for relief is entered in respect of any Borrower or any Subsidiary in an involuntary case under federal bankruptcy laws as now or hereafter constituted, (h) the sum of the outstanding amount of the Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations at any time being greater than $120,000,000 and (i) May 7, 2001. The period from the effective date of this Agreement through the Forbearance Termination Date is referred to herein as the "LIMITED FORBEARANCE PERIOD". Except as expressly provided above in this ss.4, the Agent and the Banks reserve the right to exercise all of their rights and remedies under the Loan Documents. Notwithstanding anything to the contrary contained in this Agreement, the agreement other Loan Documents, this Forbearance Agreement or any documents, agreements or instruments executed in connection with this Forbearance Agreement) (each of the Banks and the Agent contained herein to forbear during the Limited Forbearance Period shall not limit in any way the Agent's and the Banks' rights to send a Payment Blockage Notice (as defined foregoing conditions set forth in the Subordinated Indentureimmediately preceding items (i)-(v) being referred to block payments in respect of the Subordinated Notes as a result of the existence of the Specified Defaults or any other Events of Default"Forbearance Termination Event"). Upon On and after the Forbearance Termination Date, the forbearance obligations of the Agent and the Banks Lenders set forth herein shall automatically, without the requirement of any notice, terminate and the Agent and the Lenders shall be free in their sole and absolute discretion to proceed to enforce any or all of their rights and remedies under or set forth in respect of this Forbearance Agreement, the Credit Agreement, the other Loan Documents and applicable law, including without limitation, those credit termination, acceleration, enforcement and other rights and remedies arising by virtue of the maturity of the Obligations and of the occurrence of the Specified Defaults. All of the Borrowers', and each Subsidiary's payment and performance obligations to the Agent and the Banks hereunder, including without limitation, the obligations set forth in ss.ss.5 and 6 below, shall survive the Forbearance Termination Date, and all of such obligations shall be secured by the collateral security granted under the Loan Documents. In addition, the parties hereto hereby acknowledge and agree that time is of the essence in this Agreement. The parties intend and understand that any failure scrupulously to observe the timing requirements of this Agreement, including, without limitation, any late payment made hereunder, will be a material breach giving rise the right to demand the remedies set forth herein. The imposition of such remedies shall not be deemed a penalty, and is immediate repayment of the essence of Loans and all other Obligations in full. (The time period between the parties' bargain.Forbearance Closing Date and the Forbearance Termination Date is referred to herein as the "Forbearance Period")

Forbearance Obligations. Subject to all of the other terms and conditions set forth in ss.5 hereofherein, and solely with respect to the Specified Defaults, the Administrative Agent and the Banks Required Lenders agree to forbear from enforcing any of exercising their rights and remedies under the Credit Agreement and the other Loan Documents for to collect the purpose of seeking payment of the Obligations (including, without limitation, any act with respect to any collateral now or hereafter securing payment of any Obligations or any setoff or any other application of funds indebtedness of the Borrowers now or hereafter on deposit with or otherwise controlled by to the Administrative Agent or any Bank, other than and the application by the Agent as specifically provided in ss.2.12.3, 2.12.4 and 8.24 of Lenders under the Credit Agreement, which is expressly permitted hereunder) Agreement and the other Loan Documents until that date (the "FORBEARANCE TERMINATION DATE"“Forbearance Termination Date”) which is the earliest to occur of (ai) November 15, 2010, (ii) the Borrowers' failure after the date hereof of any of the Loan Parties to comply with any of the terms and conditions or undertakings of this Forbearance Agreement, including (iii) the failure after the date hereof of any of the Loan Parties to comply with any of the terms or undertakings set forth of any amendment, waiver, forbearance or similar agreement with the lenders referred to in ss.ss.5 and 6Section 6(b) or the expiration, for any reason, of any deferral, forbearance or similar period referred to therein, (biv) an the occurrence after the date hereof of any Default or Event of Default (other than the Specified Defaults), and (v) under the date that any of the Loan Documents, (c) except as set forth on SCHEDULE 1 hereto, any representation or warranty made by any Borrower or Guarantor herein or in any certificate, financial statement or other document delivered in connection herewith shall prove to have been untrue or incorrect in any material respect as of the date as of which made or deemed to have been made or repeated, (d) if any Borrower, any Subsidiary, Parties or any person Affiliate thereof or any Person or entity claiming by or through any Borrower or such Subsidiary ever commence, join of the Loan Parties joins in, assistassists, cooperate cooperates or participate participates as an adverse party or adverse witness in any suit or other proceeding against the Agent Administrative Agent, the Lenders or any Bank of their respective Affiliates relating to the indebtedness referred to as the Obligations or any amounts owing hereunder, (e) hereunder in connection with or related to any of the claims of transactions contemplated by the Agent Credit Agreement, the other Loan Documents, this Forbearance Agreement or any Bank under this Agreement documents, agreements or instruments executed in connection with respect to the Obligations shall be subordinated to the claims of any other creditor of the Borrowers or any Subsidiary, (f) any Borrower or any Subsidiary shall make a general assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of any Borrower or such Subsidiary or of any substantial part of the assets of any Borrower or such Subsidiary or shall commence any case or other proceeding relating to any Borrower or such Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any Borrower or such Subsidiary and any Borrower or such Subsidiary shall indicate its approval thereof, consent thereto or acquiescence therein, foregoing (g) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating any Borrower or any Subsidiary bankrupt or insolvent, or approving a petition in any such case or other proceeding, or forty five (45) days after a decree or order for relief is entered in respect of any Borrower or any Subsidiary in an involuntary case under federal bankruptcy laws as now or hereafter constituted, (h) the sum each of the outstanding amount of foregoing conditions described in the Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations at any time immediately preceding clauses (i)-(v) being greater than $120,000,000 and (i) May 7, 2001. The period from the effective date of this Agreement through the referred to as a “Forbearance Termination Date is referred to herein as the "LIMITED FORBEARANCE PERIOD". Except as expressly provided above in this ss.4, the Agent and the Banks reserve the right to exercise all of their rights and remedies under the Loan Documents. Notwithstanding anything to the contrary contained in this Agreement, the agreement of the Banks and the Agent contained herein to forbear during the Limited Forbearance Period shall not limit in any way the Agent's and the Banks' rights to send a Payment Blockage Notice (as defined in the Subordinated Indenture) to block payments in respect of the Subordinated Notes as a result of the existence of the Specified Defaults or any other Events of DefaultEvent”). Upon the Forbearance Termination Date, the agreements of the Administrative Agent and the Banks Required Lenders to forbear from exercising their rights and remedies in respect of the Specified Defaults set forth herein shall automatically, without the requirement of any notice to any Loan Party, terminate and the Administrative Agent and the Lenders shall be free in their sole and absolute discretion to proceed to enforce any or all of their rights and remedies under or set forth in respect of this Forbearance Agreement, the Credit Agreement, the other Loan Documents and applicable law, including without limitation, those credit termination, acceleration, enforcement and other rights and remedies arising by virtue of the maturity of the Obligations and of the occurrence of the Specified Defaults. All of the Borrowers', and each Subsidiary's payment and performance obligations to the Agent and the Banks hereunder, including without limitation, the obligations set forth in ss.ss.5 and 6 below, shall survive the Forbearance Termination Date, and all of such obligations shall be secured by the collateral security granted under the Loan Documents. In addition, the parties hereto hereby acknowledge and agree that time is of the essence in this Agreement. The parties intend and understand that any failure scrupulously to observe the timing requirements of this Agreement, including, without limitation, any late payment made hereunder, will be a material breach giving rise the right to demand the remedies set forth herein. The imposition of such remedies shall not be deemed a penalty, and is immediate repayment of the essence Loans and the right to immediate repayment of the parties' bargainall other Obligations in full.

Forbearance Obligations. Subject to the conditions set forth in ss.5 (S)6 ----------------------- hereof, the Agent and the Banks Lenders agree to forbear from enforcing any of their rights and remedies under the Loan Transaction Documents for with respect to the purpose of seeking payment acceleration of the Obligations (including, without limitation, any act or the exercise of remedies after an Event of Default in connection with respect to any collateral now or hereafter securing payment of any Obligations or any setoff or any other application of funds of the Borrowers now or hereafter on deposit with or otherwise controlled by the Agent or any Bank, other than the application by the Agent as specifically provided in ss.2.12.3, 2.12.4 and 8.24 of the Credit Agreement, which is expressly permitted hereunder) Specified Defaults until that date (the "FORBEARANCE TERMINATION DATEForbearance Termination Date") which is the earliest to occur of of: (a) any of ---------------------------- the Borrowers' failure to comply with any of the terms and conditions of this Agreement, including any of the undertakings set forth in ss.ss.5 and 6, ; (b) an Event of Default (other than the Specified Defaults) under any of the Loan Transaction Documents, ; (c) except as set forth on SCHEDULE 1 hereto, any representation or warranty made by any Borrower or Guarantor herein or in any certificate, financial statement or other document delivered in connection herewith shall prove to have been untrue or incorrect in any material respect as of the date as of which made or deemed to have been made or repeated, (d) if any Borrower, any Subsidiary, Borrowers or any person or entity claiming by or through any Borrower or such Subsidiary ever commenceof the Borrowers commences, join joins in, assistassists, cooperate cooperates or participate participates as an adverse party or adverse witness in any suit or other proceeding against the Agent or any Bank Lenders relating to the indebtedness referred to as the Obligations or any amounts owing hereunder, ; (ed) any of the claims of the Agent or any Bank under this Agreement or with respect to the Obligations shall be subordinated to the claims of any other creditor of the Borrowers or any Subsidiary, (f) any Borrower or any Subsidiary shall make a general assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of any Borrower or such Subsidiary or of any substantial part of the assets of any Borrower or such Subsidiary or shall commence any case or other proceeding relating to any Borrower or such Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any Borrower or such Subsidiary and any Borrower or such Subsidiary shall indicate its approval thereof, consent thereto or acquiescence therein, (g) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating any Borrower or any Subsidiary bankrupt or insolvent, or approving a petition in any such case or other proceeding, or forty five (45) days after a decree or order for relief is entered in respect of any Borrower or any Subsidiary in an involuntary case under federal bankruptcy laws as now or hereafter constituted, (h) the sum of the outstanding amount of the Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations at any time being greater than $120,000,000 and (i) May 7, 2001. The period from the effective date of this Agreement through the Forbearance Termination Date is referred to herein as the "LIMITED FORBEARANCE PERIOD". Except as expressly provided above in this ss.4, the Agent and the Banks reserve the right to exercise all of their rights and remedies under the Loan Documents. Notwithstanding anything to the contrary contained in this Agreement, the agreement of the Banks and the Agent contained herein to forbear during the Limited Forbearance Period shall not limit in any way the Agent's and the Banks' rights to send a Payment Blockage Notice (as defined in the Subordinated Indenture) to block payments in respect holders of the Subordinated Notes as a result accelerate the debt outstanding under the Subordinated Note Indenture or exercise any of the existence rights or remedies available to them under such Subordinated Note Indenture; (e) the mortgagee of the Specified Defaults property located 000 Xxxx Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx shall exercise any of its rights or any other Events remedies to foreclose on the deed of Defaulttrust judicially or by method of sale under the mortgage for such property; and (f) December 31, 2001. Upon the Forbearance Termination Date, the Agent Lenders and the Banks Agent shall be free in their sole and absolute discretion to proceed to enforce any or all of their rights and remedies under or in respect of the Loan Transaction Documents and applicable law, including without limitation, those credit termination, acceleration, acceleration and enforcement and of all other rights and remedies arising by virtue of the maturity of the Obligations and of the occurrence of the Specified Defaults. All of the Borrowers', and each Subsidiary's payment and performance obligations to the Agent and the Banks hereunder, including without limitation, the obligations set forth in ss.ss.5 and 6 below, shall survive the Forbearance Termination Date, and all of such obligations shall be secured by the collateral security granted under the Loan Documents. In addition, the parties hereto hereby acknowledge and agree that time is of the essence in this Agreement. The parties intend and understand that any failure scrupulously to observe the timing requirements of this Agreement, including, without limitation, any late payment made hereunder, will be a material breach giving rise to the remedies set forth herein. The imposition of such remedies shall not be deemed a penalty, and is of the essence of the parties' bargain.