Common use of Forbearance Period Clause in Contracts

Forbearance Period. Subject to all the terms and conditions set forth herein, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower from the Forbearance Effective Date (as defined in Section 9) until the date (the “Forbearance Termination Date”) which is the earliest to occur of (a) December 15, 2014, (b) the failure after the date hereof of Borrower to comply with any of the terms or undertakings of this Agreement, (c) the occurrence after the date hereof of any Event of Default (other than the Existing Default and the Anticipated Defaults) or (d) the date that Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the other Loan Documents. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end of the Forbearance Period. The time period between the Forbearance Effective Date and the Forbearance Termination Date is referred to herein as the “Forbearance Period.”

Forbearance Period. Subject to all the terms and conditions set forth herein, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower from the Forbearance Effective Date (as defined in Section 9) until the date (the “Forbearance Termination Date”) which is the earliest to occur of (a) December 15October 31, 2014, (b) the failure after the date hereof of Borrower to comply with any of the terms or undertakings of this Agreement, (c) the occurrence after the date hereof of any Event of Default (other than the Existing Anticipated Default and the Anticipated Defaults) or (d) the date that Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the other Loan Documents. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end of the Forbearance Period. The time period between the Forbearance Effective Date and the Forbearance Termination Date is referred to herein as the “Forbearance Period.”

Forbearance Period. Subject to all the terms and conditions herein set forth and in reliance upon the Loan Parties’ representations, acknowledgments, agreements and warranties herein contained, including, without limitation, the satisfaction of the conditions precedent described in Section 5 herein, Bank shall the Administrative Agent and the Lenders agree that during the Forbearance Period they will forbear from filing exercising remedial rights against the Collateral under the Credit Agreement and/or the other Loan Documents solely in respect of the Specified Defaults. The Administrative Agent’s and the Lenders’ agreement to forbear is temporary and limited in nature and shall not be deemed: (i) to preclude or prevent the Administrative Agent, the Lenders and/or any legal action or instituting or enforcing other Secured Party from exercising any rights and remedies it may have against Borrower under the Loan Documents, applicable law or otherwise arising on account of (A) any Default or Event of Default other than the Specified Defaults, (B) the Specified Defaults from and after the Forbearance Effective Date (as defined occurrence of any of the events set forth in Section 9) until the date 3 hereof or (the “Forbearance Termination Date”) which is the earliest to occur of (a) December 15, 2014, (bC) the failure right to seek payment of attorneys’ fees and other costs and expenses in connection with the preparation, negotiation, execution and delivery of this Agreement and in connection with the negotiation, documentation and analysis of any proposed “work out”, restructuring, funding or amendment to the Credit Agreement or other Loan Documents prior to or after the date hereof of Borrower to comply with any this Agreement and the exercise of the terms or undertakings of this Agreement, rights and remedies described under Section 3; (cii) the occurrence after the date hereof of to effect any Event of Default (other than the Existing Default and the Anticipated Defaults) or (d) the date that Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any amendment of the transactions contemplated by Credit Agreement or any of the other Loan Documents. Except as expressly provided herein, this Agreement does not all of which shall remain in full force and effect in accordance with their respective terms; (iii) to constitute a waiver of the Specified Defaults or release by Bank of any Obligations or of any existing Event of other Default or Event of Default which may arise in the future after the date (whether now existing or hereafter occurring) (each Default or Event of execution of this Agreement. If Borrower does not comply with the terms of this AgreementDefault other than any Specified Default, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time an “Other Default”) or any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end term or provision of the Forbearance PeriodCredit Agreement or any of the other Loan Documents; or (iv) to establish a custom or course of dealing among the Borrower, any other Loan Party and the Administrative Agent, the Lenders and/or any other Secured Party. The time period between Loan Parties further acknowledge and agree that interest on the Forbearance Effective Date and Obligations will continue to accrue in accordance with Section 2.07 of the Forbearance Termination Date is referred to herein as the “Forbearance PeriodCredit Agreement.”

Forbearance Period. Subject During the Forbearance Period, the Noteholders shall not exercise or enforce any remedy against the Company or the Guarantor arising solely out of, or resulting solely from, the Specified Defaults. Upon the termination or expiration of the Forbearance Period, the Noteholders shall be entitled to exercise all of their rights and remedies, including, without limitation, those arising under this Agreement and each Transaction Document, or at law or equity. Nothing herein constitutes a waiver of the terms Specified Defaults or a waiver of any requirement that the Company or the Guarantor pay the amounts owing in respect of the Notes and conditions the Note Agreement except as expressly set forth herein, Bank and the Company acknowledges that no Noteholder has committed to waive the Specified Defaults, any other Defaults or Events of Default, or any payments required under the Notes or the Note Agreement, nor shall any Noteholder be obligated to forbear from filing exercising any legal action or instituting or enforcing any rights and remedies it may have against Borrower from the Forbearance Effective Date (as defined in Section 9) until the date (the “Forbearance Termination Date”) which is the earliest to occur of (a) December 15, 2014, (b) the failure after the date hereof of Borrower to comply with any of the terms or undertakings of this Agreement, (c) the occurrence after the date hereof of any Event of Default (other than the Existing Default and the Anticipated Defaults) or (d) the date that Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating respect to the Obligations in connection with Specified Defaults following the expiration or related to any of the transactions contemplated by any of the other Loan Documents. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end termination of the Forbearance Period. The time period between In addition, notwithstanding any provision of this Agreement, none of the Noteholders is restricted from asserting any action or position in any insolvency proceeding involving the Company or the Guarantor, specifically including, without otherwise limiting, any pending or future proceeding under Title 11 of the United States Code. Each of the parties hereto acknowledges and agrees that (x) from and after the termination of the Forbearance Effective Date Period, the Notes shall accrue interest at the Applicable Rate, and (y) on and after the Forbearance Termination Date is referred the Specified Defaults are, and shall continue to herein remain, outstanding under the Note Agreement unless otherwise expressly waived in writing by the Required Holders. The Noteholders reserve their respective rights, in their discretion, to exercise any or all of their rights and remedies under this Agreement and each Transaction Document as a result of the “Specified Defaults on and after the Forbearance PeriodTermination Date, provided that the Noteholders hereby agree to waive any right to apply a default rate of interest in addition to the Applicable Rate provided herein.”

Forbearance Period. Subject Borrower acknowledges and agrees that upon the Forbearance Termination Date, the forbearance provided under this Section 2 shall terminate and Administrative Agent and Banks shall have the right to exercise any and all the terms and conditions set forth herein, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower from to the Forbearance Effective Date extent provided under Article 8 of the Credit Agreement or otherwise under the Loan Documents or under applicable law or at equity (as defined in Section 9) until the date (collectively, the “Enforcement Actions”) due to the Existing Events of Default or any other Event of Default that has occurred and is continuing. Borrower hereby further acknowledges and agrees that from and after the Forbearance Termination Date”) which is the earliest , Administrative Agent and Banks shall be under no obligation of any kind whatsoever to occur of (a) December 15, 2014, (b) the failure after the date hereof of Borrower to comply with forbear from exercising any remedies on account of the terms Existing Events of Default or undertakings of this Agreement, (c) the occurrence after the date hereof of any other Event of Default (other than whether similar or dissimilar to the Existing Events of Default). Borrower hereby further acknowledges and agrees that during the Forbearance Period, Administrative Agent and Banks have no obligation to make any Loans to, or on behalf of, Borrower. The foregoing notwithstanding, if and to the extent that Administrative Agent or any Bank continue to make Revolving Loans, notwithstanding the occurrence of any Default or Event of Default, whether the Existing Events of Default or otherwise, (a) such Revolving Loans shall be made, issued, caused to be issued, or executed, as applicable, in Administrative Agent’s and such Bank’s sole and absolute discretion, and (b) no such action shall be construed as (i) a waiver or forbearance of any of Administrative Agent’s and Banks’ rights, remedies, and powers against Borrower, NCBFC or the Anticipated DefaultsCollateral (including, without limitation, the right to terminate without notice, the making of Revolving Loans) or (dii) the date that Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the other Loan Documents. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of such Default or Event of Default which may arise in or the future after the date Existing Events of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end of the Forbearance Period. The time period between the Forbearance Effective Date and the Forbearance Termination Date is referred to herein as the “Forbearance PeriodDefault.”

Forbearance Period. Subject to all (i) During the terms and conditions set forth herein, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower period from the Forbearance Effective Date (as defined in Section 9below) until the date March 15, 2011 (the “Forbearance Termination DatePeriod”), each of the Administrative Agent and the Lender hereby agrees to forbear (the “Forbearance”) which is from exercising its rights and remedies under the earliest to occur of (a) December 15, 2014, (b) Credit Agreement and the failure after the date hereof of Borrower to comply with any other Loan Documents arising as a result of the terms or undertakings of this AgreementForbearance Default; provided, (c) however, that upon the occurrence after the date hereof of any Event of Default (other than the Existing Default Forbearance Default, including the Events of Defaults set forth in Section 1(c) hereof, the Forbearance Period shall automatically and immediately terminate, and the Anticipated Defaults) or (d) Administrative Agent and the date that Borrower joins inLender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreement, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the other Loan DocumentsDocuments and applicable law, without further notice other than as required therein. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end Upon termination of the Forbearance Period. The time period between , (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the Forbearance Effective Date Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance Termination Date is referred had not been agreed to herein by the parties hereto and (C) subject to the terms of the Credit Agreement, the Loan Documents and applicable law, the Lender may thereafter, without limitation, xxx, ask for or demand from the Loan Parties payment of the Obligations due and payable to such Lender, in whole or in part, and otherwise enforce any of its rights and remedies (including rights of acceleration and foreclosure) provided for under the Credit Agreement, the Loan Documents or applicable law against any party, subject to any defenses available at law or equity as a result of Lender’s Breach. Each of the “Forbearance PeriodLoan Parties agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the extent expressly set forth in this Agreement, all rights and remedies of the Lender under the Credit Agreement, the Loan Documents or applicable law with respect to such Loan Party shall continue to be available to the Lender from and after the Effective Date.”

Forbearance Period. Subject to all (i) During the terms and conditions set forth herein, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower period from the Forbearance Effective Date (as defined in Section 9below) until the date March 25, 2011 (the “Forbearance Termination DatePeriod”), each of the Administrative Agent and the Lender hereby agrees to forbear (the “Forbearance”) which is from exercising its rights and remedies under the earliest to occur of (a) December 15, 2014, (b) Credit Agreement and the failure after the date hereof of Borrower to comply with any other Loan Documents arising as a result of the terms or undertakings of this AgreementForbearance Default; provided, (c) however, that upon the occurrence after the date hereof of any Event of Default (other than the Existing Default Forbearance Default, including the Events of Defaults set forth in Section 1(d) hereof, the Forbearance Period shall automatically and immediately terminate, and the Anticipated Defaults) or (d) Administrative Agent and the date that Borrower joins inLender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreement, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the other Loan DocumentsDocuments and applicable law, without further notice other than as required therein. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end Upon termination of the Forbearance Period. The time period between , (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the Forbearance Effective Date Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance Termination Date is referred had not been agreed to herein by the parties hereto and (C) subject to the terms of the Credit Agreement, the Loan Documents and applicable law, the Lender may thereafter, without limitation, xxx, ask for or demand from the Loan Parties payment of the Obligations due and payable to such Lender, in whole or in part, and otherwise enforce any of its rights and remedies (including rights of acceleration and foreclosure) provided for under the Credit Agreement, the Loan Documents or applicable law against any party. Each of the Loan Parties party hereto agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the “Forbearance Periodextent expressly set forth in this Agreement, all rights and remedies of the Lender under the Credit Agreement, the Loan Documents or applicable law with respect to such Loan Party shall continue to be available to the Lender from and after the Effective Date.”

Forbearance Period. Subject to all the terms and conditions herein set forth and in reliance upon the Issuer’s representations, acknowledgments, agreements and warranties herein contained, including, without limitation, the satisfaction of the conditions precedent described in Section 5 herein, Bank shall the Holder agrees, and agrees to direct the Trustee, that during the Forbearance Period they will forbear from filing any legal action exercising remedial rights under the Indenture solely in respect of the Specified Defaults. The Holder’s agreement to forbear is temporary and limited in nature and shall not be deemed: (i) to preclude or instituting prevent the Trustee or enforcing the Holder from exercising any rights and remedies it may have against Borrower from under the Forbearance Effective Date (as defined in Section 9) until the date (the “Forbearance Termination Date”) which is the earliest to occur Indenture, applicable law or otherwise arising on account of (aA) December 15, 2014, (b) the failure after the date hereof of Borrower to comply with any of the terms or undertakings of this Agreement, (c) the occurrence after the date hereof of any Event of Default (other than the Existing Default and the Anticipated Defaults) or (d) the date that Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the other Loan Documents. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise other than the Specified Defaults, (B) the Specified Defaults from and after the occurrence of any of the events set forth in Section 3 hereof, or (C) subject to the future limitations set forth in Section 7 below, the right to seek payment of attorneys’ fees and other costs and expenses in connection with the preparation, negotiation, execution and delivery of this Agreement and in connection with the negotiation, documentation and analysis of any proposed “work out”, restructuring, funding or amendment to the Notes prior to or after the date of execution this Agreement and the exercise of this Agreementthe rights and remedies described under Section 7; (ii) to effect any amendment of the Indenture, which shall remain in full force and effect in accordance with its terms; (iii) to constitute a waiver of the Specified Defaults or any other Default or Event of Default (whether now existing or hereafter occurring) (each Default or Event of Default other than any Specified Default, an “Other Default”) or any term or provision of the Indenture; or (iv) to establish a custom or course of dealing among the Issuer and the Holder. If Borrower does not comply The Issuer further acknowledges and agrees that interest on the Notes will continue to accrue in accordance with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end of the Forbearance Period. The time period between the Forbearance Effective Date and the Forbearance Termination Date is referred to herein as the “Forbearance PeriodNotes.”

Forbearance Period. Subject to all the terms and conditions herein set forth and in reliance upon the Company’s representations, acknowledgments, agreements and warranties herein contained and contained in the Purchase Agreement, the Lenders, without waiving the Specified Events of Default or the Lenders’ rights and remedies at law, or in equity relating thereto, and subject to the terms and conditions set forth herein, Bank shall agree to forbear in the exercise of their rights and remedies under the Prior Notes based on the Specified Events of Default until the earlier to occur of (the “Termination Date”): (a) 5 p.m. prevailing Eastern Time on April 1, 2017; or (b) a Forbearance Event of Default (as defined hereinafter) under this Agreement. On the Termination Date, the agreement of the Lenders to forbear from filing any legal action exercising their respective rights and remedies under the Prior Notes based on the Specified Events of Default will automatically and immediately terminate. The Lenders’ agreement to forbear is conditional, temporary and limited in nature and shall not be deemed: (i) to preclude or instituting or enforcing prevent the Lenders from exercising any rights and remedies it may have against Borrower from under the Forbearance Effective Date (as defined in Section 9) until the date (the “Forbearance Termination Date”) which is the earliest to occur Prior Notes, applicable law or otherwise arising on account of (aA) December 15, 2014, (b) any default or event of default under the failure after the date hereof of Borrower to comply with any of the terms or undertakings of this Agreement, (c) the occurrence after the date hereof of any Event of Default (Prior Notes other than the Existing Default and the Anticipated Defaults) Specified Events of Default, or (dB) the date that Borrower joins inSpecified Events of Default from and after the Termination Date, assists, cooperates, or participates as an adverse party or adverse witness in (ii) to effect any suit or other proceeding against Bank relating to the Obligations in connection with or related to any amendment of the transactions contemplated by any of the other Loan Documents. Except as expressly provided hereinPrior Notes, this Agreement does not which shall remain in full force and effect in accordance with their terms; (iii) to constitute a waiver or release by Bank of any Obligations or of any existing Event the Specified Events of Default or Event any other default or event of Default which may arise default under the Prior Notes (whether now existing or hereafter occurring) (each default or event of default other than any Default, an “Other Default”) or any term or provision of the Prior Notes; or (iv) to establish a custom or course of dealing among the Company and the Lenders. The Company further acknowledges and agrees that interest on the Prior Notes will continue to accrue in the future after the date of execution of this Agreement. If Borrower does not comply accordance with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end of the Forbearance Period. The time period between the Forbearance Effective Date and the Forbearance Termination Date is referred to herein as the “Forbearance PeriodPrior Notes.”

Forbearance Period. Subject to all (i) During the terms and conditions set forth herein, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower period from the Forbearance Effective Date (as defined in Section 9below) until the date August 1, 2011 (the “Forbearance Termination DatePeriod”), each of the Administrative Agent and the Lender hereby agrees to forbear (the “Forbearance”) which is from exercising its rights and remedies under the earliest to occur of (a) December 15, 2014, (b) Credit Agreement and the failure after the date hereof of Borrower to comply with any other Loan Documents arising as a result of the terms or undertakings of this AgreementForbearance Default; provided, (c) however, that upon the occurrence after the date hereof of any Event of Default (other than the Existing Default Forbearance Default, including the Events of Defaults set forth in Section l(d) hereof, the Forbearance Period shall automatically and immediately terminate, and the Anticipated Defaults) or (d) Administrative Agent and the date that Borrower joins inLender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreement, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the other Loan DocumentsDocuments and applicable law, without further notice other than as required therein. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end Upon termination of the Forbearance Period. The time period between , (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the Forbearance Effective Date Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance Termination Date is referred had not been agreed to herein by the parties hereto and (C) subject to the terms of the Credit Agreement, the Loan Documents and applicable law, the Lender may thereafter, without limitation, xxx, ask for or demand from the Loan Parties payment of the Obligations due and payable to such Lender, in whole or in part, and otherwise enforce any of its rights and remedies (including rights of acceleration and foreclosure) provided for under the Credit Agreement, the Loan Documents or applicable law against any party. Each of the Loan Parties party hereto agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the “Forbearance Periodextent expressly set forth in this Agreement, all rights and remedies of the Lender under the Credit Agreement, the Loan Documents or applicable law with respect to such Loan Party shall continue to be available to the Lender from and after the Effective Date.”

Forbearance Period. Subject to all (i) During the terms and conditions set forth herein, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower period from the Forbearance Effective Date (as defined in Section 9below) until the date May 15, 2009 (the “Forbearance Termination DatePeriod”), each of the Administrative Agent and the Lender hereby agrees to forbear (the “Forbearance”) which is from exercising its rights and remedies under the earliest to occur of (a) December 15, 2014, (b) Credit Agreement and the failure after the date hereof of Borrower to comply with any other Loan Documents arising as a result of the terms or undertakings of this AgreementForbearance Default; provided, (c) however, that upon the occurrence after the date hereof of any Event of Default (other than the Existing Default Forbearance Default, including the Events of Defaults set forth in Section 1(c) hereof, the Forbearance Period shall automatically and immediately terminate, and the Anticipated Defaults) or (d) Administrative Agent and the date that Borrower joins inLender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreement, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the other Loan DocumentsDocuments and applicable law, without further notice other than as required therein. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end Upon termination of the Forbearance Period. The time period between , (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the Forbearance Effective Date Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance Termination Date is referred had not been agreed to herein by the parties hereto and (C) subject to the terms of the Credit Agreement, the Loan Documents and applicable law, the Lender may thereafter, without limitation, xxx, ask for or demand from the Loan Parties payment of the Obligations due and payable to such Lender, in whole or in part, and otherwise enforce any of its rights and remedies (including rights of acceleration and foreclosure) provided for under the Credit Agreement, the Loan Documents or applicable law against any party, subject to any defenses available at law or equity as a result of Lender’s Breach. Each of the “Forbearance PeriodLoan Parties agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the extent expressly set forth in this Agreement, all rights and remedies of the Lender under the Credit Agreement, the Loan Documents or applicable law with respect to such Loan Party shall continue to be available to the Lender from and after the Effective Date.”

Forbearance Period. Subject to all the terms and conditions set forth herein, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower Borrowers related to the March AQR Covenant from the Forbearance Effective Date (as defined in Section 910) until the date (the “Forbearance Termination Date”) which is the earliest to occur of (a) December 15Xxxxx 00, 20140000, (bx) the date upon which the Borrowers meets all conditions to the Waiver pursuant to Section 6 hereof (in which case the March AQR Covenant shall be waived), (c) the failure after the date hereof of Borrower Borrowers to comply with any of the terms or undertakings of this Agreement, (cd) the occurrence after the date hereof of any Event of Default (other than failure to meet the Existing Default March AQR Covenant), (e) the occurrence of any further material adverse change to the business, assets, financial condition, or prospects of Borrowers (other than failure to meet the March AQR Covenant), and the Anticipated Defaults) or (df) the date that Borrower joins Borrowers join in, assistsassist, cooperatescooperate, or participates participate as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the other Loan Documents. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does Borrowers do not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower Borrowers as it deems appropriate in its sole and absolute discretion. Borrower understands Borrowers understand that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end of the Forbearance Period. The time period between the Forbearance Effective Date and the Forbearance Termination Date is referred to herein as the “Forbearance Period.”

Forbearance Period. Subject to all the terms and conditions set forth herein, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower from the Forbearance Effective Date (as defined in Section 910) until the date (the “Forbearance Termination Date”) which is the earliest to occur of of: (a) December 15August 28, 20142013, (b) the failure after the date hereof of Borrower to comply with any of the terms or undertakings of this Agreement, (c) the occurrence after the date hereof of any Event of Default (other than the Existing Default Defaults and the Anticipated DefaultsDefault) or (d) the date that Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the other Loan Documents. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of the Existing Defaults or of the Anticipated Default (if such Anticipated Default does occur) or any existing other present or future Event of Default whether or Event of Default which may arise in the future after the date of execution of this Agreementnot known to Bank. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end of the Forbearance Period. The time period between the Forbearance Effective Date and the Forbearance Termination Date is referred to herein as the “Forbearance Period.”

Forbearance Period. Subject to all the terms and conditions set forth hereinFor purposes hereof, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower from the Forbearance Effective Date (as defined in Section 9) until the date (the “Forbearance Termination Date”) which ” is the earliest to occur of (ai) December 15, 20142011, (bii) the failure after the date hereof of Borrower any of the Borrowers to comply with any of the terms or undertakings of this Forbearance Agreement, including, without limitation, the covenants set forth in Section 3 hereof, (ciii) the failure after the date hereof of any of the Borrowers to comply with any of the terms or undertakings of any amendment, waiver, forbearance or similar agreement with its other lenders or the expiration, for any reason, of any deferral, forbearance or similar period granted by any such other lender, and (iv) the occurrence after the date hereof of any Default or Event of Default (other than the Existing Payment Event of Default and the Anticipated Specified Defaults) or (d) ). Upon the date that Borrower joins inForbearance Termination Date, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any agreement of the transactions contemplated by any Lender to forbear from exercising its rights and remedies in respect of the other Loan Documents. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Payment Event of Default and to waive the Finance Covenant Compliance Events of Default, each as set forth herein, shall automatically, without the requirement of any notice to any Borrower, terminate (and the Specified Defaults shall automatically be reinstated, without the requirement of any notice to any Borrower or Event of Default which may arise in otherwise, for all purposes und the future Loan Documents for all periods, including periods after the date of execution of this Agreement. If Borrower does not comply with Forbearance Termination Date) and the terms of this Agreement, Bank shall have no further obligations under this Agreement and Lender shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate free in its sole and absolute discretion. Borrower understands that Bank has made no commitment discretion to proceed to enforce any or all of their rights and is under no obligation whatsoever remedies set forth in this Forbearance Agreement, the Loan Agreement and applicable law, including, without limitation, the right to grant any additional extensions of time at demand the end immediate repayment of the Forbearance Period. The time period between the Forbearance Effective Date Loan and the Forbearance Termination Date is referred right to herein as immediate repayment and satisfaction of all other Obligations under the “Forbearance PeriodLoan Agreement in full.”

Forbearance Period. Subject to all the terms and conditions set forth 3.1 Except as otherwise specifically provided herein, Bank during the Forbearance Period, the Agent and the Lenders shall forbear from filing exercising any legal action or instituting or enforcing any rights and remedies it may have against Borrower from the Forbearance Effective Date (as defined in Section 9) until the date (the “Forbearance Termination Date”) which is the earliest to occur of (a) December 15, 2014, (b) the failure after the date hereof of Borrower to comply with any of the terms or undertakings of this Agreement, (c) the occurrence after the date hereof of any Event of Default (other than the Existing Default and the Anticipated Defaults) or (d) the date that Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or default-related to any of the transactions contemplated by any of the other Loan Documents. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole FKP or the Stock of FKP (such default-related remedies, "Enforcement Actions" and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever such agreements to grant any additional extensions of time at the end of the Forbearance Period. The time period between the Forbearance Effective Date and the Forbearance Termination Date is forbear are collectively referred to herein as the “agreement to "Forbear"); PROVIDED, HOWEVER, (i) FKP and the FKP Buyers shall comply during the Forbearance Period with all limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Financing Agreements and the FKP Buyer Agreements during the continuance of any Defaults or Events of Default, (ii) nothing herein shall restrict, impair or otherwise affect Agent's or any other Lender's or the Swingline Lender's rights and remedies under the Subordination Agreement or other agreements containing subordination provisions in favor of Agent or any other Lender or the Swingline Lender (including, without limitation, any rights or remedies available to Agent or any other Lender or the Swingline Lender as a result of the occurrence or continuation of any Specified Default) or amend or modify any provision thereof, and (iii) nothing herein shall limit, restrict or otherwise impair or affect any rights or remedies of any of Agent, Lenders and Swingline Lender against any Non-FKP Borrower or Parent or any obligations or liabilities of any Non-FKP Borrower or Parent thereunder. Upon a Termination Event, Agent, each Lender's and the Swingline Lender's agreement hereunder to Forbear during the Forbearance Period shall immediately terminate, without the requirement of any demand, presentment, protest or notice of any kind, all of which each of the Borrowers, the Parent and the FKP Buyers waives. All rights and remedies of Agent, Lenders and the Swingline Lender in connection with the Specified Defaults are hereby reserved and, except as otherwise expressly provided in this Section 3.1, may be exercised at any time (including during the Forbearance Period).”

Forbearance Period. Subject to all the terms and conditions set forth 3.1 Except as otherwise specifically provided herein, Bank during the Forbearance Period, the Agent and the Lenders shall forbear from filing exercising any legal action or instituting or enforcing any rights and remedies it may have against Borrower from the Forbearance Effective Date (as defined in Section 9) until the date (the “Forbearance Termination Date”) which is the earliest to occur of (a) December 15, 2014, (b) the failure after the date hereof of Borrower to comply with any of the terms or undertakings of this Agreement, (c) the occurrence after the date hereof of any Event of Default (other than the Existing Default and the Anticipated Defaults) or (d) the date that Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or default-related to any of the transactions contemplated by any of the other Loan Documents. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole FKP or the Stock of FKP (such default-related remedies, "Enforcement Actions" and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever such agreements to grant any additional extensions of time at the end of the Forbearance Period. The time period between the Forbearance Effective Date and the Forbearance Termination Date is forbear are collectively referred to herein as the “agreement to "Forbear"); PROVIDE, however, (1) FKP and the FKP Buyers shall comply during the Forbearance Period with all limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Financing Agreements and the FKP Buyer Agreements during the continuance of any Defaults or Events of Default, (ii) nothing herein shall restrict, impair or otherwise affect Agent's or any other Lender's or the Swingline Lender's rights and remedies under the Subordination Agreement or other agreements containing subordination provisions in favor of Agent or any other Lender or the Swingline Lender (including, without limitation, any rights or remedies available to Agent or any other Lender or the Swingline Lender as a result of the occurrence or continuation of any Specified Default) or amend or modify any provision thereof, and (iii) nothing herein shall limit, restrict or otherwise impair or affect any rights or remedies of any of Agent, Lenders and Swingline Lender against any Non-FKP Borrower or Parent or any obligations or liabilities of any Non-FKP Borrower or Parent thereunder. Upon a Termination Event, Agent, each Lender's and the Swingline Lender's agreement hereunder to Forbear during the Forbearance Period shall immediately terminate, without the requirement of any demand, presentment, protest or notice of any kind, all of which each of the Borrowers, the Parent and the FKP Buyers waives. All rights and remedies of Agent, Lenders and the Swingline Lender in connection with the Specified Defaults are hereby reserved and, except as otherwise expressly provided in this Section 3. 1, may be exercised at any time (including during the Forbearance Period).”

Forbearance Period. Subject to all (i) During the terms and conditions set forth herein, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower period from the Forbearance Effective Date (as defined in Section 9below) until the date April 12, 2011 (the “Forbearance Termination DatePeriod”), each of the Administrative Agent and the Lender hereby agrees to forbear (the “Forbearance”) which is from exercising its rights and remedies under the earliest to occur of (a) December 15, 2014, (b) Credit Agreement and the failure after the date hereof of Borrower to comply with any other Loan Documents arising as a result of the terms or undertakings of this AgreementForbearance Default; provided, (c) however, that upon the occurrence after the date hereof of any Event of Default (other than the Existing Default Forbearance Default, including the Events of Defaults set forth in Section 1(d) hereof, the Forbearance Period shall automatically and immediately terminate, and the Anticipated Defaults) or (d) Administrative Agent and the date that Borrower joins inLender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreement, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the other Loan DocumentsDocuments and applicable law, without further notice other than as required therein. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end Upon termination of the Forbearance Period. The time period between , (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the Forbearance Effective Date Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance Termination Date is referred had not been agreed to herein by the parties hereto and (C) subject to the terms of the Credit Agreement, the Loan Documents and applicable law, the Lender may thereafter, without limitation, xxx, ask for or demand from the Loan Parties payment of the Obligations due and payable to such Lender, in whole or in part, and otherwise enforce any of its rights and remedies (including rights of acceleration and foreclosure) provided for under the Credit Agreement, the Loan Documents or applicable law against any party. Each of the Loan Parties party hereto agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the “Forbearance Periodextent expressly set forth in this Agreement, all rights and remedies of the Lender under the Credit Agreement, the Loan Documents or applicable law with respect to such Loan Party shall continue to be available to the Lender from and after the Effective Date.”

Forbearance Period. Subject to all the terms and conditions set forth hereinfollowing conditions, Bank shall Lender agrees to forbear from filing any legal action or instituting or enforcing any its rights and remedies it may have against Borrower from under the Forbearance Effective Date (as defined in Section 9) until Loan Documents with respect to the Specified Defaults through the date upon which Lender has received and accepted of all of the parts ordered by Lender under that certain parts purchase order identified by P.O. 4500172179 issued on August 22, 2008 by Lender to Borrower (the “"Parts Order") (the "Forbearance Termination Date”) which is Period"): There are no further or additional Events of Default under the earliest to occur of (a) December 15, 2014, (b) the failure after the date hereof of Borrower to comply Credit Agreement; Simultaneous with any of the terms or undertakings providing originally executed copies of this Agreement, (c) the occurrence after the date hereof Borrower provides fully executed originals of any Event of Default (other than the Existing Default all certificates and the Anticipated Defaults) or (d) the date that reaffirmations hereto; and Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection complies with or related to any of the transactions contemplated by any of the other Loan Documents. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the all terms and conditions of this Agreement, Bank shall have no the Credit Agreement (as amended hereby) and the Loan Documents. Upon the occurrence of any additional or further obligations Events of Default or of a default under this Agreement Agreement, Lender may, at its option and shall be permitted to without further notice, terminate the Forbearance Period and exercise at such time any all rights and remedies against Borrower as it deems appropriate in its sole available under the Credit Agreement, the Loan Documents and absolute discretion. Borrower understands that Bank has made no commitment applicable law, and is under no obligation whatsoever to grant any additional extensions all of time at the end Indebtedness will immediately become due and payable upon expiration or termination of the Forbearance Period. The time period between However, if no further or additional defaults or Events of Default (including, without limitation, recurrence of the Forbearance Effective Date Specified Defaults) have occurred under the Credit Agreement, this Agreement or the other Loan Documents prior to the date upon which Lender has received and accepted of all of the Forbearance Termination Date is referred parts ordered by Lender under the Parts Order, then all of the Specified Defaults shall be deemed to herein be waived effective as the “Forbearance Periodof that date.”

Forbearance Period. Subject to all the terms and conditions set forth herein, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower from the Forbearance Effective Date (as defined in Section 911) until the date (the “Forbearance Termination Date”) which is the earliest to occur of (a) December 15Xxxxx 00, 20140000, (bx) the failure after the date hereof of Borrower to comply with any of the terms or undertakings of this Agreement, (c) the occurrence after the date hereof of any Event of Default (other than the Existing Default and the Anticipated Defaults) or ), (d) the date that Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the other Loan Documents. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of the Existing Defaults or any existing other present or future Event of Default whether or Event of Default which may arise in the future after the date of execution of this Agreementnot known to Bank. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end of the Forbearance Period. The time period between the Forbearance Effective Date and the Forbearance Termination Date is referred to herein as the “Forbearance Period.”

Forbearance Period. Subject to all As used in this Forbearance Agreement and Amendment, the terms and conditions set forth herein, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower from term “Forbearance Period” means the period beginning on the Forbearance Effective Date (as defined in Section 9below) until and ending upon the date (the “Forbearance Termination Date”) which is occurrence of the earliest to occur of (asuch earliest event, the “Forbearance Termination Event”): (i) December 155:00 p.m. (New York City time) on April 30, 20142024 (the “Scheduled Termination Date”) (or such later date as may be requested by the Borrower and consented to in writing (including via e-mail) by the Administrative Agent, (b) the failure after the date hereof of Borrower to comply with any on behalf of the terms or undertakings of this Agreement, Required Lenders); (cii) (x) the occurrence after the date hereof of any Event of Default (other than the Existing Specified Events of Default) or any failure of the Borrower or any other Credit Party to comply timely with any term, condition, or covenant set forth in this Forbearance Agreement and Amendment (each such failure, a “Forbearance Default”) and any such Forbearance Default continues unremedied or unwaived for ten (10) calendar days and (y) notice by the Administrative Agent to the Borrower of termination of the Forbearance Period. From and after the occurrence of the Forbearance Termination Event, the Forbearance Period, and all forbearance obligations of the Lenders and the Anticipated Defaults) Administrative Agent hereunder, shall automatically terminate, without any requirement of notice or (d) declaration of any kind. From and after the date that Borrower joins inoccurrence of the Forbearance Termination Event, assists, cooperates, or participates as an adverse party or adverse witness in the Administrative Agent and the Lenders shall be entitled to exercise and to enforce any suit or other proceeding against Bank relating and all rights and remedies available to the Obligations in connection with or related to Administrative Agent and/or any of the transactions contemplated by Lenders under the Credit Agreement, any of the other Loan Documents. Except , at law or otherwise against the Borrower or the Guarantors or in relation to the Collateral, including, without limitation, any and all rights and remedies to which the Administrative Agent and/or any of the Lenders is or may become entitled as expressly provided herein, this Agreement does not constitute a waiver or release by Bank consequence of any Obligations Events of Default that have occurred prior to, during or after the Forbearance Period (including the Specified Events of any existing Default). For the avoidance of doubt, notwithstanding anything to the contrary in this Forbearance Agreement and Amendment, immediately and automatically upon occurrence of an Event of Default or under Section 10.1(f) of the Credit Agreement, all Obligations will become immediately due and payable, and the Lenders and the Administrative Agent shall become entitled to immediately exercise all rights, remedies, powers and privileges with respect to such Event of Default which may arise as provided in Article X of the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Credit Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time in each case, without requirement for any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretionnotice, presentment, demand or any other action on the part of any Lender, the Administrative Agent or any other Person. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end of the Forbearance Period. The time period between the Forbearance Effective Date and the Forbearance Termination Date is referred to herein as the “Forbearance Period.”(d)

Forbearance Period. Subject to all the terms and conditions herein set forth and in reliance upon the Issuer’s representations, acknowledgments, agreements and warranties herein contained, including, without limitation, the satisfaction of the conditions precedent described in Section 5 herein, Bank shall the Holders agree that during the Forbearance Period they will forbear from filing any legal action exercising remedial rights under the Notes solely in respect of the Specified Defaults. The Holders’ agreement to forbear is temporary and limited in nature and shall not be deemed: (i) to preclude or instituting or enforcing prevent the Holders from exercising any rights and remedies it may have against Borrower from under the Forbearance Effective Date (as defined in Section 9) until the date (the “Forbearance Termination Date”) which is the earliest to occur Notes, applicable law or otherwise arising on account of (aA) December 15, 2014, (b) the failure after the date hereof of Borrower to comply with any of the terms or undertakings of this Agreement, (c) the occurrence after the date hereof of any Event of Default (other than the Existing Default and the Anticipated Defaults) or (d) the date that Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the other Loan Documents. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise other than the Specified Defaults, (B) the Specified Defaults from and after the occurrence of any of the events set forth in Section 3 hereof, or (C) subject to the future limitations set forth in Section 7 below, the right to seek payment of attorneys’ fees and other costs and expenses in connection with the preparation, negotiation, execution and delivery of this Agreement and in connection with the negotiation, documentation and analysis of any proposed “work out”, restructuring, funding or amendment to the Notes prior to or after the date of execution this Agreement and the exercise of this Agreementthe rights and remedies described under Section 7; (ii) to effect any amendment of the Notes, which shall remain in full force and effect in accordance with its terms; (iii) to constitute a waiver of the Specified Defaults or any other Default or Event of Default (whether now existing or hereafter occurring) (each Default or Event of Default other than any Specified Default, an “Other Default”) or any term or provision of the Notes; or (iv) to establish a custom or course of dealing among the Issuer and the Holders. If Borrower does not comply The Issuer further acknowledges and agrees that interest on the Notes will continue to accrue in accordance with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end of the Forbearance Period. The time period between the Forbearance Effective Date and the Forbearance Termination Date is referred to herein as the “Forbearance PeriodNotes.”

Forbearance Period. Subject to all (i) During the terms and conditions set forth herein, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower period from the Forbearance Effective Date (as defined in Section 9below) until the date April 15, 2011 (the “Forbearance Termination DatePeriod”), each of the Administrative Agent and the Lender hereby agrees to forbear (the “Forbearance”) which is from exercising its rights and remedies under the earliest to occur of (a) December 15, 2014, (b) Credit Agreement and the failure after the date hereof of Borrower to comply with any other Loan Documents arising as a result of the terms or undertakings of this AgreementForbearance Default; provided, (c) however, that upon the occurrence after the date hereof of any Event of Default (other than the Existing Default Forbearance Default, including the Events of Defaults set forth in Section 1(d) hereof, the Forbearance Period shall automatically and immediately terminate, and the Anticipated Defaults) or (d) Administrative Agent and the date that Borrower joins inLender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreement, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the other Loan DocumentsDocuments and applicable law, without further notice other than as required therein. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end Upon termination of the Forbearance Period. The time period between , (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the Forbearance Effective Date Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance Termination Date is referred had not been agreed to herein by the parties hereto and (C) subject to the terms of the Credit Agreement, the Loan Documents and applicable law, the Lender may thereafter, without limitation, xxx, ask for or demand from the Loan Parties payment of the Obligations due and payable to such Lender, in whole or in part, and otherwise enforce any of its rights and remedies (including rights of acceleration and foreclosure) provided for under the Credit Agreement, the Loan Documents or applicable law against any party. Each of the Loan Parties party hereto agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the “Forbearance Periodextent expressly set forth in this Agreement, all rights and remedies of the Lender under the Credit Agreement, the Loan Documents or applicable law with respect to such Loan Party shall continue to be available to the Lender from and after the Effective Date.”

Forbearance Period. Subject to all the terms and conditions set forth hereinfollowing conditions, Bank shall Lender agrees to forbear from filing any legal action or instituting or enforcing any its rights and remedies it may have against Borrower from under the Forbearance Effective Date (as defined in Section 9) until Loan Documents with respect to the Specified Defaults through the date upon which Lender has received and accepted all of the parts ordered by Lender under that certain parts purchase order identified by P.O. 4500172179 issued on August 22, 2008 by Lender to Parent (the “"Parts Order") (the "Forbearance Termination Date”) which is Period"): There are no further or additional Events of Default under the earliest to occur of (a) December 15, 2014, (b) the failure after the date hereof of Borrower to comply Credit Agreement; Simultaneous with any of the terms or undertakings providing originally executed copies of this Agreement, (c) the occurrence after the date hereof Borrower provides fully executed originals of any Event of Default (other than the Existing Default all certificates and the Anticipated Defaults) or (d) the date that Borrower joins inreaffirmations hereto, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection along with or related to any complete copies of the transactions contemplated by October 22, 2001 Shareholders' Declaration and any of the other Loan Documents. Except as expressly provided herein, this Agreement does not constitute a waiver documents or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise in the future after the date of execution of this Agreement. If agreements regarding shareholders' rights; and Borrower does not comply complies with the all terms and conditions of this Agreement, Bank shall have no the Credit Agreement (as amended hereby) and the Loan Documents. Upon the occurrence of any additional or further obligations Events of Default or of a default under this Agreement Agreement, Lender may, at its option and shall be permitted to without further notice, terminate the Forbearance Period and exercise at such time any all rights and remedies against Borrower as it deems appropriate in its sole available under the Credit Agreement, the Loan Documents and absolute discretion. Borrower understands that Bank has made no commitment applicable law and is under no obligation whatsoever to grant any additional extensions all of time at the end Indebtedness will immediately become due and payable upon the expiration or termination of the Forbearance Period. The time period between However, if no further or additional defaults or Events of Default (including, without limitation, recurrence of the Forbearance Effective Date Specified Defaults) have occurred under the Credit Agreement, this Agreement or the other Loan Documents prior to the date upon which Lender has received and accepted all of the Forbearance Termination Date is referred parts ordered by Lender under the Parts Order, then all of the Specified Defaults shall be deemed to herein be waived effective as the “Forbearance Periodof that date.”

Forbearance Period. Subject to all the terms and conditions set forth herein, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower from the Forbearance Effective Date (as defined in Section 910) until the date (the “Forbearance Termination Date”) which is the earliest to occur of (a) December 1520, 20142013, (b) the failure after the date hereof of Borrower to comply with any of the terms or undertakings of this Agreement, (c) the occurrence after the date hereof of any Event of Default (other than the Existing Default and the Anticipated Defaults) ), or (d) the date that Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the other Loan Documents. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default other than the Existing Defaults or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end of the Forbearance Period. The time period between the Forbearance Effective Date and the Forbearance Termination Date is referred to herein as the “Forbearance Period.”

Forbearance Period. Subject to all (i) During the terms and conditions set forth herein, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower period from the Forbearance Effective Date (as defined in Section 9below) until the date January 31, 2011 (the “Forbearance Termination DatePeriod”), each of the Administrative Agent and the Lender hereby agrees to forbear (the “Forbearance”) which is from exercising its rights and remedies under the earliest to occur of (a) December 15, 2014, (b) Credit Agreement and the failure after the date hereof of Borrower to comply with any other Loan Documents arising as a result of the terms or undertakings of this AgreementForbearance Default; provided, (c) however, that upon the occurrence after the date hereof of any Event of Default (other than the Existing Default Forbearance Default, including the Events of Defaults set forth in Section 1(c) hereof, the Forbearance Period shall automatically and immediately terminate, and the Anticipated Defaults) or (d) Administrative Agent and the date that Borrower joins inLender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreement, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the other Loan DocumentsDocuments and applicable law, without further notice other than as required therein. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end Upon termination of the Forbearance Period. The time period between , (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the Forbearance Effective Date Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance Termination Date is referred had not been agreed to herein by the parties hereto and (C) subject to the terms of the Credit Agreement, the Loan Documents and applicable law, the Lender may thereafter, without limitation, xxx, ask for or demand from the Loan Parties payment of the Obligations due and payable to such Lender, in whole or in part, and otherwise enforce any of its rights and remedies (including rights of acceleration and foreclosure) provided for under the Credit Agreement, the Loan Documents or applicable law against any party, subject to any defenses available at law or equity as a result of Lender’s Breach. Each of the “Forbearance PeriodLoan Parties agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the extent expressly set forth in this Agreement, all rights and remedies of the Lender under the Credit Agreement, the Loan Documents or applicable law with respect to such Loan Party shall continue to be available to the Lender from and after the Effective Date.”

Forbearance Period. Subject to all (i) During the terms and conditions set forth herein, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower period from the Forbearance Effective Date (as defined in Section 9below) until the date August 8, 2011 (the “Forbearance Termination DatePeriod”), each of the Administrative Agent and the Lender hereby agrees to forbear (the “Forbearance”) which is from exercising its rights and remedies under the earliest to occur of (a) December 15, 2014, (b) Credit Agreement and the failure after the date hereof of Borrower to comply with any other Loan Documents arising as a result of the terms or undertakings of this AgreementForbearance Default; provided, (c) however, that upon the occurrence after the date hereof of any Event of Default (other than the Existing Default Forbearance Default, including the Events of Defaults set forth in Section 1(c) hereof, the Forbearance Period shall automatically and immediately terminate, and the Anticipated Defaults) or (d) Administrative Agent and the date that Borrower joins inLender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreement, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the other Loan DocumentsDocuments and applicable law, without further notice other than as required therein. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end Upon termination of the Forbearance Period. The time period between , (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the Forbearance Effective Date Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance Termination Date is referred had not been agreed to herein by the parties hereto and (C) subject to the terms of the Credit Agreement, the Loan Documents and applicable law, the Lender may thereafter, without limitation, xxx, ask for or demand from the Loan Parties payment of the Obligations due and payable to such Lender, in whole or in part, and otherwise enforce any of its rights and remedies (including rights of acceleration and foreclosure) provided for under the Credit Agreement, the Loan Documents or applicable law against any party. Each of the Loan Parties party hereto agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the “Forbearance Periodextent expressly set forth in this Agreement, all rights and remedies of the Lender under the Credit Agreement, the Loan Documents or applicable law with respect to such Loan Party shall continue to be available to the Lender from and after the Effective Date.”