Terms of Forbearance. A. From and after the execution of this Forbearance Agreement, Borrower agrees that Bank shall have no further obligation to make any Advances to Borrower, or to issue any other Credit Extensions for Borrower’s account, or to provide any other extensions of credit of any kind (if an obligation exists in a particular instance) to Borrower. Notwithstanding the foregoing, during the Forbearance Period and at the request of Borrower, Bank may, in its sole and absolute discretion, continue to make Advances (hereinafter, such financial accommodations shall be referred to collectively as “Discretionary Financial Accommodations” and singly as a “Discretionary Financial Accommodation”), subject, in all events, to the terms and conditions of this Forbearance Agreement, the Loan Agreement, (including but not limited to, all limitations imposed by the Availability Amount) and the other Loan Documents, as affected hereby. Borrower covenants and agrees that if, in the sole and absolute discretion of Bank, Bank shall make any Discretionary Financial Accommodation during the Forbearance Period, such act shall not constitute (i) a waiver of the Stated Defaults, or of any other Default or Event of Default which may now exist or which may occur after the date of this Forbearance Agreement under any of the Loan Documents, or (ii) an agreement on the part of Bank to make any further extensions of credit of any kind to Borrower at a later date.
B. At all times during the Forbearance Period, Borrower shall comply with all terms and conditions of the Loan Agreement and the other Loan Documents including, without limitation, all representations, warranties, affirmative and negative covenants contained in the Loan Agreement and the other Loan Documents.
C. During the Forbearance Period, Borrower shall continue to remit all regularly scheduled payments (whether due on account of any Credit Extension or otherwise, including all principal, interest, fees, costs and other amounts) which may become due under the Loan Agreement, as and when such payments are due.
Terms of Forbearance. Summit hereby agrees that it will forbear and not exercise its rights and remedies under the Financing Documents and at law against Client and Guarantors until July 31, 2009, subject to the following terms and conditions:
Terms of Forbearance. A. From and after the execution of this Forbearance Agreement, Borrower agrees that Bank shall have no further obligation to make any Advances to Borrower, or to issue any other Credit Extensions for Borrower’s account, or to provide any other extensions of credit of any kind (if an obligation exists in a particular instance) to Borrower. Notwithstanding the foregoing, during the Forbearance Period and at the request of Borrower, Bank may, in its sole and absolute discretion, continue to make Advances (hereinafter, such financial accommodations shall be referred to collectively as “Discretionary Financial Accommodations” and singly as a “Discretionary Financial Accommodation”), subject, in all events, to the terms and conditions of this Forbearance Agreement, the Loan Agreement, (including but not limited to, all limitations imposed by the Availability Amount) and the other Loan Documents, as affected hereby. Borrower covenants and agrees that if, in the sole and absolute discretion of Bank, Bank shall make any Discretionary Financial Accommodation during the Forbearance Period, such act shall not constitute (i) a waiver of the Stated Defaults, or of any other Default or Event of Default which may now exist or which may occur after the date of this Forbearance Agreement under any of the Loan Documents, or (ii) an agreement on the part of Bank to make any further extensions of credit of any kind to Borrower at a later date.
B. At all times during the Forbearance Period, Borrower shall comply with all terms and conditions of the Loan Agreement and the other Loan Documents including, without limitation, all representations, warranties, affirmative and negative covenants contained in the Loan Agreement and the other Loan Documents.
Terms of Forbearance. Unless the Forbearance Period (as defined below) is sooner terminated as provided herein, Lender agrees to forbear from exercising its rights and remedies under the Loan Documents through the close of business on November 15, 2010 (the "Forbearance Period") on the following terms and conditions (Unless specifically modified herein, all terms, conditions and covenants contained in the Loan Documents shall be and remain in full force and effect.):
2.1. Upon the termination of the Forbearance Period for any reason, Lender shall have the full right and power immediately and unconditionally to exercise all rights and remedies granted to it under the Loan Documents without further notice to Borrower and subject to no other conditions precedent;
2.2. Borrower acknowledges that Lender’s obligations under this Agreement are in the nature of a conditional forbearance only, and that Lender has made no agreement or commitment to extend the Loan or to modify the Loan Documents;
2.3. On the sooner to occur of (i) November 15, 2010 or (ii) termination of the Forbearance Period in accordance with Section 4 of this Agreement, all remaining unpaid principal, accrued interest, fees, expenses and other amounts owing under the Loan Documents shall be due and payable in full. Bank will waive the prepayment penalty fee if the all terms of the forbearance agreement are kept and the loan is paid off in full by November 15, 2010. In addition to the foregoing, in lieu of the payments required by the Loan Documents, Borrower shall make the following payments to Lender on the following dates; Payment Amount Date Accrued interest through March 3, 2010 March 3, 2010 Accrued interest through April 3, 2010 April 3, 2010 Accrued interest through May 3, 2010 May 3, 2010 Accrued interest through June 3, 2010 June 3, 2010 Accrued interest through July 3, 2010 July 3, 2010 Accrued interest through August, 2010 August 3, 2010 Accrued interest through September 3, 2010 September 3, 2010 Accrued interest through October 3, 2010 October 3, 2010 Accrued interest through November 3, 2010 November 3, 2010 Such payments shall be applied in accordance with the Loan Documents.
Terms of Forbearance. Unless the Forbearance Period (as defined below) is sooner terminated as provided herein, Agent, for itself and for the benefit of each Lender, agrees to forbear from exercising its rights and remedies under the Loan Documents through the close of business on January 18, 2013 (the “Forbearance Period”) on the following terms and conditions:
3.1 Notwithstanding the Existing Defaults, the Lenders will continue to make Revolving Loans available to the Borrower in amounts and for purposes that are satisfactory to the Agent in its sole and absolute discretion; provided, however, in no event shall the Revolving Outstandings ever exceed $90,000,000.00. The Lenders have not amended nor increased the amount of the Revolving Commitment above $83,531,195.44. The Existing Defaults have not been cured nor waived regardless of the Lenders' decisions to make Revolving Loans available during the Forbearance Period. Agent expressly reserves all rights and remedies under the Loan Agreement and the other Loan Documents, at law and in equity as a result of the Existing Defaults.
3.2 Upon the termination of the Forbearance Period for any reason, Agent shall have the full right and power immediately and unconditionally to exercise all rights and remedies granted to it under the Loan Documents without further notice to the Borrower Parties (other than any notice otherwise required in the Loan Documents or under applicable law (including any applicable UCC)) and subject to no other conditions precedent.
3.3 The Borrower Parties acknowledge that Agent's obligations under this Agreement are in the nature of a conditional forbearance only, and that, except as expressly provided herein, Agent has made no agreement or commitment to extend the Loan or to modify the Loan Documents.
Terms of Forbearance. Lender will forbear from exercising its rights and remedies against Borrower and Guarantors due to the events of default described above or defaults disclosed by Borrower to Lender prior to the date of this Agreement, and in the Court's Order for Writ on the following terms and conditions:
(a) PAST DUE PAYMENTS: Borrower shall pay $1,200,000 on account of the Past Due Payments as follows:
(i) $100,000 no later than 10:00 a.m. Pacific time on Friday, January 24, 2003; and
(ii) Monthly, commencing February 10, 2003, and continuing thereafter, $50,000 on the 10th day and $50,000 on the 20th day of each month (or the first business day thereafter), until the total sum of $1,200,000 has been paid. Provided that no further defaults occur under this Agreement or the Loan Documents, upon payment of the entire $1,200,000, Borrower's and Guarantor's obligations to Lender on account of the Past Due Payments shall be discharged on account of such Past Due Payments. Upon default under this Agreement or further default under the Loan Documents, the entire amount of Past Due Payments as identified in Recital paragraph Q, less any payments received, together with interest and other charges from such payment due dates shall be due and owing.
(b) JANUARY 15, 2003 PAYMENT. Borrower shall pay to Lender the January 15, 2003 payment of $441,500.07 no later than 10:00 a.m. Pacific time on Friday, January 24, 2003. -6-
(c) UNAMORTIZED PAYMENT AMOUNTS. Monthly, commencing on February 1, 2003, Lender shall bill Borrower in its normal course of business xxx the amount due in arrears for the previous month in the same manner as it has in the past. Borrower shall pay each monthly billing on the 10th day and 20th day of each month, with 50% of the total bill due on the 10th day of the month and 50% dxx xn the 20th day of the month (or the first business day thereafter), EXCEPT THAT the payments due February 10 and 20, 2003, shall be paid on or before December 31, 2003, and the payments due March 10, 2003 and March 20, 2003, may be partially deferred in the amount of $150,000 each, and this $300,000 total deferred amount will be repaid by increasing the payments due August 10 and 20, September 10 and 20, and October 10 and 20, 2003 by $50,000 each. The monthly billing may include payoffs on individual units which payoffs will include the unamortized balance plus three monthly amortizations for the Past Due Payment attributable to that unit. Lender will not release the certificate of tit...
Terms of Forbearance. The Lender’s agreement to forbear from enforcing its rights and remedies under the Loan Documents is subject to each of the following terms and conditions:
Terms of Forbearance. Unless the Second Extended Forbearance Period (as defined below) is sooner terminated as provided herein, Administrative Agent, for itself and for the benefit of each Lender, agrees to forbear from exercising its rights and remedies under the Loan Documents through the close of business on April 6, 2013 (the “Second Extended Forbearance Period”) on the following terms and conditions:
4.1 Notwithstanding the Lenders’ agreement to forbear from exercising its rights and remedies, as consideration for this Fourth Forbearance Agreement, the Lenders shall have no further commitment to make Revolving Loans under the terms of the Loan Documents. Any provisions in the Loan Documents to the contrary are modified to be consistent with the prior sentence.
4.2 Upon the termination of the Second Extended Forbearance Period for any reason, Administrative Agent shall have the full right and power immediately and unconditionally to exercise all rights and remedies granted to it under the Loan Documents without further notice to the Borrower Parties (other than any notice otherwise required in the Loan Documents or under applicable law (including any applicable UCC)) and subject to no other conditions precedent.
4.3 The Borrower Parties acknowledge that Administrative Agent’s obligations under this Fourth Forbearance Agreement are in the nature of a conditional forbearance only, and that, except as expressly provided herein, Administrative Agent has made no agreement or commitment to extend the Loan or to modify the Loan Documents. *Confidential Treatment Request For Redacted Material DM_US 41594961-1.020242.0010
Terms of Forbearance. Subject to the terms and conditions of this Xxxxxxxxx 0, Xxxx agrees to forbear from exercising its rights and remedies under the Financing Documents, and to fund the balance of the Bridge Loan remaining after the Initial Forbearance Funding Amount, subject to each of the following conditions:
(a) FBC shall have realized (net of all costs and expenses incurred in connection therewith) from a private placement of additional preferred stock the sum of (a) $560,000 on or before March 7, 1997, and (b) $760,000 in the aggregate on or before April 11, 1997. Bank shall consent to the declaration and payment of dividends on such preferred stock provided (x) no dividends may be declared or paid in calendar year 1997, (y) at the time of the declaration and payment of any such dividend after 1997, FBC must be in full compliance with all financial and other covenants contained in the Financing Documents, and no Default or Event of Default (other than a continuation of an Event of Default disclosed to or actually known by Bank which exists on the date hereof) shall have occurred and be continuing, and (z) permitted dividends would be payable quarterly in arrears at a rate not to exceed 8% per annum.
(b) FBC covenants and agrees to maintain Eligible Accounts Receivable as of the testing dates set forth below (as hereinafter defined) of not less than (a) $100,00 from the date hereof to (and including March 31, 1997), and (b) $200,000 as of the testing dates set forth below thereafter. For purposes hereof, "Eligible Accounts Receivable" shall mean accounts receivable of FBC which are legitimate, fully invoiced, not subject to offset by or dispute with the applicable account debtor, and not outstanding more than 60 days from invoice date. Compliance with the provisions of this Paragraph 4(b) shall be tested as of the fifteenth (15th) day and the end of each calendar month, and FBC shall submit month-end reports within five days after the end of each calendar month in form and substance satisfactory to Bank with respect to current levels of Eligible Accounts Receivable.
Terms of Forbearance. Bank’s agreement to forbear is subject to each of the following terms and conditions:
(a) During the specified period beginning on the Effective Date and ending on the Forbearance Maturity Date (the “Forbearance Period”), the parties acknowledge and agree that Bank has no obligation whatsoever to make any Advances, Term Loan Advances and/or other Credit Extensions (other than in connection with New Letters of Credit).
(b) As a result of the occurrence of the Existing Event of Default and in accordance with Sections 7.9 of the Loan Agreement, Borrowers agree that they will not, directly or indirectly at any time, pay, prepay, repurchase, redeem, retire or otherwise acquire, or make any payment on account of any principal of, interest on or premium payable in connection with the repayment or redemption of, any Subordinated Debt; provided, that the Borrowers may make payments on the Second Lien Subordinated Debt and the Third Lien Subordinated Debt (as defined in the Amended and Restated Subordination Agreement), as applicable, in connection with (i) any Permitted Payments (other than payments of principal) and (ii) any Permitted Refinancing of all (and not less than all) thereof so long as, in the case of clause (ii), the Person providing such refinancing agrees to be bound by the provisions of the Amended and Restated Subordination Agreement (or another agreement reasonably satisfactory to Bank).
(c) Borrowers will promptly notify Bank of any notice of default, event of default or acceleration, amendment, waiver, forbearance agreement, commencement of legal proceedings, or other material written communication or information regarding any exercise of any right or remedy by or on behalf of any lender of Subordinated Debt or any Collateral received by any Borrower or of which any Borrower obtains knowledge.
(d) Notwithstanding anything to the contrary set forth herein, each Borrower acknowledges and agrees that, to the extent that Bank makes additional Advances, Term Loan Advances or otherwise extends credit to Borrowers during the Forbearance Period or thereafter, any such Advances, Term Loan Advances or extension of credit (i) shall be made at Bank’s sole discretion, (ii) shall not establish a course of dealing, and (iii) shall be without prejudice to Bank’s right to cease making Advances or otherwise cease extending credit at any time.
(e) On or before thirty (30) days after the date of this Agreement (or such later date as Bank may agree in its sole discre...
