Common use of No Waiver; Reservation of Rights Clause in Contracts

No Waiver; Reservation of Rights. The Investor has not waived, is not by this Agreement waiving, and has no present intention of waiving, the Specified Defaults or any other Events of Default which may be continuing on the date hereof or any Events of Default which may occur after the date hereof (whether the same or similar to the Specified Defaults or otherwise), and nothing contained herein shall be deemed or constitute any such waiver. Subject to Section 2 above, the Investor reserves the right, in its discretion, to exercise any or all rights or remedies under the WorldSpace Notes, the other New Transaction Documents, applicable law and otherwise as a result of the Specified Defaults or any other Events of Default that may be continuing on the date hereof or any Events of Default that may occur after the date hereof, and the Investor has not waived any of such rights or remedies and nothing in this Agreement, and no delay on the Investor’s part in exercising such rights or remedies, should be construed as a waiver of any such rights or remedies. Upon the termination of the Forbearance Period, the agreement of the Investor to forbear and the other agreements of the Investor, in each case as set forth in Section 2 above, shall automatically and without further action terminate and be of no force and effect, it being understood and agreed that the effect of such termination will be to permit the Investor and the Collateral Agent (acting upon the instructions of the Investor and on behalf of the Investor) to exercise any and all of its rights and remedies at any time and from time to time thereafter, including, without limitation, the right to accelerate all or any portion of the obligations under the WorldSpace Notes and exercise any other rights and remedies set forth in the WorldSpace Notes, the other New Transaction Documents, applicable law or otherwise, in each case, without any notice, passage of time or forbearance of any kind. The Investor reserve the right to request any additional information (financial or otherwise) with respect to the Specified Defaults or any other Event of Default or otherwise.

No Waiver; Reservation of Rights. The Investor has Agent and each of the Lenders have not waived, is and are not waiving, by the execution of this Agreement waivingor the acceptance of any payments hereunder or under the Financing Agreement any Default or Event of Default (including any Specified Default) whether now existing or hereafter arising under the Financing Agreement or any of the other Loan Documents, or its respective rights, remedies, powers, privileges and defenses arising as a result thereof or otherwise, and has no present intention failure on the part of waivingthe Agent or the Lenders to exercise and no delay in exercising, including without limitation the Specified Defaults right to take any enforcement actions, and no course of dealing with respect to, any right, remedy, power, privilege or defense hereunder, under the Financing Agreement or any other Events Loan Document, at law or in equity or otherwise, arising as the result of any Default or Event of Default which may be continuing on (including any Specified Default) whether now existing or hereafter arising under the date hereof Financing Agreement or any Events of Default which may occur after the date hereof (whether the same or similar to the Specified Defaults or otherwise), and nothing contained herein shall be deemed or constitute any such waiver. Subject to Section 2 above, the Investor reserves the right, in its discretion, to exercise any or all rights or remedies under the WorldSpace Notes, the other New Transaction Documents, applicable law and otherwise as a result of Loan Documents or the Specified Defaults occurrence thereof or any other Events action by Loan Parties and no acceptance of partial performance or partial payment by the Agent or the Lenders, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, privilege or defense hereunder, under the Financing Agreement or under any other Loan Document, at law, in equity or otherwise, preclude any other or further exercise thereof or the exercise of any other right, remedy, power, privilege or defense, nor shall any failure to specify any Default or Event of Default that in this Agreement constitute any waiver of such Default or Event of Default. The rights, remedies, powers, privileges and defenses provided for herein, in the Financing Agreement and the other Loan Documents are cumulative and, except as expressly provided hereunder, may be continuing on exercised separately, successively or concurrently at the date hereof sole discretion of the Agent and the Lenders, and are not exclusive of any rights, remedies, powers, privileges and defenses provided at law, in equity or otherwise, all of which are hereby expressly reserved. Notwithstanding the existence or content of any communication by or between the Borrower or any Events of Default that may occur after the date hereof, Guarantor and the Investor has not waived Agent or any Lender, or any of their representatives, including, but not limited to, any Agent, regarding any Default or Event of Default, no waiver, forbearance, or other similar action by the Agent or any Lender with regard to such rights Default or remedies Event of Default, whether now existing or hereafter arising under the Financing Agreement or any of the other Loan Documents, shall be effective unless the same has been reduced to writing and nothing in executed by authorized representatives of the percentage of Lenders required under the applicable provisions of the Financing Agreement, the applicable Loan Parties and every other entity deemed necessary or desirable by the percentage of Lenders required under the applicable provisions of the Financing Agreement. Borrower and each Guarantor acknowledges and agrees that, both before and after giving effect to this Agreement, Borrower and no delay on each Guarantor is, jointly and severally, indebted to the Investor’s part in exercising such rights or remedies, should be construed as a waiver of any such rights or remedies. Upon the termination of the Forbearance Period, the agreement of the Investor to forbear Lenders and the other agreements Secured Parties for the Obligations (including the Obligations in respect of the Investor, in each case as set forth in Section 2 above, shall automatically and without further action terminate and be of no force and effect, it being understood and agreed that the effect of such termination will be Incremental Term Loans provided pursuant to permit the Investor and the Collateral Agent (acting upon the instructions of the Investor and on behalf of the Investor) to exercise any and all of its rights and remedies at any time and from time to time thereafter, includingthis Agreement), without limitationdefense, the right to accelerate all counterclaim or any portion of the obligations under the WorldSpace Notes and exercise any other rights and remedies set forth in the WorldSpace Notes, the other New Transaction Documents, applicable law or otherwise, in each case, without any notice, passage of time or forbearance offset of any kind. The Investor reserve Borrower and each Guarantor hereby ratifies and reaffirms the right validity, enforceability and binding nature of such Obligations both before and after giving effect to request any additional information this Agreement (financial except as the enforceability thereof may be limited by bankruptcy, insolvency or otherwisesimilar laws affecting creditors’ rights generally and subject to general principles of equity). Borrower and each Guarantor hereby ratifies and reaffirms the validity and enforceability (except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity) with of the Liens and security interests granted to Collateral Agent for the benefit of the Secured Parties to secure all of the Obligations (including the Obligations in respect of the Incremental Term Loans provided pursuant to this Agreement) by Borrower and each Guarantor pursuant to the Specified Defaults Loan Documents to which any of Borrower or any such other Event Guarantor is a party and hereby confirms and agrees that notwithstanding the effectiveness of Default or otherwisethis Agreement, and except as expressly amended by this Agreement, each such Loan Document is, and shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects.

No Waiver; Reservation of Rights. The Investor has Agent and each of the Lenders have not waived, is and are not waiving, by the execution of this Agreement waivingor the acceptance of any payments hereunder or under the Financing Agreement any Default or Event of Default (including any Specified Default) whether now existing or hereafter arising under the Financing Agreement or any of the other Loan Documents, or its respective rights, remedies, powers, privileges and defenses arising as a result thereof or otherwise, and has no present intention failure on the part of waivingthe Agent or the Lenders to exercise and no delay in exercising, including without limitation the Specified Defaults right to take any enforcement actions, and no course of dealing with respect to, any right, remedy, power, privilege or defense hereunder, under the Financing Agreement or any other Events Loan Document, at law or in equity or otherwise, arising as the result of any Default or Event of Default which may be continuing on (including any Specified Default) whether now existing or hereafter arising under the date hereof Financing Agreement or any Events of Default which may occur after the date hereof (whether the same or similar to the Specified Defaults or otherwise), and nothing contained herein shall be deemed or constitute any such waiver. Subject to Section 2 above, the Investor reserves the right, in its discretion, to exercise any or all rights or remedies under the WorldSpace Notes, the other New Transaction Documents, applicable law and otherwise as a result of Loan Documents or the Specified Defaults occurrence thereof or any other Events action by Loan Parties and no acceptance of partial performance or partial payment by the Agent or the Lenders, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, privilege or defense hereunder, under the Financing Agreement or under any other Loan Document, at law, in equity or otherwise, preclude any other or further exercise thereof or the exercise of any other right, remedy, power, privilege or defense, nor shall any failure to specify any Default or Event of Default that in this Agreement constitute any waiver of such Default or Event of Default. The rights, remedies, powers, privileges and defenses provided for herein, in the Financing Agreement and the other Loan Documents are cumulative and, except as expressly provided hereunder, may be continuing on exercised separately, successively or concurrently at the date hereof sole discretion of the Agent and the Lenders, and are not exclusive of any rights, remedies, powers, privileges and defenses provided at law, in equity or otherwise, all of which are hereby expressly reserved. Notwithstanding the existence or content of any communication by or between the Borrower or any Events of Default that may occur after the date hereof, Guarantor and the Investor has not waived Agent or any Lender, or any of their representatives, including, but not limited to, any Agent, regarding any Default or Event of Default, no waiver, forbearance, or other similar action by the Agent or any Lender with regard to such rights Default or remedies Event of Default, whether now existing or hereafter arising under the Financing Agreement or any of the other Loan Documents, shall be effective unless the same has been reduced to writing and nothing in executed by authorized representatives of the percentage of Lenders required under the applicable provisions of the Financing Agreement, the applicable Loan Parties and every other entity deemed necessary or desirable by the percentage of Lenders required under the applicable provisions of the Financing Agreement. Borrower and each Guarantor acknowledge and agree that, both before and after giving effect to this Agreement, Borrower and no delay on each Guarantor are, jointly and severally, indebted to the Investor’s part in exercising such rights or remedies, should be construed as a waiver of any such rights or remedies. Upon the termination of the Forbearance Period, the agreement of the Investor to forbear Lenders and the other agreements Secured Parties for the Obligations (including the Obligations in respect of the Investor, in each case as set forth in Section 2 above, shall automatically and without further action terminate and be of no force and effect, it being understood and agreed that the effect of such termination will be Second Incremental Term Loans provided pursuant to permit the Investor and the Collateral Agent (acting upon the instructions of the Investor and on behalf of the Investor) to exercise any and all of its rights and remedies at any time and from time to time thereafter, includingthis Agreement), without limitationdefense, the right to accelerate all counterclaim or any portion of the obligations under the WorldSpace Notes and exercise any other rights and remedies set forth in the WorldSpace Notes, the other New Transaction Documents, applicable law or otherwise, in each case, without any notice, passage of time or forbearance offset of any kind. The Investor reserve Borrower and each Guarantor hereby ratify and reaffirm the right validity, enforceability and binding nature of such Obligations both before and after giving effect to request any additional information this Agreement (financial except as the enforceability thereof may be limited by bankruptcy, insolvency or otherwisesimilar laws affecting creditors’ rights generally and subject to general principles of equity). Borrower and each Guarantor hereby ratify and reaffirm the validity and enforceability (except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity) with of the Liens and security interests granted to Collateral Agent for the benefit of the Secured Parties to secure all of the Obligations (including the Obligations in respect of the Second Incremental Term Loans provided pursuant to this Agreement) by Borrower and each Guarantor pursuant to the Specified Defaults Loan Documents to which any of Borrower or any such other Event Guarantor is a party and hereby confirm and agree that notwithstanding the effectiveness of Default or otherwisethis Agreement, and except as expressly amended by this Agreement, each such Loan Document is, and shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects.

No Waiver; Reservation of Rights. The Investor has Agent and each of the Lenders have not waived, is and are not waiving, by the execution of this Agreement waivingor the acceptance of any payments hereunder or under the Financing Agreement any Default or Event of Default (including any Specified Default) whether now existing or hereafter arising under the Financing Agreement or any of the other Loan Documents, or its respective rights, remedies, powers, privileges and defenses arising as a result thereof or otherwise, and has no present intention failure on the part of waivingthe Agent or the Lenders to exercise and no delay in exercising, including without limitation the Specified Defaults right to take any enforcement actions, and no course of dealing with respect to, any right, remedy, power, privilege or defense hereunder, under the Financing Agreement or any other Events Loan Document, at law or in equity or otherwise, arising as the result of any Default or Event of Default which may be continuing on (including any Specified Default) whether now existing or hereafter arising under the date hereof Financing Agreement or any Events of Default which may occur after the date hereof (whether the same or similar to the Specified Defaults or otherwise), and nothing contained herein shall be deemed or constitute any such waiver. Subject to Section 2 above, the Investor reserves the right, in its discretion, to exercise any or all rights or remedies under the WorldSpace Notes, the other New Transaction Documents, applicable law and otherwise as a result of Loan Documents or the Specified Defaults occurrence thereof or any other Events of Default that may be continuing on the date hereof or any Events of Default that may occur after the date hereof, and the Investor has not waived any of such rights or remedies and nothing in this Agreement, action by Loan Parties and no delay on acceptance of partial performance or partial payment by the Investor’s part in exercising such rights Agent or remediesthe Lenders, should be construed shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, privilege or defense hereunder, under the Financing Agreement or under any other Loan Document, at law, in equity or otherwise, preclude any other or further exercise thereof or the exercise of any other right, remedy, power, privilege or defense, nor shall any failure to specify any Default or Event of Default in this Agreement constitute any waiver of such rights Default or Event of Default. The rights, remedies. Upon , powers, privileges and defenses provided for herein, in the termination of the Forbearance Period, the agreement of the Investor to forbear Financing Agreement and the other agreements Loan Documents are cumulative and, except as expressly provided hereunder, may be exercised separately, successively or concurrently at the sole discretion of the InvestorAgent and the Lenders, and are not exclusive of any rights, remedies, powers, privileges and defenses provided at law, in each case as set forth in Section 2 above, shall automatically and without further action terminate and be of no force and effect, it being understood and agreed that the effect of such termination will be to permit the Investor and the Collateral Agent (acting upon the instructions of the Investor and on behalf of the Investor) to exercise any and all of its rights and remedies at any time and from time to time thereafter, including, without limitation, the right to accelerate all or any portion of the obligations under the WorldSpace Notes and exercise any other rights and remedies set forth in the WorldSpace Notes, the other New Transaction Documents, applicable law equity or otherwise, in each case, without any notice, passage all of time or forbearance of any kind. The Investor reserve the right to request any additional information (financial or otherwise) with respect to the Specified Defaults or any other Event of Default or otherwise.which are hereby expressly

No Waiver; Reservation of Rights. The Investor has Agent and each of the Lenders have not waived, is and are not waiving, by the execution of this Agreement waivingor the acceptance of any payments hereunder or under the Financing Agreement any Default or Event of Default hereafter arising under the Financing Agreement or any of the other Loan Documents, or its respective rights, remedies, powers, privileges and defenses arising as a result thereof or otherwise, and has no present intention failure on the part of waivingthe Agent or the Lenders to exercise and no delay in exercising, including without limitation the Specified Defaults right to take any enforcement actions, and no course of dealing with respect to, any right, remedy, power, privilege or defense hereunder, under the Financing Agreement or any other Events Loan Document, at law or in equity or otherwise, arising as the result of any Default or Event of Default which may be continuing on hereafter arising under the date hereof Financing Agreement or any Events of Default which may occur after the date hereof (whether the same or similar to the Specified Defaults or otherwise), and nothing contained herein shall be deemed or constitute any such waiver. Subject to Section 2 above, the Investor reserves the right, in its discretion, to exercise any or all rights or remedies under the WorldSpace Notes, the other New Transaction Documents, applicable law and otherwise as a result of Loan Documents or the Specified Defaults occurrence thereof or any other Events action by Loan Parties and no acceptance of partial performance or partial payment by the Agent or the Lenders, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, privilege or defense hereunder, under the Financing Agreement or under any other Loan Document, at law, in equity or otherwise, preclude any other or further exercise thereof or the exercise of any other right, remedy, power, privilege or defense, nor shall any failure to specify any Default or Event of Default that in this Agreement constitute any waiver of such Default or Event of Default. The rights, remedies, powers, privileges and defenses provided for herein, in the Financing Agreement and the other Loan Documents are cumulative and, except as expressly provided hereunder, may be continuing on exercised separately, successively or concurrently at the date hereof sole discretion of the Agent and the Lenders, and are not exclusive of any rights, remedies, powers, privileges and defenses provided at law, in equity or otherwise, all of which are hereby expressly reserved. Notwithstanding the existence or content of any communication by or between the Borrower or any Events of Default that may occur after the date hereof, Guarantor and the Investor has not waived Agent or any Lender, or any of their representatives, including, but not limited to, any Agent, regarding any Default or Event of Default, no waiver, forbearance, or other similar action by the Agent or any Lender with regard to such rights Default or remedies Event of Default, whether now existing or hereafter arising under the Financing Agreement or any of the other Loan Documents, shall be effective unless the same has been reduced to writing and nothing in executed by authorized representatives of the percentage of Lenders required under the applicable provisions of the Financing Agreement, the applicable Loan Parties and every other entity deemed necessary or desirable by the percentage of Lenders required under the applicable provisions of the Financing Agreement. Borrower and each Guarantor acknowledge and agree that, both before and after giving effect to this Agreement, Borrower and no delay on each Guarantor are, jointly and severally, indebted to the Investor’s part in exercising such rights or remedies, should be construed as a waiver of any such rights or remedies. Upon the termination of the Forbearance Period, the agreement of the Investor to forbear Lenders and the other agreements of Secured Parties for the Investor, in each case as set forth in Section 2 above, shall automatically and without further action terminate and be of no force and effect, it being understood and agreed that the effect of such termination will be to permit the Investor and the Collateral Agent (acting upon the instructions of the Investor and on behalf of the Investor) to exercise any and all of its rights and remedies at any time and from time to time thereafter, includingObligations, without limitationdefense, the right to accelerate all counterclaim or any portion of the obligations under the WorldSpace Notes and exercise any other rights and remedies set forth in the WorldSpace Notes, the other New Transaction Documents, applicable law or otherwise, in each case, without any notice, passage of time or forbearance offset of any kind. The Investor reserve Borrower and each Guarantor hereby ratify and reaffirm the right validity, enforceability and binding nature of such Obligations both before and after giving effect to request any additional information this Agreement (financial except as the enforceability thereof may be limited by bankruptcy, insolvency or otherwisesimilar laws affecting creditors’ rights generally and subject to general principles of equity). Borrower and each Guarantor hereby ratify and reaffirm the validity and enforceability (except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity) with respect of the Liens and security interests granted to Collateral Agent for the benefit of the Secured Parties to secure all of the Obligations by Borrower and each Guarantor pursuant to the Specified Defaults Loan Documents to which any of Borrower or any such other Event Guarantor is a party and hereby confirm and agree that notwithstanding the effectiveness of Default or otherwisethis Agreement, and except as expressly amended by this Agreement, each such Loan Document is, and shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects.

No Waiver; Reservation of Rights. The Investor has not waived, Company acknowledges that the Holder is not by this Agreement waiving, and has no present intention waiving any of waiving, the Specified Defaults or any other Existing Events of Default which may be continuing on but is simply agreeing to forbear from exercising its rights and remedies under Section 4(b) of the date hereof Note or any Section 16 of the Security Agreement with respect to the Existing Events of Default which may occur after to the date hereof (whether extent expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Company acknowledges and agrees that immediately upon occurrence of a Standstill Termination, the Holder shall have all of its rights and remedies under Section 4(b) of the Note and Section 16 of the Security Agreement with respect to the Existing Events of Default to the same or similar to the Specified Defaults or otherwise)extent, and nothing contained herein shall be deemed or constitute with the same force and effect, as if the forbearance had not occurred. The Company will not assert and hereby forever waives any such waiver. Subject right to Section 2 above, assert that the Investor reserves Holder is obligated in any way to continue beyond the right, in occurrence of a Standstill Termination to forbear from enforcing its discretion, to exercise any or all rights or remedies under the WorldSpace Notes, the other New Transaction Documents, applicable law and otherwise as a result Section 4(b) of the Specified Defaults Note or Section 16 of the Security Agreement with respect to any other of the Existing Events of Default or that may be continuing the Holder is not entitled to act on any of the date hereof or any Existing Events of Default after the occurrence of a Standstill Termination as if the Standstill Period never existed. The Company acknowledges that may occur the Holder has made no representations as to what actions, if any, the Holder will take upon the occurrence of a Standstill Termination or the occurrence of any breach of this Agreement or any of the other Transaction Documents after the date hereof, and the Investor Holder does hereby specifically and fully reserve any and all rights, remedies, and claims it has not waived (after giving effect hereto) with respect to the Existing Events of Default and each other Event of Default or each other breach under this Agreement or any of such rights or remedies and nothing in this Agreement, and no delay on the Investor’s part in exercising such rights or remedies, should be construed as a waiver of any such rights or remedies. Upon the termination of the Forbearance Period, the agreement of the Investor to forbear and the other agreements of the Investor, in each case as set forth in Section 2 above, shall automatically and without further action terminate and be of no force and effect, it being Transaction Documents that may occur. It is expressly understood and agreed that nothing contained in this Agreement shall prohibit the effect of such termination will Holder from exercising any rights or remedies that may be available to permit the Investor and Holder under this Agreement, the Collateral Agent Note (acting upon the instructions of the Investor and on behalf of the Investor) to exercise any and all of its rights and remedies at any time and from time to time thereafter, including, without limitation, the right to accelerate converting all or any portion of the obligations under the WorldSpace Notes and exercise thereof), any other Transaction Document or applicable law, other than its rights and remedies set forth in under Section 4(b) of the WorldSpace Notes, Note and Section 16 of the other New Transaction Documents, applicable law or otherwise, in each case, without any notice, passage of time or forbearance of any kind. The Investor reserve the right to request any additional information (financial or otherwise) Security Agreement solely with respect to the Specified Defaults Existing Events of Default during the Standstill Period as expressly contemplated hereby. The Company, on behalf of itself and its Subsidiaries, hereby acknowledges receipt of notices of intention to enforce security pursuant to section 244(1) of the Bankruptcy and Insolvency Act (Canada) contemporaneously with execution of this Agreement and hereby irrevocably waives the ten (10) day notice period pursuant to the Bankruptcy and Insolvency Act (Canada) and hereby consents to, and will not object to or oppose, any other motion by the Holder to appoint a receiver (either private or court-appointed) if any Event of Default or otherwiseoccurs after the date hereof.

No Waiver; Reservation of Rights. The Investor has Agent and the Lenders have not waived, is are not by this Agreement waiving, and has have no present intention of waiving, waiving any Events of Default (other than the Specified Defaults or any other Events of Default for the Waiver Period) which may be continuing on the date hereof or any Events of Default which may occur after the date hereof (whether the same or similar to the Specified Defaults or otherwise), and nothing contained herein shall be deemed or constitute any such waiver. Subject to Section 2 above, the Investor The Lender Group reserves the right, in its discretion, to exercise any or all rights or remedies under the WorldSpace NotesCredit Agreement, the other New Transaction Loan Documents, applicable law and otherwise (including, without limitation, any rights afforded to the Agent and Lenders under the Intercreditor Agreement) as a result of the Specified Defaults or any other Events of Default that may be continuing on the date hereof or any Events of Default that may occur after the date hereof, and the Investor has Agent and the Lenders have not waived any of such rights or remedies and nothing in this Agreement, and no delay on the InvestorAgent’s and the Lenders’ part in exercising such rights or remedies, should be construed as a waiver of any such rights or remedies. Upon the termination of the Forbearance Waiver Period, the agreement of the Investor members of the Lender Group to forbear waive the Specified Defaults and the other agreements of the Investor, in each case as set forth in Section 2 above, members of the Lender Group shall automatically and without further action terminate and be of no force and effect, it being understood and agreed that the effect of such termination will be to permit the Investor and the Collateral Agent (acting upon the instructions of the Investor and Required Lenders, on behalf of the InvestorLender Group) to exercise any and all of its rights and remedies at any time and from time to time thereafter, including, without limitation, the right to accelerate all or any portion of the obligations under the WorldSpace Notes Obligations and exercise any other rights and remedies set forth in the WorldSpace NotesCredit Agreement, the other New Transaction Loan Documents, applicable law or otherwise, in each case, without any notice, passage of time or forbearance of any kind. The Investor reserve Each member of the Lender Group reserves the right to request any additional information (financial or otherwise) with respect to the Specified Defaults or any other Event of Default or otherwise.

No Waiver; Reservation of Rights. The Investor has Administrative Agent and each of the Specified Lenders have not waived, is and are not waiving, by the execution of this Agreement waivingor the acceptance of any payments hereunder or under the Credit Agreement any Default or Event of Default (including the Specified Default) whether now existing or hereafter arising under the Credit Agreement or any of the other Loan Documents, or its respective rights, remedies, powers, privileges and defenses arising as a result thereof or otherwise, and has no present intention failure on the part of waiving, the Administrative Agent or the Specified Defaults Lenders to exercise and no delay in exercising, including without limitation the right to take any enforcement actions, and no course of dealing with respect to, any right, remedy, power, privilege or defense hereunder, under the Credit Agreement or any other Events Loan Document, at law or in equity or otherwise, arising as the result of any Default or Event of Default which may be continuing on (including the date hereof Specified Default) whether now existing or hereafter arising under the Credit Agreement or any Events of Default which may occur after the date hereof (whether the same or similar to the Specified Defaults or otherwise), and nothing contained herein shall be deemed or constitute any such waiver. Subject to Section 2 above, the Investor reserves the right, in its discretion, to exercise any or all rights or remedies under the WorldSpace Notes, the other New Transaction Documents, applicable law and otherwise as a result of Loan Documents or the Specified Defaults occurrence thereof or any other Events of Default that may be continuing on the date hereof or any Events of Default that may occur after the date hereof, and the Investor has not waived any of such rights or remedies and nothing in this Agreement, action by Loan Parties and no delay on acceptance of partial performance or partial payment by the Investor’s part in exercising such rights Administrative Agent or remedies, should be construed the Specified Lenders shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, privilege or defense hereunder, under the Credit Agreement or under any other Loan Document, at law, in equity or otherwise, preclude any other or further exercise thereof or the exercise of any other right, remedy, power, privilege or defense nor shall any failure to specify any Default or Event of Default in this Agreement constitute any waiver of such rights Default or Event of Default. The rights, remedies. Upon , powers, privileges and defenses provided for herein, in the termination of the Forbearance Period, the agreement of the Investor to forbear Credit Agreement and the other agreements Loan Documents are cumulative and, except as expressly provided hereunder, may be exercised separately, successively or concurrently at the sole discretion of the InvestorAdministrative Agent and the Specified Lenders, and are not exclusive of any rights, remedies, powers, privileges and defenses provided at law, in each case as set forth in Section 2 aboveequity or otherwise, shall automatically and without further action terminate and be all of no force and effect, it being understood and agreed that which are hereby expressly reserved. Notwithstanding the effect existence or content of such termination will be to permit any communication by or between the Investor Loan Parties and the Collateral Administrative Agent (acting upon the instructions or any Specified Lender, or any of the Investor and on behalf of the Investor) to exercise any and all of its rights and remedies at any time and from time to time thereaftertheir representatives, including, without limitationbut not limited to, the right to accelerate all Administrative Agent, regarding any Default or Event of Default, no waiver, forbearance, or other similar action by the Administrative Agent or any portion Specified Lender with regard to such Default or Event of Default, whether now existing or hereafter arising under the Credit Agreement or any of the obligations other Loan Documents, shall be effective unless the same has been reduced to writing and executed by an authorized representatives of the percentage of Lenders required under the WorldSpace Notes and exercise any other rights and remedies set forth in applicable provisions of the WorldSpace NotesCredit Agreement, the applicable Loan Parties and every other New Transaction Documents, entity deemed necessary or desirable by the percentage of Lenders required under the applicable law or otherwise, in each case, without any notice, passage provisions of time or forbearance of any kind. The Investor reserve the right to request any additional information (financial or otherwise) with respect to the Specified Defaults or any other Event of Default or otherwiseCredit Agreement.

No Waiver; Reservation of Rights. The Investor has not waived, It is not by understood that the execution of this Agreement waivingshall not change the relationship of principal and surety now existing between Contractors and/or Indemnitors and Surety. The terms and provisions of the GAI and the Bonds shall remain in full force and effect. It is agreed and understood that Surety does not, by virtue of this Agreement, undertake or assume any obligation other than the obligations that Surety has under its Bonds or existing agreements or under law or which it expressly assumes by the terms of this Agreement. It is further understood and has no present intention agreed that this Agreement shall not operate or be construed as a waiver, abrogation, limitation or relinquishment of waiving, the Specified Defaults any rights that Surety may have or any other Events of Default which may be continuing on the date hereof or any Events of Default which may occur after the date hereof (whether the same or similar have acquired with respect to the Specified Defaults GAI and/or any of the Bonds issued by Surety with respect to which Contractors and/or Indemnitors are a principal or otherwise)which were otherwise issued at the request of Contractors and/or Indemnitors, and nothing contained in this Agreement shall in any way prejudice or waive the legal and equitable rights of subrogation of Surety. It is further understood and agreed that all rights and remedies provided herein for Surety shall be deemed in addition to, and not in derogation of or constitute any such waiver. Subject to Section 2 abovesubstitution for, the Investor reserves rights and remedies which would otherwise be vested in Surety under or by virtue of law, and this Agreement shall be construed only to enhance, and not to diminish, the rights of Surety with respect to any Bonds, the GAI, any and all Collateral and this Agreement. Each right, in its discretion, to exercise any or all rights or remedies under the WorldSpace Notes, the other New Transaction Documents, applicable law and otherwise as a result of the Specified Defaults or any other Events of Default that may be continuing on the date hereof or any Events of Default that may occur after the date hereofremedy, and the Investor has not waived any power of such rights or remedies and nothing Surety provided in this Agreement, or by law, equity, or statute will be cumulative, and the exercise by Surety of any right, remedy, or power will not preclude Surety’s simultaneous or subsequent exercise of any or all other rights, powers, or remedies. The Surety may delay or refrain from exercising any past, present or future right or remedy hereunder without waiving any such right or remedy, and no delay or failure on the Investor’s part in exercising such rights or remedies, should be construed as a waiver of Surety to take advantage of any such rights or remedies. Upon the termination of the Forbearance Periodprovisions of this Agreement shall in any way waive, the agreement of the Investor to forbear and the other agreements of the Investorlimit, in each case as set forth in Section 2 above, shall automatically and without further action terminate and be of no force and effect, it being understood and agreed that the effect of such termination will be to permit the Investor and the Collateral Agent (acting upon the instructions of the Investor and on behalf of the Investor) to exercise vary or discharge any and all of its rights and remedies at any time and from time to time thereafter, including, without limitation, the right to accelerate all or any portion of the obligations of Contractors and Indemnitors under the WorldSpace Notes and exercise any other rights and remedies set forth in the WorldSpace Notesthis Agreement, the other New Transaction Documents, applicable law Bonds or otherwise, in each case, without any notice, passage the GAI. All rights of time or forbearance of any kind. The Investor reserve the right to request any additional information (financial or otherwise) with respect Surety pursuant to the Specified Defaults or any other Event GAI and this Agreement shall inure to the benefit of Default or otherwiseSurety, its co-sureties, if any, and its and their reinsurers.

No Waiver; Reservation of Rights. The Investor (a) Lender has not waived, is not by this Agreement waiving, Amendment No. 3 waiving and has no present intention of waiving, the Specified Defaults Existing Default, the Existing Note Default or any other Events Event of Default which may be continuing on the date hereof or any Events Event of Default which may occur after the date hereof (whether the same or similar to the Specified Defaults Existing Default, the Existing Note Default or otherwise), and nothing contained herein shall be deemed and, except as set forth in Amendment No. 1, Lender has not agreed to forbear with respect to any of their rights or constitute any such waiver. Subject to Section 2 aboveremedies concerning the Existing Default, the Investor Existing Note Default or any other Event of Default, which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Any Event of Default continuing after the date hereof (including the Existing Default) or any Event of Default which may occur after the date hereof, in each case, may only be waived in writing duly executed by an authorized officer of Lender. (b) Lender reserves the right, in its discretion, to exercise any or all of its rights or and remedies arising under the WorldSpace Notes, the other New Transaction Loan Documents, applicable law and otherwise or otherwise, as a result of the Specified Defaults or any other Events Event of Default that which may be have occurred prior to the date hereof, or is continuing on the date hereof hereof, or any Events Event of Default that which may occur after the date hereof, and whether the Investor has not waived any of such rights same or remedies and nothing in this Agreement, and no delay on similar to the Investor’s part in exercising such rights Existing Default or remedies, should the Existing Note Default. Nothing contained herein shall be construed as a waiver of the failure of any such rights or remedies. Upon Obligor to comply with the termination terms of the Forbearance Period, the agreement of the Investor to forbear Loan Agreement and the other agreements of the Investor, in each case as set forth in Section 2 above, shall automatically and without further action terminate and be of no force and effect, it being understood and agreed that the effect of Loan Documents after such termination will be to permit the Investor and the Collateral Agent (acting upon the instructions of the Investor and on behalf of the Investor) to exercise any and all of its rights and remedies at any time and from time to time thereafter, including, without limitation, the right to accelerate all or any portion of the obligations under the WorldSpace Notes and exercise any other rights and remedies set forth in the WorldSpace Notes, the other New Transaction Documents, applicable law or otherwise, in each case, without any notice, passage of time or forbearance of any kind. The Investor reserve the right to request any additional information (financial or otherwise) with respect to the Specified Defaults or any other Event of Default or otherwisetime.

No Waiver; Reservation of Rights. 4.01. The Investor has Purchaser have not waived, is and are not waiving, by the execution of this Agreement waivingor the acceptance of any payments hereunder or under the Note Purchase Agreement any Default or Event of Default whether now existing or hereafter arising under the Note Purchase Agreement or any of the other Note Documents, or its respective rights, remedies, powers, privileges and defenses arising as a result thereof or otherwise, and has no present intention failure on the part of waivingthe Purchasers to exercise and no delay in exercising, including without limitation the Specified Defaults right to take any enforcement actions, and no course of dealing with respect to, any right, remedy, power, privilege or defense hereunder, under the Note Purchase Agreement or any other Events Note Document, at law or in equity or otherwise, arising as the result of any Default or Event of Default which may be continuing on whether now existing or hereafter arising under the date hereof Note Purchase Agreement or any Events of Default which may occur after the date hereof (whether the same or similar to the Specified Defaults or otherwise), and nothing contained herein shall be deemed or constitute any such waiver. Subject to Section 2 above, the Investor reserves the right, in its discretion, to exercise any or all rights or remedies under the WorldSpace Notes, the other New Transaction Documents, applicable law and otherwise as a result of Note Documents or the Specified Defaults occurrence thereof or any other Events action by Note Parties and no acceptance of partial performance or partial payment by the Purchasers shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, privilege or defense hereunder, under the Note Purchase Agreement or under any other Note Document, at law, in equity or otherwise, preclude any other or further exercise thereof or the exercise of any other right, remedy, power, privilege or defense nor shall any failure to specify any Default or Event of Default in this Agreement constitute any waiver of such Default or Event of Default. 4.02. The Parties agree that may this Agreement is not intended as and shall not be continuing on construed or deemed an admission adverse to any Party hereto of (i) liability to any person and/or entity, (ii) the date hereof commission of any act or wrong which was or could have been alleged in any Events action, or (iii) the violation of Default that may occur after the date hereofany law or regulation. No Party has waived, and the Investor or has not waived intended to waive, any of such its rights or remedies and nothing with respect to any actions, except as expressly provided in this Agreement, and no delay on the Investor’s part in exercising such rights or remedies, should be construed as a waiver of any such rights or remedies. Upon the termination of the Forbearance Period, the agreement of the Investor to forbear and the other agreements of the Investor, in each case as set forth in Section 2 above, shall automatically and without further action terminate and be of no force and effect, it being understood and agreed that the effect of such termination will be to permit the Investor and the Collateral Agent (acting upon the instructions of the Investor and on behalf of the Investor) to exercise any and all of its rights and remedies at any time and from time to time thereafter, including, without limitation, the right to accelerate all or any portion of the obligations under the WorldSpace Notes and exercise any other rights and remedies set forth in the WorldSpace Notes, the other New Transaction Documents, applicable law or otherwise, in each case, without any notice, passage of time or forbearance of any kind. The Investor reserve the right to request any additional information (financial or otherwise) with respect to the Specified Defaults or any other Event of Default or otherwise.