Common use of Other Representations, Warranties and Covenants Clause in Contracts

Other Representations, Warranties and Covenants. 1. The Credit Parties and the Lenders hereby agree that the decision by the Administrative Agent and the Requisite Lenders to grant the forbearance as outlined herein is not and shall not be deemed to constitute an undertaking by the Administrative Agent and the Lenders to forbear or refrain from exercising any and all rights and remedies available to them under the Credit Agreement and the other Credit Documents and under applicable law upon the occurrence of any Forbearance Default. Additionally, notwithstanding the agreement of the Administrative Agent and the Requisite Lenders to enter into this Forbearance Agreement, the Administrative Agent and the Requisite Lenders hereby advise the Credit Parties that, except to the extent of the Administrative Agent and the Requisite Lenders’ forbearance expressly referenced herein through the Forbearance Period specified in this Forbearance Agreement, the Administrative Agent and Lenders require strict compliance with all of the terms and conditions of the Credit Agreement and the other Credit Documents; provided, however, that the Administrative Agent or the Lenders shall not be required to issue any notices otherwise required by the Credit Agreement with respect to the Specified Events of Default during the term of this Forbearance Agreement. 2. Each Credit Party further acknowledges and agrees that: (i) the Specified Events of Default have occurred or will occur and continue, and shall not be deemed to have been waived, cured or eliminated, in whole or in part, by this Forbearance Agreement, and the Administrative Agent and Lenders expressly reserve rights with respect to the Specified Events of Default, subject only to the terms in the Credit Agreement, the other Credit Documents and this Forbearance Agreement; (ii) the parties have not entered into a mutual disregard of the terms and provisions of the Credit Agreement and the other Credit Documents, or engaged in any course of dealing in variance with the terms and provisions of the Credit Agreement and the Credit Documents, within the meaning of any applicable law of the State of New York, or otherwise; and (iii) as of April 29, 2003, principal in the amount set forth on Schedule A attached hereto, plus accrued interest was due and owing, by the Borrower under the Credit Agreement and guaranteed by the Guarantors under the Guaranty Agreements. 3. Each Credit Party expressly acknowledges and agrees that the Credit Agreement and other Credit Documents are valid and enforceable by the Administrative Agent and the Lenders and expressly reaffirms its obligations under the Credit Agreement and other Credit Documents (including the Guaranty Agreements). Each Credit Party agrees that it shall not dispute the validity or enforceability of the Credit Agreement and other Credit Documents (including the Guaranty Agreements) or any of its obligations thereunder, or the validity, priority, enforceability or extent of the Administrative Agent on behalf of the Lenders’ security interest in or lien against any item of Collateral under the Credit Agreement and other Credit Documents. 4. The Borrower acknowledges and agrees, upon the request of the Administrative Agent, (i) to promptly cure, or cause to be cured, defects in the execution and delivery of the Credit Agreement and the other Credit Documents (including this Forbearance Agreement), resulting from any act or failure to act by the Borrower, or any employee or officer thereof, and (ii) at its expense, promptly to execute and deliver to the Administrative Agent, or cause to be executed and delivered to the Administrative Agent, any such document to correct any inadvertent omissions, as agreed to between the Credit Parties and the Administrative Agent, in the Credit Agreement and other Credit Documents. 5. As further consideration to induce the Administrative Agent and the Requisite Lenders to execute, deliver and perform this Forbearance Agreement, each Credit Party represents and warrants that there are no claims, causes of action, suits, debts, obligations, liabilities, defenses, counterclaims, demands of any kind, character or nature whatsoever, fixed or contingent, which such Credit Party may have, or claim to have, against the Lenders or the Administrative Agent in connection with the Credit Agreement and Credit Documents, and such Credit Party hereby releases, acquits and forever discharges the Administrative Agent and each Lender and its respective agents, employees, officers, directors, servants, representatives, attorneys, affiliates, successors and assigns (collectively, the “Released Parties”) from any and all liabilities, claims, suits, debts, causes of action and the like of any kind, character or nature whatsoever, known or unknown, fixed or contingent, in connection with the Credit Agreement and Credit Documents, that the Credit Party may have, or claim to have, against each of the such Released Parties from the beginning of time until and through the dates of execution and delivery of this Forbearance Agreement. The foregoing release shall not waive, release or otherwise affect (i) any claims or causes of actions the Borrower and Guarantors may have with respect to any Defaulting Lender, or (ii) the obligations of the Administrative Agent and Lenders to perform their obligations under the Credit Documents and applicable law, subject to the terms of the Credit Documents and applicable law.

Other Representations, Warranties and Covenants. As of November 14, 2008 1. The Credit Parties and the Lenders hereby agree confirm that the decision by the Administrative Agent and the Requisite Lenders to grant the forbearance as outlined herein in the Forbearance Agreement as amended by this Amendment is not and shall not be deemed to constitute an undertaking by the Administrative Agent and the Lenders to forbear or refrain from exercising any and all rights and remedies available to them under the Credit Agreement and the other Credit Loan Documents and under applicable law upon the occurrence of any Forbearance Default. Additionally, notwithstanding the agreement of the Administrative Agent and the Requisite Lenders to enter into this Forbearance AgreementAmendment, the Administrative Agent and the Requisite Lenders hereby advise the Credit Parties that, except to the extent of the Administrative Agent and the Requisite Lenders’ forbearance expressly referenced herein through the Forbearance Period specified in this the Forbearance Agreement, the Administrative Agent and Lenders require strict compliance with all of the terms and conditions of the Credit Agreement and the other Credit Loan Documents; provided, however, that the Administrative Agent or the Lenders shall not be required to issue any notices otherwise required by the Credit Agreement with respect to the Specified Events of Default during the term of this the Forbearance Agreement. 2. Each Credit Party further acknowledges and agrees that: (ia) the Specified Events of Default have occurred or will occur and continue, and shall not be deemed to have been waived, cured or eliminated, in whole or in part, by this Amendment or the Forbearance Agreement, and the Administrative Agent and the Lenders expressly reserve rights with respect to the Specified Events of Default, subject only to the terms in the Credit Agreement, the other Credit Loan Documents and this the Forbearance Agreement; (iib) the parties have not entered into a mutual disregard of the terms and provisions of the Credit Agreement and the other Credit Loan Documents, or engaged in any course of dealing in variance with the terms and provisions of the Credit Agreement and the Credit Loan Documents, within the meaning of any applicable law of the State of New York, or otherwise; and (iiic) as of April 29, 2003the date hereof, principal in the amount set forth on Schedule A attached hereto, plus accrued interest was due and owing, by the Borrower under the Credit Agreement and guaranteed by the Guarantors under the Guaranty AgreementsGuaranties. 3. Each Credit Party expressly acknowledges and agrees that the Credit Agreement and other Credit Loan Documents are valid and enforceable by the Administrative Agent and the Lenders and expressly reaffirms its obligations under the Credit Agreement and other Credit Loan Documents (including the Guaranty AgreementsGuaranties). Each Credit Party agrees that it shall not dispute the validity or enforceability of the Credit Agreement and other Credit Loan Documents (including the Guaranty AgreementsGuaranties) or any of its obligations thereunder, or the validity, priority, enforceability or extent of the Administrative Agent on behalf of the Lenders’ security interest in or lien against any item of Collateral under the Credit Agreement and other Credit Loan Documents. 4. The Borrower acknowledges and agrees, upon the request of the Administrative Agent, (i) to promptly cure, or cause to be cured, defects in the execution and delivery of the Credit Agreement and the other Credit Documents (including this Forbearance Agreement), resulting from any act or failure to act by the Borrower, or any employee or officer thereof, and (ii) at its expense, promptly to execute and deliver to the Administrative Agent, or cause to be executed and delivered to the Administrative Agent, any such document to correct any inadvertent omissions, as agreed to between the Credit Parties and the Administrative Agent, in the Credit Agreement and other Credit Documents. 5. As further consideration to induce the Administrative Agent and the Requisite Lenders to execute, deliver and perform this Forbearance AgreementAmendment, each Credit Party represents and warrants that there are no claims, causes of action, suits, debts, obligations, liabilities, defenses, counterclaims, demands of any kind, character or nature whatsoever, fixed or contingent, which such Credit Party may have, or claim to have, against the Lenders or the Administrative Agent in connection with the Credit Agreement and Credit Loan Documents, and such Credit Party hereby releases, acquits and forever discharges the Administrative Agent and each Lender and its respective agents, employees, officers, directors, servants, representatives, attorneys, affiliates, successors and assigns (collectively, the “Released Parties”) from any and all liabilities, claims, suits, debts, causes of action and the like of any kind, character or nature whatsoever, known or unknown, fixed or contingent, in connection with the Credit Agreement As of November 14, 2008 and Credit Loan Documents, that the Credit Party may have, or claim to have, against each of the such Released Parties from the beginning of time until and through the dates of execution and delivery of this Forbearance AgreementAmendment. 5. The foregoing release shall Each Credit Party covenants and agrees that it will continue to pay all Charges in accordance with Section 5.2 of the Credit Agreement from and after the Amendment Effective Date, and that such Credit Party will not waive, release or otherwise affect (i) any claims or causes permit the aggregate amount of actions liabilities of the Borrower and Guarantors may have with respect to any Defaulting Lender, or (ii) the obligations other Credit Parties for unpaid payroll taxes arising out of the Administrative Agent and Lenders to perform their obligations under the Credit Documents and applicable law, subject payroll paid prior to the terms date set forth as the “last payroll payment date” in any Borrower certification to Agent or any Lender as to the amount of the Credit Documents and applicable lawoutstanding payroll taxes to exceed $2,378,691.21.

Other Representations, Warranties and Covenants. 1. The Credit Parties and the Lenders hereby agree that the decision by the Administrative Agent and the Requisite Lenders to grant the forbearance as outlined herein is not and shall not be deemed to constitute an undertaking by the Administrative Agent and the Lenders to forbear or refrain from exercising any and all rights and remedies available to them under the Credit Agreement and the other Credit Loan Documents and under applicable law upon the occurrence of any Forbearance Default. Additionally, notwithstanding the agreement of the Administrative Agent and the Requisite Lenders to enter into this Forbearance Agreement, the Administrative Agent and the Requisite Lenders hereby advise the Credit Parties that, except to the extent of the Administrative Agent and the Requisite Lenders’ forbearance expressly referenced herein through the Forbearance Period specified in this Forbearance Agreement, the Administrative Agent and Lenders require strict compliance with all of the terms and conditions of the Credit Agreement and the other Credit Loan Documents; provided, however, that the Administrative Agent or the Lenders shall not be required to issue any notices otherwise required by the Credit Agreement with respect to the Specified Events of Default during the term of this Forbearance Agreement. 2. Each Credit Party further acknowledges and agrees that: (ia) the Specified Events of Default have occurred or will occur and continue, and shall not be deemed to have been waived, cured or eliminated, in whole or in part, by this Forbearance Agreement, and the Administrative Agent and the Lenders expressly reserve rights with respect to the Specified Events of Default, subject only to the terms in the Credit Agreement, the other Credit Loan Documents and this Forbearance Agreement; (iib) the parties have not entered into a mutual disregard of the terms and provisions of the Credit Agreement and the other Credit Loan Documents, or engaged in any course of dealing in variance with the terms and provisions of the Credit Agreement and the Credit Loan Documents, within the meaning of any applicable law of the State of New York, or otherwise; and (iiic) as of April 29, 2003the date hereof, principal in the amount set forth on Schedule A attached hereto, plus accrued interest was due and owing, by the Borrower under the Credit Agreement and guaranteed by the Guarantors under the Guaranty AgreementsGuaranties. 3. Each Credit Party expressly acknowledges and agrees that the Credit Agreement and other Credit Loan Documents are valid and enforceable by the Administrative Agent and the Lenders and expressly As of September 29, 2008 Page 7 of 13 reaffirms its obligations under the Credit Agreement and other Credit Loan Documents (including the Guaranty AgreementsGuaranties). Each Credit Party agrees that it shall not dispute the validity or enforceability of the Credit Agreement and other Credit Loan Documents (including the Guaranty AgreementsGuaranties) or any of its obligations thereunder, or the validity, priority, enforceability or extent of the Administrative Agent on behalf of the Lenders’ security interest in or lien against any item of Collateral under the Credit Agreement and other Credit Loan Documents. 4. The Borrower acknowledges and agrees, upon the request of the Administrative Agent, (i) to promptly cure, or cause to be cured, defects in the execution and delivery of the Credit Agreement and the other Credit Documents (including this Forbearance Agreement), resulting from any act or failure to act by the Borrower, or any employee or officer thereof, and (ii) at its expense, promptly to execute and deliver to the Administrative Agent, or cause to be executed and delivered to the Administrative Agent, any such document to correct any inadvertent omissions, as agreed to between the Credit Parties and the Administrative Agent, in the Credit Agreement and other Credit Documents. 5. As further consideration to induce the Administrative Agent and the Requisite Lenders to execute, deliver and perform this Forbearance Agreement, each Credit Party represents and warrants that there are no claims, causes of action, suits, debts, obligations, liabilities, defenses, counterclaims, demands of any kind, character or nature whatsoever, fixed or contingent, which such Credit Party may have, or claim to have, against the Lenders or the Administrative Agent in connection with the Credit Agreement and Credit Loan Documents, and such Credit Party hereby releases, acquits and forever discharges the Administrative Agent and each Lender and its respective agents, employees, officers, directors, servants, representatives, attorneys, affiliates, successors and assigns (collectively, the “Released Parties”) from any and all liabilities, claims, suits, debts, causes of action and the like of any kind, character or nature whatsoever, known or unknown, fixed or contingent, in connection with the Credit Agreement and Credit Loan Documents, that the Credit Party may have, or claim to have, against each of the such Released Parties from the beginning of time until and through the dates of execution and delivery of this Forbearance Agreement. 5. The foregoing release shall Each Credit Party covenants and agrees that it will continue to pay all Charges in accordance with Section 5.2 of the Credit Agreement from and after the Commencement Date, and that such Credit Party will not waive, release or otherwise affect (i) any claims or causes permit the aggregate amount of actions liabilities of the Borrower and Guarantors may have with respect to any Defaulting Lender, or (ii) the obligations other Credit Parties for unpaid payroll taxes arising out of the Administrative Agent and Lenders to perform their obligations under the Credit Documents and applicable law, subject payroll paid prior to the terms date set forth as the “last payroll payment date” in any Borrower certification to the Agent or any Lender as to the amount of the Credit Documents and applicable lawoutstanding payroll taxes to exceed $4,018,234.

Other Representations, Warranties and Covenants. 1. The Credit Parties and the Lenders hereby agree confirm that the decision by the Administrative Agent and the Requisite Lenders to grant the forbearance as outlined herein in the Forbearance Agreement as amended by this Amendment (the “Amended Forbearance Agreement”) is not and shall not be deemed to constitute an undertaking by the Administrative Agent and the Lenders to forbear or refrain from exercising any and all rights and remedies available to them under the Credit Agreement and the other Credit Loan Documents and under applicable law upon the occurrence of any Forbearance Default. Additionally, notwithstanding the agreement of the Administrative Agent and the Requisite Lenders to enter into this the Amended Forbearance Agreement, the Administrative Agent and the Requisite Lenders hereby advise the Credit Parties that, except to the extent of the Administrative Agent and the Requisite Lenders’ forbearance expressly referenced herein through the Forbearance Period specified in this the Amended Forbearance Agreement, the Administrative Agent and Lenders require strict compliance with all of the terms and conditions of the Credit Agreement and the other Credit Loan Documents; provided, however, that the Administrative Agent or the Lenders shall not be required to issue any notices otherwise required by the Credit Agreement with respect to the Specified Events of Default during the term of this the Amended Forbearance Agreement. 2. Each Credit Party further acknowledges and agrees that: (ia) the Specified Events of Default have occurred or will occur and continue, and shall not be deemed to have been waived, cured or eliminated, in whole or in part, by this the Amended Forbearance Agreement, and the Administrative Agent and the Lenders expressly reserve rights with respect to the Specified Events of Default, subject only to the terms in the Credit Agreement, the other Credit Loan Documents and this the Amended Forbearance Agreement; (iib) the parties have not entered into a mutual disregard of the terms and provisions of the Credit Agreement and the other Credit Loan Documents, or engaged in any course of dealing in variance with the terms and provisions of the Credit Agreement and the Credit Loan Documents, within the meaning of any applicable law of the State of New York, or otherwise; and (iiic) as of April 29, 2003the date hereof, principal in the amount set forth on Schedule A attached hereto, plus accrued interest was due and owing, by the Borrower under the Credit Agreement and guaranteed by the Guarantors under the Guaranty AgreementsGuaranties. 3. Each Credit Party expressly acknowledges and agrees that the Credit Agreement and other Credit Loan Documents are valid and enforceable by the Administrative Agent and the Lenders and expressly reaffirms its obligations under the Credit Agreement and other Credit Loan Documents (including the Guaranty AgreementsGuaranties). Each Credit Party agrees that it shall not dispute the validity or enforceability of the Credit Agreement and other Credit Loan Documents (including the Guaranty AgreementsGuaranties) or any of its obligations thereunder, or the validity, priority, enforceability or extent of the Administrative Agent on behalf of the Lenders’ security interest in or lien against any item of Collateral under the Credit Agreement and other Credit Loan Documents. 4. The Borrower acknowledges and agrees, upon the request of the Administrative Agent, (i) to promptly cure, or cause to be cured, defects in the execution and delivery of the Credit Agreement and the other Credit Documents (including this Forbearance Agreement), resulting from any act or failure to act by the Borrower, or any employee or officer thereof, and (ii) at its expense, promptly to execute and deliver to the Administrative Agent, or cause to be executed and delivered to the Administrative Agent, any such document to correct any inadvertent omissions, as agreed to between the Credit Parties and the Administrative Agent, in the Credit Agreement and other Credit Documents. 5. As further consideration to induce the Administrative Agent and the Requisite Lenders to execute, deliver and perform this the Amended Forbearance Agreement, each Credit Party represents and warrants that there are no claims, causes of action, suits, debts, obligations, liabilities, defenses, SECOND AMENDMENT TO FORBEARANCE AGREEMENT As of November 7, 2008 Page 4 of 10 counterclaims, demands of any kind, character or nature whatsoever, fixed or contingent, which such Credit Party may have, or claim to have, against the Lenders or the Administrative Agent in connection with the Credit Agreement and Credit Loan Documents, and such Credit Party hereby releases, acquits and forever discharges the Administrative Agent and each Lender and its respective agents, employees, officers, directors, servants, representatives, attorneys, affiliates, successors and assigns (collectively, the “Released Parties”) from any and all liabilities, claims, suits, debts, causes of action and the like of any kind, character or nature whatsoever, known or unknown, fixed or contingent, in connection with the Credit Agreement and Credit Loan Documents, that the Credit Party may have, or claim to have, against each of the such Released Parties from the beginning of time until and through the dates of execution and delivery of this Forbearance AgreementAmendment. 5. The foregoing release shall Each Credit Party covenants and agrees that it will continue to pay all Charges in accordance with Section 5.2 of the Credit Agreement from and after the Commencement Date, and that such Credit Party will not waive, release or otherwise affect (i) any claims or causes permit the aggregate amount of actions liabilities of the Borrower and Guarantors may have with respect to any Defaulting Lender, or (ii) the obligations other Credit Parties for unpaid payroll taxes arising out of the Administrative Agent and Lenders to perform their obligations under the Credit Documents and applicable law, subject payroll paid prior to the terms date set forth as the “last payroll payment date” in any Borrower certification to the Agent or any Lender as to the amount of the Credit Documents and applicable lawoutstanding payroll taxes to exceed $2,666,117.16.

Other Representations, Warranties and Covenants. 1. The Credit Parties and the Lenders hereby agree confirm that the decision by the Administrative Agent and the Requisite Lenders to grant the forbearance as outlined herein in the Forbearance Agreement as amended by this Amendment (the “Amended Forbearance Agreement”) is not and shall not be deemed to constitute an undertaking by the Administrative Agent and the Lenders to forbear or refrain from exercising any and all rights and remedies available to them under the Credit Agreement and the other Credit Loan Documents and under applicable law upon the occurrence of any Forbearance Default. Additionally, notwithstanding the agreement of the Administrative Agent and the Requisite Lenders to enter into this the Amended Forbearance Agreement, the Administrative Agent and the Requisite Lenders hereby advise the Credit Parties that, except to the extent of the Administrative Agent and the Requisite Lenders’ forbearance expressly referenced herein through the Forbearance Period specified in this the Amended Forbearance Agreement, the Administrative Agent and Lenders require strict compliance with all of the terms and conditions of the Credit Agreement and the other Credit Loan Documents; provided, however, that the Administrative Agent or the Lenders shall not be required to issue any notices otherwise required by the Credit Agreement with respect to the Specified Events of Default during the term of this the Amended Forbearance Agreement. 2. Each Credit Party further acknowledges and agrees that: (ia) the Specified Events of Default have occurred or will occur and continue, and shall not be deemed to have been waived, cured or eliminated, in whole or in part, by this the Amended Forbearance Agreement, and the Administrative Agent and the Lenders expressly reserve rights with respect to the Specified Events of Default, subject only to the terms in the Credit Agreement, the other Credit Loan Documents and this the Amended Forbearance Agreement; (iib) the parties have not entered into a mutual disregard of the terms and provisions of the Credit Agreement and the other Credit Loan Documents, or engaged in any course of dealing in variance with the terms and provisions of the Credit Agreement and the Credit Loan Documents, within the meaning of any applicable law of the State of New York, or otherwise; and (iiic) as of April 29, 2003the date hereof, principal in the amount set forth on Schedule A attached hereto, plus accrued interest was due and owing, by the Borrower under the Credit Agreement and guaranteed by the Guarantors under the Guaranty Agreements.Guaranties. FIRST AMENDMENT TO FORBEARANCE AGREEMENT As of October 17, 2008 Page 4 of 10 3. Each Credit Party expressly acknowledges and agrees that the Credit Agreement and other Credit Loan Documents are valid and enforceable by the Administrative Agent and the Lenders and expressly reaffirms its obligations under the Credit Agreement and other Credit Loan Documents (including the Guaranty AgreementsGuaranties). Each Credit Party agrees that it shall not dispute the validity or enforceability of the Credit Agreement and other Credit Loan Documents (including the Guaranty AgreementsGuaranties) or any of its obligations thereunder, or the validity, priority, enforceability or extent of the Administrative Agent on behalf of the Lenders’ security interest in or lien against any item of Collateral under the Credit Agreement and other Credit Loan Documents. 4. The Borrower acknowledges and agrees, upon the request of the Administrative Agent, (i) to promptly cure, or cause to be cured, defects in the execution and delivery of the Credit Agreement and the other Credit Documents (including this Forbearance Agreement), resulting from any act or failure to act by the Borrower, or any employee or officer thereof, and (ii) at its expense, promptly to execute and deliver to the Administrative Agent, or cause to be executed and delivered to the Administrative Agent, any such document to correct any inadvertent omissions, as agreed to between the Credit Parties and the Administrative Agent, in the Credit Agreement and other Credit Documents. 5. As further consideration to induce the Administrative Agent and the Requisite Lenders to execute, deliver and perform this the Amended Forbearance Agreement, each Credit Party represents and warrants that there are no claims, causes of action, suits, debts, obligations, liabilities, defenses, counterclaims, demands of any kind, character or nature whatsoever, fixed or contingent, which such Credit Party may have, or claim to have, against the Lenders or the Administrative Agent in connection with the Credit Agreement and Credit Loan Documents, and such Credit Party hereby releases, acquits and forever discharges the Administrative Agent and each Lender and its respective agents, employees, officers, directors, servants, representatives, attorneys, affiliates, successors and assigns (collectively, the “Released Parties”) from any and all liabilities, claims, suits, debts, causes of action and the like of any kind, character or nature whatsoever, known or unknown, fixed or contingent, in connection with the Credit Agreement and Credit Loan Documents, that the Credit Party may have, or claim to have, against each of the such Released Parties from the beginning of time until and through the dates of execution and delivery of this Forbearance AgreementAmendment. 5. The foregoing release shall Each Credit Party covenants and agrees that it will continue to pay all Charges in accordance with Section 5.2 of the Credit Agreement from and after the Commencement Date, and that such Credit Party will not waive, release or otherwise affect (i) any claims or causes permit the aggregate amount of actions liabilities of the Borrower and Guarantors may have with respect to any Defaulting Lender, or (ii) the obligations other Credit Parties for unpaid payroll taxes arising out of the Administrative Agent and Lenders to perform their obligations under the Credit Documents and applicable law, subject payroll paid prior to the terms date set forth as the “last payroll payment date” in any Borrower certification to the Agent or any Lender as to the amount of the Credit Documents and applicable lawoutstanding payroll taxes to exceed $2,967,493.96.

Other Representations, Warranties and Covenants. 1. The Credit Parties and the Lenders hereby agree that the decision by the Administrative Agent and the Requisite Lenders to grant the forbearance as outlined herein is not and shall not be deemed to constitute an undertaking by the Administrative Agent and the Lenders to forbear or refrain from exercising any and all rights and remedies available to them under the Credit Agreement and the other Credit Loan Documents and under applicable law upon the occurrence of any Forbearance Default. Additionally, notwithstanding the agreement of the Administrative Agent and the Requisite Lenders to enter into this Forbearance Agreement, the Administrative Agent and the Requisite Lenders hereby advise the Credit Parties that, except to the extent of the Administrative Agent and the Requisite Lenders’ forbearance expressly referenced herein through the Forbearance Period specified in this Forbearance Agreement, the Administrative Agent and Lenders require strict compliance with all of the terms and conditions of the Credit Agreement and the other Credit Loan Documents; provided, however, that the Administrative Agent or the Lenders shall not be required to issue any notices otherwise required by the Credit Agreement with respect to the Specified Events of Default during the term of this Forbearance Agreement. 2. Each Credit Party further acknowledges and agrees that: (i) the Specified Events of Default have occurred or will occur and continue, and shall not be deemed to have been waived, cured or eliminated, in whole or in part, by this Forbearance Agreement, and the Administrative Agent and the Lenders expressly reserve rights with respect to the Specified Events of Default, subject only to the terms in the Credit Agreement, the other Credit Loan Documents and this Forbearance Agreement; (ii) the parties have not entered into a mutual disregard of the terms and provisions of the Credit Agreement and the other Credit Loan Documents, or engaged in any course of dealing in variance with the terms and provisions of the Credit Agreement and the Credit Loan Documents, within the meaning of any applicable law of the State of New York, or otherwise; and (iii) as of April 29, 2003the Commitment Termination Date, principal in the amount set forth on Schedule A attached hereto, plus accrued interest was due and owing, by the Borrower under the Credit Agreement and guaranteed by the Guarantors under the Guaranty AgreementsGuaranties. 3. Each Credit Party expressly acknowledges and agrees that the Credit Agreement and other Credit Loan Documents are valid and enforceable by the Administrative Agent and the Lenders and expressly reaffirms its obligations under the Credit Agreement and other Credit Loan Documents (including the Guaranty AgreementsGuaranties). Each Credit Party agrees that it shall not dispute the validity or enforceability of the Credit Agreement and other Credit Loan Documents (including the Guaranty AgreementsGuaranties) or any of its obligations thereunder, or the validity, priority, enforceability or extent of the Administrative Agent on behalf of the Lenders’ security interest in or lien against any item of Collateral under the Credit Agreement and other Credit Loan Documents.. As of June 30, 2007 4. The Borrower acknowledges and agrees, upon the request of the Administrative Agent, (i) to promptly cure, or cause to be cured, defects in the execution and delivery of the Credit Agreement and the other Credit Documents (including this Forbearance Agreement), resulting from any act or failure to act by the Borrower, or any employee or officer thereof, and (ii) at its expense, promptly to execute and deliver to the Administrative Agent, or cause to be executed and delivered to the Administrative Agent, any such document to correct any inadvertent omissions, as agreed to between the Credit Parties and the Administrative Agent, in the Credit Agreement and other Credit Documents. 5. As further consideration to induce the Administrative Agent and the Requisite Lenders to execute, deliver and perform this Forbearance Agreement, each Credit Party represents and warrants that there are no claims, causes of action, suits, debts, obligations, liabilities, defenses, counterclaims, demands of any kind, character or nature whatsoever, fixed or contingent, which such Credit Party may have, or claim to have, against the Lenders or the Administrative Agent in connection with the Credit Agreement and Credit Loan Documents, and such Credit Party hereby releases, acquits and forever discharges the Administrative Agent and each Lender and its respective agents, employees, officers, directors, servants, representatives, attorneys, affiliates, successors and assigns (collectively, the “Released Parties”) from any and all liabilities, claims, suits, debts, causes of action and the like of any kind, character or nature whatsoever, known or unknown, fixed or contingent, in connection with the Credit Agreement and Credit Loan Documents, that the Credit Party may have, or claim to have, against each of the such Released Parties from the beginning of time until and through the dates of execution and delivery of this Forbearance Agreement. The foregoing release shall not waive, release or otherwise affect (i) any claims or causes of actions the Borrower and Guarantors may have with respect to any Defaulting Lender, or (ii) the obligations of the Administrative Agent and Lenders to perform their obligations under the Credit Documents and applicable law, subject to the terms of the Credit Documents and applicable law.

Other Representations, Warranties and Covenants. 1. The Credit Parties and the Lenders hereby agree confirm that the decision by the Administrative Agent and the Requisite Lenders to grant the forbearance as outlined herein in the Forbearance Agreement as amended by this Amendment is not and shall not be deemed to constitute an undertaking by the Administrative Agent and the Lenders to forbear or refrain from exercising any and all rights and remedies available to them under the Credit Agreement and the other Credit Loan Documents and under applicable law upon the occurrence of any Forbearance Default. Additionally, notwithstanding the agreement of the Administrative Agent and the Requisite Lenders to enter into this Forbearance AgreementAmendment, the Administrative Agent and the Requisite Lenders hereby advise the Credit Parties that, except to the extent of the Administrative Agent and the Requisite Lenders’ forbearance expressly referenced herein through the Forbearance Period specified in this the Forbearance Agreement, the Administrative Agent and Lenders require strict compliance with all of the terms and conditions of the Credit Agreement and the other Credit Loan Documents; provided, however, that the Administrative Agent or the Lenders shall not be required to issue any notices otherwise required by the Credit Agreement with respect to the Specified Events of Default during the term of this the Forbearance Agreement. 2. Each Credit Party further acknowledges and agrees that: (ia) the Specified Events of Default have occurred or will occur and continue, and shall not be deemed to have been waived, cured or eliminated, in whole or in part, by this Amendment or the Forbearance Agreement, and the Administrative Agent and the Lenders expressly reserve rights with respect to the Specified Events of Default, subject only to the terms in the Credit Agreement, the other Credit Loan Documents and this the Forbearance Agreement; (iib) the parties have not entered into a mutual disregard of the terms and provisions of the Credit Agreement and the other Credit Loan Documents, or engaged in any course of dealing in variance with the terms and provisions of the Credit Agreement and the Credit Loan Documents, within the meaning of any applicable law of the State of New York, or otherwise; and (iiic) as of April 29, 2003the date hereof, principal in the amount set forth on Schedule A attached hereto, plus accrued interest was due and owing, by the Borrower under the Credit Agreement and guaranteed by the Guarantors under the Guaranty AgreementsGuaranties. 3. Each Credit Party expressly acknowledges and agrees that the Credit Agreement and other Credit Loan Documents are valid and enforceable by the Administrative Agent and the Lenders and expressly reaffirms its obligations under the Credit Agreement and other Credit Loan Documents (including the Guaranty AgreementsGuaranties). Each Credit Party agrees that it shall not dispute the validity or enforceability of the Credit Agreement and other Credit Loan Documents (including the Guaranty AgreementsGuaranties) or any of its obligations thereunder, or the validity, priority, enforceability or extent of the Administrative Agent on behalf of the Lenders’ security interest in or lien against any item of Collateral under the Credit Agreement and other Credit Loan Documents. 4. The Borrower acknowledges and agrees, upon the request of the Administrative Agent, (i) to promptly cure, or cause to be cured, defects in the execution and delivery of the Credit Agreement and the other Credit Documents (including this Forbearance Agreement), resulting from any act or failure to act by the Borrower, or any employee or officer thereof, and (ii) at its expense, promptly to execute and deliver to the Administrative Agent, or cause to be executed and delivered to the Administrative Agent, any such document to correct any inadvertent omissions, as agreed to between the Credit Parties and the Administrative Agent, in the Credit Agreement and other Credit Documents. 5. As further consideration to induce the Administrative Agent and the Requisite Lenders to execute, deliver and perform this Forbearance AgreementAmendment, each Credit Party represents and warrants that there are no claims, causes of action, suits, debts, obligations, liabilities, defenses, counterclaims, demands of any kind, character or nature whatsoever, fixed or contingent, which such Credit Party may have, or claim to have, against the Lenders or the Administrative Agent in connection with the Credit Agreement and Credit As of December 23, 2008 Page 8 of 16 Loan Documents, and such Credit Party hereby releases, acquits and forever discharges the Administrative Agent and each Lender and its respective agents, employees, officers, directors, servants, representatives, attorneys, affiliates, successors and assigns (collectively, the “Released Parties”) from any and all liabilities, claims, suits, debts, causes of action and the like of any kind, character or nature whatsoever, known or unknown, fixed or contingent, in connection with the Credit Agreement and Credit Loan Documents, that the Credit Party may have, or claim to have, against each of the such Released Parties from the beginning of time until and through the dates of execution and delivery of this Forbearance AgreementAmendment. 5. The foregoing release shall Each Credit Party covenants and agrees that it will continue to pay all Charges in accordance with Section 5.2 of the Credit Agreement from and after the Amendment Effective Date, and that such Credit Party will not waivepermit the aggregate amount of liabilities of the Borrower and the other Credit Parties for unpaid payroll taxes arising out of payroll paid prior to the date set forth as the “last payroll payment date” in any Borrower certification to Agent or any Lender as to the amount of outstanding payroll taxes to exceed $1,616,670.51. Furthermore, release or otherwise affect the Borrower covenants and agrees that (i) any claims or causes of actions it shall use its best efforts to negotiate a settlement with the Borrower and Guarantors may have IRS with respect to any Defaulting Lender, or unpaid payroll taxes arising out of payroll paid prior to the Amendment Effective Date in form and substance reasonably satisfactory to Agent and (ii) it shall deliver to Agent, on a weekly basis delivered on each Friday, or at such more frequent intervals as Agent may request from time to time, an update of Borrower’s settlement negotiations with the obligations IRS with respect to such unpaid payroll taxes, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion. 6. The Borrower acknowledges and agrees that on or prior to the Amendment Effective Date an Overadvance has occurred on each date set forth on Schedule B attached hereto and that non-refundable fees have accrued and are outstanding in the aggregate amount of $375,000 in accordance with Section 1.9(e) (such fees, collectively, the “Overadvance Fee”). Notwithstanding the requirements of Section 1.9(e), Agent agrees that such Overadvance Fee shall be payable, and Borrower covenants and agrees that it will pay the Overadvance Fee, on the Commitment Termination Date. 7. The Borrower covenants and agrees that it shall deliver to Agent the financial and other information (other than Borrower’s 10-Q for the Fiscal Quarter ended September 30, 2007) required by Section 4.1 (a) and clause (r) of Annex E of the Administrative Credit Agreement on or prior to February 1, 2009. 8. Each Credit Party covenants and agrees that it shall deliver to Agent on or prior to January 15, 2009, or such later date as may be agreed to by Agent in its sole discretion, landlord waivers from the lessor of the leased properties located at 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 and Lenders 0000 Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxx 000, O’Xxxxxx, Xxxxxxxx 00000 in form and substance satisfactory to perform their obligations under Agent. 9. Each Credit Party covenants and agrees that it shall deliver to Agent, in form and substance reasonably satisfactory to Agent, the Credit Documents items (or undertake the efforts) set forth in clauses (a) through (g) below, on or before January 15, 2009: As of December 23, 2008 Page 9 of 16 (a) a duly completed Security Questionnaire in the form attached hereto as Exhibit A; (b) four (4) fully-executed copies of a Joinder Agreement to Amended and applicable lawRestated Subsidiaries Security Agreement, duly executed and delivered by Xxxxxx of New Jersey Realty Corp. (“Xxxxxx New Jersey”), together with all instruments, documents and agreements executed pursuant thereto (including, without limitation, a UCC-1 financing statement filed in favor of Agent as secured party, listing Xxxxxx of New Jersey Realty Corp., as debtor); (c) four (4) fully-executed copies of the Counterpart to the Intellectual Property Security Agreement listing all newly registered Trademarks owned by Holdings which are not currently subject to the terms Intellectual Property Security Agreement, duly executed and delivered by Holdings; (d) original stock certificates and stock powers for the shares of Borrower, Xxxxxx Services International, Xxxxxx Telecom, Xxxxxx Services, Inc., and Xxxxxx Utility Service, Inc; (e) (i) an amendment to the Operating Agreement of Xxxxxx Resources to provide that (A) the limited liability company interests of Xxxxxx Resources shall be evidences by a certificate of a limited liability company interest issued by Xxxxxx Resources, and (B) each limited liability company interest in Xxxxxx Resources shall constitute a “security” within the meaning of, and governed by Article 8 of the Uniform Commercial Code (including Section 8-102(o) thereof) as in effect from time to time in the State of Delaware and Article 8 of the Uniform Commercial Code of any other applicable jurisdiction, each in form and substance reasonably satisfactory to the Agent and (ii) a certificate of a limited liability interest issued by Xxxxxx Resources in the name of the Xxxxxx Services, LLC together with an instrument of transfer in the name of Agent, each, with respect to clauses (i) and (ii) above in form and substance reasonably acceptable to Agent; (f) four (4) fully-executed copies of the Counterpart to the Intellectual Property Security Agreement, duly executed and delivered by Xxxxxx New Jersey, together with all instruments, documents and agreements executed pursuant thereto, in form and substance reasonably satisfactory to Agent; and (g) a qualification certificate to do business as a foreign entity in New York and a good standing certificate under the laws of New York for Xxxxxx Publishing. 10. The Agent, Lenders and Credit Parties hereby agree that no later than January 15, 2009 the Agent, Lenders and Credit Parties shall have negotiated, in good faith, and revised the levels included within the Event of Default set forth in Section 8.1(n) of the Credit Agreement and the levels for the financial covenants set forth in clauses (a) through (c) of Annex G for the periods subsequent to September 30, 2008. 11. Each Credit Party hereby agrees that to the extent any amendment, forbearance or other modification to the Second Lien Loan Documents is entered into during the Forbearance Period, such amendment, forbearance or other modification to the Second Lien Loan Documents shall be in form and applicable lawsubstance reasonably satisfactory to Agent.