Common use of Forbearance Clause in Contracts

Forbearance. During the Short Term Extension Period Buyer hereby agrees to temporarily forbear from exercising any default-related remedies under the Repurchase Agreement solely to the extent such remedies arise from any Event of Default in existence (whether or not declared) prior to the execution of this Extension Agreement; provided that the foregoing shall not be deemed to limit Buyer’s rights or remedies against Seller or Guarantor arising from any Default or Event of Default occurring after the execution of this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; provided, further, that the agreement of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act of Insolvency against Seller or Guarantor or other proceeding under any bankruptcy, insolvency or similar law, including without limitation, any relief in respect of adequate protection or relief from any stay imposed under such law; provided, further, that the agreement of Buyer temporarily to forebear shall not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect to any borrower under the Senior Loan, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) with respect to any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value of the real estate assets owned by the subsidiaries of the Senior Mezzanine Borrower. Upon the occurrence of the Termination Date, Buyer’s agreement hereunder to forbear from exercising such default-related remedies shall immediately terminate without the requirement of any further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the specified Events of Default shall not constitute a waiver of any such Events of Default. For the avoidance of doubt, nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller and Guarantor (“Third Party Rights”). For purposes of the foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of Buyer.

Forbearance. During The Loan Parties acknowledge and agree that (a) the Short Term Extension Period Buyer Designated Events of Default have occurred and are continuing and (b) upon the Forbearance Termination Date (defined below) the forbearance provided under this Section 1 shall terminate and the Agents and Lenders shall have the right to exercise any and all 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 Designated Events of Default or any other Event of Default that has occurred and is continuing. The Agents and Lenders hereby agrees agree as of the date hereof to temporarily forbear from exercising any default-related remedies under the Repurchase Agreement solely to the extent such remedies arise from any Event of Default in existence (whether or not declared) prior to the execution of this Extension Agreement; provided that the foregoing shall not be deemed to limit Buyer’s rights or remedies against Seller under Section 9.01 of the Credit Agreement or Guarantor arising from any otherwise under the Loan Documents or under applicable law or at equity with respect to the Designated Events of Default until the earliest of (i) the occurrence of a breach or default under this Agreement, (ii) the occurrence of a Default or Event of Default occurring that does not constitute a Designated Event of Default, (iii) the Disposition of all or substantially all of the assets of the Borrower or (iv) the sixth month anniversary of the First Amendment Date (the “Forbearance Termination Date”). The Loan Parties acknowledge and agree that, if any breach or default under this Agreement occurs, or if a Default or Event of Default occurs that does not constitute a Designated Event of Default, in each case after the execution of date hereof, the Forbearance Termination Date shall be deemed to have occurred immediately prior thereto, this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; providedSection 1 shall cease to be effective, further, that and the agreement of Buyer temporarily Agents and Lenders shall be entitled to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act of Insolvency against Seller or Guarantor or other proceeding under any bankruptcy, insolvency or similar law, including without limitation, any relief in respect of adequate protection or relief from any stay imposed under such law; provided, further, that the agreement of Buyer temporarily to forebear shall not apply to nor preclude any remedy available to Buyer (ix) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect to any borrower terminate all Commitments under the Senior Loan, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) with respect to any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value Credit Agreement and declare all of the real estate assets owned by Loans then outstanding to be due and payable, whereupon the subsidiaries aggregate principal of all Loans, all accrued and unpaid interest thereon, all fees and all other amounts payable under the Senior Mezzanine BorrowerCredit Agreement and the other Loan Documents shall become due and payable immediately, without presentment, demand, protest or further notice of any kind and (y) exercise immediately their rights and remedies under the Loan Documents and under applicable law or at equity. Upon Each Loan Party hereby further acknowledges and agrees that from and after the occurrence of the Forbearance Termination Date, Buyer’s agreement hereunder the Agents and Lenders shall be under no obligation of any kind whatsoever to forbear from exercising such default-related any remedies shall immediately terminate without on account of the requirement Designated Events of Defaults or any further demand, presentment, protest other Event of Default (whether similar or notice of any kind, all of which Seller hereby waives dissimilar to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the specified Events of Default shall not constitute a waiver of any such Designated Events of Default. For the avoidance of doubt, nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller and Guarantor (“Third Party Rights”). For purposes of the foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of Buyer.

Forbearance. During the Short Term Extension Period Buyer hereby agrees to temporarily forbear from exercising any default-related remedies under the Repurchase Agreement solely to the extent such remedies arise from any Event of Default in existence (whether or not declared) prior to the execution of this Extension Agreement; provided that the foregoing Holder shall not be deemed to limit Buyerhave waived any of Holder’s rights or remedies against Seller or Guarantor arising from any Default or Event of Default occurring after the execution of this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; providedNote unless such waiver is express and in a writing signed by Hxxxxx, furtherand no delay or omission by Hxxxxx in exercising, that or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or under the agreement of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer other Loan Documents, or at law or in connection with any Act of Insolvency against Seller or Guarantor or other proceeding under any bankruptcyequity, insolvency or similar lawincluding, including without limitation, Holder’s right, after any relief Event of Default, to declare the entire indebtedness evidenced hereby immediately due and payable, shall be construed as a novation of this Note or shall operate as a waiver or prevent the subsequent exercise of any or all of such rights. Acceptance by Hxxxxx of any portion or all of any sum payable hereunder whether before, on or after the due date of such payment, shall not be a waiver of Holder’s right either to require prompt payment when due of all other sums payable hereunder or to exercise any of Holder’s rights, powers and remedies hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’s right to insist thereafter upon strict compliance with the terms hereof without previous notice of such intention being given to Borrower. No exercise of any right by Holder shall constitute or be deemed to constitute an election of remedies by Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents, or at law or in respect equity. Borrower expressly waives, to the extent permitted by law, the benefit of adequate protection any statute or relief from any stay imposed under such law; rule of law or equity now provided, furtheror which may hereafter be provided, that which would produce a result contrary to, or in conflict with, the agreement foregoing. Borrower consents to any and all renewals and extensions in the time of Buyer temporarily payment hereof without in any way affecting the liability of Borrower or any person liable or to forebear shall not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred become liable with respect to any borrower under the Senior Loan, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) with respect to any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value indebtedness evidenced hereby. No extension of the real estate assets owned by time for the subsidiaries of the Senior Mezzanine Borrower. Upon the occurrence of the Termination Date, Buyer’s agreement hereunder to forbear from exercising such default-related remedies shall immediately terminate without the requirement of any further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the specified Events of Default shall not constitute a waiver of any such Events of Default. For the avoidance of doubt, nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller and Guarantor (“Third Party Rights”). For purposes of the foregoing, Seller acknowledges and agrees that execution and delivery payment of this Extension Agreement Note or any installment due hereunder, made by agreement with any person now or hereafter liable for the payment of this Note shall constitute operate to release, discharge, modify, change or affect the making original liability of any necessary demand Borrower under this Note, either in whole or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of Buyerin part, unless Hxxxxx agrees otherwise in writing.

Forbearance. During the Short Term Extension Period Buyer hereby Bank agrees to temporarily forbear forebear until October 31, 2001 from exercising any default-related its remedies under the Repurchase Existing Loan Documents, notwithstanding Borrower's existing default under the Loan Agreement solely as a result of Borrower's failure to the extent such remedies arise from any Event of Default in existence (whether or not declared) prior to the execution of this Extension Agreement; provided that the foregoing shall not be deemed to limit Buyer’s rights or remedies against Seller or Guarantor arising from any Default or Event of Default occurring after the execution of this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; provided, further, that the agreement of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act of Insolvency against Seller or Guarantor or other proceeding under any bankruptcy, insolvency or similar law, including without limitation, any relief in respect of adequate protection or relief from any stay imposed under such law; provided, further, that the agreement of Buyer temporarily to forebear shall not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect to any borrower under maintain the Senior Loan, Senior Mezzanine Loan or Junior Mezzanine Loan or Adjusted Quick Ratio and (ii) with respect to any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect on increase the annual value of its contract value of subscriptions on a quarterly basis (the real estate assets owned foregoing being referred to as "Existing Defaults") or any future breaches under the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement (as so modified, the subsidiaries "Loan Documents"). By signing below, the Borrower acknowledges that they are currently in default and as a result of such default, (i) effective September 1, 2001 and until the earlier of Borrower being in compliance with the Existing Defaults or Bank's waiver of the Senior Mezzanine Existing Defaults the Finance Charge and Collateral Handling Fee shall be increased to the default rates defined in Sections 3.2 and 3.5 and (ii) Bank is entitled to exercise its remedies as provided in the Existing Loan Documents and as provided under applicable law. Nothing in this Agreement in any way shall constitute Bank's waiver of Borrower's Existing Defaults. Upon A breach by Borrower of any of the terms set forth in this Agreement or the occurrence of any default (other than the Termination DateExisting Defaults) under the Existing Loan Documents shall result in immediate termination of Bank's forbearance, Buyer’s whereupon Bank, at its option, without any notice to Borrower, may immediately cease making any Advances and may immediately exercise any remedies available to Bank under the Existing Loan Documents and this Agreement, and under applicable law. 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 hereunder to continue to forbear from exercising such default-related enforcing its remedies under the Existing Loan Documents until the end of the Forbearance Period, notwithstanding Borrower's Existing Defaults under the Existing Loan Documents, (a) in no way shall immediately terminate without be deemed an agreement by Bank to waive Borrower's compliance with all other terms of the requirement 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. The Borrower further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the specified Events of Default shall not constitute a waiver of any such Events of Default. For the avoidance of doubt, nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller and Guarantor (“Third Party Rights”). For purposes of the foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party rights or remedies allowed to Bank when an Event of Default occurs, as provided for in the Existing Loan Documents (the "Default Rights") upon termination of the Forbearance Period 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 of Buyerwas precluded by this Agreement.

Forbearance. During the Short Term Extension Forbearance Period Buyer hereby (as defined below), Lender agrees to temporarily forbear from exercising instituting any default-related remedies under the Repurchase Loan Documents provided, (i) Borrower pays the base rate of interest due under the Loan Agreement solely to on a current basis, and (ii) no lender under any other credit facility under which Borrower is obligated accelerates the extent maturity of such facility upon default or otherwise exercises its remedies arise from as a lender under such facility (each a “Forbearance Termination Event”). Notwithstanding the foregoing, (i) any Event of Default in existence (whether or forbearance granted by Lender shall not declared) prior to the execution of this Extension Agreement; provided that the foregoing constitute and shall not be deemed construed or interpreted to limit Buyer’s rights or remedies against Seller or Guarantor arising from constitute a waiver of any Default or Event of Default occurring after the execution of this Extension Agreement which may now or for any breach by Seller or Guarantor under this Extension Agreement; provided, further, that the agreement of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act of Insolvency against Seller or Guarantor or other proceeding under any bankruptcy, insolvency or similar law, including without limitation, any relief in respect of adequate protection or relief from any stay imposed under such law; provided, further, that the agreement of Buyer temporarily to forebear shall not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect to any borrower hereafter exist under the Senior LoanLoan Documents, Senior Mezzanine Loan or Junior Mezzanine Loan or and (ii) with respect to this Agreement and the forbearance granted by Lender hereunder shall not constitute an amendment or modification of any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value of the real estate assets owned by Loan Documents. All other rights of Lender contained in the subsidiaries of the Senior Mezzanine BorrowerLoan Documents shall remain in full force and effect. Upon the termination of the Forbearance Period (as defined below), or earlier, upon the occurrence of a Forbearance Termination Event, Lender shall have the Termination Dateright to immediately cease or terminate Lender’s forbearance hereunder, Buyer’s agreement hereunder to forbear from exercising such default-related remedies shall immediately terminate without the requirement of any further notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to replevy, protest or notice other formalities of any kind, all of which Seller are hereby waives expressly waived by Borrower, whereupon Lender shall be entitled to exercise all rights and remedies available to Lender under the fullest extent permitted Loan Documents or at law, in equity or otherwise, including, without limitation, institution of collection actions against the Borrower. All periods of limitation specified by applicable law. Seller acknowledges statute and agrees that Buyer’s agreement hereunder all defenses of laches or waiver as to forbear from exercising its default-related remedies with respect to the specified Events any Default or Event of Default existing on the Effective Date or arising during the Forbearance Period (as defined below) will be tolled and otherwise suspended during the Forbearance Period. During the Forbearance Period, no payment of preferred or common dividends (“Dividends”) shall be made by Borrower to its shareholders as long as any Default or Event of Default exists, provided that the Borrower shall not constitute be prohibited from paying any Dividends necessary in order to maintain Borrower’s tax status as a waiver of any such Events of Default. For the avoidance of doubt, nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller and Guarantor real estate investment trust (“Third Party Rights”REIT). For purposes of the foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of Buyer.

Forbearance. During Lender previously agreed to forbear from exercising any rights and remedies under the Short Term Extension Period Buyer hereby Loan Agreement and applicable law because of the Forbearance Events of Default for a limited time period, expiring November 15, 2001, on the terms set forth in the Fourteenth Amendment. By subsequent letter agreement, Lender agreed to extend such forbearance through January 31, 2003. In accordance with the terms hereof, Lender agrees to that, notwithstanding the occurrence of the Forbearance Events of Default and until the expiration of the "Forbearance Period" (as hereinafter defined), Lender will temporarily forbear from exercising any default-related rights and remedies under the Repurchase Agreement solely Loan Documents and applicable law and Lender will continue to make loans to Borrower in accordance with and subject to the extent terms and conditions of the Loan Agreement, as modified and amended by the terms of this Agreement, as though the Forbearance Event of Defaults had not occurred and did not exist, provided however that in addition to and not in derogation of any of Lender's other rights under the Loan Agreement, Lender hereby specifically reserves the right to unilaterally and in Lender's sole and absolute discretion, impose additional reserves and to reduce the Eligible Inventory Sublimit and other sublimits under the Loan Agreement from time to time. As consideration for Lender's entering into this Agreement and to induce Lender to waive the effect of the Forbearance Events of Default on a temporary basis as set forth herein, Borrower acknowledges and agrees that Lender may take the actions described in the preceding sentence without approval from or notice to Borrower and even if the actions so taken by Lender would otherwise be deemed to be commercially unreasonable, economically burdensome or detrimental to Borrower. Borrower hereby consents to any such action or actions on the part of Lender and irrevocably waives any and all rights that Borrower possesses to object to any such action or actions. Upon termination of the Forbearance Period, Lender's agreement to forbear hereunder shall be null and void and Lender shall be free to exercise its rights and remedies arise from under the Loan Agreement and other Loan Documents and applicable law, immediately and without further notice. As used herein, the term "Forbearance Period" means the period beginning on the date hereof and continuing through December 1, 2003 or any earlier date on which Lender terminates its forbearance hereunder as provided in the following sentence. Lender may terminate its forbearance hereunder prior to December 1, 2003 and exercise its rights and remedies under the Loan Agreement, the other Loan Document and at law if it determines that any of the following events has occurred: (i) any Event of Default in existence (whether or not declared) prior to Default, other than the execution of this Extension Agreement; provided that the foregoing shall not be deemed to limit Buyer’s rights or remedies against Seller or Guarantor arising from any Default or Event Forbearance Events of Default occurring (and other than a default under any financial covenant set forth in the Loan Agreement), under the Loan Agreement or any of the other Loan Documents; (ii) a "Material Adverse Change" (as that term is hereinafter defined); or (iii) the failure of Borrower to perform, comply with and observe each and every covenant, warranty, duty and obligation of Borrower hereunder. As used herein, the term "Material Adverse Change" means any material adverse change from and after the execution date hereof in (a) the financial condition, credit, business, prospects, properties or operations of this Extension the Borrower,(b) the ability of the Borrower to perform its obligations under the Loan Agreement or for any breach by Seller or Guarantor under this Extension Agreement; provided, further, that and the agreement of Buyer temporarily Loan Documents to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act of Insolvency against Seller or Guarantor or which it is a party on a timely basis other proceeding under any bankruptcy, insolvency or similar law, including without limitation, any relief in respect of adequate protection or relief from any stay imposed under such law; provided, further, that the agreement of Buyer temporarily to forebear shall not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred than with respect to any borrower under the Senior LoanForbearance Events of Default, Senior Mezzanine Loan or Junior Mezzanine Loan or (iic) with respect to any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value of the real estate assets owned by the subsidiaries of the Senior Mezzanine Borrower. Upon the occurrence of the Termination Date, Buyer’s agreement hereunder to forbear from exercising such default-related remedies shall immediately terminate without the requirement of any further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the specified Events of Default shall not constitute a waiver of any such Events of Default. For the avoidance of doubt, nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller and Guarantor (“Third Party Rights”). For purposes of the foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of BuyerCollateral.

Forbearance. During Subject to the Short Term Extension Period Buyer terms and conditions set forth herein, the Lender hereby agrees that, during the period commencing on the date hereof to temporarily (but excluding) the earlier of (a) November 30, 2009 and (b) the date that a Forbearance Termination Event occurs (such period, the "FORBEARANCE PERIOD"), the Lender shall forbear from (i) declaring the Loans, all interest thereon and all other amounts payable under the Loan Documents to be due and payable as a result of the occurrence of the Specified Defaults and (ii) instituting any judicial or non-judicial action or proceeding to enforce or obtain payment of the Loans or to enforce the Lender's Liens as a result of the Specified Defaults. The Borrower agrees that, during the Forbearance Period, the outstanding principal amount of the Note shall bear interest at a rate per annum equal to the lesser of (i) 18% and (ii) the maximum rate permitted by law. Nothing set forth herein or contemplated hereby is intended to constitute an agreement by the Lender to forbear from exercising any default-related remedies under of the Repurchase Agreement solely to the extent such remedies arise from any Event of Default in existence (whether or not declared) prior to the execution of this Extension Agreement; provided that the foregoing shall not be deemed to limit Buyer’s rights or remedies against Seller available to it under the Loan Documents or Guarantor arising under applicable law (all of which rights and remedies are hereby expressly reserved by the Lender) with respect to the Specified Defaults upon or after the termination of the Forbearance Period. In addition, nothing herein shall be construed to constitute an agreement by the Lender to forbear from exercising any rights and remedies available to it under the Loan Documents as a result of any Default or Event of Default occurring that may exist on or after the execution of date hereof, other than the Specified Defaults. Except as expressly set forth in this Extension Agreement, this Agreement or for any breach by Seller or Guarantor under this Extension Agreement; provided, further, that the agreement of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act of Insolvency against Seller operate as a waiver, amendment or Guarantor or other proceeding under any bankruptcy, insolvency or similar law, including without limitation, any relief in respect of adequate protection or relief from any stay imposed under such law; provided, further, that the agreement of Buyer temporarily to forebear shall not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect to any borrower under the Senior Loan, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) with respect to any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value of the real estate assets owned by the subsidiaries of the Senior Mezzanine Borrower. Upon the occurrence of the Termination Date, Buyer’s agreement hereunder to forbear from exercising such default-related remedies shall immediately terminate without the requirement modification of any further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the specified Events of Default shall not constitute a waiver of any such Events of Default. For the avoidance of doubt, nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller and Guarantor (“Third Party Rights”). For purposes of the foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of BuyerLoan Document.

Forbearance. During Notwithstanding the Short Term Extension Forbearance Defaults, and subject to the provisions of this Agreement, the Lender Parties agree that, until the expiration or earlier termination of the Forbearance Period Buyer hereby agrees to temporarily (as defined below), the Lender Parties will forbear from exercising any default-related their rights and remedies under the Repurchase Agreement Loan Documents and/or applicable law solely with respect to the extent such remedies arise from any Event Forbearance Defaults; provided, however, that nothing herein shall restrict, impair or otherwise affect the exercise of Default in existence (whether or not declared) prior to the execution of Lender Parties’ rights under this Extension Agreement; provided that the foregoing shall not be deemed to limit Buyer’s rights or remedies against Seller or Guarantor arising from any Default or Event of Default occurring after the execution of this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; and provided, further, that no such forbearance shall constitute a waiver with respect to the Forbearance Defaults (other than as set forth in the following sentence) and during the Forbearance Period, to the extent permitted by the Loan Documents, Lender shall be entitled to cure Mortgage Loan Events of Default and make any protective advances (except to the extent that Mortgage Lender is forbearing from taking action with respect to such Forbearance Defaults pursuant to a forbearance agreement acceptable to Lender). Notwithstanding anything to the contrary contained herein, if, on or prior to the expiration (but not earlier termination) of Buyer temporarily the Forbearance Period, the Borrower Parties have satisfied the conditions to forbear such forbearance set forth in Section 4 below and Mortgage Lender has waived the Forbearance Defaults that arise as a result of Mortgage Loan Defaults, the Lender Parties shall not apply be deemed to nor preclude have waived the Forbearance Defaults and shall have no right to exercise any remedy available rights or remedies under the Loan Documents and/or applicable law solely with respect to Buyer the Forbearance Defaults; provided that to the extent that any Borrower Party makes any payment(s) to the Lender Parties which payment(s) or any portion thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required, in connection with any Act of Insolvency against Seller or Guarantor 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 bankruptcybankruptcy act, insolvency state or similar federal law, including without limitationcommon law or equitable cause, any relief then to the extent of such payment or repayment, the obligation or part thereof intended to be satisfied shall be revived and continue in respect of adequate protection or relief from any stay imposed under full force and effect as if such law; provided, further, that payment(s) had not been made and the agreement of Buyer temporarily to forebear Borrower Parties shall be primarily liable for the revived obligations. The foregoing sentence shall not apply be construed and is not intended to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect to any borrower the Lender Parties from exercising their rights and remedies under the Senior Loan, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) with respect to any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value of the real estate assets owned by the subsidiaries of the Senior Mezzanine Borrower. Upon the occurrence of the Termination Date, Buyer’s agreement hereunder to forbear from exercising such default-related remedies shall immediately terminate without the requirement of any further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by Documents and/or applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies law with respect to the specified Events existence of Default shall not constitute a waiver of any such Events of Default. For the avoidance of doubt, nothing herein limits Forbearance Defaults after the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties expiration (other than Seller and Guarantor (“Third Party Rights”). For purposes expiration after satisfaction of the foregoing, Seller acknowledges and agrees that execution and delivery conditions to forbearance as set forth above) or earlier termination of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of BuyerForbearance Period.

Forbearance. During the Short Term Extension Period Buyer period commencing on the date hereof and ending on the termination of this Plan Support Agreement in accordance with its terms, each Consenting Noteholder hereby agrees it will not enforce, or otherwise take any action to temporarily forbear from exercising direct enforcement of, any default-related of the rights and remedies available to the Consenting Noteholders (or any registered holder of Unsecured Notes) or the trustee under the Repurchase Agreement solely to Unsecured Note Indentures or the extent such remedies arise from any Event of Default in existence (whether Unsecured Notes or not declared) prior to the execution of this Extension Agreement; provided that the foregoing shall not be deemed to limit Buyer’s rights or remedies against Seller or Guarantor arising from any Default or Event of Default occurring after the execution of this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; providedotherwise, furtherincluding, that the agreement of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act of Insolvency against Seller or Guarantor or other proceeding under any bankruptcy, insolvency or similar law, including without limitation, any relief action to accelerate, or join in respect of adequate protection any request for acceleration of, the Unsecured Notes (“Remedial Action”) under the Unsecured Note Indentures or relief from any stay imposed under such law; provided, further, that the agreement of Buyer temporarily to forebear shall not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred Unsecured Notes with respect to any borrower under defaults or events of default set forth on Schedule A hereto. The Consenting Noteholders hereby request that during the Senior LoanPlan Support Period any applicable administrative agent or indenture trustee not take, Senior Mezzanine Loan and direct such administrative agent or Junior Mezzanine Loan or (ii) indenture trustee not to take, any Remedial Action with respect to any action necessary defaults or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect events of default set forth on the value Schedule A hereto, and shall, upon request of the real estate assets owned by Memorial Parties, provide such further direction to any administrative agent or indenture trustee as may be necessary to effectuate the subsidiaries intent of the Senior Mezzanine Borrowerforegoing. Upon The Consenting Noteholders further agree that if any applicable administrative agent or indenture trustee takes any action inconsistent with such Consenting Noteholder’s obligations under this Plan Support Agreement, such Consenting Noteholder shall use its commercially reasonable efforts to require such administrative agent or indenture trustee to cease and refrain from taking any such action (including, by written notice to the occurrence of the Termination Dateindenture trustee, Buyer’s agreement hereunder to forbear from exercising rescinding and canceling such default-related remedies shall immediately terminate without the requirement of any further demand, presentment, protest or notice of any kind, all of which Seller hereby waives acceleration to the fullest extent permitted by applicable lawunder the Unsecured Note Indentures). Seller acknowledges and agrees that BuyerThe foregoing forbearance shall not be construed to impair the ability of the Consenting Noteholders or the indenture trustee to exercise any rights or remedies under the Unsecured Note Indentures or take any Remedial Action (x) at any time after the Plan Support Period or (y) during the Plan Support Period, for defaults or events of default other than the defaults or events of default set forth on Schedule A hereto, and, except as provided herein, nothing shall restrict, impair, or otherwise affect the exercise of the Consenting Noteholders’ or the indenture trustee’s agreement hereunder to forbear from exercising its default-related remedies with rights under this Plan Support Agreement, the Unsecured Note Indentures or the Unsecured Notes. With respect to the specified Events of Default foregoing forbearance, each Consenting Noteholder’s agreements, as provided herein, shall not constitute a waiver immediately terminate without requirement for any notice, demand, or presentment of any such Events kind after the Plan Support Period, and the Memorial Parties at that time shall be obligated to comply with and perform all terms, conditions, and provisions of Defaultthe Unsecured Note Indentures and the Unsecured Notes without giving effect to the forbearance, and the indenture trustee and the Consenting Noteholders may at any time thereafter proceed to exercise any and all of their rights and remedies, including, without limitation, their rights and remedies in connection with any defaults or events of default under the Unsecured Note Indentures or rights under this Plan Support Agreement, to the extent continuing. For the avoidance of doubt, nothing herein limits the forbearance set forth in this Section 4(e) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of Buyerthe Consenting Noteholders or the trustee under the Unsecured Note Indentures or Unsecured Notes and shall not, including during except as expressly set forth herein, alter, modify, amend, or in any way affect any of the Short Term Extension Period to take terms, conditions, obligations, covenants, or agreements contained in the Unsecured Note Indentures or the Unsecured Notes or any other provision of the Unsecured Note Indentures or the Unsecured Notes, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The forbearance set forth in this Section 4(e) shall not bar any Consenting Noteholder from filing a proof of claim or taking action to preserve establish the amount of its Claim. If the transactions contemplated hereby are not consummated or exercise rights or remedies against parties other than Seller if this Plan Support Agreement is terminated for any reason, the Parties fully reserve any and Guarantor (“Third Party Rights”). For purposes all of the foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of Buyertheir rights.

Forbearance. During So long as this Agreement is not terminated earlier as provided herein, Bank agrees not to accelerate the Short Term Extension Period Buyer hereby agrees to temporarily forbear from exercising any default-related remedies indebtedness under the Repurchase Agreement solely Note, foreclose or attempt to foreclose any of Borrower's Collateral securing the extent such Note, institute suit or arbitration proceedings for collection of the Note against Borrower, or exercise any other remedies arise against Borrower available to it under the Loan Documents or under applicable law from any Event the Effective Date until November 30, 2003 (the "Termination Date"). The period of Default time from the Effective Date through the Termination Date shall be referred to as the "Forbearance Period." Borrower and Bank acknowledge and agree that from the Effective Date, Borrower shall pay interest at the prevailing Prime Rate of interest announced by the Bank from time to time, plus 4.75%, on the Indebtedness outstanding from time to time. If all amounts due and owing under the Loan are not paid in existence (whether full on or not declared) prior to before the execution Termination Date or the earlier termination of this Extension Agreement; provided that , then Bank may seek to accelerate the foregoing shall not indebtedness under the Note, foreclose upon any of Borrower's Collateral for the Note and to exercise any other remedies to which Bank may be deemed entitled under the Loan Documents or applicable law to limit Buyer’s rights or remedies against Seller or Guarantor arising from any Default or Event of Default occurring after collect amounts due under the execution of this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; provided, further, that the agreement of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act of Insolvency against Seller or Guarantor Note or other proceeding under any bankruptcyLoan Documents. Borrower agrees that Borrower will not, insolvency or similar lawduring the Forbearance Period, including without limitation, any relief in respect of adequate protection or relief from any stay imposed under such law; provided, further, that the agreement of Buyer temporarily to forebear shall not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect to any borrower under the Senior Loan, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) with respect to initiate any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value of the real estate assets owned by the subsidiaries of the Senior Mezzanine Borrower. Upon the occurrence of the Termination Date, Buyer’s agreement hereunder to forbear from exercising such default-related remedies shall immediately terminate without the requirement of any further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies kind against Bank with respect to the specified Events Note, exercise any remedy available under the Loan Documents or otherwise, or make any type of demand upon Bank with respect to the indebtedness evidenced by the Note. During the Forbearance Period, there shall occur no new Default shall not constitute a waiver or event which, with the passage of any such Events of Default. For the avoidance of doubt, nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller and Guarantor (“Third Party Rights”). For purposes of the foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand time or the giving of notice or both, would constitute a Default under any necessary notice for purposes one or more of preserving the Loan Documents or permitting this Agreement. Borrower acknowledges that Bank's obligations under this Agreement are in the nature of a conditional forbearance only, and that Bank has made no agreement or commitment to modify or extend the Loan Documents beyond the Forbearance Period, and upon the termination of the Forbearance Period or earlier termination of this Agreement, Bank shall have the immediate and unconditional right to exercise of any such Third Party Rights of Buyerits rights and remedies under the Loan Documents.

Forbearance. During the Short Term Extension Period Buyer The Servicer is hereby agrees authorized to temporarily forbear from exercising any default-related remedies under the Repurchase Agreement solely to the extent such remedies arise from any Event in connection with its enforcement of Default in existence (whether or not declared) prior to the execution of this Extension Agreement; Tax Liens, provided that the foregoing subject Property Owners comply with the individual terms and conditions of forbearance established by the Servicer in its sole discretion, but which shall include (a) the repayment in full of the Adjusted Redemptive Value of the applicable Tax Lien over a period ending no later than thirty-six (36) months from the applicable Conveyance Date, unless it is determined by the Servicer that an extension of the repayment period is in the best economic interest of the Issuer and/or the PACE Charge Lien Owner, as applicable, but in no event shall the repayment period exceed thirty-six (36) months from the due date of the first forbearance payment, (b) payments on a periodic basis directly to the Collateral Agent and Custodian for deposit to the Tower Issuer Lockbox, (c) the requirement that all required payments accruing subsequently to the subject Tax Lien for the subject Property that if not be paid could result in the creation of a further “tax lien” (as defined in the Section 11-301 of the City Admin. Code) on such Property (the “Subsequent Taxes and Assessments”) remain current, (d) an acknowledgement of the amount due with respect to the Tax Lien that is the subject of such forbearance, a waiver of any waivable defenses to any foreclosure action and any other similar stipulations deemed necessary or desirable by the Servicer, (e) other than with respect to limit Buyer’s rights or remedies against Seller or Guarantor arising from Properties classified by the City as within Tax Class 1, the subject Property Owner agrees to permit access to the Property for purposes of any Default or Event of Default occurring after Environmental Assessment relating thereto, (f) the execution of this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; provided, further, Property Owner agrees that the agreement of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act foreclosure action relating to the Property, the holder of Insolvency against Seller or Guarantor or other proceeding under any bankruptcythe related Tax Lien shall have the right to appoint a receiver, insolvency or similar law, including without limitation, any relief in respect and (g) such forbearance is evidenced by a written agreement executed by each of adequate protection or relief from any stay imposed under such lawthe Servicer and the Property Owner; provided, furtherhowever, that the agreement of Buyer temporarily to forebear shall Servicer may not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect agree to any borrower under such forbearance (in writing or otherwise) until after the Senior Loanapplicable Closing Date. The details of such forbearance shall be maintained in the Servicer’s collection system. The Servicer shall provide the City and its representatives with access to such information during the Servicer’s customary business hours, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) with respect to any action necessary or advisable in Buyerat the City’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value of the real estate assets owned request. Any reasonable expenses incurred by the subsidiaries Servicer in negotiating and monitoring the terms and conditions of the Senior Mezzanine Borrower. Upon the occurrence of the Termination Date, Buyer’s agreement hereunder to forbear from exercising such default-related remedies forbearance shall immediately terminate without the requirement of any further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the specified Events of Default shall not constitute a waiver of any such Events of Default. For the avoidance of doubt, nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller and Guarantor (“Third Party Rights”). For purposes of the foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of Buyerbe considered Lien Administration Expenses.

Forbearance. (a) During the Short Term Extension Forbearance Period Buyer hereby agrees (as defined below), the Agent, the Collateral Agent, the Facing Agent and the Lenders will not exercise any of their rights or remedies (including, without limitation, under Section 7.21 of the Credit Agreement and the documents executed pursuant thereto) under the Credit Agreement, the Loan Documents or applicable law with respect to temporarily forbear from exercising the Disclosed Defaults other than delivery of a Payment Blockage Notice, as defined in and pursuant to the terms and conditions of, the Senior Subordinated Note Indenture, and the enforcement of any default-rights with respect to such Payment Blockage Notice and any other actions reasonably related to the enforcement of such rights. For purposes of this Agreement, "Forbearance Period" means the period commencing on the Effective Date and terminating on the earlier of (i) April 30, 2002; (ii) the occurrence of an Additional Default (as defined below) under the Credit Agreement; (iii) any payment is made by Borrower or any Credit Party under or in respect to the Senior Subordinated Note Indenture, the Senior Subordinated Notes, or any other Senior Subordinated Document, or the Trustee or any Holder (as such terms are defined in the Senior Subordinated Note Indenture) exercises any rights or remedies under the Repurchase Agreement solely Senior Subordinated Documents or under applicable law; (iv) notification by Agent to the extent such remedies arise from any Event of Default Borrower in existence (whether or not declared) prior to the execution of this Extension Agreement; provided writing that the foregoing shall not be deemed Required Lenders have elected to limit Buyer’s rights terminate the Forbearance Period following an acceleration of the indebtedness evidenced by the Senior Subordinated Documents; (v) any representation or remedies against Seller or Guarantor arising from warranty made by any Default or Event of Default occurring after the execution of Credit Parties under this Extension Agreement or for any breach agreement, instrument or other document executed or delivered by Seller or Guarantor under this Extension Agreement; provided, further, that any of the agreement of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer Credit Parties in connection with this Agreement is incorrect or misleading in any Act material respect when made or deemed made; and (vi) the occurrence of Insolvency against Seller (or Guarantor the Lenders' awareness of any facts or other proceeding under any bankruptcy, insolvency or similar law, including without limitation, any relief in respect of adequate protection or relief from any stay imposed under such law; provided, further, that the agreement of Buyer temporarily to forebear shall not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred conditions previously unknown with respect to) any adverse change which has, or is reasonably likely to any borrower under the Senior Loanhave, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) with respect to any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential a material adverse effect on (A) the value business, financial condition, assets, liabilities, prospects or results of operations of Holdings and its Subsidiaries taken as a whole, (B) the ability of any Credit Party to perform its respective obligations under any Loan Document to which it is a party, or (C) the validity or enforceability (other than in accordance with its terms) of the real estate assets owned by the subsidiaries Credit Agreement or any of the Senior Mezzanine Borrower. Upon Loan Documents or the occurrence of the Termination Date, Buyer’s agreement hereunder to forbear from exercising such default-related remedies shall immediately terminate without the requirement of any further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the specified Events of Default shall not constitute a waiver of any such Events of Default. For the avoidance of doubt, nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller of Agent, the Collateral Agent, the Facing Agent and Guarantor (“Third Party Rights”)the Lenders thereunder. For purposes The forbearance provisions set forth in this Section 3(a) shall, as of the foregoingEffective Date, Seller acknowledges supersede in their entirety the forbearance provisions set forth in Section 3(a) of the Sixth Amendment to Amended and agrees that execution Restated Credit Agreement and delivery Forbearance Agreement dated as of this February 26, 2002 among Holdings, Borrower, Agent and the Lenders, as amended by the Forbearance Extension Agreement shall constitute dated as of March 12, 2002 among Holdings, Borrower, Agent and the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of BuyerLenders.

Forbearance. During the Short Term Extension Period Buyer The Servicer is hereby agrees authorized to temporarily forbear from exercising any default-related remedies under the Repurchase Agreement solely to the extent such remedies arise from any Event in connection with its enforcement of Default in existence (whether or not declared) prior to the execution of this Extension Agreement; Tax Liens, provided that the foregoing subject Property Owners comply with the individual terms and conditions of forbearance established by the Servicer in its sole discretion, but which shall include (a) the repayment in full of the Adjusted Redemptive Value of the applicable Tax Lien over a period ending no later than thirty-six (36) months from the applicable Conveyance Date, unless it is determined by the Servicer that an extension of the repayment period is in the best economic interest of the Issuer and/or the PACE Charge Lien Owner, as applicable, but in no event shall the repayment period exceed thirty-six (36) months from the due date of the first forbearance payment, (b) payments on a periodic basis directly to the Collateral Agent and Custodian for deposit to the MTAG Issuer Lockbox, (c) the requirement that all required payments accruing subsequently to the subject Tax Lien for the subject Property that if not be paid could result in the creation of a further “tax lien” (as defined in the Section 11-301 of the City Admin. Code) on such Property (the “Subsequent Taxes and Assessments”) remain current, (d) an acknowledgement of the amount due with respect to the Tax Lien that is the subject of such forbearance, a waiver of any waivable defenses to any foreclosure action and any other similar stipulations deemed necessary or desirable by the Servicer, (e) other than with respect to limit Buyer’s rights or remedies against Seller or Guarantor arising from Properties classified by the City as within Tax Class 1, the subject Property Owner agrees to permit access to the Property for purposes of any Default or Event of Default occurring after Environmental Assessment relating thereto, (f) the execution of this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; provided, further, Property Owner agrees that the agreement of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act foreclosure action relating to the Property, the holder of Insolvency against Seller or Guarantor or other proceeding under any bankruptcythe related Tax Lien shall have the right to appoint a receiver, insolvency or similar law, including without limitation, any relief in respect and (g) such forbearance is evidenced by a written agreement executed by each of adequate protection or relief from any stay imposed under such lawthe Servicer and the Property Owner; provided, furtherhowever, that the agreement of Buyer temporarily to forebear shall Servicer may not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect agree to any borrower under such forbearance (in writing or otherwise) until after the Senior Loanapplicable Closing Date. The details of such forbearance shall be maintained in the Servicer’s collection system. The Servicer shall provide the City and its representatives with access to such information during the Servicer’s customary business hours, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) with respect to any action necessary or advisable in Buyerat the City’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value of the real estate assets owned request. Any reasonable expenses incurred by the subsidiaries Servicer in negotiating and monitoring the terms and conditions of the Senior Mezzanine Borrower. Upon the occurrence of the Termination Date, Buyer’s agreement hereunder to forbear from exercising such default-related remedies forbearance shall immediately terminate without the requirement of any further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the specified Events of Default shall not constitute a waiver of any such Events of Default. For the avoidance of doubt, nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller and Guarantor (“Third Party Rights”). For purposes of the foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of Buyerbe considered Lien Administration Expenses.

Forbearance. During Borrower acknowledges the Short Term Extension Period Buyer hereby agrees Financial Covenant Defaults. Subject to temporarily all the terms and conditions set forth herein, Bank shall forbear from exercising filing any default-legal action or instituting or enforcing any rights and remedies it may have against Borrowers related remedies under the Repurchase Agreement solely to the extent such remedies arise Financial Covenant Defaults (as defined below) from the Forbearance Effective Date (as defined in Section 6 hereof) until the date (the “Forbearance Termination Date”) which is the earliest to occur of (a) October 18, 2015, (b) the failure after the date hereof of Borrower to comply with any of the terms or undertakings of this Amendment, (c) the occurrence after the date hereof of any Event of Default in existence (whether or not declaredother than the Financial Covenant Defaults), (d) prior the occurrence of any further material adverse change to the execution business, assets, financial condition, or prospects of Borrower, and (e) the date that Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any of the Loan Documents. Except as expressly provided herein, this Extension Agreement; provided that the foregoing shall Agreement does not be deemed to limit Buyer’s rights constitute a waiver or remedies against Seller release by Bank of any Obligations or Guarantor arising from of any Financial Covenant Default, any other existing Event of Default or Event of Default occurring which may arise in the future after the date of execution of this Extension Agreement or for any breach by Seller or Guarantor Amendment. If Borrower does not comply with the terms of this Amendment, Bank shall have no further obligations under this Extension Agreement; provided, further, Amendment and shall be permitted to exercise at such time any and all rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the agreement of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act of Insolvency against Seller or Guarantor or other proceeding under any bankruptcy, insolvency or similar law, including without limitation, any relief in respect of adequate protection or relief from any stay imposed under such law; provided, further, that the agreement of Buyer temporarily to forebear shall not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect to any borrower under the Senior Loan, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) with respect to any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value end of the real estate assets owned by Forbearance Period. The time period between the subsidiaries of Forbearance Effective Date and the Senior Mezzanine Borrower. Upon Forbearance Termination Date is referred to herein as the occurrence of the Termination Date, Buyer’s agreement hereunder to forbear from exercising such default-related remedies shall immediately terminate without the requirement of any further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the specified Events of Default shall not constitute a waiver of any such Events of Default. “Forbearance Period.” For the avoidance of doubt, nothing herein limits Borrower may request Advances pursuant to the rights terms of Buyerthe Loan Agreement, including but without regard to the Financial Covenant Defaults, during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller and Guarantor (“Third Party Rights”). For purposes of the foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of BuyerForbearance Period.

Forbearance. During the Short Term Extension Period Buyer hereby agrees to temporarily Vendor shall forbear from exercising any default-related remedies under remedy with respect to collection of the Repurchase Agreement solely to Standstill Amount and the extent such remedies arise from any Event interest thereon, including without limitation making demands for payment or return of Default merchandise or joining in existence (whether or not declared) prior to the execution a petition for an involuntary bankruptcy of this Extension Agreement; provided that the foregoing shall not be deemed to limit Buyer’s rights or remedies against Seller or Guarantor arising from any Default or Event of Default occurring after the execution of this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; provided, further, that the agreement of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act of Insolvency against Seller or Guarantor Xxxxxxxx'x or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar lawlaw now or hereafter in effect or seeking the appointment of a trustee, including without limitationreceiver, custodian or other similar official (each, an "Insolvency Proceeding") and hereby waives any relief in respect of adequate protection or relief from any stay imposed under such law; provided, further, rights. Vendor hereby acknowledges that the violation of its agreement of Buyer temporarily to forebear shall not apply to nor preclude so forbear from exercising any remedy with respect to the Standstill Amount and the interest thereon will cause irreparable harm to the Company and agrees that any such violation shall give rise to the following remedies (which constitute the only remedies available to Buyer Xxxxxxxx'x and as to which Vendor hereby waives all defenses): (i) if an Act immediate injunctive relief as may be necessary to restore the status quo; (ii) loss of Vendor's interest in the Trade Creditor Lien (and such Vendor's claims shall no longer be secured by the Trade Creditor Lien); and (iii) any applicable damages for commencing any Insolvency or other proceeding under any bankruptcyProceeding ((i), insolvency or similar law has occurred (ii), and (iii), collectively, the "Standstill Violation Remedies"). Notwithstanding the foregoing, Vendor shall not be prohibited from exercising its remedies with respect to any borrower under other goods shipped to Xxxxxxxx'x (and not included in the Senior LoanStandstill Amount) for which payment becomes past due; provided that such remedy does not include foreclosing on collateral or joining in an Insolvency Proceeding (as to which remedies Vendor has waived its rights to pursue, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) with respect to as well as any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect on defenses concerning the value of Standstill Violation Remedies). Vendor's forbearance as described herein shall continue notwithstanding the real estate assets owned by the subsidiaries of the Senior Mezzanine Borrower. Upon the occurrence of the Termination Date, Buyer’s agreement hereunder to forbear from exercising such default-related remedies shall immediately terminate without the requirement existence of any further demand, presentment, protest Program Default or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the specified Events of Individual Default shall not constitute a waiver of any (as such Events of Default. For the avoidance of doubt, nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller and Guarantor (“Third Party Rights”terms are defined herein). For purposes of the foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of Buyer.

Forbearance. During So long as (i) the Short Term Extension Period Buyer hereby Securities Purchase Agreement remains in effect and (ii) the Company has not become a debtor under the Bankruptcy Code, the Consenting Noteholder acknowledges and agrees that it shall forbear for sixty (60) days following the execution hereof, from exercising (a) the right to receive principal of, and interest on, any security held by the Consenting Noteholder, (b) the filing of a notice of default, the taking of any action to accelerate or otherwise collect on any security held by the Consenting Noteholder, (c) pursuing any rights or remedies (including acceleration of amounts due thereunder) available under any security held by the Consenting Noteholder and (d) the commencement of litigation or proceedings (including arbitration) of any kind or nature against the Company or any of its respective subsidiaries, arising as the result of, or in connection with, any current failure to pay the principal of, or interest on any security held by the Consenting Noteholder, or a default under any security held by the Consenting Noteholder or in respect of any other rights or remedies of the Consenting Noteholder under any security held by the Consenting Noteholder or the indenture that governs any security held by the Consenting Noteholder or agreements between the Company and the Consenting Noteholder. After the Company becomes a debtor under the Bankruptcy Code, the Consenting Noteholder shall be entitled to exercise any rights or remedies it has in connection with the Bankruptcy Cases; provided, however, that so long as both this Agreement and the Securities Purchase Agreement remain in effect, the Consenting Noteholder agrees to temporarily forbear from exercising exercise such rights and remedies only in a manner consistent with the provisions of the Securities Purchase Agreement. For purposes of certainty, the parties hereto acknowledge that the Consenting Noteholder specifically preserves whatever rights it may have to compel the Companies to fulfill their fiduciary duties in connection with the Securities Purchase Agreement or in the Chapter 11 Cases. Restrictions on Transfer. So long as this Agreement remains in effect, the Consenting Noteholder agrees that it shall not, without the prior written consent of the Company, (a) sell, transfer, assign, pledge, gift or otherwise dispose of any default-related remedies under of its Restricted Claims in whole or in part, or any interest therein, unless the Repurchase Agreement solely transferee thereof accepts such Restricted Claims subject to the extent terms of this Agreement, as evidenced by an agreement executed by such remedies arise from any Event of Default in existence (whether or not declared) transferee and delivered to the Company prior to the execution of this Extension Agreement; provided transfer that the foregoing shall not be deemed to limit Buyer’s rights or remedies against Seller or Guarantor arising from any Default or Event of Default occurring after the execution of this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; providedprovides, furtheramong other things, that the Company is an express third-party beneficiary of such agreement or (b) grant any proxies, deposit any of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act of Insolvency against Seller its Restricted Claims into a voting trust, or Guarantor enter into a voting or other proceeding under any bankruptcy, insolvency or similar law, including without limitation, any relief in respect of adequate protection or relief from any stay imposed under such law; provided, further, that the tendering agreement of Buyer temporarily to forebear shall not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect to any borrower under of the Senior LoanRestricted Claims, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) unless such arrangement provides for compliance with respect this Agreement. In the event that the Consenting Noteholder transfers such Restricted Claims prior to any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect the last date for voting on the value Plan, the transferee of such Restricted Claims shall comply with and be subject to all the terms of this Agreement, including, but not limited to, the Consenting Noteholder's obligations to vote in favor of the real estate assets owned by Plan and shall, as a condition precedent to such transfer, execute an agreement with the subsidiaries Company and the Investors on terms substantially identical in all material respects to the terms of this Agreement and a ballot indicating its acceptance of the Senior Mezzanine Borrower. Upon the occurrence of the Termination Date, Buyer’s agreement hereunder to forbear from exercising such default-related remedies shall immediately terminate without the requirement of any further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the specified Events of Default shall not constitute a waiver of any such Events of Default. For the avoidance of doubt, nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller and Guarantor (“Third Party Rights”). For purposes of the foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of BuyerPlan.

Forbearance. During the Short Term Extension Period Buyer The Servicer is hereby agrees authorized to temporarily forbear from exercising any default-related remedies under the Repurchase Agreement solely to the extent such remedies arise from any Event in connection with its enforcement of Default in existence (whether or not declared) prior to the execution of this Extension Agreement; Tax Liens, provided that the foregoing subject Property Owners comply with the individual terms and conditions of forbearance established by the Servicer in its sole discretion, but which shall include (a) the repayment in full of the Adjusted Redemptive Value of the applicable Tax Lien over a period ending no later than February 1, 2025, unless it is determined by the Servicer that an extension of the repayment period is in the best economic interest of the Issuer, but in no event shall the repayment period exceed thirty-six (36) months from the due date of the first forbearance payment, (b) payments on a periodic basis directly to the Indenture Trustee for deposit to the Tower Issuer Lockbox, (c) the requirement that all required payments accruing subsequently to the subject Tax Lien for the subject Property that if not be paid could result in the creation of a further “tax lien” (as defined in the Section 11-301 of the City Admin. Code) on such Property (the “Subsequent Taxes and Assessments”) remain current, (d) an acknowledgement of the amount due with respect to the Tax Lien that is the subject of such forbearance, a waiver of any waivable defenses to any foreclosure action and any other similar stipulations deemed necessary or desirable by the Servicer, (e) other than with respect to limit Buyer’s rights or remedies against Seller or Guarantor arising from Properties classified by the City as within Tax Class 1, the subject Property Owner agrees to permit access to the Property for purposes of any Default or Event of Default occurring after Environmental Assessment relating thereto, (f) the execution of this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; provided, further, Property Owner agrees that the agreement of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act foreclosure action relating to the Property, the holder of Insolvency against Seller or Guarantor or other proceeding under any bankruptcythe related Tax Lien shall have the right to appoint a receiver, insolvency or similar law, including without limitation, any relief in respect and (g) such forbearance is evidenced by a written agreement executed by each of adequate protection or relief from any stay imposed under such lawthe Servicer and the Property Owner; provided, furtherhowever, that the agreement of Buyer temporarily to forebear shall Servicer may not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect agree to any borrower under such forbearance (in writing or otherwise) until after the Senior LoanClosing Date. The details of such forbearance shall be maintained in the Servicer’s collection system. The Servicer shall provide the City and its representatives with access to such information during the Servicer’s customary business hours, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) with respect to any action necessary or advisable in Buyerat the City’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value of the real estate assets owned request. Any reasonable expenses incurred by the subsidiaries Servicer in negotiating and monitoring the terms and conditions of the Senior Mezzanine Borrower. Upon the occurrence of the Termination Date, Buyer’s agreement hereunder to forbear from exercising such default-related remedies forbearance shall immediately terminate without the requirement of any further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the specified Events of Default shall not constitute a waiver of any such Events of Default. For the avoidance of doubt, nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller and Guarantor (“Third Party Rights”). For purposes of the foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of Buyerbe considered Lien Administration Expenses.

Forbearance. During the Short Term Extension Period Buyer The Servicer is hereby agrees authorized to temporarily forbear from exercising any default-related remedies under the Repurchase Agreement solely to the extent such remedies arise from any Event in connection with its enforcement of Default in existence (whether or not declared) prior to the execution of this Extension Agreement; Tax Liens, provided that the foregoing subject Property Owners comply with the individual terms and conditions of forbearance established by the Servicer in its sole discretion, but which shall include (a) the repayment in full of the Adjusted Redemptive Value of the applicable Tax Lien over a period ending no later than February 1, 2025, unless it is determined by the Servicer that an extension of the repayment period is in the best economic interest of the Issuer, but in no event shall the repayment period exceed thirty-six (36) months from the due date of the first forbearance payment, (b) payments on a periodic basis directly to the Indenture Trustee for deposit to the MTAG Issuer Lockbox, (c) the requirement that all required payments accruing subsequently to the subject Tax Lien for the subject Property that if not be paid could result in the creation of a further “tax lien” (as defined in the Section 11-301 of the City Admin. Code) on such Property (the “Subsequent Taxes and Assessments”) remain current, (d) an acknowledgement of the amount due with respect to the Tax Lien that is the subject of such forbearance, a waiver of any waivable defenses to any foreclosure action and any other similar stipulations deemed necessary or desirable by the Servicer, (e) other than with respect to limit Buyer’s rights or remedies against Seller or Guarantor arising from Properties classified by the City as within Tax Class 1, the subject Property Owner agrees to permit access to the Property for purposes of any Default or Event of Default occurring after Environmental Assessment relating thereto, (f) the execution of this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; provided, further, Property Owner agrees that the agreement of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act foreclosure action relating to the Property, the holder of Insolvency against Seller or Guarantor or other proceeding under any bankruptcythe related Tax Lien shall have the right to appoint a receiver, insolvency or similar law, including without limitation, any relief in respect and (g) such forbearance is evidenced by a written agreement executed by each of adequate protection or relief from any stay imposed under such lawthe Servicer and the Property Owner; provided, furtherhowever, that the agreement of Buyer temporarily to forebear shall Servicer may not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect agree to any borrower under such forbearance (in writing or otherwise) until after the Senior LoanClosing Date. The details of such forbearance shall be maintained in the Servicer’s collection system. The Servicer shall provide the City and its representatives with access to such information during the Servicer’s customary business hours, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) with respect to any action necessary or advisable in Buyerat the City’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value of the real estate assets owned request. Any reasonable expenses incurred by the subsidiaries Servicer in negotiating and monitoring the terms and conditions of the Senior Mezzanine Borrower. Upon the occurrence of the Termination Date, Buyer’s agreement hereunder to forbear from exercising such default-related remedies forbearance shall immediately terminate without the requirement of any further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the specified Events of Default shall not constitute a waiver of any such Events of Default. For the avoidance of doubt, nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller and Guarantor (“Third Party Rights”). For purposes of the foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of Buyerbe considered Lien Administration Expenses.

Forbearance. During Provided that each of the Short Term Extension Period Buyer hereby agrees to temporarily Credit Parties complies with all of the requirements contained in this Amendment and the Loan Documents, the Agents and Lenders shall forbear from exercising any default-related enforcing their respective remedies under the Repurchase Agreement solely with respect to the extent such remedies arise from Pending Defaults for the period (the "Forbearance Period") beginning on the date hereof and ending on the Overline Termination Date (defined below). If at any time any of the Credit Parties fails to comply with any of the requirements set forth herein or if any additional Default or Event of Default in existence occurs under this Amendment, the Credit Agreement or the other Loan Documents, Agents and Lenders may immediately commence, proceed or otherwise continue with any or all rights and remedies available under the Loan Documents, under applicable law or otherwise (whether collectively, "Lenders' Remedies") without demand or not declared) prior notice to any Credit Party, but as among Agents and Lenders, subject to the execution provisions of this Extension Agreement; provided that the foregoing Credit Agreement with respect to exercising remedies. The matters disclosed on Schedule 1 hereto shall not be deemed constitute additional Defaults or Events of Default during the Forbearance Period. At the end of the Forbearance Period, if Borrower has not paid, in full, all amounts due and owing under the Loan Documents, or otherwise cured the Pending Defaults to limit Buyer’s rights the full satisfaction of Agents and Lenders in their respective sole and absolute discretion, Agents and Lenders may proceed with Lenders' Remedies without any notice or remedies against Seller demand to any Credit Party or Guarantor arising from any other party, but as among Agents and Lenders, subject to the provisions of the Credit Agreement with respect to exercising remedies. Lenders and Agents are entering into this Amendment as an accommodation to the Credit Parties and the Credit Parties remain bound to perform their respective obligations under the Loan Documents. The "Overline Termination Date" shall mean October 30, 2000, or if earlier, the date upon which occurs any Default or Event of Default occurring after other than the execution of this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; providedPending Defaults, furtherincluding, that the agreement of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act of Insolvency against Seller or Guarantor or other proceeding under any bankruptcy, insolvency or similar law, including without limitation, any relief the Credit Parties' failure to timely make the October Interest Payment as required in respect of adequate protection or relief from any stay imposed under such law; provided, further, that the agreement of Buyer temporarily to forebear shall not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect to any borrower under the Senior Loan, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) with respect to any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value of the real estate assets owned by the subsidiaries of the Senior Mezzanine Borrower. Upon the occurrence of the Termination Date, Buyer’s agreement hereunder to forbear from exercising such default-related remedies shall immediately terminate without the requirement of any further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the specified Events of Default shall not constitute a waiver of any such Events of Default. For the avoidance of doubt, nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller and Guarantor (“Third Party Rights”). For purposes of the foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of BuyerSection 3.3 below.

Forbearance. During the Short Term Extension Period Buyer hereby Bank agrees to temporarily forbear forebear until December 31, 2001 (the Forbearance Period") from exercising any default-related its remedies under the Repurchase Existing Loan Documents, notwithstanding Borrower's existing default under the Loan Agreement solely as a result of Borrower's failure to meet the extent such remedies arise from any Event of Default in existence Adjusted Quick Ratio for the quarter ending September 2001, (whether or not declared) prior to the execution of this Extension Agreement; provided that the foregoing being referred to as "Existing Defaults") or any future breaches under the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement (as so modified, the "Loan Documents"). By signing below, Borrower acknowledges that they are currently in default and as a result of such default, Bank is entitled to exercise its remedies as provided in the Existing Loan Documents and as provided under applicable law. Nothing in this Agreement in any way shall not be deemed to limit Buyer’s rights or remedies against Seller or Guarantor arising from constitute Bank's waiver of Borrower's Existing Defaults. A breach by Borrower of any Default or Event of Default occurring after the execution of terms set forth in this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; provided, further, that the agreement of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act of Insolvency against Seller or Guarantor or other proceeding under any bankruptcy, insolvency or similar law, including without limitation, any relief in respect of adequate protection or relief from any stay imposed under such law; provided, further, that the agreement of Buyer temporarily to forebear shall not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect to any borrower under the Senior Loan, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) with respect to any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value of the real estate assets owned by the subsidiaries of the Senior Mezzanine Borrower. Upon the occurrence of any default (other than the Termination DateExisting Defaults) under the Existing Loan Documents shall result in immediate termination of Bank's forbearance, Buyer’s whereupon Bank, at its option, without any notice to Borrower, may immediately cease making any Advances and may immediately exercise any remedies available to Bank under the Existing Loan Documents and this Agreement, and under applicable law. 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 hereunder to continue to forbear from exercising such default-related enforcing its remedies under the Existing Loan Documents until the end of the Forbearance Period, notwithstanding Borrower's Existing Defaults under the Existing Loan Documents, (a) in no way shall immediately terminate without be deemed an agreement by Bank to waive Borrower's compliance with all other terms of the requirement 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. The Borrower further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the specified Events of Default shall not constitute a waiver of any such Events of Default. For the avoidance of doubt, nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than Seller and Guarantor (“Third Party Rights”). For purposes of the foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving or permitting the exercise of any such Third Party rights or remedies allowed to Bank when an Event of Default occurs, as provided for in the Existing Loan Documents (the "Default Rights") upon termination of the Forbearance Period 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 of Buyerwas precluded by this Agreement.

Forbearance. During Effective upon the Short Term Extension Period Buyer hereby agrees to temporarily forbear from exercising any default-related remedies under later of the Repurchase Agreement solely to the extent such remedies arise from any Event date of Default in existence (whether or not declared) prior to the execution of this Extension Agreement; provided that , and the foregoing shall Subordination Agreement and the satisfaction of the other Forbearance Conditions (such later date, the “Effective Date”) until the Forbearance Expiration Date (such date from the Effective Date through the Forbearance Expiration Date or the Extended Expiration Date if the Expiration Date has been extended, the “Forbearance Period”), the Investor agrees to withdraw the Existing Redemption Notice ab initio and not be deemed to limit Buyer’s exercise any of its rights or remedies against Seller or Guarantor arising from any Default or Event of Default occurring after the execution of this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; provided, further, that the agreement of Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any Act of Insolvency against Seller or Guarantor or other proceeding under any bankruptcy, insolvency or similar law, including without limitation, any relief in respect of adequate protection or relief from any stay imposed under such law; provided, further, that the agreement of Buyer temporarily to forebear shall not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect to any borrower under the Senior Loan, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) with respect to any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value of the real estate assets owned by the subsidiaries of the Senior Mezzanine Borrower. Upon the occurrence of the Termination Date, Buyer’s agreement hereunder to forbear from exercising such default-related remedies shall immediately terminate without the requirement of any further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the fullest extent permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the specified Events Existing Defaults through the Forbearance Expiration Date (in each case, excluding (a) any action in connection with any Bankruptcy Event of Default shall not constitute a waiver of any such Events of Default. For (as defined in the avoidance of doubtNote), nothing herein limits the rights of Buyer, including during the Short Term Extension Period to take and/or (b) any action taken by any holder (or any representative or agent thereof) of indebtedness of the Company or any of its Subsidiaries to preserve establish, maintain or exercise rights create or remedies against parties other than Seller and Guarantor perfect a lien on any assets of the Company or any of its Subsidiaries) (the “Third Party RightsForbearance”). For purposes In consideration for the foregoing Forbearance, (i) as of the foregoingEffective Date, Seller acknowledges Schedule 32(w) of the Remaining Note is hereby amended and agrees that execution restated in the form attached hereto as Schedule II (the “Schedule Amendment”), (ii) on the date hereof the Company shall pay the Legal Counsel Amount to Xxxxxx Xxxx & Xxxxxx LLP, by wire transfer in U.S. dollars and delivery immediately available funds in accordance with the instructions provided to the Company on the invoice delivered to the Company with respect thereto prior to the date hereof , (iv) until such time as the Company is current in its public filings with the SEC, except with the express written consent of this Extension Agreement the Investor, the Company and its Subsidiaries shall constitute the making cease all cash withdrawals for, and/or payments of any necessary demand or the giving amounts of any necessary notice for purposes kind to, any officer, director, employee, affiliate, agent or other related parties of preserving the Company or permitting any of its Subsidiaries (or any of their officers, directors, employees, affiliates, agents or other related parties) other than payments of ordinary salaries and reimbursement of ordinary expenses to employees, officers and directors of the exercise Company in the ordinary course of any such Third Party Rights of Buyerbusiness, consistent with past practices (the “Payment Restriction Covenant”) and (v) on or prior to the Forbearance Expiration Date, the Company shall duly execute and deliver to the Investor the Subordination Agreement.