Common use of Waiver Period; Enforcement Actions Clause in Contracts

Waiver Period; Enforcement Actions. Upon the satisfaction of the condition precedent set forth in Section 3 of this Agreement and subject to the terms hereof, the Purchasers hereby agree to the Specified Waiver solely during the period beginning on the Effective Date and ending immediately upon the earliest of (such period being referred to herein as the “Waiver Period”): (i) August 24, 2009 at 11:59 p.m. prevailing Eastern Time, (ii) the occurrence of any Default or Event of Default not subject to the Specified Waiver, (iii) any failure by the Borrower to comply with any undertaking set forth in this Agreement (including the reporting obligations in Section 1(c), the obligations under Section 1(d) with respect to the engagement and payment of the Restructuring Advisor, the delivery of the Restructuring Proposal under Section 1(e) and the obligations under Section 1(f) with respect to the GST Pledged Note (as defined below)), or any breach of any covenant, representation or warranty set forth in this Agreement, (iv) the Senior Agent or any lender under the Senior Loan Documents exercising any enforcement action with respect to its claims against any Credit Party or with respect to the Collateral, (vi) the agent or any lender under the BST Credit Agreement exercising any enforcement action with respect to its claims against BST, (vii) the occurrence following the Effective Date of any change, event or occurrence that has or is reasonably likely to have a material adverse effect on (w) the business, assets, operations or financial condition of the Credit Parties taken as a whole, (x) the Credit Parties’ ability, taken as a whole, to pay any of the Obligations in accordance with the terms of the Note Purchase Agreement, (y) the Collateral or the Collateral Agent’s Liens, on behalf of itself and the other Secured Parties, taken as a whole or (z) the Collateral Agent’s or any Purchaser’s rights and remedies under the Note Purchase Agreement and the other Financing Documents, taken as a whole or (viii) the termination, expiration or any other failure of that certain Limited Waiver and Amendment No. 16, dated as of June 30, 2009, to the Senior Credit Agreement, among the Borrower, the Subsidiaries of the Borrower party thereto, the Senior Agent and the lenders party thereto to be in full force and effect if at such time any event of default has occurred and is continuing under the Senior Credit Agreement. Notwithstanding anything to the contrary herein, including the existence of the Specified Waiver, (1) any additional interest that would have become applicable as a result of the occurrence of any Default or Event of Default subject to the Specified Waiver shall at all times (including the Waiver Period) accrue on the Notes in the same manner as if the Specified Waiver had not been granted, (2) during the Waiver Period, the Purchasers shall have the inspection rights under Section 8.3(b) of the Note Purchase Agreement that apply when a Default or an Event of Default exists and (3) the Purchasers and the Collateral Agent shall be entitled to exercise and enforce all rights and remedies that such parties shall have under any of the Financing Documents or applicable law with respect to the Convertible Subordinated Promissory Note, dated as of August 15, 2008, in the amount of $70,000,000 made by GST in favor of the Borrower (the “GST Pledged Note”) to the same extent as if the Specified Waiver had not been granted, all as more fully set forth in Section 1(f); provided, that the Collateral Agent agrees to consult with the Borrower prior to any foreclosure action with respect to the GST Pledged Note (it being understood that such consultation may take place immediately prior to such foreclosure).

Waiver Period; Enforcement Actions. Upon the satisfaction of the condition precedent set forth in Section 3 of this Agreement and subject to the terms hereof, the Purchasers hereby agree to the Specified Waiver solely during the period beginning on the Effective Date and ending immediately upon the earliest of (such period being referred to herein as the “Waiver Period”): (i) August 24May 8, 2009 at 11:59 p.m. prevailing Eastern Time, (ii) the occurrence of any Default or Event of Default not subject to the Specified Waiver, (iii) any failure by the Borrower to comply with any undertaking set forth in this Agreement (including the reporting obligations in Section 1(c), ) and the obligations obligation under Section 1(d) with respect to the engagement and payment of the Restructuring Advisor, the delivery of the Restructuring Proposal under Section 1(e) and the obligations under Section 1(f) with respect to the GST Pledged Note (as defined below)), or any breach of any covenant, representation or warranty set forth in this Agreement, (iv) the Senior Agent or any lender under the Senior Loan Documents exercising any enforcement action with respect to its claims against any Credit Party or with respect to the Collateral, (vi) the agent or any lender under the BST Credit Agreement exercising any enforcement action with respect to its claims against BST, BST or (vii) the occurrence following the Effective Date of any change, event or occurrence that has or is reasonably likely to have a material adverse effect on (w) the business, assets, operations or financial condition of the Credit Parties taken as a whole, (x) the Credit Parties’ ability, taken as a whole, to pay any of the Obligations in accordance with the terms of the Note Purchase Agreement, (y) the Collateral or the Collateral Agent’s Liens, on behalf of itself and the other Secured Parties, taken as a whole or (z) the Collateral Agent’s or any Purchaser’s rights and remedies under the Note Purchase Agreement and the other Financing Documents, taken as a whole or (viii) the termination, expiration or any other failure of that certain Limited Waiver and Amendment No. 16, dated as of June 30, 2009, to the Senior Credit Agreement, among the Borrower, the Subsidiaries of the Borrower party thereto, the Senior Agent and the lenders party thereto to be in full force and effect if at such time any event of default has occurred and is continuing under the Senior Credit Agreementwhole. Notwithstanding anything to the contrary herein, including the existence of the Specified Waiver, (1i) any additional interest that would have become applicable as a result of the occurrence of any Default or Event of Default subject to the Specified Waiver shall at all times (including the Waiver Period) accrue on the Notes in the same manner as if the Specified Waiver had not been granted, granted and (2ii) during the Waiver Period, the Purchasers shall have the inspection rights under Section 8.3(b) of the Note Purchase Agreement that apply when a Default or an Event of Default exists and (3) the Purchasers and the Collateral Agent shall be entitled to exercise and enforce all rights and remedies that such parties shall have under any of the Financing Documents or applicable law with respect to the Convertible Subordinated Promissory Note, dated as of August 15, 2008, in the amount of $70,000,000 made by GST in favor of the Borrower (the “GST Pledged Note”) to the same extent as if the Specified Waiver had not been granted, all as more fully set forth in Section 1(f); provided, that the Collateral Agent agrees to consult with the Borrower prior to any foreclosure action with respect to the GST Pledged Note (it being understood that such consultation may take place immediately prior to such foreclosure)exists.

Waiver Period; Enforcement Actions. Upon the satisfaction of the condition precedent set forth in Section 3 of this Agreement and subject to the terms hereof, the Purchasers hereby agree to the Specified Waiver solely during the period beginning on the Effective Date and ending immediately upon the earliest of (such period being referred to herein as the “Waiver Period”): (i) August 24June 1, 2009 at 11:59 p.m. prevailing Eastern Time, (ii) the occurrence of any Default or Event of Default not subject to the Specified Waiver, (iii) any failure by the Borrower to comply with any undertaking set forth in this Agreement (including the reporting obligations in Section 1(c), ) and the obligations obligation under Section 1(d) with respect to the engagement and payment of the Restructuring Advisor, the delivery of the Restructuring Proposal under Section 1(e) and the obligations under Section 1(f) with respect to the GST Pledged Note (as defined below)), or any breach of any covenant, representation or warranty set forth in this Agreement, (iv) the Senior Agent or any lender under the Senior Loan Documents exercising any enforcement action with respect to its claims against any Credit Party or with respect to the Collateral, (vi) the agent or any lender under the BST Credit Agreement exercising any enforcement action with respect to its claims against BST, BST or (vii) the occurrence following the Effective Date of any change, event or occurrence that has or is reasonably likely to have a material adverse effect on (w) the business, assets, operations or financial condition of the Credit Parties taken as a whole, (x) the Credit Parties’ ability, taken as a whole, to pay any of the Obligations in accordance with the terms of the Note Purchase Agreement, (y) the Collateral or the Collateral Agent’s Liens, on behalf of itself and the other Secured Parties, taken as a whole or (z) the Collateral Agent’s or any Purchaser’s rights and remedies under the Note Purchase Agreement and the other Financing Documents, taken as a whole or (viii) the termination, expiration or any other failure of that certain Limited Waiver and Amendment No. 16, dated as of June 30, 2009, to the Senior Credit Agreement, among the Borrower, the Subsidiaries of the Borrower party thereto, the Senior Agent and the lenders party thereto to be in full force and effect if at such time any event of default has occurred and is continuing under the Senior Credit Agreementwhole. Notwithstanding anything to the contrary herein, including the existence of the Specified Waiver, (1i) any additional interest that would have become applicable as a result of the occurrence of any Default or Event of Default subject to the Specified Waiver shall at all times (including the Waiver Period) accrue on the Notes in the same manner as if the Specified Waiver had not been granted, granted and (2ii) during the Waiver Period, the Purchasers shall have the inspection rights under Section 8.3(b) of the Note Purchase Agreement that apply when a Default or an Event of Default exists and (3) the Purchasers and the Collateral Agent shall be entitled to exercise and enforce all rights and remedies that such parties shall have under any of the Financing Documents or applicable law with respect to the Convertible Subordinated Promissory Note, dated as of August 15, 2008, in the amount of $70,000,000 made by GST in favor of the Borrower (the “GST Pledged Note”) to the same extent as if the Specified Waiver had not been granted, all as more fully set forth in Section 1(f); provided, that the Collateral Agent agrees to consult with the Borrower prior to any foreclosure action with respect to the GST Pledged Note (it being understood that such consultation may take place immediately prior to such foreclosure)exists.

Waiver Period; Enforcement Actions. Upon the satisfaction of the condition precedent set forth in Section 3 of this Agreement and subject to the terms hereof, the Purchasers hereby agree to the Specified Waiver solely during the period beginning on the Effective Date and ending immediately upon the earliest of (such period being referred to herein as the “Waiver Period”): (i) August 24July 22, 2009 at 11:59 p.m. prevailing Eastern Time, (ii) the occurrence of any Default or Event of Default not subject to the Specified Waiver, (iii) any failure by the Borrower to comply with any undertaking set forth in this Agreement (including the reporting obligations in Section 1(c), ) and the obligations under Section 1(d) with respect to the engagement and payment of the Restructuring Advisor, the delivery of the Restructuring Proposal under Section 1(e) and the obligations under Section 1(f) with respect to the GST Pledged Note (as defined below)), or any breach of any covenant, representation or warranty set forth in this Agreement, (iv) the Senior Agent or any lender under the Senior Loan Documents exercising any enforcement action with respect to its claims against any Credit Party or with respect to the Collateral, (vi) the agent or any lender under the BST Credit Agreement exercising any enforcement action with respect to its claims against BST, BST or (vii) the occurrence following the Effective Date of any change, event or occurrence that has or is reasonably likely to have a material adverse effect on (w) the business, assets, operations or financial condition of the Credit Parties taken as a whole, (x) the Credit Parties’ ability, taken as a whole, to pay any of the Obligations in accordance with the terms of the Note Purchase Agreement, (y) the Collateral or the Collateral Agent’s Liens, on behalf of itself and the other Secured Parties, taken as a whole or (z) the Collateral Agent’s or any Purchaser’s rights and remedies under the Note Purchase Agreement and the other Financing Documents, taken as a whole or (viii) the termination, expiration or any other failure of that certain Limited Waiver and Amendment No. 16, dated as of June 30, 2009, to the Senior Credit Agreement, among the Borrower, the Subsidiaries of the Borrower party thereto, the Senior Agent and the lenders party thereto to be in full force and effect if at such time any event of default has occurred and is continuing under the Senior Credit Agreementwhole. Notwithstanding anything to the contrary herein, including the existence of the Specified Waiver, (1i) any additional interest that would have become applicable as a result of the occurrence of any Default or Event of Default subject to the Specified Waiver shall at all times (including the Waiver Period) accrue on the Notes in the same manner as if the Specified Waiver had not been granted, granted and (2ii) during the Waiver Period, the Purchasers shall have the inspection rights under Section 8.3(b) of the Note Purchase Agreement that apply when a Default or an Event of Default exists and (3) the Purchasers and the Collateral Agent shall be entitled to exercise and enforce all rights and remedies that such parties shall have under any of the Financing Documents or applicable law with respect to the Convertible Subordinated Promissory Note, dated as of August 15, 2008, in the amount of $70,000,000 made by GST in favor of the Borrower (the “GST Pledged Note”) to the same extent as if the Specified Waiver had not been granted, all as more fully set forth in Section 1(f); provided, that the Collateral Agent agrees to consult with the Borrower prior to any foreclosure action with respect to the GST Pledged Note (it being understood that such consultation may take place immediately prior to such foreclosure)exists.

Waiver Period; Enforcement Actions. Upon the satisfaction of the condition precedent set forth in Section 3 of this Agreement and subject to the terms hereof, the Purchasers hereby agree to the Specified Waiver solely during the period beginning on the Effective Date and ending immediately upon the earliest of (such period being referred to herein as the “Waiver Period”): (i) August 24June 19, 2009 at 11:59 p.m. prevailing Eastern Time, (ii) the occurrence of any Default or Event of Default not subject to the Specified Waiver, (iii) any failure by the Borrower to comply with any undertaking set forth in this Agreement (including the reporting obligations in Section 1(c), ) and the obligations under Section 1(d) with respect to the engagement and payment of the Restructuring Advisor, the delivery of the Restructuring Proposal under Section 1(e) and the obligations under Section 1(f) with respect to the GST Pledged Note (as defined below)), or any breach of any covenant, representation or warranty set forth in this Agreement, (iv) the Senior Agent or any lender under the Senior Loan Documents exercising any enforcement action with respect to its claims against any Credit Party or with respect to the Collateral, (vi) the agent or any lender under the BST Credit Agreement exercising any enforcement action with respect to its claims against BST, BST or (vii) the occurrence following the Effective Date of any change, event or occurrence that has or is reasonably likely to have a material adverse effect on (w) the business, assets, operations or financial condition of the Credit Parties taken as a whole, (x) the Credit Parties’ ability, taken as a whole, to pay any of the Obligations in accordance with the terms of the Note Purchase Agreement, (y) the Collateral or the Collateral Agent’s Liens, on behalf of itself and the other Secured Parties, taken as a whole or (z) the Collateral Agent’s or any Purchaser’s rights and remedies under the Note Purchase Agreement and the other Financing Documents, taken as a whole or (viii) the termination, expiration or any other failure of that certain Limited Waiver and Amendment No. 16, dated as of June 30, 2009, to the Senior Credit Agreement, among the Borrower, the Subsidiaries of the Borrower party thereto, the Senior Agent and the lenders party thereto to be in full force and effect if at such time any event of default has occurred and is continuing under the Senior Credit Agreementwhole. Notwithstanding anything to the contrary herein, including the existence of the Specified Waiver, (1i) any additional interest that would have become applicable as a result of the occurrence of any Default or Event of Default subject to the Specified Waiver shall at all times (including the Waiver Period) accrue on the Notes in the same manner as if the Specified Waiver had not been granted, granted and (2ii) during the Waiver Period, the Purchasers shall have the inspection rights under Section 8.3(b) of the Note Purchase Agreement that apply when a Default or an Event of Default exists and (3) the Purchasers and the Collateral Agent shall be entitled to exercise and enforce all rights and remedies that such parties shall have under any of the Financing Documents or applicable law with respect to the Convertible Subordinated Promissory Note, dated as of August 15, 2008, in the amount of $70,000,000 made by GST in favor of the Borrower (the “GST Pledged Note”) to the same extent as if the Specified Waiver had not been granted, all as more fully set forth in Section 1(f); provided, that the Collateral Agent agrees to consult with the Borrower prior to any foreclosure action with respect to the GST Pledged Note (it being understood that such consultation may take place immediately prior to such foreclosure)exists.