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 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 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). 3.2 Each of the Borrowers, the Parent and the FKP Buyers acknowledges and agrees that no action taken by the Agent or any Lender prior to the date hereof, and nothing in this Agreement, shall: (x) create any obligation to (A) make any further Loans or issue any Lender Guaranties, except as set forth herein with respect to FKP, or (B) forbear from taking any or all Enforcement Actions after a Termination Event, (y) except as set forth in Section 5 hereof, constitute a waiver or modification of any term or condition of the Financing Agreements, or (z) constitute a waiver of any Default or Event of Default, any unsatisfied condition precedent or, except for the agreement to Forbear, otherwise prejudice any rights or remedies which the Agent and Lenders now have or may have in the future, including, without limitation, all rights and remedies in connection with the Specified Defaults. Nothing contained herein shall in any way be deemed to limit or prevent the Agent or the Required Lenders, upon the occurrence of a Termination Event, from taking any or all Enforcement Actions, in each case without notice or demand and at the option of Agent (in its discretion or upon demand by the Required Lenders). Without limiting the generality of the foregoing, subject only to Agent and each Lender's agreement to continue to Forbear during the Forbearance Period, Agent and Lenders expressly reserve all rights and remedies which Agent and Lenders now have or may have in the future, including, without limitation, all rights and remedies in connection with the Specified Defaults. 3.3 Any agreement by Agent and Lenders to extend the Forbearance Period must set forth in writing and signed by an officer of each such party. Each of the Borrowers, the Parent and the FKP Buyers acknowledges that neither Agent nor any Lender has made any assurances to any or all of the Borrowers, the Parent and the FKP Buyers concerning the likelihood of an extension of the Forbearance Period.” 3.4 Each of the Borrowers, the Parent and the FKP Buyers acknowledges and agrees that any Revolving Loans, Swingline Loans or Lender Guaranties which the Agent, Lenders and the Swingline Lender make on or after the date hereof has been made by Agent, Lenders and the Swingline Lender in reliance upon, and as consideration for, among other things, the general releases contained in Section 7 hereof and the other covenants and agreements of Borrowers, the Parent and the FKP Buyers hereunder. 3.5 Each of the Parent and the Borrowers reaffirms its obligation under the Loan Agreement and the other Financing Agreements and applicable law to remit immediately to Agent for application to the Obligations all proceeds of Collateral and the Pledged Collateral (as defined in the Parent Pledge Agreement). All payments by FKP to Agent, and all Collateral proceeds owned and remitted by FKP to Agent, shall be applied by Agent to the FKP Loan Obligations.

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 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 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 (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 Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance had not been agreed to 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, ▇▇▇, 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 Loan 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. (ii) It is understood and agreed that interest shall accrue from the Effective Date and through the remainder of the Forbearance Termination Date is referred Period on the outstanding Obligations at the applicable default rates provided for pursuant to herein as the “Forbearance PeriodCredit Agreement.”

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). 3.2 Each of the Borrowers, the Parent and the FKP Buyers acknowledges and agrees that no action taken by the Agent or any Lender prior to the date hereof, and nothing in this Agreement, shall: (x) create any obligation to (A) make any further Loans or issue any Lender Guaranties, except as set forth herein with respect to FKP, or (B) forbear from taking any or all Enforcement Actions after a Termination Event, (y) except as set forth in Section 5 hereof, constitute a waiver or modification of any term or condition of the Financing Agreements, or (z) constitute a waiver of any Default or Event of Default, any unsatisfied condition precedent or, except for the agreement to Forbear, otherwise prejudice any rights or remedies which the Agent and Lenders now have or may have in the future, including, without limitation, all rights and remedies in connection with the Specified Defaults. Nothing contained herein shall in any way be deemed to limit or prevent the Agent or the Required Lenders, upon the occurrence of a Termination Event, from taking any or all Enforcement Actions, in each case without notice or demand and at the option of Agent (in its discretion or upon demand by the Required Lenders). Without limiting the generality of the foregoing, subject only to Agent and each Lender's agreement to continue to Forbear during the Forbearance Period, Agent and Lenders expressly reserve all rights and remedies which Agent and Lenders now have or may have in the future, including, without limitation, all rights and remedies in connection with the Specified Defaults. 3.3 Any agreement by Agent and Lenders to extend the Forbearance Period must be set forth in writing and signed by an officer of each such party. Each of the Borrowers, the Parent and the FKP Buyers acknowledges that neither Agent nor any Lender has made any assurances to any or all of the Borrowers, the Parent and the FKP Buyers concerning the likelihood of an extension of the Forbearance Period.” 3.4 Each of the Borrowers, the Parent and the FKP Buyers acknowledges and agrees that any Revolving Loans, Swingline Loans or Lender Guaranties which the Agent, Lenders and the Swingline Lender make on or after the date hereof has been made by Agent, Lenders and the Swingline Lender in reliance upon, and as consideration for, among other things, the general releases contained in Section 7 hereof and the other covenants and agreements of Borrowers, the Parent and the FKP Buyers hereunder. 3.5 Each of the Parent and the Borrowers reaffirms its obligation under the Loan Agreement and the other Financing Agreements and applicable law to remit immediately to Agent for application to the Obligations all proceeds of Collateral and the Pledged Collateral (as defined in the Parent Pledge Agreement). All payments by FKP to Agent, and all Collateral proceeds owned and remitted by FKP to Agent, shall be applied by Agent to the FKP Loan Obligations.

Forbearance Period. (a) Each of the Borrowers and the Guarantor hereby acknowledges and confirms (i) the occurrence and continuance of each of the Existing Defaults, and (ii) that the Existing Defaults are material in nature. (b) Subject to all the terms and conditions set forth hereof, including, without limitation, the satisfaction of the conditions precedent described in Section 6 herein, Bank shall forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower each of the Lenders agrees that during the period from the Forbearance Effective Date (as defined time that all conditions precedent described in Section 96 herein are satisfied through the earlier of (i) until 2:00 p.m. (Eastern Time) on April 28, 2006, or (ii) the date occurrence of a Terminating Event (the “Forbearance Termination DatePeriod”) which is ), it will forbear from exercising remedies under the earliest to occur Credit Agreement and the Loan Documents in respect of the Existing Defaults, other than: (a) December 15, 2014, (bi) the failure after right upon the date hereof occurrence of Borrower a Terminating Event to comply with any of collect interest at the terms or undertakings of this Agreement, Default Rate and (cii) the occurrence after the date hereof of any Event of Default (other than the Existing Default rights 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 remedies described 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 rights and remedies the future after Borrowers acknowledges and confirms that the date of execution of this Agreement. If Borrower does not comply with Lenders are entitled to exercise pursuant to the terms of this Agreement. (c) During the Forbearance Period, Bank shall have no further obligations interest due under this the Credit 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 will: (i) accrue at the end Default Rate, and (ii) be paid at the rate provided for in the Credit Agreement as if an Event of Default had not occurred. The difference between the interest accrued and the interest paid shall hereafter be referred to as the “PIK Spread”. The PIK Spread shall become due and payable at the expiration or termination of the Forbearance Period. GE Capital hereby agrees to waive the PIK Spread provided that: (I) a Terminating Event does not occur hereunder, (II) the Debtor accepts GE Capital’s proposal for the DIP Credit Facility as provided in Section 7(c)(iii) hereof, and (III) GE Capital provides the Replacement Facility (as defined in the Waiver Agreement). The time period between term Replacement Facility as used in the Forbearance Effective Date Waiver Agreement shall mean an exit credit facility to enable Borrowers to emerge from Chapter 11 and replace or refinance the Forbearance Termination Date is referred to herein as Credit Agreement (and such DIP facility provided by GE Capital in the “Forbearance PeriodChapter 11 case).”

Forbearance Period. Subject (a) During the Second Extended Forbearance Period (as defined below), Lender agrees to all the terms and conditions set forth herein, Bank shall forbear from filing exercising any legal right or remedy against Borrowing Parties with respect to the Existing Default, provided (i) there shall occur no Event of Default other than the Existing Default, and (ii) Borrower shall continue to make monthly Payments of accrued interest on the Payment Date as contemplated by Section 2.2.1 of the Loan Agreement. Nothing herein shall be construed as an agreement by Lender from asserting any affirmative defense, cross-claim, counterclaim or third-party claim in any action or instituting proceeding that is now pending or enforcing may hereafter be commenced. Lender’s agreement to forbear from exercising any rights or remedies in accordance with this paragraph shall commence as of 5:00 PM Eastern time, July 11, 2007 and remedies it may have against Borrower from continue until 5:00 PM Eastern time, October 11, 2007, unless earlier terminated as a result of the Forbearance Effective Date occurrence of an Additional Default (as defined in Section 9the Forbearance Agreement) until the date (the “Second Extended Forbearance Termination DatePeriod”) ). Upon and after the expiration of the Second Extended Forbearance Period, Lender shall be free to exercise any right or remedy to which is Lender heretofore or hereafter shall be entitled without regard to this paragraph. Nothing contained herein shall be deemed to limit Borrower’s obligations to make all payments due under the earliest to occur Loan Documents other than the repayment of (a) December 15the principal balance, 2014, all of which obligations shall remain in full force and effect. (b) During the failure after Second Extended Forbearance Period, so long as no Additional Default shall occur, Borrower shall not be obligated to pay the date hereof of Borrower to comply with any Late Charges accruing as contemplated by Section 8 of the terms or undertakings Note. Provided that Borrower pays the Obligations in full prior to the expiration of this Agreementthe Second Extended Forbearance Period, Lender shall waive such Late Charges in their entirety. (c) During the occurrence after Second Extended Forbearance Period, so long as no Additional Default shall occur, although shall accrue at the date hereof Default Rate as contemplated by Section 7.2 of any Event of Default (other than the Existing Default Note, Borrower shall continue to pay interest at the Interest Rate, and the Anticipated Defaultsdifference between interest accruing at the Interest Rate and the Default Rate (the “Interest Differential”) or (d) the date shall be deferred. Provided 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 pays the Obligations in connection with or related full prior to any the expiration of the transactions contemplated by any of Second Extended Forbearance Period, Lender shall waive 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 Interest Differential 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 Periodentirety.”

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, ▇▇▇, 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 (a) During the Third Extended Forbearance Period (as defined below), Lender agrees to all the terms and conditions set forth herein, Bank shall forbear from filing exercising any legal right or remedy against Borrowing Parties with respect to the Existing Default, provided (i) there shall occur no Event of Default other than the Existing Default, and (ii) Borrower shall continue to make monthly Payments of accrued interest on the Payment Date as contemplated by Section 2.2.1 of the Loan Agreement. Nothing herein shall be construed as an agreement by Lender from asserting any affirmative defense, cross-claim, counterclaim or third-party claim in any action or instituting proceeding that is now pending or enforcing may hereafter be commenced. Lender’s agreement to forbear from exercising any rights or remedies in accordance with this paragraph shall and remedies it may have against Borrower from continue until 5:00 PM Eastern time, May 11, 2008, unless earlier terminated as a result of the Forbearance Effective Date occurrence of an Additional Default (as defined in Section 9the Forbearance Agreement) until the date (the “Third Extended Forbearance Termination DatePeriod”) which is the earliest ). Subject to occur of (a) December 15, 2014, paragraph (b) the failure below, upon and after the date hereof of Borrower to comply with any expiration of the Third Extended Forbearance Period, Lender shall be free to exercise any right or remedy to which Lender heretofore or hereafter shall be entitled without regard to this paragraph. Nothing contained herein shall be deemed to limit Borrower’s obligations to make all payments due under the Loan Documents other than the repayment of the principal balance, all of which obligations shall remain in full force and effect. (b) Notwithstanding the forgoing, Borrower shall be entitled to further extend the Third Extended Forbearance Period until July 11, 2008, subject to satisfaction of the following conditions: (i) Borrower shall have provided written notice of its election to extend the Third Extended Forbearance Period no later than April 11, 2008; (ii) No Additional Default has occurred; (iii) Borrower shall make a payment of $1,000,000.00 to be applied to the outstanding principal balance of the Loan no later than May 11, 2008; (iv) Together with its written notice to so extend the Third Extended Forbearance Period, Borrower shall deliver to Lender an additional Interest Payment in the amount necessary (as determined by Lender) to cover the interest estimated to accrue during the remainder of the Third Extended Forbearance Period; and (v) Subject to the terms or undertakings of this Agreement, subparagraph (c) below, Borrower shall demonstrate to Lender's satisfaction that it has completed the occurrence after Work at its own expense in accordance with the Budget. (c) If the Work has not been completed by May 11, 2008 despite Borrower's good faith efforts to complete same, Borrower may elect to extend the Third Extended Forbearance Period by depositing with Lender the amount necessary to complete the Work (the "Work Escrow"), in which event (i) Lender shall hold the Work Escrow in a non-interest bearing account (which need not be a segregated account), (ii) so long as no Additional Default shall occur, Lender shall disburse portions of the Work Escrow to the parties entitled thereto upon delivery of Borrower's request therefor (to be delivered to Lender at least five (5) Business Days prior to the date hereof on which Borrower requests each such disbursement to be made), which request shall specify the costs of any Event of Default the Work to be paid and shall be accompanied by a certificate from Borrower (other than 1) stating that the Existing Default Work for which such disbursement is sought has been completed in a good and workmanlike manner in accordance with all applicable legal requirements and (2) identifying each party that supplied materials, labor, work, services, or equipment in connection with the Anticipated DefaultsWork for which such disbursement is sought. Borrower shall continue to use good faith efforts to complete the Work in a timely fashion. In the event that Lender determines in its reasonable discretion that the Work Escrow is not sufficient to complete the Work in accordance with the Budget, Borrower shall have deposit with Lender the additional funds necessary to complete the Work within five (5) or Business Days after Lender notifies Borrower. (d) During the date Third Extended Forbearance Period, so long as no Additional Default shall occur, Borrower shall not be obligated to pay the Late Charges accruing as contemplated by Section 8 of the Note. Provided 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 pays the Obligations in connection with or related full prior to any the expiration of the transactions Third Extended Forbearance Period, Lender shall waive such Late Charges in their entirety (e) During the Third Extended Forbearance Period, so long as no Additional Default shall occur, although interest shall accrue at the Default Rate as contemplated by any Section 7.2 of the other Loan Documents. Except as expressly provided hereinNote, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Borrower shall continue to pay interest at the Interest Rate, and the difference between interest accruing at the Interest Rate and the Default or Event of Default which may arise in Rate (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 “ContinuedInterest Differential”) shall be permitted deferred. Provided that Borrower pays the Obligations in full prior to exercise at such time any rights and remedies against Borrower as it deems appropriate the expiration of the Third Extended Forbearance Period, Lender shall waive the Continued Interest Differential 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 Periodentirety.”

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 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 (a) During the Forbearance Effective Date Period (as defined in Section 9below), Lender agrees to forbear from exercising any right or remedy against Borrowing Parties with respect to the Existing Default, provided (i) until the date (the “Forbearance Termination Date”) which is the earliest to there shall 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 no Event of Default (other than the Existing Default and (ii) Borrower shall continue to make monthly payments of accrued interest on the Anticipated Defaults) Payment Date as contemplated by Section 2.2.1 of the Loan Agreement. Nothing herein shall be construed as an agreement by Lender from asserting any affirmative defense, cross claim, counterclaim or (d) third party claim in any action or proceeding that is now pending or may hereafter be commenced. Lender's agreement to forbear from exercising any rights or remedies in accordance with this paragraph shall commence as of the date hereof and continue until 5:00 PM Eastern time, April 11, 2007, unless earlier terminated as a result of the occurrence of an "Additional Default" (as defined below) (the "Initial Forbearance Period"). Unless extended pursuant to the terms of paragraph (b) below, upon and after the expiration of the Initial Forbearance Period, Lender shall be free to exercise any right or remedy to which Lender heretofore or hereafter shall be entitled without regard to this paragraph. Nothing contained herein shall be deemed to limit Borrower's obligations to make all payments due under the Loan Documents other than the repayment of the principal balance, all of which obligations shall remain in full force and effect. (b) Borrower shall have one (1) option to extend the term of the Initial Forbearance Period for an additional ninety (90) days, i.e., until 5:00 PM Eastern time, July 11, 2007 (the "Extended Forbearance Period"), provided (i) no Other Default shall have occurred, (ii) Borrower delivers written notice to Lender no later than ten (10) Business Days prior to the expiration of the Initial Forbearance Period electing to extend the Initial Forbearance Period and (iii) and on or before July 3, 2007, Borrower shall cause to be delivered to Lender the sum of Five Hundred Thousand ($500,000.00), for application to the outstanding principal balance of the Loan. (c) During the Forbearance Period, so long as no Additional Default shall occur, Borrower shall not be obligated to pay the Late Charges accruing as contemplated by Section 8 of the Note. Provided 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 pays the Obligations in connection with or related full prior 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 expiration of the Forbearance Period. The time period between , Lender shall waive such Late Charges in their entirety. (d) During the Forbearance Effective Date Period, so long as no Additional Default shall occur, although interest shall accrue at the Default Rate as contemplated by Section 7.2 of the Note, Borrower shall continue to pay interest at the Interest Rate, and the Forbearance Termination Date is referred difference between interest accruing at the Interest Rate and the Default Rate (the "Interest Differential") shall be deferred. Provided that Borrower pays the Obligations in full prior to herein as the “expiration of the Forbearance Period, Lender shall waive the Interest Differential in its entirety.”

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 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 Subject 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 Lender agrees to forbear from exercising remedies with respect to Pledged Securities under this Agreement and shall be permitted to exercise at such time any the terms of the Mezzanine B Pledge Agreement, from enforcing Lender’s other rights and remedies against under the terms and provisions of the Mezzanine B Loan Documents, and from enforcing Lender’s rights to prohibit actions Borrower may, but for the Existing Default, otherwise take under the terms and provisions of the Mezzanine B Loan Documents (“Lender’s Enforcement Rights”) 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 a result of the Existing Default (1) for a period of time at beginning on and including the end Effective Date and ending on the earlier to occur of either (A) January 6, 2021 or (B) the date a Forbearance Period. The Termination Event (as defined below) occurs (the “Forbearance Expiration Date,” and the time period between the Forbearance Effective Date and the Forbearance Termination Expiration Date is being herein referred to herein in this Agreement as the “Forbearance Period”), and (2) during the Extended Forbearance Period (as defined below), so long as no Forbearance Termination Event has occurred.” (b) With respect to the Mortgage Loan and the Mezzanine A Loan, Lender shall have no obligation to forbear under this Agreement unless and until (i) the Mortgage Loan Forbearance Agreement is executed, (ii) the Mezzanine A Loan Forbearance Agreement is executed, (iii) each of the Mortgage Lender and the Mezzanine A Lender shall have approved, in writing, this Agreement, and (iv) the Mortgage Loan Forbearance Agreement and the Mezzanine A Loan Forbearance Agreement each shall have been, prior to such execution, approved in writing by Lender. (c) Subject to Borrower’s compliance with the terms hereof, Lender hereby consents to the execution and provisions of the Mortgage Loan Forbearance Agreement and the Mezzanine A Loan Forbearance Agreement.

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 Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance had not been agreed to 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, ▇▇▇, 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 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. (ii) It is understood and agreed that interest shall accrue from the Effective Date and through the remainder of the Forbearance Termination Date is referred Period on the outstanding Obligations at the applicable default rates provided for pursuant to herein as the “Forbearance PeriodCredit Agreement.”

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 Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance had not been agreed to 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, ▇▇▇, 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 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. (ii) It is understood and agreed that interest shall accrue from the Effective Date and through the remainder of the Forbearance Termination Date is referred Period on the outstanding Obligations at the applicable default rates provided for pursuant to herein as the “Forbearance PeriodCredit Agreement.”

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 Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance had not been agreed to 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, ▇▇▇, 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 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. (ii) It is understood and agreed that interest shall accrue from the Effective Date and through the remainder of the Forbearance Termination Date is referred Period on the outstanding Obligations at the applicable default rates pursuant to herein as the “Forbearance PeriodCredit Agreement.”

Forbearance Period. Subject (a) Lender’s agreement to forbear from exercising any rights or remedies against Borrower with respect to collection of the September 2015 Interest Payment in accordance with this Agreement shall commence as of the date on which Borrower has complied with all of the terms and conditions preconditions to forbearance 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) 3 of this Agreement and shall continue until the date earlier of (a) 5:00 PM Eastern Time, March 31, 2017 or (b) the occurrence of an Event of Default under the Credit Agreement (the “Forbearance Termination DatePeriod”) which ). During the Forbearance Period, Lender agrees to continue to forbear from exercising any right or remedy against Borrower with respect to collection of the September 2015 Interest Payment only. Lender’s agreement contained herein shall not nullify, extinguish, satisfy, release, discharge or otherwise affect Borrower’s obligations to Lender, or constitute a waiver of any Event of Default. Borrower acknowledges and agrees that there is no promise, express or implied, on the earliest part of Lender to occur forebear beyond the expiration or termination of (a) December 15the Forbearance Period provided herein, 2014, (b) the failure after the date hereof of and Borrower to comply with further agrees that if any of the terms or undertakings conditions of this Agreement, (c) Agreement are not satisfied within the occurrence after the date hereof sole discretion of Lender or any further Event of Default (other than failure to timely make the Existing Default September 2015 Interest Payment) occurs, Lender’s agreement to forbear shall, at the election of Lender, immediately terminate and Lender shall have all of its rights and remedies. Borrower further acknowledges and agrees that if Lender elects not to terminate its agreement to forbear upon the Anticipated Defaults) or (d) the date that Borrower joins inoccurrence of Event of Default, 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 such election shall not constitute a “course of dealing” or be deemed to be a waiver or release by Bank of any Obligations or rights of Lender to take action in respect of any existing further Event of Default or Event of Default which may arise in the future after the date of execution of this AgreementDefault. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and Nothing herein shall be permitted construed as an agreement by Lender to exercise at such time forbear from asserting any rights and remedies against Borrower affirmative defense, cross claim, counterclaim or third party claim in any action or proceeding that is currently pending or may hereafter be commenced. Further, nothing herein shall be construed as an agreement by Lender to forbear from taking any action it deems appropriate in necessary to protect its sole security interests and absolute discretionlien in, to and on the Collateral. 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 expiration or termination of the Forbearance Period. The time period between Period Lender shall be free to exercise any right or remedy to which Lender heretofore or hereafter shall be entitled without regard to this Agreement. (b) During the Forbearance Effective Date Period, interest shall continue to accrue on the Obligations as set forth in the Credit Agreement and Notes, provided that interest shall accrue on the Forbearance Termination Date is referred September 2015 Interest Payment at a rate equal to herein as the “Forbearance Period14% per annum.”

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 Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance had not been agreed to 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, ▇▇▇, 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 Loan 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. (ii) It is understood and agreed that interest shall accrue from the Effective Date and through the remainder of the Forbearance Termination Date is referred Period on the outstanding Obligations at the applicable default rates provided for pursuant to herein as the “Forbearance PeriodCredit Agreement.”

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 Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance had not been agreed to 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, ▇▇▇, 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 Loan 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. (ii) It is understood and agreed that interest shall accrue from the Effective Date and through the remainder of the Forbearance Termination Date is referred Period on the outstanding Obligations at the applicable default rates provided for pursuant to herein as the “Forbearance PeriodCredit Agreement.”

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 (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, ▇▇▇, 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 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 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 Subject 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 Lender agrees to forbear from exercising remedies with respect to Pledged Securities under this Agreement and shall be permitted to exercise at such time any the terms of the Mezzanine A Pledge Agreement, from enforcing Lender’s other rights and remedies against under the terms and provisions of the Mezzanine A Loan Documents, and from enforcing Lender’s rights to prohibit actions Borrower may, but for the Existing Default, otherwise take under the terms and provisions of the Mezzanine A Loan Documents (“Lender’s Enforcement Rights”) 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 a result of the Existing Default (1) for a period of time at beginning on and including the end Effective Date and ending on the earlier to occur of either (A) January 6, 2021 or (B) the date a Forbearance Period. The Termination Event (as defined below) occurs (the “Forbearance Expiration Date,” and the time period between the Forbearance Effective Date and the Forbearance Termination Expiration Date is being herein referred to herein in this Agreement as the “Forbearance Period”), and (2) during the Extended Forbearance Period (as defined below), so long as no Forbearance Termination Event has occured. (b) With respect to the Mortgage Loan and the Mezzanine B Loan, Lender shall have no obligation to forbear under this Agreement unless and until (i) the Mortgage Loan Forbearance Agreement is executed, (ii) a corresponding forbearance agreement is executed with respect to the Mezzanine B Loan (the “Mezzanine B Loan Forbearance Agreement”), (iii) each of the Mortgage Lender and the Mezzanine B Lender shall have approved, in writing, this Agreement, and (iv) the Mortgage Loan Forbearance Agreement and the Mezzanine B Loan Forbearance Agreement each shall have been, prior to such execution, approved in writing by Lender. (c) Subject to Borrower’s compliance with the terms hereof, Lender hereby consents to the Mortgage Loan Forbearance Agreement and the Mezzanine B Loan Forbearance Agreement and the provisions contained therein.