Common use of Limited Forbearance Clause in Contracts

Limited Forbearance. The Borrower has requested that the Administrative Agent and the Lenders forbear from exercising the rights and remedies available to them as a result of the Existing Defaults during the period from the date hereof to and including May 10, 2002. The Administrative Agent and the Lenders hereby agree to forbear from exercising the rights and remedies available to them as a result of the Existing Defaults, including the right to demand default interest under Section 2.08 of the Credit Agreement, commencing on the earliest date each of the conditions precedent set forth in Section 10 hereof seen satisfied to, and (so long as none of the events specified in subsections 2(i) through 2(v) below has occurred) through, the Termination Date (as defined below), subject to the terms Agreement and subject to the occurrence of no further Default or Event of Default either pursuant to the Sections of the Credit Agreement subject to the Existing Defaults or otherwise. the earlier of (i) the occurrence of any Default or Event of Default, other than the Existing Defaults, (ii) the filing of, or exercise by, or the taking of any other action by Borrower, the or any of their Subsidiaries or by any third party of any right or remedy under any Debtor Law with respect to the Borrower, the Parent or any of their Subsidiaries, (iii) the payment by the Borrower of any Distribution to the Parent or their Subsidiaries, or any Restricted Payment in connection with the Subordinated Notes, the Subordinated Notes Documentation, the Parent Senior Notes or the Parent Senior Note Documentation prohibited by Section 7 hereof, failure of Borrower to initiate a wire transfer of immediately available funds to reimburse Administrative Agent within two business hours of a request by Administrative Agent for payment in connection with a drawn Letter of Credit, (v) April 19, 2002, unless that certain commitment letter that was delivered to the Administrative Agent and distributed to the Lenders prior to the date hereof, from two lenders to two proposed investors regarding a proposed loan to the Borrower, dated January 25, 2002 and currently expiring on April 15, 2002, has been expended by the same two lenders, on the same terms and to the same proposed investors as previously distributed to the Lenders, through or after May 10, 2002 (or extended through or after May 10, 2002 on other terms acceptable to the requisite Lenders under the Credit Agreement), or (vi) May 10, 2002 (the "Termination Date"), the Administrative Agent's and the Lenders' agreement herein to forbear from exercising the rights and remedies available to them result of the Existing Defaults shall immediately terminate, and the Administrative Agent and the Lenders shall be entitled immediately to exercise any and all rights and remedies available under the Credit Agreement and any other Loan Paper, at law, in equity, or otherwise, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent accelerate, protest, or other formalities of any kind, all of which are hereby expressly waived by the Borrower. The Borrower and the Lenders hereby acknowledge Borrower's noncompliance with the Credit Agreement as a result of the Existing Defaults and acknowledge that this Agreement constitutes notice thereof and waive any and all further notices with respect thereto. The agreement of the Administrative Agent and the Lenders herein shall not constitute a waiver of any Default or Event of Default including without limitation, the Existing Defaults. The Borrower hereby acknowledges that the Lenders have no obligation to make Revolver Advances, Swingline Advances or issue Letters of Credit or otherwise advance any funds to the Borrower as a result of Borrower's termination of (i) the Commitment, (ii) the Swingline Commitment and (iii) the Letter of Credit Commitment, each on December 12, 2001. Notwithstanding any provision in the Credit Agreement or any other Loan Paper to the contrary, hereto expressly acknowledge and agree that, any draw under any Letter of Credit during the term of this Agreement shall immediately and automatically result in an obligation for the Borrower to reimburse the Administrative Agent for any such draw (which reimbursement obligation may not be paid by the Borrower with the proceeds of a Revolver Advance). Failure of the Borrower to initiate a wire transfer to reimburse the Administrative Agent in immediately available funds for any such draw within 2 business hours after receipt of notice of such draw shall constitute an Event of Default hereunder and under the Credit Agreement (such reimbursement then to be effected by payment in full from the Cash Collateral Account or by wire transfer of immediately available funds, or any combination of the foregoing). The parties hereto expressly acknowledge and agree that the agreement of the Borrower in the preceding three sentences does not affect or abrogate any of the obligations of the Lenders to the Administrative Agent to participate in any such draws under the Letter of Credit in accordance with the terms of the Credit Agreement. The parties hereto further expressly acknowledge and agree that the agreements of the Administrative Agent and the Lenders HEREIN SHALL NOT IN ANY manner restrict or impair any rights or remedies available to them with respect to any Persons other than the Borrower and other Persons guaranteeing the Obligations or providing collateral security therefor. Notwithstanding the forbearance contained in this Agreement, the issuance of a payment blockage notice by the Administrative Agent or any of the other Lenders to the Borrower and/or to the Trustee under the Subordinated Notes Indenture (as provided for in Section 5.5 of the Subordinated Notes Indenture) shall not be deemed to be an exercise of any right or remedy under the Credit Agreement or any of the other the Loan Papers, or the exercise of any right or remedy otherwise available at law or in equity, and shall not be prohibited by any provision of this Agreement.

Limited Forbearance. The Borrower has requested that the Administrative Agent and the Lenders forbear from exercising the rights and remedies available to them as a result of the Existing Defaults during the period from the date hereof to and including May 10, 2002. The Administrative Agent and the Lenders hereby agree to forbear from exercising the rights and remedies available to them as a result of the Existing Defaults, including the right to demand default interest under Section 2.08 of the Credit Agreement, commencing on the earliest date each of the conditions precedent set forth in Section 10 hereof seen satisfied to, and (so long as none of the events specified in subsections 2(ia) through 2(v) below has occurred) through, the Termination Date (as defined below), subject Subject to the terms and conditions of this Agreement and subject any documents or instruments executed in connection herewith, each Forbearing Holder (severally and not jointly) hereby agrees to forbear (solely in its capacity as a beneficial holder of Notes), and hereby instructs the occurrence of no further Default or Event of Default either pursuant Trustee to the Sections forbear, in each case, from exercising any of the Credit Agreement subject Rights and Remedies with respect to any Specified Default during the Existing Defaults or otherwiseForbearance Period (the “Limited Forbearance”). For the earlier avoidance of doubt, during the Forbearance Period, each Forbearing Holder agrees that (i) it (individually or collectively) will not deliver (and will not take any action to cause any registered holder of the occurrence Notes or any Depository or nominee thereof or participant therein to deliver) any notice, instruction or request to the Trustee directing the Trustee to exercise any of any Default or Event of Default, other than the Existing Defaults, (ii) Rights and Remedies against the filing of, or exercise by, or the taking of any other action by Borrower, the Issuer or any of the Guarantors, any of their respective Subsidiaries or by any third party property or assets of any right or remedy under any Debtor Law of the foregoing with respect to the BorrowerSpecified Default and (ii) if the Trustee exercises (or commences to exercise or attempts to exercise) any Rights and Remedies with respect to any Specified Default, or if the Parent Trustee is instructed or requested to exercise any Rights and Remedies by holders of their Subsidiariesmore than 25% of the Notes, each Forbearing Holder (iiiseverally and not jointly) agrees to use reasonable efforts to cause the payment by the Borrower Trustee to rescind such exercise of any Distribution Rights and Remedies, to the Parent or their Subsidiaries, or any Restricted Payment in connection with the Subordinated Notes, the Subordinated Notes Documentation, the Parent Senior Notes or the Parent Senior Note Documentation prohibited by Section 7 hereof, failure of Borrower to initiate a wire transfer of immediately available funds to reimburse Administrative Agent within two business hours of a request by Administrative Agent for payment in connection with a drawn Letter of Credit, (v) April 19, 2002, unless that certain commitment letter that was delivered to the Administrative Agent and distributed to the Lenders prior to the date hereof, from two lenders to two proposed investors regarding a proposed loan to the Borrower, dated January 25, 2002 and currently expiring on April 15, 2002, has been expended by the same two lenders, on the same terms and to the same proposed investors as previously distributed to the Lenders, through or after May 10, 2002 (or extended through or after May 10, 2002 on other terms acceptable to the requisite Lenders extent permitted under the Credit Agreement), or (vi) May 10, 2002 (the "Termination Date"Indenture. For purposes of this Section 2(a)(ii), the Administrative Agent's and Parties agree that (x) the Lenders' agreement herein delivery of a letter from the Forbearing Holders to forbear from exercising the rights and remedies available to them result of the Existing Defaults shall immediately terminate, and the Administrative Agent and the Lenders shall be entitled immediately to exercise any and all rights and remedies available under the Credit Agreement and any other Loan Paper, at law, in equity, Trustee instructing or otherwise, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent accelerate, protest, or other formalities of any kind, all of which are hereby expressly waived by the Borrower. The Borrower and the Lenders hereby acknowledge Borrower's noncompliance with the Credit Agreement as a result of the Existing Defaults and acknowledge that this Agreement constitutes notice thereof and waive any and all further notices with respect thereto. The agreement of the Administrative Agent and the Lenders herein shall not constitute a waiver of any Default or Event of Default including without limitation, the Existing Defaults. The Borrower hereby acknowledges directing that the Lenders relevant exercise of Rights and Remedies be rescinded will constitute “reasonable efforts,” and (y) the Forbearing Holders have no obligation to make Revolver Advances, Swingline Advances or issue Letters of Credit provide any indemnification in connection with any request made pursuant to this Section 2(a)(ii) (or otherwise advance any funds pursuant to the Borrower as a result of Borrower's termination of (i) the Commitment, (ii) the Swingline Commitment and (iii) the Letter of Credit Commitment, each on December 12, 2001. Notwithstanding any provision in the Credit Agreement or any other Loan Paper to the contrary, hereto expressly acknowledge and agree that, any draw under any Letter of Credit during the term of this Agreement shall immediately and automatically result in an obligation for the Borrower to reimburse the Administrative Agent for any such draw (which reimbursement obligation may not be paid by the Borrower with the proceeds of a Revolver Advance). Failure of the Borrower to initiate a wire transfer to reimburse the Administrative Agent in immediately available funds for any such draw within 2 business hours after receipt of notice of such draw shall constitute an Event of Default hereunder and under the Credit Agreement (such reimbursement then to be effected by payment in full from the Cash Collateral Account or by wire transfer of immediately available funds, or any combination of the foregoing). The parties hereto expressly acknowledge and agree that the agreement of the Borrower in the preceding three sentences does not affect or abrogate any of the obligations of the Lenders to the Administrative Agent to participate in any such draws under the Letter of Credit in accordance with the terms of the Credit Agreement. The parties hereto further expressly acknowledge and agree that the agreements of the Administrative Agent and the Lenders HEREIN SHALL NOT IN ANY manner restrict or impair any rights or remedies available to them with respect to any Persons other than the Borrower and other Persons guaranteeing the Obligations or providing collateral security therefor. Notwithstanding the forbearance contained in this Agreement, the issuance of a payment blockage notice by the Administrative Agent or any of the other Lenders to the Borrower and/or to the Trustee under the Subordinated Notes Indenture (as provided for in Section 5.5 of the Subordinated Notes Indenture) shall not be deemed to be an exercise of any right or remedy under the Credit Agreement or any of the other the Loan Papers, or the exercise of any right or remedy otherwise available at law or in equity, and shall not be prohibited by any provision of this Agreement).

Limited Forbearance. The Borrower Borrowers has requested that the Administrative Agent and the Lenders forbear from exercising the rights and remedies available to them as a result of the Existing Defaults during the period from the date hereof to and including May 10April 12, 2002. The Administrative Agent and the Lenders hereby agree to forbear from exercising the rights and remedies available to them as a result of the Existing Defaults, including the right to demand default interest under Section 2.08 of the Credit Agreement, commencing on the earliest date each of the conditions precedent set forth in Section 10 hereof seen have been satisfied to, and (so long as none of the events specified in subsections subsection 2(i) through 2(v2(iv) below has occurred) through, the Termination Date (as defined below), subject to the terms of this Agreement and subject to the occurrence of no further Default or Event of Default either pursuant to the Sections of the Credit Agreement subject to the occurrence of no further Default or Event of Default either pursuant to the Sections of the Credit Agreement subject to the Existing Defaults or otherwise. Upon the earlier of (i) the occurrence of any Default or Event of Default, other than the Existing Defaults, (ii) the filing of, or exercise by, or the taking of any other action by Borrower, the Parent or any of their Subsidiaries or by any third party of any right or remedy under any Debtor Relief Law with respect to the Borrower, the Parent or any of their Subsidiaries, (iii) the payment by the Borrower of any Distribution to the Parent or their Subsidiaries, or any Restricted Payment in connection with the Subordinated Notes, the Subordinated Notes Documentation, the Parent Senior Notes or the Parent Senior Note Documentation prohibited by Section 7 hereof, (iv) the failure of Borrower to initiate a wire transfer of immediately available funds to reimburse Administrative Agent within two business hours of a request by Administrative Agent for payment in connection with a drawn Letter of Credit, or (v) April 19, 2002, unless that certain commitment letter that was delivered to the Administrative Agent and distributed to the Lenders prior to the date hereof, from two lenders to two proposed investors regarding a proposed loan to the Borrower, dated January 25, 2002 and currently expiring on April 15, 2002, has been expended by the same two lenders, on the same terms and to the same proposed investors as previously distributed to the Lenders, through or after May 10, 2002 (or extended through or after May 10, 2002 on other terms acceptable to the requisite Lenders under the Credit Agreement), or (vi) May 1012, 2002 (the "Termination Date"), the Administrative Agent's and the Lenders' agreement herein to hereinto forbear from exercising the rights and remedies available to them as the result of the Existing Defaults shall immediately terminate, and the Administrative Agent and the Lenders shall be entitled immediately to exercise any and all rights and remedies available under the Credit Agreement and any other Loan Paper, at law, in equity, or otherwise, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, protest, or other formalities of any kind, all of which are hereby expressly waived by the Borrower. The Borrower and the Lenders hereby acknowledge Borrower's noncompliance with the Credit Agreement as a result of the Existing Defaults and acknowledge Borrower's noncompliance with the Credit Agreement as a result of the Existing Defaults and acknowledge that this Agreement constitutes notice thereof and waive any and all further notices with respect thereto. The agreement of the Administrative Agent and the Lenders herein shall not constitute a waiver of any Default or Event of Default including without limitation, the Existing Defaults. The Borrower hereby acknowledges that the Lenders have no obligation to make Revolver Advances, Swingline Advances or issue Letters of Credit or otherwise advance any funds to the Borrower Borrowers as a result of Borrower's termination of (i) the Commitment, (ii) the Swingline Commitment and (iii) the Letter of Credit Commitment, each on December 12, 2001. Notwithstanding any provision in the Credit Agreement or any other Loan Paper to the contrary, the parties hereto expressly acknowledge and agree that, the Administrative Agent may renew (but not increase) Letters of Credit in existence as of the date hereof until the earlier of (i) the Termination Date, (ii) the Administrative Agent is otherwise directed in writing by Majority Lenders or (iii) the Borrower, the Parent or any of their Subsidiaries is granted relief under any Debtor Relief Laws. Notwithstanding any provision in the Credit Agreement or any other Loan Paper, the parties hereto expressly acknowledge and agree that, any draw under any Letter of Credit during the term of this Agreement shall immediately and automatically result in an obligation for the Borrower to reimburse the Administrative Agent for any such draw (which reimbursement obligation may not be paid by the Borrower with the proceeds of a Revolver Advance). Failure of the Borrower to initiate a wire transfer to reimburse the Administrative Agent in immediately available funds for any such draw within 2 business hours after receipt of notice of such draw shall constitute an Event of Default hereunder and under the Credit Agreement (such reimbursement then to be effected by payment in full from the Cash Collateral Account or by wire transfer of immediately available funds, or any combination of the foregoing). The parties hereto expressly acknowledge and agree that the agreement of the Borrower in the preceding three sentences does not affect or abrogate any of the obligations of the Lenders to the Administrative Agent to participate in any such draws under the Letter of Credit in accordance with the terms of the Credit Agreement. The parties hereto further expressly acknowledge and agree that the agreements of the Administrative Agent and the Lenders HEREIN SHALL NOT IN ANY lenders herein shall not in any manner restrict or impair any rights or remedies available to them with respect to any Persons other than the Borrower and other Persons guaranteeing the Obligations or providing collateral security therefor. Notwithstanding the forbearance contained in this Agreement, the issuance of a payment blockage notice by the Administrative Agent or any of the other Lenders to the Borrower and/or to the Trustee under the Subordinated Notes Indenture (as provided for in Section 5.5 of the Subordinated Notes Indenture) shall not be deemed to be an exercise of any right or remedy under the Credit Agreement or any of the other the Loan Papers, or the exercise of any right or remedy otherwise available at law or in equity, and shall not be prohibited by any provision of this Agreement.

Limited Forbearance. The Borrower has requested that the Administrative Agent and the Lenders forbear from exercising the rights and remedies available to them as a result of the Existing Anticipated Defaults during the period from the date hereof to and including May 10December 12, 20022001. The Administrative Agent and the Lenders hereby agree to forbear from exercising the rights and remedies available to them as a result of the Existing Anticipated Defaults, including the right to demand default interest under Section 2.08 of the Credit Agreement, commencing on from the earliest date each of the conditions precedent set forth Effective Date (defined in Section 10 hereof seen satisfied to, 10(f) below) to and (so long as none of the events specified in subsections 2(i) through 2(v) below has occurred) through, including the Termination Date (as defined below), subject to the terms of this Agreement and subject to the occurrence of no further Default or Event of Default either pursuant to the Sections of the Credit Agreement subject to the Existing Anticipated Defaults or otherwise. Upon the earlier of (i) the occurrence of any Default or Event of Default, other than the Existing Anticipated Defaults, (ii) the filing of, or exercise by, or amendment and waiver of the taking of any other action Anticipated Defaults by Borrower, the or any of their Subsidiaries or by any third party of any right or remedy under any Debtor Law with respect to the Borrower, the Parent or any of their Subsidiaries, (iii) the payment by the Borrower of any Distribution to the Parent or their Subsidiaries, or any Restricted Payment in connection with the Subordinated Notes, the Subordinated Notes Documentation, the Parent Senior Notes or the Parent Senior Note Documentation prohibited by Section 7 hereof, failure of Borrower to initiate a wire transfer of immediately available funds to reimburse Administrative Agent within two business hours of a request by Administrative Agent for payment in connection with a drawn Letter of Credit, (v) April 19, 2002, unless that certain commitment letter that was delivered to the Administrative Agent and distributed to the Lenders prior to the date hereof, from two lenders to two proposed investors regarding a proposed loan to the Borrower, dated January 25, 2002 and currently expiring on April 15, 2002, has been expended by the same two lenders, on the same terms and to the same proposed investors as previously distributed to the Lenders, through or after May 10, 2002 (or extended through or after May 10, 2002 on other terms acceptable to the requisite Lenders under the terms of the Credit Agreement), or (viiii) May 10December 12, 2002 2001 (the "Termination Date"), the Administrative Agent's and the Lenders' agreement herein to forbear from exercising the rights and remedies available to them as the result of the Existing Anticipated Defaults shall immediately terminate, and the Administrative Agent and the Lenders shall be entitled immediately to exercise any and all rights and remedies available under the Credit Agreement and any other Loan Paper, at law, in equity, or otherwise, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, protest, or other formalities of any kind, all of which are hereby expressly waived by the Borrower. The Borrower and the Lenders hereby acknowledge Borrower's anticipated noncompliance with the Credit Agreement as a result of the Existing Anticipated Defaults and acknowledge that this Agreement constitutes notice thereof and waive any and all further notices with respect thereto. The agreement of the Administrative Agent and the Lenders herein shall not constitute a waiver of any Default or Event of Default including without limitation, limitation the Existing Anticipated Defaults. The Borrower hereby acknowledges that that, unless and until the Anticipated Defaults are waived by the requisite number of Lenders in accordance with the Credit Agreement, the Lenders shall have no obligation commitment to make Revolver Advances, Swingline Advances or issue Letters of Credit or otherwise advance any funds to the Borrower as a result of Borrower's termination of (i) the Commitment, (ii) the Swingline Commitment and (iii) the Letter of Credit Commitment, each on December 12, 2001. Notwithstanding any provision in the Credit Agreement or any other Loan Paper to the contrary, the parties hereto expressly acknowledge and agree that, until the Termination Date, the Administrative Agent may renew (but not increase) Letters of Credit in existence as of the date hereof. Notwithstanding any provision in the Credit Agreement or any other Loan Paper, the parties hereto expressly acknowledge and agree that, any draw under any Letter of Credit during the term of this Agreement shall immediately and automatically result in an obligation for the Borrower to reimburse the Administrative Agent for any such draw (which reimbursement obligation may not be paid by the Borrower with the proceeds of a Revolver Advance). Failure of the Borrower to initiate a wire transfer to reimburse the Administrative Agent in immediately available funds for any such draw within 2 business hours after receipt of notice of such draw shall constitute an Event of Default hereunder and under the Credit Agreement (such reimbursement then to be effected by payment in full from the Cash Collateral Account cash collateral account described in Section 4(i) hereof or by wire transfer of immediately available funds, or any combination of the foregoing). The parties hereto expressly acknowledge and agree that the agreement of the Borrower in the preceding three two sentences does not affect or abrogate any of the obligations of the Lenders to the Administrative Agent Issuing Bank to participate in any such draws under the Letter of Credit in accordance with the terms of the Credit AgreementCredit. The parties hereto further expressly acknowledge and agree that the agreements of the Administrative Agent and the Lenders HEREIN SHALL NOT IN ANY herein shall not in any manner restrict or impair any rights or remedies available to them with respect to any Persons other than the Borrower and other Persons guaranteeing the Obligations or providing collateral security therefor. Notwithstanding the forbearance contained in this Agreement, the issuance of a payment blockage notice by the Administrative Agent or any of the other Lenders to the Borrower and/or to the Trustee under the Subordinated Notes Indenture (as provided for in Section 5.5 of the Subordinated Notes Indenture) shall not be deemed to be an exercise of any right or remedy under the Credit Agreement or any of the other the Loan Papers, or the exercise of any right or remedy otherwise available at law or in equity, and shall not be prohibited by any provision of this Agreement.

Limited Forbearance. The Borrower has requested that the Administrative Agent and the Lenders forbear from exercising the rights and remedies available to them as a result of the Existing Defaults during the period from the date hereof to and including May 10, 2002. The Administrative Agent and the Lenders hereby agree to forbear from exercising the rights and remedies available to them as a result of the Existing Defaults, including the right to demand default interest under Section 2.08 of the Credit Agreement, commencing on the earliest date each of the conditions precedent set forth in Section 10 hereof seen have been satisfied to, and (so long as none of the events specified in subsections 2(i) through 2(v2(iv) below has occurred) through, the Termination Date (as defined below), subject to the terms of this Agreement and subject to the occurrence of no further Default or Event of Default either pursuant to the Sections of the Credit Agreement subject to the Existing Defaults or otherwise. Upon the earlier of (i) the occurrence of any Default or Event of Default, other than the Existing Defaults, (ii) the filing of, or exercise by, or the taking of any other action by Borrower, the Parent or any of their Subsidiaries or by any third party of any right or remedy under any Debtor Relief Law with respect to the Borrower, the Parent or any of their Subsidiaries, (iii) the payment by the Borrower of any Distribution to the Parent or their Subsidiaries, or any Restricted Payment in connection with the Subordinated Notes, the Subordinated Notes Documentation, the Parent Senior Notes or the Parent Senior Note Documentation prohibited by Section 7 hereof, (iv) the failure of Borrower to initiate a wire transfer of immediately available funds to reimburse Administrative Agent within two business hours of a request by Administrative Agent for payment in connection with a drawn Letter of Credit, or (v) April 19, 2002, unless that certain commitment letter that was delivered to the Administrative Agent and distributed to the Lenders prior to the date hereof, from two lenders to two proposed investors regarding a proposed loan to the Borrower, dated January 25, 2002 and currently expiring on April 15, 2002, has been expended by the same two lenders, on the same terms and to the same proposed investors as previously distributed to the Lenders, through or after May 10, 2002 (or extended through or after May 10, 2002 on other terms acceptable to the requisite Lenders under the Credit Agreement), or (vi) May 10, 2002 (the "Termination Date"), the Administrative Agent's and the Lenders' agreement herein to forbear from exercising the rights and remedies available to them as the result of the Existing Defaults shall immediately terminate, and the Administrative Agent and the Lenders shall be entitled immediately to exercise any and all rights and remedies available under the Credit Agreement and any other Loan Paper, at law, in equity, or otherwise, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, protest, or other formalities of any kind, all of which are hereby expressly waived by the Borrower. The Borrower and the Lenders hereby acknowledge Borrower's noncompliance with the Credit Agreement as a result of the Existing Defaults and acknowledge that this Agreement constitutes notice thereof and waive any and all further notices with respect thereto. The agreement of the Administrative Agent and the Lenders herein shall not constitute a waiver of any Default or Event of Default including without limitation, the Existing Defaults. The Borrower hereby acknowledges that the Lenders have no obligation to make Revolver Advances, Swingline Advances or issue Letters of Credit or otherwise advance any funds to the Borrower as a result of Borrower's termination of (i) the Commitment, (ii) the Swingline Commitment and (iii) the Letter of Credit Commitment, each on December 12, 2001. Notwithstanding any provision in the Credit Agreement or any other Loan Paper to the contrary, the parties hereto expressly acknowledge and agree that, the Administrative Agent may renew (but not increase) Letters of Credit in existence as of the date hereof until the earlier of (i) the Termination Date, (ii) the Administrative Agent is otherwise directed in writing by Majority Lenders or (iii) the Borrower, the Parent or any of their Subsidiaries is granted relief under any Debtor Relief Laws. Notwithstanding any provision in the Credit Agreement or any other Loan Paper, the parties hereto expressly acknowledge and agree that, any draw under any Letter of Credit during the term of this Agreement shall immediately and automatically result in an obligation for the Borrower to reimburse the Administrative Agent for any such draw (which reimbursement obligation may not be paid by the Borrower with the proceeds of a Revolver Advance). Failure of the Borrower to initiate a wire transfer to reimburse the Administrative Agent in immediately available funds for any such draw within 2 business hours after receipt of notice of such draw shall constitute an Event of Default hereunder and under the Credit Agreement (such reimbursement then to be effected by payment in full from the Cash Collateral Account or by wire transfer of immediately available funds, or any combination of the foregoing). The parties hereto expressly acknowledge and agree that the agreement of the Borrower in the preceding three sentences does not affect or abrogate any of the obligations of the Lenders to the Administrative Agent to participate in any such draws under the Letter of Credit in accordance with the terms of the Credit Agreement. The parties hereto further expressly acknowledge and agree that the agreements of the Administrative Agent and the Lenders HEREIN SHALL NOT IN ANY herein shall not in any manner restrict or impair any rights or remedies available to them with respect to any Persons other than the Borrower and other Persons guaranteeing the Obligations or providing collateral security therefor. Notwithstanding the forbearance contained in this Agreement, the issuance of a payment blockage notice by the Administrative Agent or any of the other Lenders to the Borrower and/or to the Trustee under the Subordinated Notes Indenture (as provided for in Section 5.5 of the Subordinated Notes Indenture) shall not be deemed to be an exercise of any right or remedy under the Credit Agreement or any of the other the Loan Papers, or the exercise of any right or remedy otherwise available at law or in equity, and shall not be prohibited by any provision of this Agreement.

Limited Forbearance. The Borrower has requested that the Administrative Agent and the Lenders forbear from exercising the rights and remedies available to them as a result of the Existing Defaults during the period from the date hereof to and including May 10, 2002. The Administrative Agent and the Lenders hereby agree to forbear from exercising the rights and remedies available to them as a result of the Existing Defaults, including the right to demand default interest under Section 2.08 of the Credit Agreement, commencing on the earliest date each of the conditions precedent set forth in Section 10 hereof seen satisfied to, and (so long as none of the events specified in subsections 2(ia) through 2(v) below has occurred) through, the Termination Date (as defined below), subject Subject to the terms and conditions of this Agreement and subject any documents or instruments executed in connection herewith, each Forbearing Holder (severally and not jointly) hereby agrees to forbear (solely in its capacity as a beneficial holder of Notes), and hereby instructs the occurrence of no further Default or Event of Default either pursuant First Lien Trustee and the First Lien Collateral Agent to the Sections forbear, in each case, from exercising any of the Credit Agreement subject Rights and Remedies with respect to any Specified Default during the Existing Defaults or otherwiseForbearance Period (the “Limited Forbearance”). For the earlier avoidance of doubt, during the Forbearance Period, each Forbearing Holder agrees that (i) it (individually or collectively) will not deliver (and will not take any action to cause any registered holder of the occurrence of Notes or any Default Depository or Event of Defaultnominee thereof or participant therein to deliver) any notice, other than instruction or request to the Existing Defaults, (ii) the filing of, or exercise by, First Lien Trustee or the taking First Lien Collateral Agent directing the First Lien Trustee or the First Lien Collateral Agent, as applicable, in each case, to exercise any of the Rights and Remedies against any other action by Borrowerof the Issuers or the Guarantors, the or any of their respective Subsidiaries or by any third party property or assets of any right or remedy under any Debtor Law of the foregoing with respect to the Borrower, Specified Default and (ii) if the Parent First Lien Trustee or First Lien Collateral Agent exercises (or commences to exercise or attempts to exercise) any of their Subsidiaries, (iii) the payment by the Borrower of Rights and Remedies with respect to any Distribution to the Parent or their SubsidiariesSpecified Default, or if the First Lien Trustee or First Lien Collateral Agent is instructed or requested to exercise any Restricted Payment in connection with Rights and Remedies by holders of more than 25% of the Subordinated Notes, each Forbearing Holder (severally and not jointly) agrees to use reasonable efforts to cause the Subordinated Notes DocumentationFirst Lien Trustee or First Lien Collateral Agent, the Parent Senior Notes or the Parent Senior Note Documentation prohibited by as applicable, to rescind such exercise of Rights and Remedies. For purposes of this Section 7 hereof, failure of Borrower to initiate a wire transfer of immediately available funds to reimburse Administrative Agent within two business hours of a request by Administrative Agent for payment in connection with a drawn Letter of Credit, (v) April 19, 2002, unless that certain commitment letter that was delivered to the Administrative Agent and distributed to the Lenders prior to the date hereof, from two lenders to two proposed investors regarding a proposed loan to the Borrower, dated January 25, 2002 and currently expiring on April 15, 2002, has been expended by the same two lenders, on the same terms and to the same proposed investors as previously distributed to the Lenders, through or after May 10, 2002 (or extended through or after May 10, 2002 on other terms acceptable to the requisite Lenders under the Credit Agreement), or (vi) May 10, 2002 (the "Termination Date"2(a)(ii), the Administrative Parties agree that (x) the delivery of a letter from the Forbearing Holders to the First Lien Trustee or First Lien Collateral Agent's and the Lenders' agreement herein to forbear from exercising the rights and remedies available to them result of the Existing Defaults shall immediately terminate, and the Administrative Agent and the Lenders shall be entitled immediately to exercise any and all rights and remedies available under the Credit Agreement and any other Loan Paperas applicable, at law, in equity, instructing or otherwise, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent accelerate, protest, or other formalities of any kind, all of which are hereby expressly waived by the Borrower. The Borrower and the Lenders hereby acknowledge Borrower's noncompliance with the Credit Agreement as a result of the Existing Defaults and acknowledge that this Agreement constitutes notice thereof and waive any and all further notices with respect thereto. The agreement of the Administrative Agent and the Lenders herein shall not constitute a waiver of any Default or Event of Default including without limitation, the Existing Defaults. The Borrower hereby acknowledges directing that the Lenders relevant exercise of Rights and Remedies be rescinded will constitute “reasonable efforts,” and (y) the Forbearing Holders have no obligation to make Revolver Advances, Swingline Advances or issue Letters of Credit provide any indemnification in connection with any request made pursuant to this Section 2(a)(ii) (or otherwise advance any funds pursuant to the Borrower as a result of Borrower's termination of (i) the Commitment, (ii) the Swingline Commitment and (iii) the Letter of Credit Commitment, each on December 12, 2001. Notwithstanding any provision in the Credit Agreement or any other Loan Paper to the contrary, hereto expressly acknowledge and agree that, any draw under any Letter of Credit during the term of this Agreement shall immediately and automatically result in an obligation for the Borrower to reimburse the Administrative Agent for any such draw (which reimbursement obligation may not be paid by the Borrower with the proceeds of a Revolver Advance). Failure of the Borrower to initiate a wire transfer to reimburse the Administrative Agent in immediately available funds for any such draw within 2 business hours after receipt of notice of such draw shall constitute an Event of Default hereunder and under the Credit Agreement (such reimbursement then to be effected by payment in full from the Cash Collateral Account or by wire transfer of immediately available funds, or any combination of the foregoing). The parties hereto expressly acknowledge and agree that the agreement of the Borrower in the preceding three sentences does not affect or abrogate any of the obligations of the Lenders to the Administrative Agent to participate in any such draws under the Letter of Credit in accordance with the terms of the Credit Agreement. The parties hereto further expressly acknowledge and agree that the agreements of the Administrative Agent and the Lenders HEREIN SHALL NOT IN ANY manner restrict or impair any rights or remedies available to them with respect to any Persons other than the Borrower and other Persons guaranteeing the Obligations or providing collateral security therefor. Notwithstanding the forbearance contained in this Agreement, the issuance of a payment blockage notice by the Administrative Agent or any of the other Lenders to the Borrower and/or to the Trustee under the Subordinated Notes Indenture (as provided for in Section 5.5 of the Subordinated Notes Indenture) shall not be deemed to be an exercise of any right or remedy under the Credit Agreement or any of the other the Loan Papers, or the exercise of any right or remedy otherwise available at law or in equity, and shall not be prohibited by any provision of this Agreement).

Limited Forbearance. The Borrower has requested that the Administrative Agent and the Lenders forbear from exercising the rights and remedies available to them as a result of the Existing Anticipated Defaults during the period from the date hereof to and including May 10December 12, 20022001. The Administrative Agent and the Lenders hereby agree to forbear from exercising the rights and remedies available to them as a result of the Existing Anticipated Defaults, including the right to demand default interest under Section 2.08 of the Credit Agreement, commencing on from the earliest date each of the conditions precedent set forth Effective Date (defined in Section 10 hereof seen satisfied to, 10(f) below) to and (so long as none of the events specified in subsections 2(i) through 2(v) below has occurred) through, including the Termination Date (as defined below), subject to the terms of this Agreement and subject to the occurrence of no further Default or Event of Default either pursuant to the Sections of the Credit Agreement subject to the Existing Anticipated Defaults or otherwise. Upon the earlier of (i) the occurrence of any Default or Event of Default, other than the Existing Anticipated Defaults, (ii) the filing of, or exercise by, or amendment and waiver of the taking of any other action Anticipated Defaults by Borrower, the or any of their Subsidiaries or by any third party of any right or remedy under any Debtor Law with respect to the Borrower, the Parent or any of their Subsidiaries, (iii) the payment by the Borrower of any Distribution to the Parent or their Subsidiaries, or any Restricted Payment in connection with the Subordinated Notes, the Subordinated Notes Documentation, the Parent Senior Notes or the Parent Senior Note Documentation prohibited by Section 7 hereof, failure of Borrower to initiate a wire transfer of immediately available funds to reimburse Administrative Agent within two business hours of a request by Administrative Agent for payment in connection with a drawn Letter of Credit, (v) April 19, 2002, unless that certain commitment letter that was delivered to the Administrative Agent and distributed to the Lenders prior to the date hereof, from two lenders to two proposed investors regarding a proposed loan to the Borrower, dated January 25, 2002 and currently expiring on April 15, 2002, has been expended by the same two lenders, on the same terms and to the same proposed investors as previously distributed to the Lenders, through or after May 10, 2002 (or extended through or after May 10, 2002 on other terms acceptable to the requisite Lenders under the terms of the Credit Agreement), or (viiii) May 10December 12, 2002 2001 (the "Termination Date"), the Administrative Agent's and the Lenders' agreement herein to forbear from exercising the rights and remedies available to them as the result of the Existing Anticipated Defaults shall immediately terminate, and the Administrative Agent and the Lenders shall be entitled immediately to exercise any and all rights and remedies available under the Credit Agreement and any other Loan Paper, at as law, in equity, or otherwise, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, protest, or other formalities of any kind, all of which are hereby expressly waived by the Borrower. The Borrower and the Lenders hereby acknowledge Borrower's anticipated noncompliance with the Credit Agreement as a result of the Existing Anticipated Defaults and acknowledge that this Agreement constitutes notice thereof and waive any and all further notices with respect thereto. The agreement of the Administrative Agent and the Lenders herein shall not constitute a waiver of any Default or Event of Default including without limitation, limitation the Existing Anticipated Defaults. The Borrower hereby acknowledges that that, unless and until the Anticipated Defaults are waived by the requisite number of Lenders in accordance with the Credit Agreement, the Lenders shall have no obligation commitment to make Revolver Advances, Swingline Advances or issue Letters of Credit or otherwise advance any funds to the Borrower as a result of Borrower's termination of (i) the Commitment, (ii) the Swingline Commitment and (iii) the Letter of Credit Commitment, each on December 12, 2001. Notwithstanding any provision in the Credit Agreement or any other Loan Paper to the contrary, the parties hereto expressly acknowledge and agree that, until the Termination Date, the Administrative Agent may renew (but not increase) Letters of Credit in existence as of the date hereof. Notwithstanding any provision in the Credit Agreement or any other Loan Paper, the parties hereto expressly acknowledge and agree that, any draw under any Letter of Credit during the term of this Agreement shall immediately and automatically result in an obligation for the Borrower to reimburse the Administrative Agent for any such draw (which reimbursement obligation may not be paid by the Borrower with the proceeds of a Revolver Advance). Failure of the Borrower to initiate a wire transfer to reimburse the Administrative Agent in immediately available funds for any such draw within 2 business hours after receipt of notice of such draw shall constitute an Event of Default hereunder and under the Credit Agreement (such reimbursement then to be effected by payment in full from the Cash Collateral Account cash collateral account described in Section 4(i) hereof or by wire transfer of immediately available funds, or any combination of the foregoing). The parties hereto expressly acknowledge and agree that the agreement of the Borrower in the preceding three two sentences does not affect or abrogate any of the obligations of the Lenders to the Administrative Agent to participate in any such draws under the Letter of Credit in accordance with the terms of the Credit AgreementCredit. The parties hereto further expressly acknowledge and agree that the agreements of the Administrative Agent and the Lenders HEREIN SHALL NOT IN ANY herein shall not in any manner restrict or impair any rights or remedies available to them with respect to any Persons other than the Borrower and other Persons guaranteeing the Obligations or providing collateral security therefor. Notwithstanding the forbearance contained in this Agreement, the issuance of a payment blockage notice by the Administrative Agent or any of the other Lenders to the Borrower and/or to the Trustee under the Subordinated Notes Indenture (as provided for in Section 5.5 of the Subordinated Notes Indenture) shall not be deemed to be an exercise of any right or remedy under the Credit Agreement or any of the other the Loan Papers, or the exercise of any right or remedy otherwise available at law or in equity, and shall not be prohibited by any provision of this Agreement.

Limited Forbearance. The Borrower has requested that the Administrative Agent and the Lenders forbear from exercising the rights and remedies available to them as a result of the Existing Defaults during the period from the date hereof to and including May 10, 2002. The Administrative Agent and the Lenders hereby agree to forbear from exercising the rights and remedies available to them as a result of the Existing Defaults, including the right to demand default interest under Section 2.08 of the Credit Agreement, commencing on the earliest date each of the conditions precedent set forth in Section 10 hereof seen satisfied to, and (so long as none of the events specified in subsections 2(ia) through 2(v) below has occurred) through, the Termination Date (as defined below), subject Subject to the terms and conditions of this Agreement and subject any documents or instruments executed in connection herewith, each Forbearing Holder (severally and not jointly) hereby agrees to forbear (solely in its capacity as a beneficial holder of Notes), and hereby instructs the occurrence of no further Default or Event of Default either pursuant Trustee to the Sections forbear, in each case, from exercising any of the Credit Agreement subject to the Existing Defaults or otherwise. the earlier of (i) the occurrence of any Default or Event of Default, other than the Existing Defaults, (ii) the filing of, or exercise by, or the taking of any other action by Borrower, the or any of their Subsidiaries or by any third party of any right or remedy under any Debtor Law Rights and Remedies with respect to the BorrowerSpecified Default during the Forbearance Period (the “Limited Forbearance”). For the avoidance of doubt, during the Parent Forbearance Period, each Forbearing Holder agrees that (i) it (individually or collectively) will not deliver (and will not take any action to cause any registered holder of the Notes or any Depository or nominee thereof or participant therein to deliver) any notice, instruction or request to the Trustee directing the Trustee to exercise any of the Rights and Remedies against the Issuer or any of the Guarantors, any of their Subsidiaries, (iii) the payment by the Borrower respective Subsidiaries or any property or assets of any Distribution of the foregoing with respect to the Parent Specified Default and (ii) if the Trustee exercises (or their Subsidiariescommences to exercise or attempts to exercise) any Rights and Remedies with respect to the Specified Default, or if the Trustee is instructed or requested to exercise any Restricted Payment in connection with Rights and Remedies by holders of more than 30% of the Subordinated Notes, each Forbearing Holder (severally and not jointly) agrees to use reasonable efforts to cause the Subordinated Notes DocumentationTrustee to rescind such exercise of Rights and Remedies, the Parent Senior Notes or the Parent Senior Note Documentation prohibited by Section 7 hereof, failure of Borrower to initiate a wire transfer of immediately available funds to reimburse Administrative Agent within two business hours of a request by Administrative Agent for payment in connection with a drawn Letter of Credit, (v) April 19, 2002, unless that certain commitment letter that was delivered to the Administrative Agent and distributed to the Lenders prior to the date hereof, from two lenders to two proposed investors regarding a proposed loan to the Borrower, dated January 25, 2002 and currently expiring on April 15, 2002, has been expended by the same two lenders, on the same terms and to the same proposed investors as previously distributed to the Lenders, through or after May 10, 2002 (or extended through or after May 10, 2002 on other terms acceptable to the requisite Lenders extent permitted under the Credit Agreement), or (vi) May 10, 2002 (the "Termination Date"Indenture. For purposes of this Section 2(a)(ii), the Administrative Agent's and Parties agree that (x) the Lenders' agreement herein delivery of a letter from the Forbearing Holders to forbear from exercising the rights and remedies available to them result of the Existing Defaults shall immediately terminate, and the Administrative Agent and the Lenders shall be entitled immediately to exercise any and all rights and remedies available under the Credit Agreement and any other Loan Paper, at law, in equity, Trustee instructing or otherwise, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent accelerate, protest, or other formalities of any kind, all of which are hereby expressly waived by the Borrower. The Borrower and the Lenders hereby acknowledge Borrower's noncompliance with the Credit Agreement as a result of the Existing Defaults and acknowledge that this Agreement constitutes notice thereof and waive any and all further notices with respect thereto. The agreement of the Administrative Agent and the Lenders herein shall not constitute a waiver of any Default or Event of Default including without limitation, the Existing Defaults. The Borrower hereby acknowledges directing that the Lenders relevant exercise of Rights and Remedies be rescinded will constitute “reasonable efforts,” and (y) the Forbearing Holders have no obligation to make Revolver Advances, Swingline Advances or issue Letters of Credit provide any indemnification in connection with any request made pursuant to this Section 2(a)(ii) (or otherwise advance any funds pursuant to the Borrower as a result of Borrower's termination of (i) the Commitment, (ii) the Swingline Commitment and (iii) the Letter of Credit Commitment, each on December 12, 2001. Notwithstanding any provision in the Credit Agreement or any other Loan Paper to the contrary, hereto expressly acknowledge and agree that, any draw under any Letter of Credit during the term of this Agreement shall immediately and automatically result in an obligation for the Borrower to reimburse the Administrative Agent for any such draw (which reimbursement obligation may not be paid by the Borrower with the proceeds of a Revolver Advance). Failure of the Borrower to initiate a wire transfer to reimburse the Administrative Agent in immediately available funds for any such draw within 2 business hours after receipt of notice of such draw shall constitute an Event of Default hereunder and under the Credit Agreement (such reimbursement then to be effected by payment in full from the Cash Collateral Account or by wire transfer of immediately available funds, or any combination of the foregoing). The parties hereto expressly acknowledge and agree that the agreement of the Borrower in the preceding three sentences does not affect or abrogate any of the obligations of the Lenders to the Administrative Agent to participate in any such draws under the Letter of Credit in accordance with the terms of the Credit Agreement. The parties hereto further expressly acknowledge and agree that the agreements of the Administrative Agent and the Lenders HEREIN SHALL NOT IN ANY manner restrict or impair any rights or remedies available to them with respect to any Persons other than the Borrower and other Persons guaranteeing the Obligations or providing collateral security therefor. Notwithstanding the forbearance contained in this Agreement, the issuance of a payment blockage notice by the Administrative Agent or any of the other Lenders to the Borrower and/or to the Trustee under the Subordinated Notes Indenture (as provided for in Section 5.5 of the Subordinated Notes Indenture) shall not be deemed to be an exercise of any right or remedy under the Credit Agreement or any of the other the Loan Papers, or the exercise of any right or remedy otherwise available at law or in equity, and shall not be prohibited by any provision of this Agreement).

Limited Forbearance. The Borrower has requested that the Administrative Agent and the Lenders forbear from exercising the rights and remedies available to them as a result of the Existing Defaults during the period from the date hereof to and including May 10, 2002. The Administrative Agent and the Lenders hereby agree to forbear from exercising the rights and remedies available to them as a result of the Existing Defaults, including the right to demand default interest under Section 2.08 of the Credit Agreement, commencing on the earliest date each of the conditions precedent set forth in Section 10 hereof seen satisfied to, and (so long as none of the events specified in subsections 2(ia) through 2(v) below has occurred) through, the Termination Date (as defined below), subject Subject to the terms and conditions of this Agreement and subject any documents or instruments executed in connection herewith, each Forbearing Holder (severally and not jointly) hereby agrees to forbear (solely in its capacity as a beneficial holder of Notes), and hereby instructs the occurrence of no further Default or Event of Default either pursuant Second Lien Trustee and the Second Lien Collateral Agent to the Sections forbear, in each case, from exercising any of the Credit Agreement subject Rights and Remedies with respect to any Specified Default during the Existing Defaults or otherwiseForbearance Period (the “Limited Forbearance”). For the earlier avoidance of doubt, during the Forbearance Period, each Forbearing Holder agrees that (i) it (individually or collectively) will not deliver (and will not take any action to cause any registered holder of the occurrence of Notes or any Default Depository or Event of Defaultnominee thereof or participant therein to deliver) any notice, other than instruction or request to the Existing Defaults, (ii) the filing of, or exercise by, Second Lien Trustee or the taking Second Lien Collateral Agent directing the Second Lien Trustee or the Second Lien Collateral Agent, as applicable, in each case, to exercise any of the Rights and Remedies against any other action by Borrowerof the Issuers or the Guarantors, the or any of their respective Subsidiaries or by any third party property or assets of any right or remedy under any Debtor Law of the foregoing with respect to the Borrower, Specified Default and (ii) if the Parent Second Lien Trustee or Second Lien Collateral Agent exercises (or commences to exercise or attempts to exercise) any of their Subsidiaries, (iii) the payment by the Borrower of Rights and Remedies with respect to any Distribution to the Parent or their SubsidiariesSpecified Default, or if the Second Lien Trustee or Second Lien Collateral Agent is instructed or requested to exercise any Restricted Payment in connection with Rights and Remedies by holders of more than 25% of the Subordinated Notes, each Forbearing Holder (severally and not jointly) agrees to use reasonable efforts to cause the Subordinated Notes DocumentationSecond Lien Trustee or Second Lien Collateral Agent, the Parent Senior Notes or the Parent Senior Note Documentation prohibited by as applicable, to rescind such exercise of Rights and Remedies. For purposes of this Section 7 hereof, failure of Borrower to initiate a wire transfer of immediately available funds to reimburse Administrative Agent within two business hours of a request by Administrative Agent for payment in connection with a drawn Letter of Credit, (v) April 19, 2002, unless that certain commitment letter that was delivered to the Administrative Agent and distributed to the Lenders prior to the date hereof, from two lenders to two proposed investors regarding a proposed loan to the Borrower, dated January 25, 2002 and currently expiring on April 15, 2002, has been expended by the same two lenders, on the same terms and to the same proposed investors as previously distributed to the Lenders, through or after May 10, 2002 (or extended through or after May 10, 2002 on other terms acceptable to the requisite Lenders under the Credit Agreement), or (vi) May 10, 2002 (the "Termination Date"2(a)(ii), the Administrative Parties agree that (x) the delivery of a letter from the Forbearing Holders to the Second Lien Trustee or Second Lien Collateral Agent's and the Lenders' agreement herein to forbear from exercising the rights and remedies available to them result of the Existing Defaults shall immediately terminate, and the Administrative Agent and the Lenders shall be entitled immediately to exercise any and all rights and remedies available under the Credit Agreement and any other Loan Paperas applicable, at law, in equity, instructing or otherwise, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent accelerate, protest, or other formalities of any kind, all of which are hereby expressly waived by the Borrower. The Borrower and the Lenders hereby acknowledge Borrower's noncompliance with the Credit Agreement as a result of the Existing Defaults and acknowledge that this Agreement constitutes notice thereof and waive any and all further notices with respect thereto. The agreement of the Administrative Agent and the Lenders herein shall not constitute a waiver of any Default or Event of Default including without limitation, the Existing Defaults. The Borrower hereby acknowledges directing that the Lenders relevant exercise of Rights and Remedies be rescinded will constitute “reasonable efforts,” and (y) the Forbearing Holders have no obligation to make Revolver Advances, Swingline Advances or issue Letters of Credit provide any indemnification in connection with any request made pursuant to this Section 2(a)(ii) (or otherwise advance any funds pursuant to the Borrower as a result of Borrower's termination of (i) the Commitment, (ii) the Swingline Commitment and (iii) the Letter of Credit Commitment, each on December 12, 2001. Notwithstanding any provision in the Credit Agreement or any other Loan Paper to the contrary, hereto expressly acknowledge and agree that, any draw under any Letter of Credit during the term of this Agreement shall immediately and automatically result in an obligation for the Borrower to reimburse the Administrative Agent for any such draw (which reimbursement obligation may not be paid by the Borrower with the proceeds of a Revolver Advance). Failure of the Borrower to initiate a wire transfer to reimburse the Administrative Agent in immediately available funds for any such draw within 2 business hours after receipt of notice of such draw shall constitute an Event of Default hereunder and under the Credit Agreement (such reimbursement then to be effected by payment in full from the Cash Collateral Account or by wire transfer of immediately available funds, or any combination of the foregoing). The parties hereto expressly acknowledge and agree that the agreement of the Borrower in the preceding three sentences does not affect or abrogate any of the obligations of the Lenders to the Administrative Agent to participate in any such draws under the Letter of Credit in accordance with the terms of the Credit Agreement. The parties hereto further expressly acknowledge and agree that the agreements of the Administrative Agent and the Lenders HEREIN SHALL NOT IN ANY manner restrict or impair any rights or remedies available to them with respect to any Persons other than the Borrower and other Persons guaranteeing the Obligations or providing collateral security therefor. Notwithstanding the forbearance contained in this Agreement, the issuance of a payment blockage notice by the Administrative Agent or any of the other Lenders to the Borrower and/or to the Trustee under the Subordinated Notes Indenture (as provided for in Section 5.5 of the Subordinated Notes Indenture) shall not be deemed to be an exercise of any right or remedy under the Credit Agreement or any of the other the Loan Papers, or the exercise of any right or remedy otherwise available at law or in equity, and shall not be prohibited by any provision of this Agreement).