Common use of Forbearance Clause in Contracts

Forbearance. Subject to the satisfaction of the terms and conditions set forth in Section 5 of this Forbearance and Amendment, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth therein.

Forbearance. Subject From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with ARTICLE VII hereof, QCP agrees to forbear from bringing suit or exercising remedies under the Guaranty, the Master Lease or Agreements Regarding Subleases arising out of or related to (i) the failure to pay Rent (as defined in the Master Lease), (ii) notwithstanding Section 4.4 of the Master Lease, the failure to deposit or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior to the satisfaction termination of this Agreement, (iii) the failure to make capital expenditures required by the Master Lease, (iv) the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) of the terms Master Lease as a result of the transactions and conditions set forth in other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 5 16.1(l) of this Forbearance the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and Amendmentacceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the Consenting Lenders hereby agree several banks and other financial institutions or entities from time to forbear fromtime parties thereto, and instruct the JPMorgan Chase Bank, N.A., as Administrative Agent and the Collateral Agent Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to forbear from, during the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Loan Documents dated as of March 21, 2014 and applicable law, solely that certain Second Amendment to the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, dated as of May 6, 2015 (the other Loan Documents and/or applicable law“XX Xxxxxx Credit Facility”); or (vii) the failure of the Debtor to make any payment due under the Guaranty, including their respective rights and remedies with respect to an Unmatured Default or a Defaultincluding, in each case, subject by delivering a notice of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to the terms each, their property and conditions set forth thereininterests in property.

Forbearance. Subject Until the earlier of (i) the termination of this Agreement in accordance with its terms, including, without limitation, termination by Abiomed pursuant to Section 6.4(a)(v), (ii) any demand for payment or declaration of default under the promissory notes issued in the Bridge Facility, and (iii) the occurrence of any Bankruptcy Event prior to the satisfaction Closing, Abiomed shall forbear from exercising the Warrant or exercising any of its rights or remedies under the terms Note and conditions set forth in Section 5 the Security Agreements or take any other action with respect to the Company, WHI or any of this Forbearance and Amendmenttheir Affiliates as a result of any Event of Default or event which, with the giving of notice, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payablelapse of time, or both, the principal would become an Event of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses Default under the Credit AgreementNote or the Security Agreements. Abiomed hereby (a) consents to the Company and WHI entering into the Bridge Facility, (b) waives any provision of the Note and the other Loan Documents and applicable law, solely to Abiomed Agreements that would prohibit (x) the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the expiration or termination incurrence of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived indebtedness by the Company and each other Loan Party. The WHI under the Bridge Facility or (y) the Company or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any Event of Default or event which, with the other Loan Parties agree that the Administrative Agentgiving of notice, the Collateral Agent lapse of time, or both, would become an Event of Default under the Note or the Consenting Lenders may at any time following the expiration or termination Security Agreements solely as a result of the Forbearance Period in accordance with Company or WHI entering into or otherwise performing under the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a DefaultBridge Facility (except, in each case, subject with respect to payment of the Bridge Facility prior to the terms Closing). Abiomed acknowledges that each of Venrock and conditions set forth thereinSSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice of any demand for repayment under the Bridge Facility at or prior to the same time that such demand is made to the Company and/or WHI, and (ii) provide Abiomed with notice of any event of default under the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of the assets of the Company or WHI to secure the Bridge Facility without Abiomed’s prior written consent.

Forbearance. Subject Lender may (but shall not be obligated to) agree with Borrower or Sponsor, from time to time, and without giving notice to, or obtaining the satisfaction consent of, or having any effect upon the obligations of, any Guarantor or other third party obligor, to take any of the following actions: (i) extend the time for payment of all or any part of the Sponsor Borrower Loan; (ii) reduce the payments due under this Agreement, the Revolving Credit Note or any other Loan Document; (iii) release anyone liable for the payment of any amounts under this Agreement, the Revolving Credit Note or any other Loan Document; (iv) modify the terms and conditions set forth time of payment of the Sponsor Borrower Loan; (v) join in Section 5 any extension or subordination agreement; (vi) release any Collateral Pool Property; (vii) take or release other or additional security; (viii) modify the rate of this Forbearance and Amendment, interest or period of amortization of the Consenting Lenders hereby agree to forbear from, and instruct Revolving Credit Note or change the Administrative Agent and amount of the Collateral Agent to forbear from, during monthly installments payable under the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations Revolving Credit Note; and (yix) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit modify this Agreement, the Revolving Credit Note or any other Loan Documents Document. Any forbearance by Lender in exercising any right or remedy under the Revolving Credit Note, this Agreement, or any other Loan Document or otherwise afforded by applicable Law, shall be in writing and applicable law, solely to shall not be deemed a waiver of or preclude the extent that such remedies arise exclusively from an Unmatured Default exercise of any right or a Defaultremedy. Upon the expiration The acceptance by Lender of payment of all or termination any part of the Forbearance Period Sponsor Borrower Loan after the due date of such payment, or in accordance with an amount which is less than the terms required payment, shall not be a waiver of this Forbearance and Amendment, the agreement Lender’s right to require prompt payment when due of all other payments on account of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default Sponsor Borrower Loan or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all remedies for any failure to make prompt payment. Enforcement by Lender of their respective rights and any security for the Sponsor Borrower Loan shall not constitute an election by Lender of remedies under so as to preclude the exercise of any other right available to Lender. Lender’s receipt of any awards or all proceeds shall not operate to cure or waive any Event of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth therein.

Forbearance. Subject Each Consenting Term Lender (collectively representing the Required Lenders) agrees that, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the satisfaction of the terms Consenting Term Lenders and conditions set forth in Section 5 of this Forbearance and Amendment, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other Loan Documents and applicable lawthan pursuant to Section 5(e) or Section 5(c)(i) hereof, solely any interest that would have otherwise accrued pursuant to Section 2.07 of the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon Credit Agreement during the expiration or Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of the Forbearance Period in accordance with the terms of this Forbearance and AmendmentAgreement, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default without any further action by any Term Lender or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, to the Collateral Agent extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or the Consenting Lenders may at any time following the expiration or termination events of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies default under any or all of the Credit Agreement, and shall not bar the other Loan Documents and/or applicable lawAdministrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including their respective rights and remedies with respect terminating this Agreement pursuant to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth thereinSection 5(b) hereof.

Forbearance. Subject From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with ARTICLE VII hereof, Parent agrees to forbear from bringing suit or exercising remedies under the Guaranty, the Master Lease or Agreements Regarding Subleases arising out of or related to (i) the failure to pay Rent (as defined in the Master Lease), (ii) notwithstanding Section 4.4 of the Master Lease, the failure to deposit or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior to the satisfaction termination of this Agreement, (iii) the failure to make capital expenditures required by the Master Lease, (iv) the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) of the terms Master Lease as a result of the transactions and conditions set forth in other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 5 16.1(l) of this Forbearance the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and Amendmentacceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the Consenting Lenders hereby agree several banks and other financial institutions or entities from time to forbear fromtime parties thereto, and instruct the JPMorgan Chase Bank, N.A., as Administrative Agent and the Collateral Agent Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to forbear from, during the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Loan Documents dated as of March 21, 2014 and applicable law, solely that certain Second Amendment to the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, dated as of May 6, 2015 (the other Loan Documents and/or applicable law“XX Xxxxxx Credit Facility”); or (vii) the failure of the Debtor to make any payment due under the Guaranty, including their respective rights and remedies with respect to an Unmatured Default or a Defaultincluding, in each case, subject by delivering a notice of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to the terms each, their property and conditions set forth thereininterests in property.

Forbearance. Subject During the period commencing on the date hereof and ending on the earlier of (i) the occurrence of any Event of Default (as such term is defined in each of the Secured Revolving Credit Agreement and the Indenture) under the Secured Revolving Credit Agreement or the Indenture that continues for five (5) business days after notice thereof from the administrative agent or the indenture trustee, as applicable, to the satisfaction Company, other than defaults or events of the terms and conditions default set forth in Section 5 on Schedule A attached hereto, and (ii) termination of this Agreement in accordance with its terms (each of clause (i) and clause (ii), a “Forbearance and AmendmentTermination Event”), each Consenting Creditor hereby agrees to forebear from the Consenting Lenders hereby agree to forbear fromexercise of its default-related rights or remedies it may have under the Secured Revolving Credit Agreement or the Indenture (including any collateral documents referenced therein), as applicable, and instruct under applicable United States or foreign law or otherwise, in each case, with respect to any defaults or events of default which may arise under the Administrative Agent and Secured Revolving Credit Agreement or the Collateral Agent Indenture at any time on or prior to forbear from, during the Forbearance PeriodTermination Event. For the avoidance of doubt, (x) declaring due the forbearance set forth in this Section 4(d) shall not constitute a waiver with respect to any defaults or any events of default under the Secured Revolving Credit Agreement or the Indenture and payable, shall not bar any Consenting Creditor from filing a proof of claim or both, taking action to establish the principal amount of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations such claim and (y) otherwise exercising nothing in this Agreement, including this Section 4(d), shall limit or prohibit JPMorgan Chase Bank, N.A. from taking any of their other respective rightsrequired actions in its capacity as an agent, remedies, powers, privileges and defenses including under the Secured Revolving Credit Agreement, the other Loan Documents Paragon Parties’ term loan facility or any related guarantee or collateral agreements. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict any right of any Consenting Creditor or the ability of each of the Consenting Creditors to protect and applicable lawpreserve its rights, solely remedies and interests, including its claims against the Paragon Parties. If the transactions contemplated hereby are not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and all of their rights. The Company hereby confirms that no Defaults or Events of Default (as such terms are defined in the Secured Revolving Credit Agreement and the Indenture, respectively) exist under the Secured Revolving Credit Agreement or the Indenture as of the date hereof except for the failure to pay interest due on the extent that such remedies arise exclusively from an Unmatured Default or a Default6.75% Senior Notes on January 15, 2016. Upon the expiration or termination occurrence of the a Forbearance Period in accordance with the terms of this Forbearance and AmendmentTermination Event, the agreement of the Consenting Lenders Creditors hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately and automatically terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived the Paragon Parties hereby waive (to the extent permitted by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth therein).

Forbearance. Subject Each Obligor specifically acknowledges the existence and continuation of the Specified Defaults. In reliance on the representations, warranties, covenants and agreements contained in this Agreement, and subject to the satisfaction of the terms and conditions each condition precedent set forth in Section 5 of 4 hereof but only so long as no Termination Event shall have occurred and except as permitted by this Forbearance and AmendmentAgreement, the Consenting Agent, the Lenders and the Issuing Banks hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance PeriodPeriod from exercising their rights and remedies under the Loan Documents (including any right under Section 2.2.3 or 2.3.3 of the Loan Agreement, any right of setoff (xexcluding the Agent’s right to charge on account under Section 4.1.1(b) declaring due of the Loan Agreement, it being understood and payableagreed that any deemed making of any representations and warranties by the Borrowers on account of such charge shall, if such representations and warranties are not true and correct, for all purposes hereof be treated as a Specified Default) and any right under a power of attorney granted pursuant to Section 8.5(b) of the Loan Agreement) and applicable law arising as a result of the occurrence or bothcontinuance of any of the Specified Defaults. Notwithstanding the foregoing, the principal of and accrued and unpaid interest and fees in respect offorbearance granted by the Agent, the Loans and/or Lenders and the Issuing Banks shall not constitute and shall not be deemed to constitute a waiver of any of the Specified Defaults or of any other Obligations and (y) otherwise exercising any Default or Event of their other respective rights, remedies, powers, privileges and defenses Default under the Credit AgreementLoan Documents. On and after the Termination Date, the Agent’s, the Lenders’ and the Issuing Banks’ agreement hereunder to forbear shall terminate automatically without further act or action by the Agent, any Lender or any Issuing Bank, and the Agent, the Lenders and the Issuing Banks shall be entitled to exercise any and all rights and remedies available to them under this Agreement and the other Loan Documents and applicable Documents, at law, solely to the extent that such remedies arise exclusively from an Unmatured Default in equity or a Default. Upon the otherwise without any further lapse of time, expiration of applicable grace periods or termination requirements of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kindnotice, all of which are hereby expressly waived by each Obligor. For the Company and each avoidance of doubt, (i) an exercise of cash dominion rights, when applicable, shall not be subject to forbearance (other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination than implementing cash dominion solely as a result of the Forbearance Period in accordance with Specified Defaults), (ii) the terms foregoing forbearance shall not prohibit the Agent from delivering notices relating to the Borrowing Base or notices of this Forbearance and Amendment proceed to exercise any and all Default, Event of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a DefaultTermination Event, in each case, (iii) any Overadvance that occurs under Section 2.1.5 of the Loan Agreement shall not be subject to forbearance, and (iv) the terms foregoing forbearance shall not limit or prohibit the Agent from making Protective Advances in its discretion pursuant to Section 2.1.6 of the Loan Agreement (it being understood and conditions set forth thereinagreed that any deemed making of any representations and warranties by the Borrowers on account of any such making of Protective Advances shall, if such representations and warranties are not true and correct, for all purposes hereof be treated as a Specified Default).

Forbearance. Subject Bank agrees to forebear from exercising its rights and remedies under the satisfaction Existing Loan Documents and law ("Default Rights") until the earlier of (a) August 31, 2001, (b) the close of a new equity round of the Borrower, or (c) the occurrence of a Default under this Agreement (the "Forbearance Period"), notwithstanding Borrower's existing default under the Loan Agreement as a result of Borrower's failure to comply with the maximum loss covenant for the period ending 6/30/01 as described in Section 6.2 entitled "Affirmative Covenants" of the Loan Agreement (the foregoing being referred to as "Existing Defaults"). Hereinafter, the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement are hereinafter collectively called the "Loan Documents". By signing below, Borrower acknowledges that it is currently in default and as a result of the Existing Defaults, Bank is entitled to exercise its remedies as provided in the Existing Loan Documents and as provided under applicable law. The Forbearance Period shall be immediately terminated, without notice, if (a) Borrower breaches of any of the terms and conditions set forth in Section 5 this Agreement, (b) the occurrence of any default (other than the Existing Defaults) under the Existing Loan Documents, or (c) if any recital, representation or warranty made herein, in any document executed and delivered in connection herewith, or in any report, certificate, financial statement or other instrument or document previously, now or hereafter furnished by or on behalf of the Borrower in connection with this Forbearance Agreement or any other document executed and Amendmentdelivered in connection with this Agreement, shall prove to have been false, incomplete or misleading in any material respect on the Consenting Lenders hereby agree date as of which it was made (collectively, a "Default"), whereupon Bank, at its option, without any notice to Borrower, may immediately cease making any further Advances and may immediately exercise any Default Rights. Bank's agreement to forbear from, and instruct from enforcing its Default Rights under the Administrative Agent and Existing Loan Documents until the Collateral Agent to forbear from, during end of the Forbearance PeriodPeriod (a) in no way shall be deemed an agreement by Bank to waive Borrower's compliance with all other terms of the Existing Loan Documents, (x) declaring due as modified by this Loan Modification and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations Forbearance Agreement and (yb) otherwise exercising shall not limit or impair Bank's right to demand strict performance of all other terms and covenants as of any date. Nothing in this Loan Modification and Forbearance Agreement in any way shall constitute Bank's waiver of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, Existing Defaults. Borrower further agrees that the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured exercise of any Default or a Default. Upon the expiration or Rights by Bank upon termination of the Forbearance Period in accordance with the terms shall not be affected by reason of this Forbearance Agreement, and Amendmentthe Borrower shall not assert as a defense thereto the passage of time, estoppel, laches or any statute of limitations to the agreement of extent that the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement exercise of any demand, presentment, protest, or notice of any kind, all of which are waived Default Rights was precluded by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth therein.

Forbearance. Subject Each Loan Party specifically acknowledges the existence and continuation of the Liquidity Period and the Specified Default. In reliance on the representations, warranties, covenants and agreements contained in this Agreement, and subject to the satisfaction of the terms and conditions each condition precedent set forth in Section 5 of 4 hereof but only so long as the Forbearance Termination Date shall not have occurred and except as permitted by this Forbearance and AmendmentAgreement, the Consenting Administrative Agent, the Swingline Lender, the Issuing Bank and the Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due Period from exercising their rights and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses remedies under the Credit Agreement, the other Loan Documents and applicable lawlaw arising as a result of the occurrence or continuance of the Specified Default and the Potential Defaults. Notwithstanding the foregoing, solely the forbearance granted by the Administrative Agent, the Swingline Lender, the Issuing Bank, and the Lenders shall not constitute, and shall not be deemed to constitute, (a) a waiver of the extent that such remedies arise exclusively from an Unmatured Specified Default, the Potential Defaults, or of any other Default or Event of Default under the Loan Documents or (b) a Default. Upon waiver of any rights or remedies arising under the expiration or termination Loan Documents as a result of the existence and continuance of the Liquidity Period. On and after the Forbearance Period in accordance with the terms of this Forbearance and AmendmentTermination Date, the Administrative Agent’s, the Swingline Lender’s, the Issuing Bank’s and the Lenders’ agreement of the Consenting Lenders hereunder to forbear from exercising their respective shall terminate automatically without further act or action by any such Persons, and the Administrative Agent, the Swingline Lender, the Issuing Bank and the Lenders shall be entitled to exercise any and all rights and remedies with respect available to an Unmatured Default them under this Agreement or a Default shall immediately terminate the other Loan Documents, at law, in equity or otherwise without the requirement any further lapse of any demandtime, presentment, protest, expiration of applicable grace periods or notice requirements of any kindnotice, all of which are hereby expressly waived by the Company and each other Loan Party. The Company and For the other Loan Parties agree that avoidance of doubt, (i) the foregoing forbearance shall not prohibit the Administrative AgentAgent from delivering notices relating to the Borrowing Base or notices of any other Defaults, the Collateral Agent Events of Default or the Consenting Lenders may at a Forbearance Termination Event, (ii) any time following the expiration or termination Overadvance that occurs under Section 2.24 of the Forbearance Period Credit Agreement shall not be subject to forbearance, and (iii) the foregoing forbearance shall not limit or prohibit the Administrative Agent from making Protective Advances in accordance with the terms of this Forbearance and Amendment proceed its discretion pursuant to exercise any and all of their respective rights and remedies under any or all Section 2.25 of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth therein.

Forbearance. Subject During the Forbearance Period (1) none of the Collateral Agent, Lender, Daiwa, or any Participant shall (A) exercise any rights or remedies pursuant to the satisfaction Program Documents with respect to any Existing Defaults, or (B) prior to the occurrence and continuation of a Servicer Termination Event, sell or direct or instruct the sale of any of the terms and conditions set forth Designated Receivables, except as provided in Section 5 4.6 of this Forbearance Supplement, and Amendment(ii) interest on the Note shall accrue at the Interest Rate as if none of the Existing Defaults occurred or are continuing, provided, that, upon the occurrence of a Servicer Termination Event interest on the Note shall accrue, from and after the Effective Date, at the interest rate applicable for the occurrence and continuation of an Event of Default. From and after the Expiration Date, each of the Collateral Agent, the Consenting Lenders hereby agree to forbear fromLender, Daiwa, and instruct any Participant may exercise any rights or remedies that it may have pursuant to any of the Administrative Agent Program Documents as a result of any of (i) the Existing Defaults or (ii) any Event of Default or Servicer Termination Event as defined in and pursuant to the Credit Agreement or the Servicing Agreement, respectively. Notwithstanding the foregoing, in the event the Borrower becomes subject to, and is a debtor, directly or by consolidation with West or any other affiliate of West in any bankruptcy proceeding, each of the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payable, or bothAgent, the principal of Lender, Daiwa, and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising Participant may exercise any of their other respective rights, remedies, powers, privileges and defenses under rights or remedies that it may have pursuant to the Credit Agreement, the Servicing Agreement or any of the Program Documents provided that none of them shall take any action or consent to any action that results or may result in (i) the liquidation or sale of any of the Designated Accounts other Loan Documents and applicable lawthan as provided in this Supplement, solely (ii) removal of the Servicer other than as provided in this Supplement, (iii) any reduction, limit or delay of the payment of any fees or compensation or amounts payable to the extent that such remedies arise exclusively from an Unmatured Default Servicer pursuant to the Servicing Agreement, or a Default. Upon (iv) the expiration impairment, limitation or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement restriction of any demandrights, presentment, protest, powers or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree remedies that the Administrative Agent, the Collateral Agent or the Consenting Lenders Servicer may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject have pursuant to the terms and conditions set forth thereinServicing Agreement.

Forbearance. Subject to the satisfaction of the terms and conditions set forth in Section 5 of this Forbearance and Amendmentherein, the Consenting Lenders hereby agree to forbear fromAdministrative Agent, and instruct the Administrative Collateral Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder party hereto agree to forbear from exercising their respective rights and remedies under the Credit Agreement and the other Credit Documents solely with respect to an Unmatured the Designated Events of Default until October 30, 2009 (such date, subject to the following proviso, the “Forbearance Termination Date”); provided, that the Forbearance Termination Date shall be automatically accelerated to the date of the earliest to occur of any of the following events: (a) the occurrence after the date hereof of any Default or a Event of Default shall immediately terminate other than the Designated Events of Default, (b) the failure of the Borrower or any of the other Credit Parties to comply with any term, covenant or provision set forth in this Agreement, including, without limitation, those set forth in Section 1.02 and Section IV hereof, (c) the requirement occurrence after the date hereof of any demand, presentment, protest, payment by or notice on behalf of the Borrower of any kindinterest or other amounts (whether in cash, all by capitalizing such interest or other amounts or otherwise) to the holders of which are waived (x) the Spinco Senior Notes or (y) the 13 1/8% Senior Notes issued by the Company Borrower pursuant to the Indenture, dated as of July 29, 2009, between the Borrower and each U.S. Bank National Association, as trustee, (d) the occurrence after the date hereof of any payment by or on behalf of the Borrower of any amounts payable under or in respect of any Secured Interest Rate Agreement and (e) the date that any of the Credit Parties or any of their respective affiliates joins in, assists, cooperates or participates as an adverse party or adverse witness in any suit or other Loan Party. The Company and proceeding against the other Loan Parties agree that Administrative Agent, the Collateral Agent, the Lenders or any affiliate of the Administrative Agent, the Collateral Agent or any Lender relating to the Consenting Lenders may at Obligations or in respect of any time following amounts owing under or in connection with the expiration Credit Agreement, the other Credit Documents, this Agreement or termination any documents, agreements or instruments executed in connection therewith. On and after the Forbearance Termination Date, the Administrative Agent, the Collateral Agent and each of the Forbearance Period in accordance with the terms of this Forbearance and Amendment Lenders party hereto may proceed to exercise enforce any and and/or all of their respective rights and remedies under any or all in respect of the Credit Agreement, the other Loan Credit Documents and/or and applicable law, including their respective rights including, without limitation, the right to require that the Borrower repay immediately any amounts then due and remedies with respect to an Unmatured Default or a Default, in each case, subject owing to the terms Administrative Agent, the Collateral Agent and conditions set forth thereinthe Lenders without the giving of notice or the expiration of any applicable grace period.

Forbearance. Subject From and after the Effective Date (as defined below) and through the earlier of: (i) 4:30 p.m. Eastern Daylight Time on June 26, 2020, (ii) 4:30 p.m. Eastern Daylight Time on the third business day after the occurrence of the matters set forth on Schedule 3, and (iii) the occurrence and continuance of a Triggering Event (as defined herein) (the “Forbearance Period”), each of the Participating Counterparties shall and hereby agrees to forbear from exercising any of its rights or remedies, as applicable, under its respective Applicable Agreements in respect of the Acknowledged Events of Default; provided that, without limiting and subject to the satisfaction foregoing, each Participating Counterparty shall be permitted during the Forbearance Period to request, demand, or provide notice of margin, collateral or payments under the terms and conditions Applicable Agreements or other applicable law; provided further that nothing contained herein will prevent a Participating Counterparty from exercising any such rights or remedies that are required by FINRA Rule 4210 as long as the applicable Participating Counterparty has exercised good faith efforts to obtain a waiver of, an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210. Except as expressly set forth in Section 5 this Agreement, nothing contained in this Agreement shall be deemed to constitute a waiver of this Forbearance and Amendment, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payable, any Acknowledged Event of Default or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising default, event of default or termination event under any of their other respective rightsthe Applicable Agreements or an amendment, remedies, powers, privileges and defenses under supplement or modification of any term or condition of any of the Credit Agreement, the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a DefaultApplicable Agreements. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and AmendmentPeriod, the agreement of the Consenting Lenders hereunder Participating Counterparties to forbear from exercising their respective rights as set forth in this Section 1 shall be void ab initio and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kindkind (including any written notice of such termination or any obligation to provide notice of any default, event of default, termination event or exercise of remedies that may be required under such Applicable Agreement), all of which are hereby waived by the Company and each other Loan PartyCompanies. The Company Companies hereby acknowledge and agree that, upon the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period Period, the Participating Counterparties that are party hereto may at any time, and from time to time, in accordance their sole and absolute discretion, with respect to the terms Acknowledged Events of this Forbearance Default or any other default or event of default that may have occurred under the Applicable Agreements, exercise against any applicable Seller Entity (and Amendment proceed to exercise its properties) any and all of their respective rights rights, remedies, powers and remedies privileges under any or and in accordance with such Applicable Agreements, applicable law and/or equity, all of which rights, remedies, powers and privileges are fully reserved by each of the Credit AgreementParticipating Counterparties, the other Loan Documents and/or applicable lawand without regard to any grace or notice periods provided under such Applicable Agreements, including their respective rights and remedies with respect all of which shall be deemed to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth thereinhave expired.

Forbearance. Subject Bank agrees to forebear until March 31, 2005 (the satisfaction “Forbearance Period”) from exercising its rights and remedies under the Existing Loan Documents and under applicable law (“Default Rights”), notwithstanding Borrower’s existing default under the Loan Agreement as a result of Borrower’s failure to maintain the terms and conditions set forth in minimum Adjusted Tangible Net Worth required by Section 5 of this Forbearance and Amendment, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Loan Documents and applicable law, solely Schedule to the extent Loan Agreement (the foregoing being referred to as the “Existing Default”). The Existing Loan Documents, as modified by this Agreement are hereinafter collectively called the “Loan Documents”). By signing below, Borrower acknowledges that it is currently in default and as a result of such remedies arise exclusively from an Unmatured default, Bank is entitled to exercise the Default or a Remedies. Nothing in this Agreement in any way shall constitute Bank’s waiver of Borrower’s Existing Default. Upon Borrower further agrees that the expiration or exercise of any Default Rights by Bank upon termination of the Forbearance Period in accordance with shall not be affected by reason of this Agreement, and the Borrower shall not assert as a defense thereto the passage of time, estoppel, laches or any statute of limitations to the extent that the exercise of any Default Rights was precluded by this Agreement. The Forbearance Period shall be immediately terminated, without notice, if (a) Borrower breaches of any of the terms set forth in this Agreement, (b) the occurrence of this Forbearance any default (other than the Existing Default) under the Existing Loan Documents, or (c) if any recital, representation or warranty made herein, in any document executed and Amendmentdelivered in connection herewith, the agreement or in any report, certificate, financial statement or other instrument or document previously, now or hereafter furnished by or on behalf of the Consenting Lenders hereunder Borrower in connection with this Agreement or any other document executed and delivered in connection with this Agreement, shall prove to forbear from exercising their respective rights and remedies with have been false, incomplete or misleading in any material respect to an Unmatured Default or a Default shall immediately terminate without on the requirement of any demand, presentment, protest, or notice of any kind, all date as of which are waived by the Company it was made (collectively, a “Default”), whereupon Bank, at its option, without any notice to Borrower, may immediately cease making any Loans and each other Loan Partymay immediately exercise any Default Remedies. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or Upon termination of the Forbearance Period described above, without any notice to Borrower, Bank may exercise any remedies available to Bank under the Loan Documents and under applicable law. In addition, Bank’s agreement to continue to forbear from enforcing its remedies under the Existing Loan Documents until the end of the Forbearance Period, notwithstanding Borrower’s Existing Default under the Existing Loan Documents, (a) in accordance no way shall be deemed an agreement by Bank to waive Borrower’s compliance with the all other terms of the Existing Loan Documents, as modified by this Forbearance Agreement and Amendment proceed (b) shall not limit or impair Bank’s right to exercise any and demand strict performance of all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth thereincovenants as of any date.

Forbearance. Subject Provided that each of the Credit Parties complies with all of the requirements contained in this Agreement, the Credit Agreement and the other Credit Documents (other than the Existing Events of Default or the failure to make a Required Payment (as hereinafter defined)), the Banks executing this Agreement shall forbear from enforcing their remedies with respect to the satisfaction Existing Events of Default and with respect to failures to make any principal amortization payments scheduled to be made (each, a "Required Payment") during the period (the "Forbearance Period") commencing on the date hereof and ending on the earliest to occur of the terms following: (a) December 14, 2001, (b) the termination of the period during which the holders of the Mezzanine Subordinated Note Documents are required under that certain Subordination Agreement dated as of August 11, 2000 by and conditions set forth in Section 5 of this Forbearance and Amendmentamong the Parent, the Consenting Lenders hereby agree to forbear fromBorrower, and instruct the Administrative Agent on behalf of the Banks, and the Collateral Agent holders of the Mezzanine Subordinated Note Documents (the "Mezz Debt Subordination Agreement") to forbear fromrefrain from exercising their remedies as a result of a default under the Mezzanine Subordinated Note Documents (the "Subordinated Debt Standstill Period"), during or (c) the date upon which there occurs any Default or Event of Default under the Credit Agreement or the other Credit Documents (other than the Existing Events of Default or the failure to make a Required Payment) or the date upon which any of the Credit Parties fails to comply with any of the requirements set forth herein or any terms and provisions hereof. At the end of the Forbearance Period, (x) declaring if Borrower has not paid, in full, all amounts due and payable, owing hereunder or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, Agreement and the other Loan Credit Documents and applicable law(including, solely without limitation, all of the Required Payments), and/or if the Borrower has not cured the Existing Events of Default to the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the expiration or termination full satisfaction of the Forbearance Period Required Banks in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective sole and absolute discretion, then the Banks may immediately commence, proceed or otherwise continue with any or all rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without available under the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company Credit Agreement and the other Loan Parties agree that Credit Documents, under applicable law or otherwise, without any notice or demand to any Credit Party or any other party, but as among the Administrative Agent, Agents and the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each caseBanks, subject to the terms provisions of the Credit Agreement with respect to exercising remedies. This Agreement is an accommodation to the Credit Parties and conditions set forth thereinthe Credit Parties remain bound to perform their respective obligations under the Credit Agreement and the other Credit Documents except as otherwise provided in this Agreement.

Forbearance. Subject During the Forbearance Period (as defined below), Lender will not make demand for payment under the Restated Revolving Note and/or Restated Term Note, or exercise any of its rights or remedies under the Credit Documents with respect to the satisfaction Designated Defaults (as defined below). For purposes of this Agreement, "Forbearance Period" means the period commencing on the date hereof and ending on the earlier of: (a) August 31, 2004; (b) the occurrence of a Default hereunder; (c) the termination of the terms forbearance period pursuant to that certain Forbearance Agreement by and conditions set forth in Section 5 of this Forbearance and Amendmentamong Continental Global Group, the Consenting Lenders hereby agree to forbear fromInc. ("Continental Global"), N.E.S. Investment Co., and instruct CFSC Wayland Advisors, Inc., dated as of April 26, 2004 (the Administrative Agent "Global Forbearance Agreement"); and/or (d) either the Trustee under, or holders of 25% or more of the Series A and Series B Notes issued by Continental Global and administered by Norwest Bank Minnesota, Trustee under, that certain Indenture, dated as of April 1, 1997 (the Collateral Agent "Indenture"), have declared the Series A and Series B Notes and/or any Liquidated Damages (as defined in the Indenture) to forbear from, during the Forbearance Period, (x) declaring be due and payable; provided, or bothhowever, that Lender's present willingness to so forbear and to forgo the principal exercise of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective Lender's rights, remedies, powers, powers and/or privileges and defenses under the Credit AgreementDocuments shall only be construed as a limited, one-time forbearance. The Borrowers acknowledge and agree that, notwithstanding the other Loan Documents foregoing: (i) except as set forth herein, Lender reserves the right to enforce each and every term of the Credit Documents; (ii) Lender is under no duty or obligation of any kind or any nature to grant the Borrowers any additional period of forbearance beyond the Forbearance Period; (iii) Lender's actions in entering into this Agreement shall not be construed as a waiver or relinquishment of, or estoppel to assert, any of Lender's rights or remedies under any of the Credit Documents, applicable law or in equity; and (iv) Lender's actions in entering into this Agreement are without prejudice to Lender's right to pursue any and all remedies under the Credit Documents, pursuant to applicable law, solely or in equity available to it in the extent that such remedies arise exclusively from an Unmatured Default sole discretion upon the termination (whether upon expiration thereof, upon acceleration, or a Default. Upon the expiration or termination otherwise) of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth thereinPeriod.

Forbearance. Subject (a) In reliance upon the representations, warranties and covenants of the Loan Parties contained in this Forbearance, and subject to the satisfaction of the terms and conditions set forth in Section 5 of this Forbearance and AmendmentForbearance, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent other Secured Parties party hereto agree to forbear from, during the Forbearance Period, (x) declaring due Period from exercising their rights and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses remedies under the Credit Agreement, Agreement and the other Loan Documents or applicable law or otherwise in respect of or arising out of the Existing Defaults. (b) Unless the Obligations (other than contingent indemnification obligations not yet accrued and applicable lawpayable) have been satisfied in full and the Outstanding Amount of the L/C Obligation related to each outstanding Letter of Credit shall constitute (and be deemed issued as) a Letter of Credit under, solely and as defined in, that certain debtor-in-possession credit agreement contemplated in the Interim DIP Order or has been cash collateralized or, if satisfactory to the extent that such remedies arise exclusively from an Unmatured Default or L/C Issuer in its sole discretion, a Default. Upon backstop letter of credit is in place, upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and AmendmentPeriod, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company Administrative Agent and the other Loan Secured Parties agree party hereto to forbear shall automatically and without further action terminate and be of no force and effect, it being expressly agreed that the effect of such termination will be to permit the Administrative Agent, Agent and the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed other Secured Parties party hereto to exercise any and immediately all of their respective rights and remedies under the Credit Agreement and the Loan Documents and applicable law, including, but not limited to accelerating all of the Obligations under the Credit Agreement and the Loan Documents, in each case without any further notice to any Loan Party, passage of time or all forbearance of any kind. (c) Without limiting the foregoing, the Required Lenders hereby direct the Administrative Agent during the Forbearance Period not to: (i) deliver a notification of a Cash Dominion Event to any Loan Party pursuant to Section 2.05(b)(iii) of the Credit Agreement; (ii) deliver a notification to any Borrower denying any request on the conversion or continuation of any Eurocurrency Rate Loans, EURIBOR Loans or CDOR Loans or the conversion of any Loans in Alternative Currency to Loans denominated in Dollars; (iii) charge Default Rate on any Loans or other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth therein.Obligations; or

Forbearance. Subject Commencing on the Agreement Effective Date, each Consenting Creditor agrees to forbear, until the date that is one day after the Petition Date, from the exercise of its rights (including any right of set-off) or remedies it may have under the Credit Agreement and Notes Indenture, as applicable, in each case, solely with respect to the satisfaction Company Parties’ current or anticipated defaults as set forth on Schedule 2 to this Agreement (the “Specified Defaults”) and on no other basis. Each Consenting Creditor further agrees that if any applicable indenture trustee, administrative agent or collateral agent takes any action inconsistent with any such Consenting Creditor’s obligations under this Agreement, such Consenting Creditor shall direct and use commercially reasonable efforts to cause such indenture trustee, administrative agent or collateral agent to cease and refrain from taking such actions. For the avoidance of doubt, the terms Credit Agreement and conditions the Notes Indenture shall remain in full force and effect, and 19 EXECUTION VERSION are hereby ratified and confirmed, except, in each case, as expressly modified in this Section 4.03. The forbearance set forth in this Section 5 4.03 shall not constitute a waiver with respect to any default or event of this Forbearance and Amendment, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses default under the Credit Agreement, Agreement or Notes Indenture (other than the other Loan Documents Specified Defaults during the term of the Agreement Effective Period) and applicable law, solely shall not bar any Consenting Creditor from filing a proof of claim or taking action to establish the extent that amount of such remedies arise exclusively from an Unmatured Default or a Defaultclaim. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and AmendmentAgreement, the agreement of the Consenting Lenders hereunder Creditors to forbear from exercising their respective rights and remedies in accordance with respect to an Unmatured Default or a Default this Section 4.03 shall immediately terminate without the requirement of any demand, presentment, protest, presentment or notice protest of any kind, all of which are waived by the Company Parties hereby waive. Section 5. Additional Provisions Regarding the Consenting Creditors’ Commitments. Notwithstanding anything to the contrary in this Agreement, and each other Loan Party. The Company notwithstanding any delivery of a consent or vote to accept the Plan by any Consenting Creditor, or any acceptance of the Plan by any class of creditors, nothing in this Agreement shall: (a)be construed to prohibit any Consenting Creditor from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement, the Definitive Documents or the Restructuring; (b) be construed to prohibit any Consenting Creditor from appearing as a party-in-interest in any matter to be adjudicated in a Chapter 11 Case, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement or the Restructuring, and are not for the purpose of delaying, interfering, impeding, or taking any other Loan Parties agree that the Administrative Agentaction to delay, interfere with or impede, directly or indirectly, the Collateral Agent Restructuring; (c) affect the ability of any Consenting Creditor to consult with any other Consenting Creditor, the Company Parties, Ascent or any other party in interest; (d) impair or waive the rights of any Consenting Lenders may at Creditor to assert or raise any time following the expiration objection not prohibited under or termination inconsistent with this Agreement; (e) prevent any Consenting Creditor from enforcing this Agreement and/or any of the Forbearance Period in accordance with the terms Definitive Documents; (f) prevent any Consenting Creditor from exercising any of this Forbearance and Amendment proceed to exercise any and all of their respective its rights and remedies under any or all of the Credit Agreement, Definitive Documents; (g) obligate a Consenting Creditor to deliver a vote to support the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default Plan or prohibit a DefaultConsenting Creditor from withdrawing such vote, in each casecase from and after the Termination Date (other than a Termination Date as a result of the occurrence of the Plan Effective Date); provided that upon the withdrawal of any such vote after the Termination Date (other than a Termination Date as a result of the occurrence of the Plan Effective Date), subject such vote shall be deemed void ab initio and such Consenting Creditor shall have the opportunity to the terms and conditions set forth therein.change its vote; 20

Forbearance. Subject to the satisfaction all of the terms and conditions set forth in Section 5 of this Forbearance and Amendmentherein, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder agree to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without under the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company Agreement and the other Loan Parties agree Documents that are based solely on the Administrative occurrence of the Specified Defaults until that date (the “Forbearance Termination Date”; the period from the Effective Date (as hereinafter defined) through the Forbearance Termination Date being the “Forbearance Period”)) which is the earliest to occur of the following: (1) the date on which any Default other than (i) the Specified Defaults occurs; or (ii) the Borrowers failure to comply with Item 19(a) of the Addendum to the Loan Agreement; (2) the failure of any Borrower to comply with any term set forth in this Agreement, including, without limitation, the undertakings set forth in Section 2 hereof; (3) the date that any Borrower joins in, assists, cooperates or participates as an adverse party or adverse witness in any suit or other proceeding against the Agent, any Lender, or any affiliate of any of the Collateral foregoing relating to any Obligations or any amounts owing hereunder, under the Loan Agreement or under any other Loan Document or in connection with or related to any of the transactions contemplated by the Loan Agreement or any of the other Loan Documents, including this Agreement and any documents, agreements or instruments executed in connection with this Agreement; (4) the date any third party exercises any right or remedy it may have as a result of any of the Specified Defaults or any of the events or omissions that constitute the Specified Defaults (including, without limitation and in any event, accelerating the payment of any Indebtedness, declaring an “event of default”, exercising default remedies with respect to any collateral security); or (5) 12:01 A.M. (New York time) on January 26, 2010. On and after the Forbearance Termination Date, the Agent or and each of the Consenting Lenders may at proceed, without any time following requirement for notice to the expiration Borrowers or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed any other obligor, to exercise enforce any and or all of their respective rights and remedies under any or all in respect of the Credit this Agreement, the Loan Agreement, any of the other Loan Documents and/or or applicable law, including their respective rights including, without limitation, the right to require that the Borrowers repay immediately any amounts then owing under the Loan Agreement and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth thereinother Loan Documents.

Forbearance. Subject Until the earlier of (i) the termination of this Agreement in accordance with its terms, including, without limitation, termination by Abiomed pursuant to Section 6.4(a)(v), (ii) any demand for payment or declaration of default under the promissory notes issued in the Bridge Facility, and (iii) the occurrence of any Bankruptcy Event prior to the satisfaction Closing, Abiomed shall forbear from exercising the Warrant or exercising any of its rights or remedies under the terms Note and conditions set forth in Section 5 the Security Agreements or take any other action with respect to the Company, WHI or any of this Forbearance and Amendmenttheir Affiliates as a result of any Event of Default or event which, with the giving of notice, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payablelapse of time, or both, the principal would become an Event of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses Default under the Credit AgreementNote or the Security Agreements. Abiomed hereby (a) consents to the Company and WHI entering into the Bridge Facility, (b) waives any provision of the Note and the other Loan Documents and applicable law, solely to Abiomed Agreements that would prohibit (x) the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the expiration or termination incurrence of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived indebtedness by the Company and each other Loan Party. The WHI under the Bridge Facility or (y) the Company or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any Event of Default or event which, with the other Loan Parties agree that the Administrative Agentgiving of notice, the Collateral Agent lapse of time, or both, would become an Event of Default under the Note or the Consenting Lenders may at any time following the expiration or termination Security Agreements solely as a result of the Forbearance Period in accordance with Company or WHI entering into or otherwise performing under the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a DefaultBridge Facility (except, in each case, subject with respect to payment of the Bridge Facility prior to the terms Closing). Abiomed acknowledges that each of Venrock and conditions set forth thereinSSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice of any demand for repayment under the Bridge Facility at or prior to the same time that such demand is made to the Company and/or WHI, and (ii) provide Abiomed with notice of any event of default under the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of the assets of the Company or WHI to secure the Bridge Facility without Abiomed's prior written consent.

Forbearance. Subject From and after the Effective Date (as defined below) and through the earlier of: (i) 6:30 p.m. Eastern Daylight Time on the first business day that is fifteen (15) calendar days after the Effective Date, and (ii) the occurrence and continuance of a Triggering Event (as defined herein) (the “Forbearance Period”), each of the Participating Counterparties shall and hereby agrees to forbear from exercising any of its rights or remedies, as applicable, under its respective Applicable Agreements in respect of the Acknowledged Events of Default; provided that, without limiting and subject to the satisfaction foregoing, each Participating Counterparty shall be permitted during the Forbearance Period to request, demand, or provide notice of margin, collateral or payments under the terms and conditions Applicable Agreements or other applicable law; provided further that nothing contained herein will prevent a Participating Counterparty from exercising any such rights or remedies that are required by FINRA Rule 4210 as long as the applicable Participating Counterparty has exercised good faith efforts to obtain a waiver of, an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210. Except as expressly set forth in Section 5 this Agreement, nothing contained in this Agreement shall be deemed to constitute a waiver of this Forbearance and Amendment, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payable, any Acknowledged Event of Default or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising default, event of default or termination event under any of their other respective rightsthe Applicable Agreements or an amendment, remedies, powers, privileges and defenses under supplement or modification of any term or condition of any of the Credit Agreement, the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a DefaultApplicable Agreements. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and AmendmentPeriod, the agreement of the Consenting Lenders hereunder Participating Counterparties to forbear from exercising their respective rights as set forth in this Section 1 shall be void ab initio and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kindkind (including any written notice of such termination or any obligation to provide notice of any default, event of default, termination event or exercise of remedies that may be required under such Applicable Agreement), all of which are hereby waived by the Company and each other Loan PartyCompanies. The Company Companies hereby acknowledge and agree that, upon the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period Period, the Participating Counterparties that are party hereto may at any time, and from time to time, in accordance their sole and absolute discretion, with respect to the terms Acknowledged Events of this Forbearance Default or any other default or event of default that may have occurred under the Applicable Agreements, exercise against any applicable Seller Entity (and Amendment proceed to exercise its properties) any and all of their respective rights rights, remedies, powers and remedies privileges under any or and in accordance with such Applicable Agreements, applicable law and/or equity, all of which rights, remedies, powers and privileges are fully reserved by each of the Credit AgreementParticipating Counterparties, the other Loan Documents and/or applicable lawand without regard to any grace or notice periods provided under such Applicable Agreements, including their respective rights and remedies with respect all of which shall be deemed to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth thereinhave expired.

Forbearance. Subject to the satisfaction all of the other terms and conditions set forth herein, and (a) solely with respect to any defaults or breaches arising out of the Specified Events, Holder agrees to forbear from exercising its rights and remedies under the May Note and Security Agreement (it being understood that nothing herein shall constitute a waiver of any Event of Default pursuant to the May Note or the Security Agreement) solely during the period from the date hereof until that date (the “Forbearance Termination Date”) which is the earliest to occur of (i) the failure after the date hereof of the Company to comply with any of the terms or undertakings of this Agreement, including, without limitation, the covenants set forth in Section 5 of this Forbearance and Amendment, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period4 hereof, (xii) declaring due and payablea breach of any warranty or representation of the Company in this Agreement, or both, (iii) the principal occurrence of and accrued and unpaid interest and fees in respect of, a different Event of Default (other than a default arising out of the Loans and/or any other Obligations and (ySpecified Events) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under either the Credit Agreement, February Note or the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a DefaultMay Note. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and AmendmentTermination Date, the agreement of the Consenting Lenders hereunder Holder to forbear from exercising their respective its rights and remedies with in respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Specified Events shall automatically terminate for all purposes under the May Note and Security Agreement for all periods, including periods after the Forbearance Period in accordance with the terms of this Forbearance Termination Date and Amendment Holder shall be free to proceed to exercise any and all of their respective rights and remedies under enforce any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective its rights and remedies with respect set forth in the May Note or the Security Agreement including, without limitation, the right to an Unmatured Default or a Default, in each casedemand the immediate repayment of the May Note and to take possession of the collateral under the Security Agreement. The Company hereto agrees that, subject to the terms agreement of Holder to forbear from exercising certain of its rights and conditions remedies as and to the extent expressly set forth thereinin this Agreement, all rights and remedies of Holder under the May Note and Security Agreement shall continue to be available to Holder from and after the date of this Agreement.

Forbearance. Subject to In reliance upon the satisfaction representations, warranties and covenants of the terms and conditions set forth Credit Parties contained in Section 5 of this Forbearance and Amendment, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear fromAgreement, during the Forbearance Period, (x) declaring due and payable, without waiving the Acknowledged Events of Default or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the expiration Event of Default that may now exist or termination which may occur hereafter, each of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company Administrative Agent and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Forbearing Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each caseagrees that, subject to the terms and conditions set forth thereinof this Agreement, the Administrative Agent and the Forbearing Lenders shall forbear from exercising any remedies that it or they may have against the Borrower or any other Credit Party or their respective assets and properties solely as a result of the occurrence of the Acknowledged Events of Default. Such forbearance does not apply to any Default, Event of Default (other than the Acknowledged Events of Default) or other failure by the Borrower or any other Credit Party to perform in accordance with the Credit Agreement or any other Credit Document (including, without limitation, this Agreement). Notwithstanding the foregoing forbearance with respect to each Acknowledged Event of Default during the Forbearance Period, for the avoidance of doubt, an Event of Default, to the extent having occurred and continuing, shall continue to exist for all purposes under the Credit Agreement and the other Credit Documents, and, as a result, (i) the Borrower may not give any Notice of Borrowing or make any Letter of Credit Request, and no Notice of Borrowing or Letter of Credit Request shall be honored during the Forbearance Period and (ii) no Auto-Extension Letter of Credit may be renewed or extended during the Forbearance Period to the extent that the Non-Extension Notice Date under any such Auto-Extension Letter of Credit occurs five (5) or more Business Days after the date hereof. The Administrative Agent, the Borrower and each Letter of Credit Issuer hereby agrees that, pursuant to Section 3.2(b) of the Credit Agreement, this Agreement shall constitute written notice that one or more applicable conditions specified in Article VIII of the Credit Agreement cannot be satisfied during the Forbearance Period and, therefore, no Letter of Credit Issuer shall permit the extension of any such Auto-Extension Letter of Credit to the extent that the Non-Extension Notice Date thereunder occurs during the Forbearance Period and not less than five (5) Business Days after the date hereof.

Forbearance. The Company and Xxxxx acknowledge the existence of the Specified Defaults, including the failure of Facility Substantial Completion and Final Completion to be achieved. Subject to the satisfaction of the terms and conditions set forth in Section 5 herein, throughout the period commencing on the date of this Agreement and ending on the applicable date set forth in the first sentence of Section 6 (the “Forbearance and AmendmentPeriod”), the Consenting Lenders hereby agree to forbear fromLenders, and instruct the Administrative Lender, the Administrative Agent and the Collateral Agent (acting at the written direction of the Administrative Lender) hereby agree to forbear fromfrom exercising any and all available default rights and remedies under the Agreement, during the Notes. the Account and Security Agreement, the deeds of trust creating the Liens described in Article XI of the Account and Security Agreement, the Class B Investors Pledge Agreement and the Special Interest Investors Pledge Agreement and at applicable law as the result of the occurrence and continuance of the Specified Defaults. The Company and Xxxxx acknowledge and agree that the foregoing agreement to forbear exercising such default rights and remedies throughout the Forbearance Period shall not constitute a waiver of the Specified Defaults or a waiver of any other Credit Agreement Event of Default or Credit Agreement Default that is not waived by Section 3 of this Forbearance Agreement, and that the Lenders, the Administrative Lender, the Administrative Agent and the Collateral Agent expressly reserve all such default rights and remedies. The Company and Xxxxx further acknowledge and agree that the Lenders, the Administrative Lender, the Administrative Agent and the Collateral Agent may exercise any and all such default rights and remedies at any time following the earliest to occur of (a) the expiration of the Forbearance Period, (xb) declaring due and payablethe occurrence during the Forbearance Period of any additional Credit Agreement Default or Credit Agreement Event of Default, other than those potential Credit Agreement Defaults or bothCredit Agreement Events of Default expressly waived in Section 3 of this Forbearance Agreement (including, without limitation, any default under this Forbearance Agreement), (c) any of MLE, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“MLP”), UTC, the principal of and accrued and unpaid interest and fees in respect ofCompany, the Loans and/or any other Obligations and (y) otherwise exercising Xxxxx or any of their respective Affiliates takes any action against the Facility, any other respective rightscollateral for the Advances (including, remedies, powers, privileges and defenses under the Credit Agreementwithout limitation, the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the expiration or termination additional collateral described in Article XI of the Forbearance Period in accordance with the terms of this Forbearance Account and AmendmentSecurity Agreement), the agreement Company or Xxxxx or any of its Affiliates which the Administrative Lender believes would materially adversely affect the interests of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demandLenders, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative AgentLender, the Collateral Administrative Agent or the Consenting Lenders may Collateral Agent, and (d) the aggregate balance in the Security Accounts under the Account and Security Agreement being less than $175,000 at any time following the expiration from February 1 through February 24, 2011 or termination less than $250,000 at any time thereafter (any of the events described in clause (a), (b), (c) or (d) a “Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth thereinTermination Event”).

Forbearance. Subject PBF shall forbear from exercising its rights or remedies with respect to foreclosure of the satisfaction security interests in the Collateral, imposition of the Default Interest rate or other enforcement of the Term Note and other Factoring Documents on the terms and conditions set forth herein including the following: The Maximum Commitment set forth in Schedule 1 of the Domestic Factoring Agreement is hereby amended to mean an amount equal to the lesser of (a) Three Million Dollars or (b) the Advance Rate; and the Maximum Commitment set forth in Schedule 1 of the Ex-Im Factoring Agreement is hereby amended to mean an amount equal to the lesser of (a) Four Million Dollars or (b) the Advance Rate. There shall be no default under the New Loan Documents or the Factoring Documents apart from the Defaults; There shall be no default, as defined in Section 5 11 below, under this Forbearance Agreement; STI shall, on or before January 31, 2004, have closed and received all funds to be paid to STI pursuant to the `Initial Equity' investment described in Article II of the Investment Agreement, STI shall, on or before May 5, 2004, have closed and received all funds to be paid to STI pursuant to the `Second Equity' investment described in Article II of the Investment Agreement; The terms of this Forbearance Agreement and Amendment, the Consenting Lenders hereby agree to forbear fromNew Loan Documents control over any provisions in the Xxxxxxx Letter Agreement or the Investment Agreement, and instruct performance under the Administrative Agent Xxxxxxx Letter Agreement and Investment Agreement shall be done in a manner consistent with this Forbearance Agreement and the New Loan Documents; No other holder of a voluntary or involuntary lien against all or part of the Collateral Agent shall initiate any action to forbear fromforeclose or otherwise enforce such lien; and If not terminated earlier pursuant to section 11 below, during this forbearance shall terminate on May 5, 2004, at which time the Forbearance Period, (x) declaring Domestic Factoring Agreement and the Ex-Im Factoring Agreement shall also be deemed to have terminated pursuant to section 10 of each of said agreements. Acknowledgment of Certain Material Facts. STI further acknowledges that the sums claimed by PBF in Recital C to be due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses owing under the Credit AgreementFactoring Documents are currently due and owing, that no defense to payment thereof exists, that the other Loan Factoring Documents are binding and applicable lawenforceable according to their terms, solely and that PBF has no obligation to STI to advance further funds to STI or to purchase accounts under the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon Factoring Documents but continues to have the expiration or termination of the Forbearance Period right to purchase Accounts in its sole discretion in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kindFactoring Documents. Agreement, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth of the Factoring Documents remain in full force and effect, including without limitation the grants of security interests therein.

Forbearance. Subject to the satisfaction of the terms and conditions set forth in Section 5 of this Forbearance and Amendment, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions contained herein and subject to performance by Borrower of all of the terms of this Agreement and the Loan Agreement and Loan Documents after the date hereof, Lender shall forbear from exercising any remedies that Lender has against Borrower as a result of the occurrence of the Existing Non-Compliance Event, until the earlier of the following dates (the “Forbearance Period”): (i) July 31, 2020 or (ii) the date any of the following (an “Additional Non-Compliance Event”) shall occur: (a) an Event of Default under the Loan Agreement or any Loan Document occurs (including, without limitation, any Event of Default consisting of the non-compliance with the financial covenant set forth in Recital C for any periods other than the period specified therein, and any Default or Event of Default which has occurred as of this date which is not an Existing Non-Compliance Event) or (b) Borrower fails to pay any amount due under this Agreement or to perform any covenant or other agreement contained in this Agreement or any other document entered into pursuant hereto, or any breach by Borrower of any representation or warranty of this Agreement. This forbearance shall not be deemed a continuing waiver or forbearance with respect to any Event of Default of a nature similar to the Existing Non-Compliance Event that may have occurred before or may occur after the date of this Agreement. At the end of the Forbearance Period, the Forbearance Period under this Agreement shall expire automatically, immediately, and without notice or demand, and subject to Section 4 below, Lender shall be entitled to the immediate exercise of all the rights and remedies available to it under the Loan Documents or otherwise at law. Nothing in this Agreement shall constitute a waiver of any Default or Event of Default under the Loan Documents or of Lender’s rights or remedies under any other indebtedness now or hereafter existing between the Lender and the Borrower. This agreement is being executed by the Lender to accommodate the request of Borrower, and Borrower understands and agrees that Lender has no obligation to grant further forbearances in the future.

Forbearance. Subject to The Company has requested the satisfaction of the terms and conditions set forth in Section 5 of this Forbearance and Amendment, the Consenting Lenders hereby Noteholders agree to forbear from, from exercising rights and instruct remedies arising as a result of the Administrative Agent occurrence of any Events of Default under the Note Purchase and Guarantee Agreement caused solely by the Collateral Agent failure of the Company to forbear from, during comply with (a) the Forbearance Periodprovisions of Section 7.11(a), (xb), (c) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (ye) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement and/or the provisions of Section 8.1 or Section 8.4 of the Credit Agreement, and (b) the other Loan Documents provisions of Section 10.4, 10.5 and applicable lawSection 10.6 of the Note Purchase and Guarantee Agreement, solely in each case, with respect to the extent that such remedies arise exclusively from an Unmatured period commencing on the date hereof and continuing until the earliest date on which any of the following events occur: (i) any Event of Default (other than those Events of Default specified in clauses (a) and (b) above) under the Note Purchase Agreement or a Default. Upon the expiration or Credit Agreement; (ii) the termination of the Forbearance Period Merger Agreement for any reason; (iii) any default by the Company under the Subordinated Loan Agreement or under any other document executed in accordance connection therewith; (iv) any failure by the Company to comply with the terms of this Consent and Forbearance Agreement; (v) any material breach of any representation or warranty made by the Company under this Consent and AmendmentForbearance Agreement; or (vi) any default under the Bank Waiver (as defined below) or any termination of any of the waivers granted thereunder (items (i) - (vi) are individually and collectively referred to as a "FORBEARANCE DEFAULT"). The period from and after the date hereof until, but excluding, the agreement date of the Consenting Lenders hereunder occurrence of any Forbearance Default shall be known as the "FORBEARANCE PERIOD". During the Forbearance Period, but not thereafter, the Noteholders agree to forbear from exercising their respective any rights and remedies with respect to an Unmatured Default or arising as a Default shall immediately terminate without result of the requirement occurrence of any demand, presentment, protest, or notice Events of any kind, all of which are waived by the Company Default specified in clauses (a) and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case(b) above, subject to the terms and conditions set forth thereinin this Consent and Forbearance Agreement.

Forbearance. Subject to In reliance upon the satisfaction representations and warranties, agreements, and covenants of the terms and conditions set forth Notes Parties contained in Section 5 of this Forbearance and Amendment, the Consenting Lenders hereby agree to forbear fromAgreement, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions provided herein, during the period commencing on the date hereof and ending upon the event earliest to occur of (a)–(m) below (any such event in the following clauses (a)–(m) of this Section 1.02, a “Termination Event,” and the period beginning on the date of this Agreement and ending automatically on the date of the Termination Event, the “Forbearance Period”), each Forbearing Stakeholder hereby agrees 1 As defined in that certain Amended and Restated Pari Passu Intercreditor Agreement, dated as of May 5, 2023, by and among, the Issuer, the other grantors party thereto, Xxxxxxx Xxxxx International Bank, as authorized representative for the credit agreement secured parties, and U.S. Bank Trust Company, National Association, as authorized representative for the senior secured notes creditors (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “First Lien Pari Passu Intercreditor Agreement”). -(x) to forbear from exercising any of its Rights and Remedies, including with respect to an acceleration, under the applicable Indentures or applicable law with respect to any Default or any Event of Default (as defined in the applicable Notes Documents) arising under Section 6.01 of the applicable Indentures relating to or as a proximate result of (i) the Issuers’ failure to pay interest on the Notes which was due on October 1, 2023 and payable on October 2, 2023 or during the subsequent 30-day grace period, and (ii) the entry by the Notes Parties into this Agreement with an Affiliate (as defined in each Indenture) of the Issuer without complying with certain requirements set forth thereinin Section 4.14 of each Indenture (clauses (i) and (ii) together, the “Specified Defaults and Events of Default”) and (y) to exercise its rights, as applicable, to direct the Trustees and the Notes Collateral Agents to forbear from exercising any remedy available to the Trustees or Notes Collateral Agents or exercising any trust or power conferred upon the Trustees or Notes Collateral Agents with respect to the Specified Defaults and Events of Default prior to the occurrence of a Termination Event; provided, that any such actions shall be at no cost to the Forbearing Stakeholders, and the Forbearing Stakeholders shall not be required to provide any indemnities or otherwise take any action or issue any direction or instruction that would (or, in the Forbearing Stakeholders’ reasonable discretion, could) cause the Forbearing Stakeholders to become liable for any amounts to the Trustees or any other person. For the avoidance of doubt, each Forbearing Stakeholder agrees that it will not (individually or collectively) deliver any notice or instruction to the Trustees directing the Trustees to exercise any of the rights and remedies under the Indentures or applicable law with respect to the Specified Defaults and Events of Default during the Forbearance Period; provided, further, that interest on all overdue principal and interest (including, for the avoidance of doubt, default interest) with regard to the Notes shall continue to accrue in accordance with the applicable Indentures but, for the avoidance of doubt, shall not be due and payable during the Forbearance Period. A copy of this Agreement shall be delivered by counsel to the Notes Parties to the Trustees, the Notes Collateral Agents, and their respective counsel, with Xxxx, Gotshal & Xxxxxx LLP (“Weil”) as counsel to the Forbearing SoftBank Parties (as defined herein), Xxxxxx LLP (“Cooley”) as counsel to the Forbearing Cupar Parties (as defined herein), and Xxxxx Xxxx & Xxxxxxxx LLP (“Xxxxx Xxxx”) as counsel to the Forbearing AHG Noteholders (as defined herein) copied, and such delivery is hereby deemed to constitute the direction required by subclause (y) of this Section 1.02 and satisfy each Forbearing Stakeholder’s obligation to so direct the Trustees and the Notes Collateral Agents.

Forbearance. Subject Bank agrees to forbear from exercising its rights and remedies under the satisfaction Existing Loan Documents and at law ("Default Rights") until the earlier of (a) October 30, 2002, or (b) the terms and conditions occurrence of a Default under this Agreement (the "Forbearance Period"), notwithstanding Borrower's existing default under the Loan Agreement as a result of Borrower's failure to comply with the profitability covenant set forth in Section 5 6.2 of this Forbearance and Amendmentthe Loan Agreement for the fiscal quarter ended June 30, 2002 (the foregoing being referred to as "Existing Defaults"). Hereinafter, the Consenting Lenders hereby agree Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement are hereinafter collectively called the "Loan Documents". By signing below, Borrower acknowledges that it is currently in default and as a result of the Existing Defaults, Bank is entitled to forbear from, and instruct exercise its remedies as provided in the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Existing Loan Documents and as provided under applicable law. The Forbearance Period shall be immediately terminated, solely without notice, if (a) Borrower breaches of any of the terms set forth in this Agreement, (b) the occurrence of any default (other than the Existing Defaults) under the Existing Loan Documents, or (c) if any recital, representation or warranty made herein, in any document executed and delivered in connection herewith, or in any report, certificate, financial statement or other instrument or document previously, now or hereafter furnished by or on behalf of the Borrower in connection with this Agreement or any other document executed and delivered in connection with this Agreement, shall prove to have been false, incomplete or misleading in any material respect on the extent date as of which it was made (collectively, a "Default"), whereupon Bank, at its option, without any notice to Borrower, may immediately cease making any Advances and may immediately exercise any Default Rights. Bank's agreement to forbear from enforcing its Default Rights under the Existing Loan Documents until the end of the Forbearance Period (a) in no way shall be deemed an agreement by Bank to waive Borrower's compliance with all other terms of the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement and (b) shall not limit or impair Bank's right to demand strict performance of all other terms and covenants as of any date. Nothing in this Loan Modification and Forbearance Agreement in any way shall constitute Bank's waiver of the Existing Defaults. Borrower further agrees that such remedies arise exclusively from an Unmatured the exercise of any Default or a Default. Upon the expiration or Rights by Bank upon termination of the Forbearance Period in accordance with the terms shall not be affected by reason of this Forbearance Agreement, and Amendmentthe Borrower shall not assert as a defense thereto the passage of time, estoppel, laches or any statute of limitations to the agreement of extent that the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement exercise of any demand, presentment, protest, or notice of any kind, all of which are waived Default Rights was precluded by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth therein.

Forbearance. Subject (a) The Noteholder agrees that, for the period from the Effective Date to the satisfaction Termination Date (as defined below), it will not exercise any of the remedies available to it, nor will it instruct the Trustee to exercise any of the remedies available to it, and it hereby instructs the Trustee to not exercise any of the remedies available to it, in each case, under the Indentures (including, without limitation, the right to accelerate the Notes as contemplated in Section 6.2 of the Indentures) solely as a result of the occurrence of any Specified Indenture Default. On the Termination Date, all of the terms and conditions set forth provisions of the Indentures with respect to the Specified Indenture Defaults shall have the same force and effect as if this Agreement had not been entered into by the parties hereto, and the Noteholder and the Trustee shall have all of the rights and remedies afforded to them under the Indentures and under applicable law with respect to the Specified Indenture Defaults as though no forbearance had been granted by them as provided hereunder, without any further action by the Noteholder or the Trustee. Nothing in this Section 5 2 shall affect, or shall be deemed to affect, any of this Forbearance the rights and Amendmentremedies of the Noteholder or the Trustee under, or in connection with, the Consenting Lenders hereby agree Indentures with respect to forbear fromany Default or Event of Default, and instruct other than the Administrative Agent and Specified Indenture Defaults, or any other event or occurrence. The "Termination Date" shall be the Collateral Agent to forbear fromearliest of (i) September 15, during the Forbearance Period2003, (xii) declaring due and payablethe date on which each Specified Indenture Default has been cured or waived, which cure or bothwaiver shall have become effective, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Loan Documents and applicable law, solely through amendments to the extent that such remedies arise exclusively from an Unmatured Default Indentures or a Default. Upon otherwise or (iii) the expiration or termination of date on which the Bank Forbearance Period (as defined below) is terminated in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth thereinthereof.

Forbearance. Subject to 1. For the satisfaction period (the “Forbearance Period”) beginning as of the terms date first above written (the “Commencement Date”) and conditions set forth in Section 5 ending on the earlier to occur of (a) 5:00 p.m., New York time, on October 17, 2008, and (b) termination of this forbearance as provided herein (the “Forbearance and AmendmentTermination Date”), the Consenting Lenders Agent and the Lenders, without waiving, curing or ceasing the continuance of the Specified Events of Default, hereby agree to forbear fromfrom the exercise of any of their rights and remedies available under the Credit Agreement and the Loan Documents on account of the Specified Events of Default. Neither the Agent nor the Lenders shall have any obligation to make any Loans, issue, extend or renew, and instruct the Administrative Agent Borrower shall not request the issuance, extension or renewal of, any Letters of Credit or otherwise extend credit to the Borrower under the Credit Agreement during the Forbearance Period. The Lenders have considered and the Collateral Agent will continue to forbear from, consider during the Forbearance Period, (x) declaring due and payablein their sole discretion, whether to honor borrowing requests or requests for issuances of Letters of Credit. Any past or future Loans to, or both, issuances of Letters of Credit for the principal of and accrued and unpaid interest and fees in respect account of, the Borrower should not be considered an agreement, express or implied, on the part of the Lenders to make any additional Loans and/or or to issue any other Obligations and (y) otherwise exercising additional Letters of Credit or an agreement to waive any terms of their other respective rights, remedies, powers, privileges and defenses under the Credit AgreementAgreement in the future, including, without limitation, the other Loan Documents satisfaction of conditions precedent to funding. The Agent’s and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies Lenders’ forbearance provided for herein shall be effective only with respect to an Unmatured the Specified Events of Default or a Default and shall immediately automatically terminate without the requirement and cease to be of any demandforce and effect, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting and Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies as may be available under any or all of the Credit Agreement, the other Loan Documents and/or Agreement and under applicable law, including their respective rights and remedies with respect to an Unmatured upon or after the occurrence of any other Default or Event of Default under the Credit Agreement or any Loan Document (other than the Specified Events of Default) or a Default, in each case, subject to default under the terms and conditions set forth thereinof this Agreement (individually a “Forbearance Default” and, collectively, the “Forbearance Defaults”).

Forbearance. Subject From and after the Effective Date (as defined below) and through the earlier of: (i) 4:30 p.m. Eastern Daylight Time on June 1, 2020, and (ii) the occurrence and continuance of a Triggering Event (as defined herein) (the “Forbearance Period”), each of the Participating Counterparties shall and hereby agrees to forbear from exercising any of its rights or remedies, as applicable, under its respective Applicable Agreements in respect of the Acknowledged Events of Default; provided that, without limiting and subject to the satisfaction of the terms and conditions set forth in Section 5 of this Forbearance and Amendmentforegoing, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear fromeach Participating Counterparty shall be permitted, during the Forbearance Period, (x) declaring due and payableto request, demand, or bothprovide notice of margin, collateral or payments under the principal of and accrued and unpaid interest and fees in respect Applicable Agreements or applicable law; provided further that nothing contained herein will prevent a Participating Counterparty from exercising any such rights or remedies that are required by FINRA Rule 4210 as long as the applicable Participating Counterparty has exercised good faith efforts to obtain a waiver of, the Loans and/or or an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210. Except as expressly set forth in this Agreement, nothing contained in this Agreement shall be deemed to constitute a waiver of any Acknowledged Event of Default or any other Obligations and (y) otherwise exercising default, event of default or termination event under any of their other respective rightsthe Applicable Agreements or an amendment, remedies, powers, privileges and defenses under supplement or modification of any term or condition of any of the Credit Agreement, the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a DefaultApplicable Agreements. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and AmendmentPeriod, the agreement of the Consenting Lenders hereunder Participating Counterparties to forbear from exercising their respective rights as set forth in this Section 1 shall be void ab initio and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kindkind (including any written notice of such termination or any obligation to provide notice of any default, event of default, termination event or exercise of remedies that may be required under the respective Applicable Agreements), all of which are hereby waived by the Company and each other Loan PartyCompanies. The Company Companies hereby acknowledge and agree that, upon the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period Period, the Participating Counterparties that are party hereto may at any time, and from time to time, in accordance their sole and absolute discretion, with respect to the terms Acknowledged Events of this Forbearance Default or any other default or event of default that may have occurred under the respective Applicable Agreements, exercise against any applicable Seller Entity (and Amendment proceed to exercise its properties) any and all of their respective rights rights, remedies, powers and remedies privileges under any or and in accordance with such Applicable Agreements, applicable law and/or equity, all of which rights, remedies, powers and privileges are fully reserved by each of the Credit AgreementParticipating Counterparties, the other Loan Documents and/or applicable lawand without regard to any grace or notice periods provided under such Applicable Agreements, including their respective rights and remedies with respect all of which shall be deemed to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth thereinhave expired.

Forbearance. Subject During the Forbearance Period (as defined below), Lender will not make demand for payment under the Restated Revolving Note and/or Restated Term Note, or exercise any of its rights or remedies under the Credit Documents with respect to the satisfaction Designated Defaults (as defined below). For purposes of this Agreement, "Forbearance Period" means the period commencing on the date hereof and ending on the earlier of: (a) July 13, 2004; (b) the occurrence of a Default hereunder; (c) the termination of the terms forbearance period pursuant to that certain Forbearance Agreement by and conditions set forth in Section 5 of this Forbearance and Amendmentamong Continental Global Group, the Consenting Lenders hereby agree to forbear fromInc. ("Continental Global"), N.E.S. Investment Co., and instruct CFSC Wayland Advisors, Inc., dated as of April 26, 2004 (the Administrative Agent "Global Forbearance Agreement"); and/or (d) either the Trustee under, or holders of 25% or more of the Series A and Series B Notes issued by Continental Global and administered by Norwest Bank Minnesota, Trustee under, that certain Indenture, dated as of April 1, 1997 (the Collateral Agent "Indenture"), have declared the Series A and Series B Notes and/or any Liquidated Damages (as defined in the Indenture) to forbear from, during the Forbearance Period, (x) declaring be due and payable; provided, or bothhowever, that Lender's present willingness to so forbear and to forgo the principal exercise of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective Lender's rights, remedies, powers, powers and/or privileges and defenses under the Credit AgreementDocuments shall only be construed as a limited, one-time forbearance. The Borrowers acknowledge and agree that, notwithstanding the other Loan Documents foregoing: (i) except as set forth herein, Lender reserves the right to enforce each and every term of the Credit Documents; (ii) Lender is under no duty or obligation of any kind or any nature to grant the Borrowers any additional period of forbearance beyond the Forbearance Period; (iii) Lender's actions in entering into this Agreement shall not be construed as a waiver or relinquishment of, or estoppel to assert, any of Lender's rights or remedies under any of the Credit Documents, applicable law or in equity; and (iv) Lender's actions in entering into this Agreement are without prejudice to Lender's right to pursue any and all remedies under the Credit Documents, pursuant to applicable law, solely or in equity available to it in the extent that such remedies arise exclusively from an Unmatured Default sole discretion upon the termination (whether upon expiration thereof, upon acceleration, or a Default. Upon the expiration or termination otherwise) of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth thereinPeriod.

Forbearance. Subject to The Loan Parties acknowledge and agree that (a) the satisfaction Existing Events of Default have occurred and are continuing and (b) upon the terms and conditions set forth in Forbearance Termination Date (defined below) the forbearance provided under this Section 5 of this Forbearance and Amendment, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent 1 shall terminate and the Collateral Agent to forbear from, during Agents and Lenders shall have the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed right to exercise any and all of their respective rights and remedies under Section 9.01 of the Credit Agreement or otherwise under the Loan Documents or under applicable law or at equity due to such Existing Events of Default or any other Event of Default that has occurred and is continuing. The Agents and Lenders hereby agree as of the date hereof to forbear from exercising any rights or remedies under Section 9.01 of the Credit Agreement or otherwise under the Loan Documents or under applicable law or at equity with respect to the Existing Events of Default until the earliest of (i) the occurrence of a breach or default under this Agreement, (ii) the occurrence of a Default other than an Existing Event of Default, or (iii) December 29, 2008. The Loan Parties acknowledge and agree that, if any breach or default under this Agreement occurs, or if any Default other than an Existing Event of Default occurs, the Forbearance Termination Date shall be deemed to have occurred immediately prior thereto, this Section 1 shall cease to be effective, and the Agents and Lenders shall be entitled to (x) terminate all Commitments under the Credit Agreement and declare all of the Loans then outstanding to be due and payable, whereupon the aggregate principal of all Loans, all accrued and unpaid interest thereon, all fees and all other amounts payable under the Credit Agreement, Agreement and the other Loan Documents and/or applicable lawshall become due and payable immediately, including without presentment, demand, protest or further notice of any kind and (y) exercise immediately their respective rights and remedies with respect under the Loan Documents and under applicable law or at equity. Each Loan Party hereby further acknowledges and agrees that from and after the Forbearance Termination Date, the Agents and Lenders shall be under no obligation of any kind whatsoever to an Unmatured forbear from exercising any remedies on account of the Existing Events of Defaults or any other Event of Default (whether similar or a Default, in each case, subject dissimilar to the terms Existing Events of Default). It is the Agents’ and conditions set forth thereinLenders’ current intention not to grant any extensions to the forbearance period provided above.

Forbearance. Subject Notwithstanding the Existing Defaults, and subject to the satisfaction of the terms and conditions set forth in Section 5 provisions of this Forbearance and Amendment, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Loan Documents and applicable lawLender agrees that, solely to the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon until the expiration or earlier termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment(as defined below), the agreement of the Consenting Lenders hereunder to Lender will forbear from exercising their respective its rights and remedies under the Loan Documents and/or applicable law solely with respect to an Unmatured Default the Existing Defaults; provided, however, that nothing herein shall restrict, impair or otherwise affect the exercise of Lender’s rights under this Agreement; and provided, further, that no such forbearance shall constitute a Default waiver with respect to the Existing Defaults (other than as set forth in the following sentence). Notwithstanding anything to the contrary contained herein, if, on or prior to the expiration (but not earlier termination) of the Forbearance Period, the Borrower Parties have satisfied the conditions to such forbearance set forth in Section 4 below (including, without limitation, the payment in full of the Indebtedness by Borrower (including for the avoidance of doubt, the Exit Fee, the Minimum Multiple Fee and if applicable, any Breakage Fees, together with any out-of-pocket attorneys’ fees and costs accrued to date)), Lender shall immediately terminate without be deemed to have waived the requirement Existing Defaults and shall have no right to exercise any rights or remedies under the Loan Documents and/or applicable law solely with respect to the Existing Defaults; provided that to the extent that any Borrower Party makes any payment(s) to Lender which payment(s) or any portion thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required, in connection with any bankruptcy, insolvency, reorganization, dissolution, liquidation or other like proceeding or for any other reason, to be repaid or paid over to a custodian, trustee, receiver or any other party under any bankruptcy act, state or federal law, ​ ​ common law or equitable cause, then to the extent of any demandsuch payment or repayment, presentment, protest, the obligation or notice of any kind, all of which are waived by part thereof intended to be satisfied shall be revived and continue in full force and effect as if such payment(s) had not been made and the Company and each other Loan PartyBorrower Parties shall be primarily liable for the revived obligations. The Company foregoing sentence shall not be construed and is not intended to preclude Lender from exercising its rights and remedies under the other Loan Parties agree that Documents and/or applicable law with respect to the Administrative Agent, existence of the Collateral Agent or the Consenting Lenders may at any time following Existing Defaults after the expiration (other than expiration after satisfaction of the conditions to forbearance as set forth above) or earlier termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth therein.Period. ​

Forbearance. Subject The Lender hereby agrees, subject to the satisfaction of the terms terms, conditions and conditions limitations set forth in Section 5 of this Forbearance and Amendment, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement exercise of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective its rights and remedies under the Credit Documents for a period (the “Forbearance Period”) commencing as of the effective date hereof and continuing until the date (the “Forbearance Termination Date”) which is the earlier of (a) December 10, 2006 (the “Scheduled Forbearance Termination Date”), (b) the occurrence of a Default or Event of Default (other than the Specified Defaults) under the Credit Documents, (c) the failure of any Credit Party to comply with the terms or conditions of this Agreement or the Credit Documents, if and as modified by this Agreement, (d) any further material adverse change in the financial condition or business prospects of the Credit Parties shall occur, (e) the commencement after the date hereof by any of the Credit Parties or any officer, director, shareholder, guarantor, subsidiary or affiliate of any the Credit Parties of any lawsuit, litigation or other proceeding against the Lender, any affiliate of the Lender or any officer, director, employee or agent of the Lender or any affiliate of the Lender in connection with the Credit Documents, this Agreement or any other credit relationship between the Lender, any affiliate of the Lender and any of the Credit Parties, (f) the creation or incurrence after the date hereof of any lien, security interest, mortgage or other encumbrance (hereinafter an “Encumbrance”) other than Encumbrances existing on the date hereof and known to the Lender or Encumbrances in favor of the Lender with respect to any of the Collateral, (g) the dissolution, liquidation, merger, consolidation or sale of all or substantially all of the properties or assets of the Borrower or the taking of any action by the Borrower or any of its officers, directors or shareholders which may result in any such corporate action by the Borrower, (h) the commencement by or against any of the Credit AgreementParties of a proceeding under Federal bankruptcy law, any Federal or state insolvency law or any other law for the benefit of creditors, or (i) the sale or other disposition of any product line or other properties and assets of the Borrower (other than in the normal course of business or in connection with any sale, transfer or exchange of slow-moving inventory for either cash or assets). On and after the Forbearance Termination Date, the other Loan Documents and/or applicable law, including their respective Lender shall be free in its sole and absolute discretion to exercise any of its rights and remedies with respect as aforesaid without further notice to an Unmatured Default or a Default, in each case, subject to demand upon the terms and conditions set forth thereinCredit Parties.

Forbearance. Subject Bank agrees to forbear from exercising its rights and remedies under the satisfaction Existing Loan Documents and at law ("Default Rights") until the earlier of (a) October 7, 2003, or (b) the terms and conditions occurrence of a Default under this Agreement (the "Forbearance Period"), notwithstanding Borrower's existing default under the Loan Agreement as a result of Borrower's failure to comply with the Tangible Net Worth covenant set forth in Section 5 6.7 of the Loan Agreement, through the day of this Loan Modification and Forbearance and AmendmentAgreement (the foregoing being referred to as "Existing Defaults"), Hereinafter, the Consenting Lenders hereby agree Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement are hereinafter collectively called the "Loan Documents". By signing below, Borrower acknowledges that it is currently in default and as a result of the Existing Defaults, Bank is entitled to forbear from, and instruct exercise its remedies as provided in the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Existing Loan Documents and as provided under applicable law. The Forbearance Period shall be immediately terminated, solely without notice, if (a) Borrower breaches of any of the terms set forth in this Agreement, (b) any default occurs (other than the Existing Defaults) under the Existing Loan Documents, or (c) any recital, representation or warranty made herein, in any document executed and delivered in connection herewith, or in any report, certificate, financial statement or other instrument or document previously, now or hereafter furnished by or on behalf of the Borrower in connection with this Agreement or any other document executed and delivered in connection with this Agreement, shall prove to have been false, incomplete or misleading in any material respect on the extent date as of which it was made (collectively, a "Default"), whereupon Bank, at its option, without any notice to Borrower, may immediately cease making any Advances and may immediately exercise any Default Rights. Bank's agreement to forbear from enforcing its Default Rights under the Existing Loan Documents until the end of the Forbearance Period (a) in no way shall be deemed an agreement by Bank to waive Borrower's compliance with all other terms of the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement and (b) shall not limit or impair Bank's right to demand strict performance of all other terms and covenants as of any date. Nothing in this Loan Modification and Forbearance Agreement in any way shall constitute Bank's waiver of the Existing Defaults. Borrower further agrees that such remedies arise exclusively from an Unmatured the exercise of any Default or a Default. Upon the expiration or Rights by Bank upon termination of the Forbearance Period in accordance with the terms shall not be affected by reason of this Forbearance Agreement, and Amendmentthe Borrower shall not assert as a defense thereto the passage of time, estoppel, laches or any statute of limitations to the agreement of extent that the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement exercise of any demand, presentment, protest, or notice of any kind, all of which are waived Default Rights was precluded by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth therein.

Forbearance. Subject Borrower hereby acknowledges that (i) Borrower has failed to comply with Section 9.1 of the Credit Agreement as a result of the existence of overdue accounts payable in amounts which are not otherwise permitted under such Section (the “Accounts Payable Default”), (ii) Borrower has failed to comply with Section 10.1 of the Credit Agreement as a result of its current ratio being less than 1.0 to 1.0 as of the end of the Fiscal Quarter ending December 31, 2008 (the “Current Ratio Default”, and together with the Accounts Payable Default, the “Specified Defaults”), and (iii) the Specified Defaults constitute Events of Default under the Credit Agreement. In reliance on the representations, warranties, covenants and agreements contained in this First Amendment, and subject to the satisfaction of the terms and conditions each condition precedent set forth in Section 5 8 hereof but only so long as no Forbearance Period Termination Event shall have occurred, Administrative Agent (on behalf of this Forbearance and Amendment, the Consenting Lenders Banks) hereby agree to forbear fromuntil the Forbearance Period Termination Date from exercising their rights and remedies arising as a result of the occurrence of the Specified Defaults. Notwithstanding the foregoing, the forbearance granted by Administrative Agent (on behalf of the Banks) pursuant hereto shall not constitute and shall not be deemed to constitute a waiver of any of the Specified Defaults or of any other Default or Event of Default under the Loan Papers. On and after the Forbearance Period Termination Date, or such earlier date on which a Forbearance Period Termination Event occurs, Administrative Agent’s (on behalf of the Banks) agreement hereunder to forbear shall terminate automatically without further act or action by Banks, and instruct the Administrative Agent and the Collateral Agent Banks shall be entitled to forbear from, during the Forbearance Period, (x) declaring due exercise any and payable, or both, the principal of all rights and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses remedies available to them under the Credit Agreement, Agreement or any of the other Loan Documents and applicable Papers, at law, solely to in equity, or otherwise without any further lapse of time, expiration of applicable grace periods, or requirements of notice, all of which are hereby expressly waived by Borrower and the extent other Credit Parties. Borrower and the other Credit Parties hereby acknowledge and understand that such remedies arise exclusively from an Unmatured Default or a Default. Upon upon the expiration or termination of the Forbearance Period Period, if all the Specified Defaults have not been waived in accordance with the terms of this Forbearance and First Amendment, or if there shall at such time exist any additional Default or Event of Default, then Administrative Agent and Banks shall have the agreement right to proceed to exercise any or all available rights and remedies, which may include foreclosure on the collateral for the Obligations and/or institution of legal proceedings. Administrative Agent and Banks shall have no obligation whatsoever to extend the Consenting Lenders hereunder to Forbearance Period, waive any Defaults or Events of Default, defer any payments, or further forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth thereinremedies.

Forbearance. Subject From and after the Effective Date (as defined below) and through the earlier of: (i) 4:30 p.m. Eastern Daylight Time on June 15, 2020, and (ii) the occurrence and continuance of a Triggering Event (as defined herein) (the “Forbearance Period”), each of the Participating Counterparties shall and hereby agrees to forbear from exercising any of its rights or remedies, as applicable, under its respective Applicable Agreements in respect of the Acknowledged Events of Default; provided that, without limiting and subject to the satisfaction of the terms and conditions set forth in Section 5 of this Forbearance and Amendmentforegoing, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear fromeach Participating Counterparty shall be permitted, during the Forbearance Period, (x) declaring due and payableto request, demand, or bothprovide notice of margin, collateral or payments under the principal of and accrued and unpaid interest and fees in respect Applicable Agreements or applicable law; provided further that nothing contained herein will prevent a Participating Counterparty from exercising any such rights or remedies that are required by FINRA Rule 4210 as long as the applicable Participating Counterparty has exercised good faith efforts to obtain a waiver of, the Loans and/or or an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210. Except as expressly set forth in this Agreement, nothing contained in this Agreement shall be deemed to constitute a waiver of any Acknowledged Event of Default or any other Obligations and (y) otherwise exercising default, event of default or termination event under any of their other respective rightsthe Applicable Agreements or an amendment, remedies, powers, privileges and defenses under supplement or modification of any term or condition of any of the Credit Agreement, the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a DefaultApplicable Agreements. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and AmendmentPeriod, the agreement of the Consenting Lenders hereunder Participating Counterparties to forbear from exercising their respective rights as set forth in this Section 1 shall be void ab initio and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kindkind (including any written notice of such termination or any obligation to provide notice of any default, event of default, termination event or exercise of remedies that may be required under the respective Applicable Agreements), all of which are hereby waived by the Company and each other Loan PartyCompanies. The Company Companies hereby acknowledge and agree that, upon the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period Period, the Participating Counterparties that are party hereto may at any time, and from time to time, in accordance their sole and absolute discretion, with respect to the terms Acknowledged Events of this Forbearance Default or any other default or event of default that may have occurred under the respective Applicable Agreements, exercise against any applicable Seller Entity (and Amendment proceed to exercise its properties) any and all of their respective rights rights, remedies, powers and remedies privileges under any or and in accordance with such Applicable Agreements, applicable law and/or equity, all of which rights, remedies, powers and privileges are fully reserved by each of the Credit AgreementParticipating Counterparties, the other Loan Documents and/or applicable lawand without regard to any grace or notice periods provided under such Applicable Agreements, including their respective rights and remedies with respect all of which shall be deemed to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth thereinhave expired.

Forbearance. Subject From and after the Effective Date (as defined below) and through the earlier of: (i) 6:30 p.m. Eastern Daylight Time on the first business day that is fifteen (15) calendar days after the Effective Date, and (ii) the occurrence and continuance of a Triggering Event (as defined herein) (the “Forbearance Period”), each of the Participating Counterparties shall and hereby agrees to forbear from exercising any of its rights or remedies, as applicable, under its respective Applicable Agreements in respect of the Acknowledged Events of Default; provided that, without limiting and subject to the satisfaction of the terms and conditions set forth in Section 5 of this Forbearance and Amendmentforegoing, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear fromeach Participating Counterparty shall be permitted, during the Forbearance Period, (x) declaring due and payableto request, demand, or bothprovide notice of margin, collateral or payments under the principal of and accrued and unpaid interest and fees in respect Applicable Agreements or applicable law; provided further that nothing contained herein will prevent a Participating Counterparty from exercising any such rights or remedies that are required by FINRA Rule 4210 as long as the applicable Participating Counterparty has exercised good faith efforts to obtain a waiver of, the Loans and/or or an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210. Except as expressly set forth in this Agreement, nothing contained in this Agreement shall be deemed to constitute a waiver of any Acknowledged Event of Default or any other Obligations and (y) otherwise exercising default, event of default or termination event under any of their other respective rightsthe Applicable Agreements or an amendment, remedies, powers, privileges and defenses under supplement or modification of any term or condition of any of the Credit Agreement, the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a DefaultApplicable Agreements. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and AmendmentPeriod, the agreement of the Consenting Lenders hereunder Participating Counterparties to forbear from exercising their respective rights as set forth in this Section 1 shall be void ab initio and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kindkind (including any written notice of such termination or any obligation to provide notice of any default, event of default, termination event or exercise of remedies that may be required under the respective Applicable Agreements), all of which are hereby waived by the Company and each other Loan PartyCompanies. The Company Companies hereby acknowledge and agree that, upon the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period Period, the Participating Counterparties that are party hereto may at any time, and from time to time, in accordance their sole and absolute discretion, with respect to the terms Acknowledged Events of this Forbearance Default or any other default or event of default that may have occurred under the respective Applicable Agreements, exercise against any applicable Seller Entity (and Amendment proceed to exercise its properties) any and all of their respective rights rights, remedies, powers and remedies privileges under any or and in accordance with such Applicable Agreements, applicable law and/or equity, all of which rights, remedies, powers and privileges are fully reserved by each of the Credit AgreementParticipating Counterparties, the other Loan Documents and/or applicable lawand without regard to any grace or notice periods provided under such Applicable Agreements, including their respective rights and remedies with respect all of which shall be deemed to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth thereinhave expired.

Forbearance. Subject to the satisfaction all of the terms and conditions set forth in Section 5 of this Forbearance and Amendmentherein, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment, the agreement of the Consenting Lenders hereunder agree to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without under the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company Agreement and the other Loan Parties agree Documents that are based solely on the Administrative occurrence of the Specified Defaults until that date (the “Forbearance Termination Date”; the period from the Effective Date (as hereinafter defined) through the Forbearance Termination Date being the “Forbearance Period”)) which is the earliest to occur of the following: (1) the date on which any Default other than (i) the Specified Defaults occurs; or (ii) the Borrowers failure to comply with Item 19(a) of the Addendum to the Loan Agreement; (2) the failure of any Borrower to comply with any term set forth in this Agreement, including, without limitation, the undertakings set forth in Section 2 hereof; (3) the date that any Borrower joins in, assists, cooperates or participates as an adverse party or adverse witness in any suit or other proceeding against the Agent, any Lender, or any affiliate of any of the Collateral foregoing relating to any Obligations or any amounts owing hereunder, under the Loan Agreement or under any other Loan Document or in connection with or related to any of the transactions contemplated by the Loan Agreement or any of the other Loan Documents, including this Agreement and any documents, agreements or instruments executed in connection with this Agreement; (4) the date any third party exercises any right or remedy it may have as a result of any of the Specified Defaults or any of the events or omissions that constitute the Specified Defaults (including, without limitation and in any event, accelerating the payment of any Indebtedness, declaring an “event of default”, exercising default remedies with respect to any collateral security); or (5) 12:01 A.M. (New York time) on February 22, 2010. On and after the Forbearance Termination Date, the Agent or and each of the Consenting Lenders may at proceed, without any time following requirement for notice to the expiration Borrowers or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed any other obligor, to exercise enforce any and or all of their respective rights and remedies under any or all in respect of the Credit this Agreement, the Loan Agreement, any of the other Loan Documents and/or or applicable law, including their respective rights including, without limitation, the right to require that the Borrowers repay immediately any amounts then owing under the Loan Agreement and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth thereinother Loan Documents.”

Forbearance. Subject to the satisfaction of 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 5 10) until the date (the “Forbearance Termination Date”) which is the earliest to occur of this Forbearance and Amendment(a) Xxxxx 00, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period0000, (x) declaring due 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 Defaults), and payable(d) the date that Borrower joins in, assists, cooperates, or both, participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the principal of and accrued and unpaid interest and fees Obligations in respect of, the Loans and/or any other Obligations and (y) otherwise exercising connection with or related to any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, transactions contemplated by any of the other Loan Documents and applicable lawDocuments. Except as expressly provided herein, solely to this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default other than the extent that such remedies Existing Defaults or Event of Default which may arise exclusively from an Unmatured Default or a Defaultin the future after the date of execution of this Agreement. Upon the expiration or termination of the Forbearance Period in accordance If Borrower does not comply with the terms of this Forbearance Agreement, Bank shall have no further obligations under this Agreement and Amendment, the agreement of the Consenting Lenders hereunder shall be permitted to forbear from exercising their respective exercise at such time any rights and remedies with respect 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 an Unmatured Default or a Default shall immediately terminate without grant any additional extensions of time at the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination end of the Forbearance Period in accordance with Period. The time period between the terms of this Forbearance Effective Date and Amendment proceed the Forbearance Termination Date is referred to exercise any and all of their respective rights and remedies under any or all of herein as the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth therein“Forbearance Period.”

Forbearance. Subject to the satisfaction all of the terms and conditions set forth in Section 5 of this Forbearance and Amendmentherein, the Consenting Lenders hereby Agent and the Purchasers agree to forbear fromfrom exercising their rights and remedies under the Transaction Documents solely with respect to the Specified Events of Default, until that date (the “Forbearance Termination Date”) which is the earliest to occur of: (i) April 22, 2024 (the “Outside Termination Date”); (ii) the date on which any Event of Default (other than the Specified Events of Default) occurs; and instruct (iii) the Administrative date on which any Credit Party fails to comply with any term set forth in this Agreement, including, without limitation, the failure of any Credit Party to meet any Restructuring Milestone by the Applicable Deadline. As used herein, the term “Forbearance Period” shall mean the period beginning on the Forbearance Effective Date (as defined below) and ending on the Forbearance Termination Date. Each Credit Party acknowledges and expressly agrees that on and after the Forbearance Termination Date, the Agent and the Collateral Agent to forbear fromPurchasers may, during the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Loan Documents and applicable law, solely to the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendmentthe Transaction Documents, the agreement of the Consenting Lenders hereunder to forbear from exercising their respective rights and remedies whether with respect to an Unmatured the Specified Events of Default or a Default shall immediately terminate without the requirement other Events of Default, if any, enforce any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under or in respect of this Agreement, the Securities Purchase Agreements, any of the other Transaction Documents or applicable law, including, without limitation, the right: (i) to commence any legal or other action to collect any or all of the Obligations from any or all of the Credit AgreementParties and any other person liable therefor and/or any Collateral; (ii) to foreclose or otherwise realize on any or all of the Collateral and/or as appropriate, set-off or apply to the payment of any or all of the Obligations, any or all of the Collateral; (iii) to vote Collateral consisting of equity interests by proxy; (iv) to exercise dominion over cash in deposit accounts; (v) to take any other enforcement action or otherwise exercise any or all rights and remedies provided for by any or all of the Securities Purchase Agreements, the other Loan Transaction Documents and/or or applicable law; and (vi) to reject any subsequent forbearance, including financial restructuring or other proposal made by or on behalf of the Credit Parties or any of their respective rights and remedies with respect to an Unmatured Default creditors or a Default, in each case, subject to the terms and conditions set forth thereinequity holders.

Forbearance. Subject Notwithstanding the Existing Defaults, and subject to the satisfaction of the terms and conditions set forth in Section 5 provisions of this Forbearance and Amendment, the Consenting Lenders hereby agree to forbear from, and instruct the Administrative Agent and the Collateral Agent to forbear from, during the Forbearance Period, (x) declaring due and payable, or both, the principal of and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Credit Agreement, the other Loan Documents and applicable lawLender agrees that, solely to the extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon until the expiration or earlier termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment(as defined below), the agreement of the Consenting Lenders hereunder to Lender will forbear from exercising their respective its rights and remedies under the Loan Documents and/or applicable law solely with respect to an Unmatured Default the Existing Defaults; provided, however, that nothing herein shall restrict, impair or otherwise affect the exercise of Lender’s rights under this Agreement; and provided, further, that no such forbearance shall constitute a Default waiver with respect to the Existing Defaults (other than as set forth in the following sentence). Notwithstanding anything to the contrary contained herein, if, on or prior to the expiration (but not earlier termination) of the Forbearance Period, the Borrower Parties have satisfied the conditions to such forbearance set forth in Section 4 below (including, without limitation, the payment in full of the Indebtedness by Borrower (including for the avoidance of doubt, the Exit Fee, the Minimum Multiple Fee and if applicable, any Breakage Fees, together with any out-of-pocket attorneys’ fees and costs accrued to such date)), Lender shall immediately terminate without be deemed to have waived the requirement Existing Defaults and shall have no right to exercise any rights or remedies under the Loan Documents and/or applicable law solely with respect to the Existing Defaults; provided that to the extent that any Borrower Party makes any payment(s) to Lender which payment(s) or any portion thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required, in connection with any bankruptcy, insolvency, reorganization, dissolution, liquidation or other like proceeding or for any other reason, to be repaid or paid over to a custodian, trustee, receiver or any other party under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of any demandsuch payment or repayment, presentment, protest, the obligation or notice of any kind, all of which are waived by part thereof intended to be satisfied shall be revived and continue in full force and effect as if such payment(s) had not been made and the Company and each other Loan PartyBorrower Parties shall be primarily liable for the revived obligations. The Company foregoing sentence shall not be construed and is not intended to preclude Lender from exercising its rights and remedies under the other Loan Parties agree that Documents and/or applicable law with respect to the Administrative Agent, existence of the Collateral Agent or the Consenting Lenders may at any time following Existing Defaults after the expiration (other than expiration after satisfaction of the conditions to forbearance as set forth above) or earlier termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, the other Loan Documents and/or applicable law, including their respective rights and remedies with respect to an Unmatured Default or a Default, in each case, subject to the terms and conditions set forth thereinPeriod.