Forbearance Provisions. On the terms and subject to the conditions set forth in this Agreement, the Majority Lenders and the Agents agree to forbear from taking any action or exercising any right or remedy permitted to be taken or exercised by them under the Credit Agreement or the other Loan Documents with respect to the Specified Defaults during the period (the “Forbearance Period”) commencing on the Effective Date (as hereinafter defined) and terminating on the Termination Date (as hereinafter defined); provided, however, that such forbearance shall extend only to the Specified Defaults and not to any other Defaults or Events of Default now existing or occurring after the Effective Date and shall not in any way or manner restrict the Agents or the Lenders from exercising any rights or remedies they may have with respect to the Specified Defaults from and after the termination or expiration of the Forbearance Period or with respect to any other Default or Event of Default at any time. “Termination Date” shall mean the earliest to occur of any of the following events: (i) 5:00 p.m. (Eastern time) on April 30, 2009; (ii) the occurrence and continuance of an Event of Default other than the Specified Defaults; (iii) the failure by any Loan Party to comply with any of the provisions of this Agreement or any other documents or agreements to be entered into or delivered in connection with this Agreement, and (iv) the date on which the Borrowers make an interest payment in respect of the Senior Notes; provided, however, that the Termination Date shall not occur as a result of the Borrowers’ payment of the interest due on the Senior Notes by March 17, 2009 to the holders of the Senior Notes who did not waive their rights to the payment of such interest under the Senior Notes Indenture pursuant to the terms and as evidenced by that certain letter agreement dated February 18, 2009 among such parties. The Forbearance Period shall automatically terminate and expire on the Termination Date without any requirement for notice to any Loan Party or any other Person and all rights, remedies and privileges of the Agents and the Lenders under the Credit Agreement and the other Loan Documents shall be available to, and capable of exercise by, the Agents and the Lenders.

Forbearance Provisions. (a) The Agent, the Lenders, the Borrower and each of the Guarantors hereby acknowledge the occurrence and continuance of each of the Subject Defaults which have occurred and are continuing. The Borrower and each of the Guarantors agree that during the pendency of the Forbearance Period and so long as any Default or Event of Default remains in effect (including any New Specified Defaults), the Borrower shall not request, and the Lenders shall not be obligated to make or issue, any new Loan or any new Letter of Credit; provided, that any Loan outstanding as of the Effective Date (as herein defined) may only be converted to or continued as a Base Rate Loan.

Forbearance Provisions. (a) The Agent, the Lenders, the Borrower and each of the Guarantors hereby acknowledge the occurrence and continuance of each of the Subject Defaults (including the Payment Default) which have occurred and are continuing. The Borrower and each of the Guarantors agree that during the pendency of the Forbearance Period (as hereinafter defined) and so long as any Default or Event of Default remains in effect (including any Subject Defaults), the Borrower shall not request, and the Lenders shall not be obligated to make or issue, any new Loan or any new Letter of Credit; provided, that any Loan outstanding as of the Effective Date (as herein defined) may only be converted to or continued as a Base Rate Loan.

Forbearance Provisions. In connection with the Forbearance, the Company hereby represents, warrants and covenants with the Lenders as follows:

Forbearance Provisions. (a) The Agent, the Lenders, the Borrower and each of the Guarantors, hereby acknowledge the occurrence and continuance of the Events of Default which have occurred and are continuing as a result of the Borrowers' failure to comply with certain covenants contained in Section 8.07 of the Credit Agreement for the year ended December 31, 1999 and certain covenants contained in Sections 8.08, 8.09, 8.10 and 8.16 of the Credit Agreement for the period ending March 31, 2000, collectively, the "Specified Defaults"). The Borrower and ------------------ each of the Guarantors agree that during the pendency of the Forbearance Period (as hereinafter defined) and so long as any Default or Event of Default remains in effect (including the Specified Defaults), the Borrower shall not request, and the Lenders shall not be obligated to, make or issue any new Loan or any new Letter of Credit; provided, that any Loan outstanding as of the -------- Effective Date may only be converted to or continued as a Base Rate Loan.

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Acceleration Waivers Amendments and Remedies 8.1. Acceleration;
Protective Provisions So long as shares of Series A Preferred --------------------- Stock and/or Series B Preferred Stock are outstanding, this corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series A Preferred Stock and Series B Preferred Stock, voting together as a single class on an as converted basis:
Insurance Provisions All insurance policies shall:
Events of Default Rights and Remedies Section 7.1 Events of Default Section 7.2 Rights and Remedies Section 7.3 Certain Notices
WAIVERS, AMENDMENTS AND REMEDIES No delay or omission of the Administrative Agent or any Holder of Secured Obligations to exercise any right or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver, amendment or other variation of the terms, conditions or provisions of this Security Agreement whatsoever shall be valid unless in writing signed by the Administrative Agent with the concurrence or at the direction of the Lenders required under Section 8.2 of the Credit Agreement and each Grantor, and then only to the extent in such writing specifically set forth, provided that the addition of any Domestic Subsidiary as a Grantor hereunder by execution of a Security Agreement Supplement in the form of Annex I (with such modifications as shall be acceptable to the Administrative Agent) shall not require receipt of any consent from or execution of any documentation by any other Grantor party hereto. All rights and remedies contained in this Security Agreement or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Holders of Secured Obligations until the Secured Obligations have been paid in full.
Avoidance Provisions It is the intent of each Guarantor, the Administrative Agent and the Guarantied Parties that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) to be avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the Bankruptcy Code and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) shall be determined in any such Proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of any Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guarantied Obligations for which such Guarantor shall be liable hereunder shall be reduced to that amount which, as of the time any of the Guarantied Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties), to be subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Administrative Agent and the Guarantied Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this Section as against the Administrative Agent and the Guarantied Parties that would not otherwise be available to such Person under the Avoidance Provisions.
Termination Provisions In this Agreement:
Events of Default Rights and Remedies on Default 10.1 Events of Default 10.2 Acceleration of the Obligations
Waivers, Amendment and Remedies No course of dealing by the Collateral Agent and no failure by the Collateral Agent to exercise, or delay by the Collateral Agent in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, remedy or power of the Collateral Agent. No amendment, modification or waiver of any provision of this Agreement and no consent to any departure by Debtor therefrom, shall, in any event, be effective unless contained in a writing signed by the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. The rights, remedies and powers of the Collateral Agent, not only hereunder, but also under any instruments and agreements evidencing or securing the Obligations and under applicable law are cumulative, and may be exercised by the Collateral Agent from time to time in such order as the Collateral Agent may elect.
Lock-Up Provisions (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

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