Common use of Forbearance Termination Events Clause in Contracts

Forbearance Termination Events. Nothing set forth herein or contemplated hereby is intended to constitute an agreement by Wachovia to forbear from exercising any of the rights or remedies available to Wachovia under the Repurchase Documents, Master Agreement or Applicable Law (all of which rights and remedies are hereby expressly reserved by Wachovia) upon or after the occurrence of a Forbearance Termination Event. As used herein, a "Forbearance Termination Event" shall mean the occurrence of any of the following: (a) any breach of or default under any term or provision of this Agreement by any Quadra Entity, (b) any Default (as defined in the Repurchase Agreement), any Event of Default (as defined in the Repurchase Agreement) under any of the Repurchase Documents other than the Existing Repurchase Event of Default, any Termination Event (as defined in the Master Agreement) or any Event of Default (as defined in the Master Agreement) under the Swap Documents other than the Existing Swap Event of Default, (c) any breach of a representation, warranty or covenant contained in this Agreement by any Quadra Entity, (d) the earlier of (i) sixty (60) calendar days from the date of this Agreement and (ii) the date on which any of the Quadra Entities enters into a contract or arrangement with a Person (other than the Hypo Entities, as defined below) for, or that, upon consummation, would result in (A) a merger, consolidation, amalgamation or similar event of any Quadra Entity or (B) any Change of Control or (e) the Quadra Entities fail to pay all Obligations due under the Repurchase Documents and all obligations and liabilities due under the Swap Documents in full within one (1) Business Day of the occurrence of any of the following: (i) the Plan of Merger (defined below) is not consummated for any reason, (ii) the Agreement and Plan of Merger, dated as of January 28, 2008, executed in connection with the Plan of Merger is terminated, cancelled, rescinded or is unenforceable for any reason or (iii) the tender offer described in the Offer to Purchase for Cash dated February 13, 2008 initiated in connection with the Plan of Merger fails, is unsuccessful or is otherwise not consummated for any reason. The period from the date hereof to (but excluding) the date that a Forbearance Termination Event occurs shall be referred to as the "Forbearance Period".

Forbearance Termination Events. Nothing set forth herein or contemplated hereby is intended to constitute an agreement by Wachovia to forbear from exercising any of the rights or remedies available to Wachovia under the Repurchase Documents, Master Agreement or Applicable Law (all of which rights and remedies are hereby expressly reserved by Wachovia) upon or after the occurrence of a Forbearance Termination Event. As used herein, a "Forbearance Termination Event" shall mean Upon the occurrence of any of the following: events listed below (collectively, the "Termination Events"), the Company shall be in default hereunder and, should the Company fail to cure such default in the manner and within the applicable period set forth below, the Forbearance Period shall immediately terminate and the Bank shall be immediately entitled to exercise any and all rights under the Loan Documents: (a) The Company fails to remit a payment required hereunder or under the Loan Documents and does not cure such failure to pay within five (5) business days after both the Company and Landmark receive written notice from the Bank (the "Monetary Cure Period"), provided, however, that should the Company default in any breach such payment obligations for three (3) consecutive months, neither the requirement of or default under notice nor the Monetary Cure Period shall apply to any term or provision of this Agreement by any Quadra Entity, subsequent defaults in payment; (b) any Default (as defined in the Repurchase Agreement), any Event of Default (as defined in the Repurchase Agreement) under The Company fails to comply with any of the Repurchase Documents other than the Existing Repurchase Event of Default, any Termination Event (as defined in the Master Agreement) or any Event of Default (as defined in the Master Agreement) under the Swap Documents other than the Existing Swap Event of Default, (c) any breach of a representation, warranty or covenant terms and provisions contained in this Agreement or contained in the Loan Documents (except for any existing or continuing defaults and as otherwise acknowledged, waived or modified herein), and does not cure such failure to comply within fourteen (14) calendar days after both the Company and Landmark receive written notice from the Bank; (c) There is a bankruptcy, receivership, reorganization, general assignment for the benefit of its creditors or other insolvency proceeding instituted by any Quadra Entity, the Company or out-of-court restructure involving a majority of the Company's unsecured indebtedness; (d) There is a bankruptcy, reorganization or other insolvency proceeding instituted against the earlier of (i) Company, which is not dismissed within sixty (60) calendar days from the date of this Agreement and (ii) filing, provided however, nothing contained herein shall preclude the date on which any of Bank from participating as a creditor in such proceeding to the Quadra Entities enters into a contract or arrangement with a Person (other than the Hypo Entities, as defined below) for, or that, upon consummation, would result in (A) a merger, consolidation, amalgamation or similar event of any Quadra Entity or (B) any Change of Control or fullest extent permitted by applicable law; and (e) There is a receiver appointed for the Quadra Entities fail to pay all Obligations due Company or a material portion of the Company assets, and such appointment is not stayed or reversed within sixty (60) calendar days of the entry of the applicable court order; and (f) ANB terminates the ANB Forbearance under the Repurchase Documents terms and all obligations and liabilities due under the Swap Documents in full within one (1) Business Day conditions of the occurrence of any of the following: (i) the Plan of Merger (defined below) is not consummated for any reason, (ii) the Agreement and Plan of Merger, dated as of January 28, 2008, executed in connection with the Plan of Merger is terminated, cancelled, rescinded or is unenforceable for any reason or (iii) the tender offer described in the Offer to Purchase for Cash dated February 13, 2008 initiated in connection with the Plan of Merger fails, is unsuccessful or is otherwise not consummated for any reason. The period from the date hereof to (but excluding) the date that a Forbearance Termination Event occurs shall be referred to as the "Forbearance Period"its governing agreement.

Forbearance Termination Events. Nothing set forth herein or contemplated hereby is intended to constitute an agreement by Wachovia to forbear from exercising any of the rights or remedies available to Wachovia under the Repurchase Documents, Master Agreement or Applicable Law (all of which rights and remedies are hereby expressly reserved by Wachovia) upon or after the occurrence of a Forbearance Termination Event. As used herein, a "Forbearance Termination Event" shall mean Upon the occurrence of any of the following: events listed below, the Company shall be in default hereunder and should the Company fail to cure such default in the manner and within the applicable period set forth below, the Forbearance Period shall terminate and the Bank shall be immediately entitled to exercise any and all rights under the Loan Documents and hereunder, and to recover the Company Obligations: (a) The Company fails to remit a payment required under the Continuing Payment Obligations and does not cure such failure to pay within five (5) business days after the Company and Landmark receive written notice from the Bank (the "Monetary Cure Period"), provided, however, that should the Company default in any breach of or default under the Continuing Payment Obligations for three (3) consecutive months, neither the requirement of notice nor the Monetary Cure Period shall not apply to any term or provision of this Agreement by any Quadra Entity, subsequent defaults in payment; (b) any Default (as defined in the Repurchase Agreement), any Event of Default (as defined in the Repurchase Agreement) under The Company fails to comply with any of the Repurchase terms and provisions contained in this Agreement, including the provisions of the Loan Documents other than enumerated in Paragraph 4(k), and does not cure such failure to comply within fourteen (14) days after the Existing Repurchase Event of Default, any Termination Event (as defined in Company and Landmark receive written notice from the Master Agreement) or any Event of Default (as defined in the Master Agreement) under the Swap Documents other than the Existing Swap Event of Default, Bank; (c) any breach of There is a representationbankruptcy, warranty receivership, reorganization or covenant contained in this Agreement other insolvency proceeding instituted by any Quadra Entity, the Company; (d) There is a bankruptcy, reorganization or other insolvency proceeding instituted against the earlier of (i) Company, which is not dismissed within sixty (60) calendar days from the date of filing, provided however, nothing contained herein shall preclude the Bank from participating as a creditor in such proceeding to the fullest extent permitted by applicable law; (e) There is a receiver appointed for the Company or a material portion of any or all of the assets of the Company, and such appointment is not stayed or reversed within sixty (60) calendar days of the entry of the applicable court order; (f) A material portion of the assets of the Company are seized, attached, subjected to a writ or lien of any kind or nature, or levied upon by any third parties, which seizure, attachment, writ, lien, or levy is not released within thirty (30) days thereafter; (g) There is litigation commenced against the Company involving a material portion of the assets of the Company and the Company fails to file a responsive pleading which asserts a good faith defense within the applicable time limits prescribed therein as may be extended by order of court or agreement of the parties, or fails to have the proceeding dismissed within that time or otherwise fails to defend such action in good faith, or notwithstanding the assertion of a good faith defense, there is a judgment entered in such proceeding; (h) The entry of a monetary judgment against the Company in an amount in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00), which is not stayed, dismissed or released prior to the time in which a stay may be obtained within the applicable time limits prescribed in the pending action, so long as there has not been any action commenced to enforce the judgment; (i) In the event Landmark seeks to foreclose, liquidate its interest in, take possession of (without the consent of the Bank), or otherwise enforce its rights against the "Landmark Collateral," as defined in the Landmark Intercreditor Agreement, or Landmark initiates an action to obtain a monetary judgment with respect to the Landmark Indebtedness, or Landmark otherwise violates its obligations to the Bank under the Landmark Intercreditor Agreement with respect to the Bank Collateral, the Additional Bank Collateral or the obligation to remit cash received from the Company as provided therein; (j) The Company has not received from Landmark, in good and sufficient funds, in the form of loans or equity infusions, an amount not less than Ten Million and 00/100 Dollars ($10,000,000.00) in the aggregate, less related costs and expenses, which for purposes of this Agreement paragraph 4(i) and paragraph 4(n) below, shall not exceed Two Million and 00/100 Dollars (ii$2,000,000.00) in the date on which aggregate (the "Net Cost Maximum"), within ten (10) business days following approval of the Landmark Infusion by the shareholders of the Company, and in no event later than December 31, 2001; (k) The Company fails to comply with any of the Quadra Entities enters into a contract or arrangement with a Person (other than following provisions of the Hypo EntitiesLoan Agreement, as defined below) for, or that, upon consummation, would result in (A) a merger, consolidation, amalgamation or similar event of any Quadra Entity or (B) any Change of Control or (e) the Quadra Entities fail to pay all Obligations due under the Repurchase Documents and all obligations and liabilities due under the Swap Documents in full within one (1) Business Day of the occurrence of any of the followingsame may be amended by this Agreement: (i) the Plan of Merger (defined below) is not consummated for any reason, (ii) the Agreement and Plan of Merger, dated as of January 28, 2008, executed in connection with the Plan of Merger is terminated, cancelled, rescinded or is unenforceable for any reason or (iii) the tender offer described in the Offer to Purchase for Cash dated February 13, 2008 initiated in connection with the Plan of Merger fails, is unsuccessful or is otherwise not consummated for any reason. The period from the date hereof to (but excluding) the date that a Forbearance Termination Event occurs shall be referred to as the "Forbearance Period"3.

Forbearance Termination Events. Nothing set forth herein or contemplated hereby is intended to constitute an agreement by Wachovia to forbear from exercising any of the rights or remedies available to Wachovia under the Repurchase Documents, Master Agreement or Applicable Law (all of which rights and remedies are hereby expressly reserved by Wachovia) upon or after the occurrence of a Forbearance Termination Event. As used herein, a "Forbearance Termination Event" shall mean the The occurrence of any of the following: following events (acollectively, the “Forbearance Termination Events”) shall cause the Forbearance Period to terminate: a. If any breach of the representations and warranties contained in Section 2 shall become untrue or default under is false when made in any term or provision of this Agreement by any Quadra Entity, (b) any Default (as defined material respect. Borrower and Guarantor each hereby covenants to notify Agent immediately in the Repurchase Agreement), event that Borrower or Guarantor obtain knowledge that any representation or warranty becomes untrue or was false when made; b. If an Event of Default (as defined in the Repurchase Agreement) under any of the Repurchase Documents other than the Existing Repurchase Event Potential Defaults) shall occur; c. If any Borrower or Guarantor fails to timely comply with any of Defaultits obligations herein; d. If any Party shall repudiate or breach or attempt to repudiate or breach any of its obligations under this Agreement (whether orally or in writing in any medium); e. If any Borrower or Guarantor shall assert in writing any defense, any Termination Event claim, counterclaim or other assertion as to the full validity and enforceability of the Loan Documents; f. If an event of default by Borrower or Guarantor (as defined in the Master Agreement) or any Event of Default (as defined their respective subsidiaries) shall occur in the Master Agreement) under the Swap Documents other than the Existing Swap Event of Default, (c) any breach of a representation, warranty or covenant contained in this Agreement by any Quadra Entity, (d) the earlier of (i) sixty (60) calendar days from the date of this Agreement and (ii) the date on which any of the Quadra Entities enters into a contract or arrangement with a Person (other than the Hypo Entities, as defined below) for, or that, upon consummation, would result in (A) a merger, consolidation, amalgamation or similar event of any Quadra Entity or (B) any Change of Control or (e) the Quadra Entities fail to pay all Obligations due under the Repurchase Documents and all obligations and liabilities due under the Swap Documents in full within one (1) Business Day of the occurrence respect of any of the following: Indebtedness forth on Schedule I attached hereto (ithe “Material Debt”) and Borrower, Guarantor or any of their respective subsidiaries shall have received written notice that the Plan lender under such Material Debt has accelerated the maturity of Merger such Material Debt, has declared to be due and payable or required to be prepaid or redeemed (defined belowother than by a regularly scheduled required prepayment or redemption), or has otherwise commenced remedies under such Material Debt; or g. If (x) is not consummated for any reasonBorrower Party shall be the subject of a voluntary or involuntary proceeding under the Bankruptcy Code or any other insolvency, (ii) bankruptcy or reorganization law in the Agreement and Plan of MergerUnited States or elsewhere, dated as of January 28, 2008, executed in connection with the Plan of Merger is terminated, cancelled, rescinded or is unenforceable for any reason or (iiiy) an Event of Default pursuant to Section 6.01(f) or 6.01(m) of the tender offer described in Loan Agreement shall occur (any of the Offer to Purchase for Cash dated February 13, 2008 initiated in connection with the Plan of Merger fails, is unsuccessful or is otherwise not consummated for any reason. The period from the date hereof to (but excluding) the date that a Forbearance Termination Event occurs shall be events referred to as the "Forbearance Period"in clauses (x) or (y), a “Bankruptcy Default”).

Forbearance Termination Events. Nothing set forth herein or contemplated hereby is intended to constitute an agreement by Wachovia to forbear from exercising any Each of the rights or remedies available to Wachovia under the Repurchase Documents, Master Agreement or Applicable Law (all of which rights and remedies are hereby expressly reserved by Wachovia) upon or after the occurrence of a Forbearance Termination Event. As used herein, a "Forbearance Termination Event" shall mean Borrower Parties agrees that the occurrence of any of the following: (a) any breach of or default following events shall constitute a “Forbearance Termination Event” under any term or provision of this Agreement by any Quadra EntityAgreement, (b) any Default (as defined in the Repurchase Agreement), any Event of Default (as defined in the Repurchase Agreement) under any regardless of the Repurchase Documents other than the Existing Repurchase Event of Default, any Termination Event (as defined in the Master Agreement) reason or any Event of Default (as defined in the Master Agreement) under the Swap Documents other than the Existing Swap Event of Default, (c) any breach of a representation, warranty or covenant contained in this Agreement by any Quadra Entity, (d) the earlier of (i) sixty (60) calendar days from the date of this Agreement and (ii) the date on which any of the Quadra Entities enters into a contract or arrangement with a Person (other than the Hypo Entities, as defined below) for, or that, upon consummation, would result in (A) a merger, consolidation, amalgamation or similar event of any Quadra Entity or (B) any Change of Control or (e) the Quadra Entities fail to pay all Obligations due under the Repurchase Documents and all obligations and liabilities due under the Swap Documents in full within one (1) Business Day of reasons for the occurrence of any such event, whether or not such occurrence is voluntary or involuntary, and whether or not such event occurs by operation of law or from some other cause that is not within the control of the followingBorrower Parties: (a) Any failure by any of the Borrower Parties to perform when due or required any of the covenants, agreements, or obligations to be performed under the Loan Documents, except as expressly stated otherwise in this Agreement with respect to the Existing Default, or any failure by any of the Borrower Parties to perform when due or required any of the covenants, agreements, or obligations to be performed this Agreement; (b) Any of the representations or warranties made by any of the Borrower Parties in this Agreement or in any report, statement, or information provided by any of the Borrower Parties to Lender in accordance with the terms of this Agreement shall have been false or misleading in any material respect when made. Forbearance Agreement (c) Any default under, or any termination, of any Mezzanine Forbearance Agreement. (d) Any of the Borrower Parties: (i) institutes or has instituted against it or any of its property, including the Plan of Merger (defined below) is not consummated for Property, any reasonbankruptcy, reorganization, receivership, conservatorship, custodianship, sequestration, or other similar judicial or nonjudicial proceedings; (ii) makes, permits or agrees to make or permit an assignment or abandonment, whether or not conditional, of some or all of its property for the Agreement and Plan benefit of Merger, dated as some or all of January 28, 2008, executed in connection with the Plan of Merger is terminated, cancelled, rescinded or is unenforceable for any reason or its creditors; (iii) the tender offer described ceases doing business in the Offer ordinary course (except for pandemic-related closures, subject to Purchase the conditions in the next sentence); or (iv) has commenced against it or its property, including the Property, a foreclosure or other action for Cash dated February 13the collection of any indebtedness. Notwithstanding the foregoing, 2008 initiated in connection with a temporary closure of any hotels on the Plan of Merger fails, is unsuccessful or is otherwise Property shall not consummated for any reason. The period from the date hereof to (but excluding) the date that constitute a Forbearance Termination Event occurs so long as (x) Borrower reasonably maintains the security of the Property in connection with such closure, and (y) Borrower complies with all Legal Requirements in connection with such closure. (e) Any Forbearance Termination Event shall also constitute an additional default, Default, and Event of Default under all of the Loan Documents, for which no notice shall be referred required and with respect to as the "Forbearance Period"which no grace or cure period shall apply.

Forbearance Termination Events. Nothing set forth herein or contemplated hereby is intended to constitute an The agreement by Wachovia of the Specified Senior Lenders to forbear from exercising any certain remedies against the Credit Parties pursuant to Article II hereof shall immediately terminate and be of no further force and effect upon the election of the rights or remedies available to Wachovia under Required Lenders (the Repurchase Documentsdate of such election, Master Agreement or Applicable Law (all of which rights and remedies are hereby expressly reserved by Wachovia) upon or after the occurrence of a “Forbearance Termination Event. As used hereinDate”) (provided that if the event described in clause (i) below occurs, a "Forbearance Termination Event" then such agreement to forbear shall mean automatically terminate without requiring the election of, or any other action by, the Required Lenders) at any time after the occurrence of any of the following: : (ai) the termination of the Noteholder Forbearance; or (ii) the failure of the Borrower or any Subsidiary to comply with the covenants as set forth in Article VI hereof; or (iii) the occurrence of an Event of Default under the Credit Agreement (other than a Specified Event of Default); or (iv) any breach of the Parent, Trico Marine Assets, Inc. (“TMA”) or default under Trico Marine Operators, Inc. (“TMO”) shall take any term action or provision of this Agreement by join with or support any Quadra Entitythird party in seeking or taking any action to contest, challenge, avoid, recharacterize, subordinate or in any way impair or adversely affect (bany such action, a “Challenge”) any Default Nordea’s lien on the Cash Collateral (as defined in the Repurchase AgreementL/C Cash Collateral Agreement (as defined below), any Event of Default ) as security for the Obligations (as defined in the Repurchase L/C Cash Collateral Agreement) under pursuant to the L/C Cash Collateral Agreement; or the Bankruptcy Court shall enter into any order or judgment upholding any Challenge (whether initiated by the Parent, TMA, TMO or any other Person) or authorizing use of the Repurchase Documents other than the Existing Repurchase Event of Default, any Termination Event Cash Collateral (as defined in the Master L/C Cash Collateral Agreement) or by the Parent, TMA and/or TMO for any Event of Default purpose other than to secure the Obligations (as defined in the Master L/C Cash Collateral Agreement) under strictly in accordance with the Swap Documents other than the Existing Swap Event of Default, (c) any breach of a representation, warranty or covenant contained in this Agreement by any Quadra Entity, (d) the earlier of (i) sixty (60) calendar days from the date of this Agreement and (ii) the date on which any of the Quadra Entities enters into a contract or arrangement with a Person (other than the Hypo Entities, as defined below) for, or that, upon consummation, would result in (A) a merger, consolidation, amalgamation or similar event of any Quadra Entity or (B) any Change of Control or (e) the Quadra Entities fail to pay all Obligations due under the Repurchase Documents and all obligations and liabilities due under the Swap Documents in full within one (1) Business Day of the occurrence of any of the following: (i) the Plan of Merger (defined below) is not consummated for any reason, (ii) the Agreement and Plan of MergerL/C Cash Collateral Agreement, dated as of January 28June 11, 20082010 (the “L/C Cash Collateral Agreement”), executed in connection with by and among the Plan of Merger is terminatedParent, cancelledTMA and TMO, rescinded or is unenforceable for any reason or (iii) the tender offer described in the Offer to Purchase for Cash dated February 13as assignors, 2008 initiated in connection with the Plan of Merger failsNordea Bank Norge ASA, is unsuccessful or is otherwise not consummated for any reason. The period from the date hereof to (but excluding) the date that a Forbearance Termination Event occurs shall be referred to Cayman Islands Branch, as the "Forbearance Period"assignee, and Nordea, as issuing lender.

Forbearance Termination Events. Nothing set forth herein or contemplated hereby is intended to constitute an Section 4.1. The agreement by Wachovia of the Specified Senior Lenders to forbear from exercising any certain remedies against the Canadian Borrower pursuant to this Agreement shall immediately terminate upon the election of a majority in interest of the rights or remedies available to Wachovia under the Repurchase Documents, Master Agreement or Applicable Law (all Specified Senior Lenders and be of which rights no further force and remedies are hereby expressly reserved by Wachovia) upon or effect immediately after the occurrence of a Forbearance Termination Event. As used herein, a "Forbearance Termination Event" shall mean such election at any time after the occurrence of any of the following: following (the date of such election by the Specified Senior Lenders, the “Forbearance Termination Date”): (a) any breach the occurrence of or default under any term or provision of this Agreement by any Quadra Entity, (b) any Default (the “Termination Date” as defined in the Repurchase DIP Credit Agreement), any ; (b) the occurrence and the continuation of an “Event of Default (Default” as defined in the Repurchase DIP Credit Agreement; (c) under the occurrence and continuation of an Event of Default other than a Specified Event of Default; (d) the Administrative Agent’s receipt from the U.S. Borrower of a Senior Subordinated Notes Payment Notice or the making of any payment (including a Senior Subordinated Note Interest Payment) on any Subordinated Debt by any Loan Party; (e) any Loan Party shall make any payment to or for the benefit of the trustee, agent or any of the Repurchase Documents holders of the Senior Subordinated Notes under the Subordinated Notes Indenture or any other Subordinated Debt under any other Subordinated Debt Document in the form of a consent fee, waiver fee or forbearance fee, or otherwise (other than (x) fees and expenses payable to legal and financial advisors which a Loan Party is contractually obligated to reimburse as of the Existing Repurchase Event Effective Date and (y) trustee and similar fees and expenses payable to the trustee under the Subordinated Notes Indenture and any other Subordinated Debt Document (in its capacity as such) in accordance with the terms of Defaultthereof), without the express written consent of the Majority Lenders; (f) the failure to comply with the Canadian Borrower Forbearance Condition; (g) the Milestone Termination Date; (h) any Termination Event (filing or action by the Debtors in the Debtors’ bankruptcy cases, or the second Business Day following any decision by the Bankruptcy Court, in each case that is materially adverse to the interests of the Specified Senior Lenders other than as explicitly set forth in the Restructuring Support Lockup Agreements, as defined in the Master DIP Credit Agreement) or any Event of Default (as defined in the Master Agreement) under the Swap Documents other than the Existing Swap Event of Default, (c) any breach of a representation, warranty or covenant contained in this Agreement by any Quadra Entity, (d) the earlier of ; (i) sixty failure of any Loan Party to perform, as and when required, any of the covenants or other obligations applying to it set forth in this Agreement, including without limitation, any provision of Section 6 below; or (60j) calendar days from any Loan Party shall take any action to challenge (including without limitation, to assert in writing any challenge to) the date validity or enforceability of this Agreement and (ii) the date on which or any of the Quadra Entities enters into a contract other Prepetition Loan Document or arrangement with a Person (other than the Hypo Entities, as defined below) for, any provision hereof or that, upon consummation, would result in (A) a merger, consolidation, amalgamation or similar event of any Quadra Entity or (B) any Change of Control or (e) the Quadra Entities fail to pay all Obligations due under the Repurchase Documents and all obligations and liabilities due under the Swap Documents in full within one (1) Business Day of the occurrence of any of the following: (i) the Plan of Merger (defined below) is not consummated for any reason, (ii) the Agreement and Plan of Merger, dated as of January 28, 2008, executed in connection with the Plan of Merger is terminated, cancelled, rescinded or is unenforceable for any reason or (iii) the tender offer described in the Offer to Purchase for Cash dated February 13, 2008 initiated in connection with the Plan of Merger fails, is unsuccessful or is otherwise not consummated for any reason. The period from the date hereof to (but excluding) the date that a Forbearance Termination Event occurs shall be referred to as the "Forbearance Period"thereof.

Forbearance Termination Events. Nothing set forth herein or contemplated hereby is intended to constitute an agreement by Wachovia to forbear from exercising any Each of the rights or remedies available to Wachovia under the Repurchase Documents, Master Agreement or Applicable Law (all of which rights and remedies are hereby expressly reserved by Wachovia) upon or after the occurrence of a Forbearance Termination Event. As used herein, a "Forbearance Termination Event" shall mean Borrower Parties agrees that the occurrence of any of the following: (a) any breach of or default following events shall constitute a “Forbearance Termination Event” under any term or provision of this Agreement by any Quadra EntityAgreement, (b) any Default (as defined in the Repurchase Agreement), any Event of Default (as defined in the Repurchase Agreement) under any regardless of the Repurchase Documents other than the Existing Repurchase Event of Default, any Termination Event (as defined in the Master Agreement) reason or any Event of Default (as defined in the Master Agreement) under the Swap Documents other than the Existing Swap Event of Default, (c) any breach of a representation, warranty or covenant contained in this Agreement by any Quadra Entity, (d) the earlier of (i) sixty (60) calendar days from the date of this Agreement and (ii) the date on which any of the Quadra Entities enters into a contract or arrangement with a Person (other than the Hypo Entities, as defined below) for, or that, upon consummation, would result in (A) a merger, consolidation, amalgamation or similar event of any Quadra Entity or (B) any Change of Control or (e) the Quadra Entities fail to pay all Obligations due under the Repurchase Documents and all obligations and liabilities due under the Swap Documents in full within one (1) Business Day of reasons for the occurrence of any such event, whether or not such occurrence is voluntary or involuntary, and whether or not such event occurs by operation of law or from some other cause that is not within the control of the followingBorrower Parties: (a) Any failure by any of the Borrower Parties, Mezzanine A Borrowers, and/or Mortgage Borrowers, to perform when due or required any of the covenants, agreements, or obligations to be performed under the Mortgage Loan Documents, Mezzanine A Loan Documents, or the Mezzanine B Loan Documents, except as expressly stated otherwise in this Agreement with respect to the Existing Default, or any failure by any of the Borrower Parties to perform when due or required any of the covenants, agreements, or obligations to be performed this Agreement; (b) Any of the representations or warranties made by any of the Borrower Parties in this Agreement or in any report, statement, or information provided by any of the Borrower Parties, Mezzanine A Borrowers, and/or Mortgage Borrowers, to Lender in accordance with the terms of this Agreement shall have been false or misleading in any material respect when made. (c) Any default under, or any termination, of the Mortgage Loan Forbearance Agreement or the Mezzanine A Loan Forbearance Agreement. (d) Any of the Borrower Parties, Mezzanine A Borrowers, and/or Mortgage Borrowers: (i) institutes or has instituted against it or any of its property, including the Plan of Merger (defined below) is not consummated for Properties, any reasonbankruptcy, reorganization, receivership, conservatorship, custodianship, sequestration, or other similar judicial or nonjudicial proceedings; (ii) makes, permits or agrees to make or permit an assignment or abandonment, whether or not conditional, of some or all of its property for the Agreement and Plan benefit of Mergersome or all of its creditors; (iii) ceases doing business in the ordinary course (except for pandemic-related closures, dated subject to the conditions in the next sentence); or (iv) has commenced against it or its property, including the Properties, a foreclosure or other action for the collection of any indebtedness. Notwithstanding the foregoing, a temporary closure of any hotels on the Properties shall not constitute a Forbearance Termination Event, so long as (x) Borrower reasonably maintains or causes Mezzanine A Borrower to cause Mortgage Borrower to reasonably maintain the security of January 28, 2008, executed the Properties in connection with the Plan of Merger is terminatedsuch closure, cancelled, rescinded and (y) Borrower complies with or is unenforceable for any reason or (iii) the tender offer described in the Offer causes Mezzanine A Borrower to Purchase for Cash dated February 13, 2008 initiated cause Mortgage Borrower to comply with all Legal Requirements in connection with the Plan of Merger fails, is unsuccessful or is otherwise not consummated for any reasonsuch closure. The period from the date hereof to Mezzanine B Loan Forbearance Agreement (but excludinge) the date that a Any Forbearance Termination Event occurs shall also constitute an additional default, Default, and Event of Default under all of the Mezzanine B Loan Documents, for which no notice shall be referred required and with respect to as the "Forbearance Period"which no grace or cure period shall apply.

Forbearance Termination Events. Nothing set forth herein or contemplated hereby is intended to constitute an agreement by Wachovia to forbear from exercising any Each of the rights or remedies available to Wachovia under the Repurchase Documents, Master Agreement or Applicable Law (all of which rights and remedies are hereby expressly reserved by Wachovia) upon or after the occurrence of a Forbearance Termination Event. As used herein, a "Forbearance Termination Event" shall mean Borrower Parties agrees that the occurrence of any of the following: (a) any breach of or default following events shall constitute a “Forbearance Termination Event” under any term or provision of this Agreement by any Quadra EntityAgreement, (b) any Default (as defined in the Repurchase Agreement), any Event of Default (as defined in the Repurchase Agreement) under any regardless of the Repurchase Documents other than the Existing Repurchase Event of Default, any Termination Event (as defined in the Master Agreement) reason or any Event of Default (as defined in the Master Agreement) under the Swap Documents other than the Existing Swap Event of Default, (c) any breach of a representation, warranty or covenant contained in this Agreement by any Quadra Entity, (d) the earlier of (i) sixty (60) calendar days from the date of this Agreement and (ii) the date on which any of the Quadra Entities enters into a contract or arrangement with a Person (other than the Hypo Entities, as defined below) for, or that, upon consummation, would result in (A) a merger, consolidation, amalgamation or similar event of any Quadra Entity or (B) any Change of Control or (e) the Quadra Entities fail to pay all Obligations due under the Repurchase Documents and all obligations and liabilities due under the Swap Documents in full within one (1) Business Day of reasons for the occurrence of any such event, whether or not such occurrence is voluntary or involuntary, and whether or not such event occurs by operation of law or from some other cause that is not within the control of the followingBorrower Parties: Mezzanine A Loan Forbearance Agreement (a) Any failure by any of the Borrower Parties, Mortgage Borrowers, and/or Mezzanine B Borrowers to perform when due or required any of the covenants, agreements, or obligations to be performed under the Mortgage Loan Documents, the Mezzanine A Loan Documents, or the Mezzanine B Loan Documents, except as expressly stated otherwise in this Agreement with respect to the Existing Default, or any failure by any of the Borrower Parties to perform when due or required any of the covenants, agreements, or obligations to be performed this Agreement; (b) Any of the representations or warranties made by any of the Borrower Parties in this Agreement or in any report, statement, or information provided by any of the Mezzanine A Borrowers, and/or Mortgage Borrowers to Lender in accordance with the terms of this Agreement shall have been false or misleading in any material respect when made. (c) Any default under, or any termination, of the Mortgage Loan Forbearance Agreement or the Mezzanine B Loan Forbearance Agreement. (d) Any of the Borrower Parties, Mezzanine A Borrowers, and/or Mortgage Borrowers: (i) institutes or has instituted against it or any of its property, including the Plan of Merger (defined below) is not consummated for Properties, any reasonbankruptcy, reorganization, receivership, conservatorship, custodianship, sequestration, or other similar judicial or nonjudicial proceedings; (ii) makes, permits or agrees to make or permit an assignment or abandonment, whether or not conditional, of some or all of its property for the Agreement and Plan benefit of Mergersome or all of its creditors; (iii) ceases doing business in the ordinary course (except for pandemic-related closures, dated subject to the conditions in the next sentence); or (iv) has commenced against it or its property, including the Properties, a foreclosure or other action for the collection of any indebtedness. Notwithstanding the foregoing, a temporary closure of any hotels on the Properties shall not constitute a Forbearance Termination Event, so long as (x) Borrower reasonably maintains or causes Mortgage Borrower to reasonably maintain the security of January 28, 2008, executed the Properties in connection with the Plan of Merger is terminatedsuch closure, cancelled, rescinded and (y) Borrower complies with or is unenforceable for any reason or (iii) the tender offer described in the Offer causes Mortgage Borrower to Purchase for Cash dated February 13, 2008 initiated comply with all Legal Requirements in connection with the Plan of Merger fails, is unsuccessful or is otherwise not consummated for any reason. The period from the date hereof to such closure. (but excludinge) the date that a Any Forbearance Termination Event occurs shall also constitute an additional default, Default, and Event of Default under all of the Mezzanine A Loan Documents, for which no notice shall be referred required and with respect to as the "Forbearance Period"which no grace or cure period shall apply.