Common use of Forbearance Clause in Contracts

Forbearance. Each Consenting Term Lender (collectively representing the Required Lenders) agrees that, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof.

Forbearance. Each Consenting Term Lender The Loan Parties acknowledge and agree that (collectively representing a) the Required LendersDesignated Events of Default have occurred and are continuing and (b) agrees that, for upon the duration of Forbearance Termination Date (defined below) the Support Period, in connection with any default or event of default arising forbearance provided under the Credit Agreement in connection with the Restructuring (including pursuant to this Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender 1 shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders terminate and the Administrative Agent Agents and Lenders shall have the right to exercise any and all rights and remedies under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 9.01 of the Credit Agreement during or otherwise under the Support Period absent Loan Documents or under applicable law or at equity due to such Designated Events of Default or any other Event of Default that has occurred and is continuing. The Agents and Lenders hereby agree as of the forbearance set forth date hereof to forbear from exercising any rights or remedies under Section 9.01 of the Credit Agreement or otherwise under the Loan Documents or under applicable law or at equity with respect to the Designated Events of Default until the earliest of (i) the occurrence of a breach or default under this Agreement, (ii) the occurrence of a Default or Event of Default that does not constitute a Designated Event of Default, (iii) the Disposition of all or substantially all of the assets of the Borrower or (iv) the sixth month anniversary of the First Amendment Date (the “Forbearance Termination Date”). The Loan Parties acknowledge and agree that, if any breach or default under this Agreement occurs, or if a Default or Event of Default occurs that does not constitute a Designated Event of Default, in this Section 3(f) each case after the date hereof, the Forbearance Termination Date shall be deemed to have accrued as of occurred immediately prior thereto, this Section 1 shall cease to be effective, and the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, Agents and Lenders shall be entitled to the extent provided (x) terminate all Commitments under the Credit Agreement. For Agreement and declare all of the avoidance Loans then outstanding to be due and payable, whereupon the aggregate principal of doubtall Loans, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default all accrued and unpaid interest thereon, all fees and all other amounts payable under the Credit AgreementAgreement and the other Loan Documents shall become due and payable immediately, without presentment, demand, protest or further notice of any kind and (y) exercise immediately their rights and remedies under the Loan Documents and under applicable law or at equity. Each Loan Party hereby further acknowledges and agrees that from and after the Forbearance Termination Date, the Agents and Lenders shall not bar be under no obligation of any kind whatsoever to forbear from exercising any remedies on account of the Administrative Agent Designated Events of Defaults or any Consenting Term Lender from filing a proof other Event of claim, taking action Default (whether similar or dissimilar to establish the amount Designated Events of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofDefault).

Forbearance. Each Consenting During the Short Term Lender Extension Period Buyer hereby agrees to temporarily forbear from exercising any default-related remedies under the Repurchase Agreement solely to the extent such remedies arise from any Event of Default in existence (collectively representing whether or not declared) prior to the Required Lenders) agrees thatexecution of this Extension Agreement; provided that the foregoing shall not be deemed to limit Buyer’s rights or remedies against Seller or Guarantor arising from any Default or Event of Default occurring after the execution of this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; provided, for further, that the duration agreement of the Support Period, Buyer temporarily to forbear shall not apply to nor preclude any remedy available to Buyer in connection with any default Act of Insolvency against Seller or event Guarantor or other proceeding under any bankruptcy, insolvency or similar law, including without limitation, any relief in respect of default arising adequate protection or relief from any stay imposed under such law; provided, further, that the Credit Agreement in connection with the Restructuring (including pursuant agreement of Buyer temporarily to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender forebear shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person not apply to exercise) nor preclude any remedy available to the Consenting Term Lenders and the Administrative Agent Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect to any borrower under the Credit AgreementSenior Loan, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) Senior Mezzanine Loan or otherwise by contract, in law Junior Mezzanine Loan or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant with respect to Section 2.07 any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value of the Credit Agreement; provided that if this Agreement is terminated during real estate assets owned by the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 subsidiaries of the Credit Agreement during Senior Mezzanine Borrower. Upon the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as occurrence of the date Termination Date, Buyer’s agreement hereunder to forbear from exercising such default-related remedies shall immediately terminate without the requirement of termination of this Agreement, without any further action by demand, presentment, protest or notice of any Term Lender or the Administrative Agentkind, all of which Seller hereby waives to the fullest extent provided under permitted by applicable law. Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies with respect to the Credit Agreementspecified Events of Default shall not constitute a waiver of any such Events of Default. For the avoidance of doubt, nothing herein limits the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect rights of Buyer, including during the Short Term Extension Period to take any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish preserve or exercise rights or remedies against parties other than Seller and Guarantor (“Third Party Rights”). For purposes of the amount foregoing, Seller acknowledges and agrees that execution and delivery of this Extension Agreement shall constitute the making of any Claim, necessary demand or exercising the giving of any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofnecessary notice for purposes of preserving or permitting the exercise of any such Third Party Rights of Buyer.

Forbearance. Each Consenting Term Lender Obligor specifically acknowledges the existence and continuation of the Specified Defaults. In reliance on the representations, warranties, covenants and agreements contained in this Agreement, and subject to the satisfaction of each condition precedent set forth in Section 4 hereof but only so long as no Termination Event shall have occurred and except as permitted by this Agreement, the Agent, the Lenders and the Issuing Banks hereby agree to forbear during the Forbearance Period from exercising their rights and remedies under the Loan Documents (collectively representing including any right under Section 2.2.3 or 2.3.3 of the Required LendersLoan Agreement, any right of setoff (excluding the Agent’s right to charge on account under Section 4.1.1(b) agrees thatof the Loan Agreement, it being understood and agreed that any deemed making of any representations and warranties by the Borrowers on account of such charge shall, if such representations and warranties are not true and correct, for the duration all purposes hereof be treated as a Specified Default) and any right under a power of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including attorney granted pursuant to Section 7.01(e8.5(b) of the Credit Loan Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against and applicable law arising as a result of the Company occurrence or continuance of any of its subsidiariesthe Specified Defaults. Notwithstanding the foregoing, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term forbearance granted by the Agent, the Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant Issuing Banks shall not constitute and shall not be deemed to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake constitute a waiver of any of the actions in foregoing clauses (A) through (C) Specified Defaults or of any other Default or Event of Default under the Loan Documents. On and (ii) no additional interest after the Termination Date, the Agent’s, the Lenders’ and the Issuing Banks’ agreement hereunder to forbear shall accrue pursuant terminate automatically without further act or action by the Agent, any Lender or any Issuing Bank, and the Agent, the Lenders and the Issuing Banks shall be entitled to Section 2.07 of the Credit Agreement; provided that if exercise any and all rights and remedies available to them under this Agreement is terminated during and the Support Period other than pursuant to Section 5(e) Loan Documents, at law, in equity or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action lapse of time, expiration of applicable grace periods or requirements of notice, all of which are hereby expressly waived by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreementeach Obligor. For the avoidance of doubt, the forbearance set forth in this Section 3(f(i) an exercise of cash dominion rights, when applicable, shall not itself constitute be subject to forbearance (other than implementing cash dominion solely as a waiver with respect result of the Specified Defaults), (ii) the foregoing forbearance shall not prohibit the Agent from delivering notices relating to the Borrowing Base or notices of Default, Event of Default or a Termination Event, (iii) any defaults or events Overadvance that occurs under Section 2.1.5 of default under the Credit AgreementLoan Agreement shall not be subject to forbearance, and (iv) the foregoing forbearance shall not bar limit or prohibit the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement making Protective Advances in its discretion pursuant to Section 5(b) hereof2.1.6 of the Loan Agreement (it being understood and agreed that any deemed making of any representations and warranties by the Borrowers on account of any such making of Protective Advances shall, if such representations and warranties are not true and correct, for all purposes hereof be treated as a Specified Default).

Forbearance. Each Consenting Term Lender (collectively representing the Required Lenders) agrees that, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) In consideration of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against Parties’ agreement to timely comply with the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination terms of this Agreement, without any further action by any Term Lender or and in reliance upon the Administrative Agentrepresentations, warranties, agreements and covenants of the Credit Parties set forth herein, subject to the extent provided under satisfaction of each of the Credit conditions precedent to the effectiveness of this Agreement, during the Forbearance Period, Agent and each Lender (severally and not jointly) hereby agree to forbear (the “Forbearance”) from exercising any of the Rights and Remedies with respect to the Forbearance Defaults. For the avoidance of doubt, during the forbearance Forbearance Period, each Lender agrees that it (individually or collectively) will not deliver any notice or instruction to the Agent directing the Agent, in each case, to exercise any of the Rights and Remedies under the Credit Documents or applicable Law against the Credit Parties with respect to the Forbearance Defaults. For the avoidance of doubt, this Agreement shall not, except as provided herein, (a) prevent the Lenders from receiving payments of principal and interest when due or (b) limit any other available rights or remedies of the Agent and/or the Lenders. The agreements set forth in this Section 3(f) herein shall not itself constitute a waiver of the Forbearance Defaults nor shall it be an agreement to forbearance with respect regard to any defaults other Defaults or events Events of default under Default that may be continuing on the Credit Agreementdate hereof, or any Defaults or Events of Default that may occur after the date hereof, whether similar in kind or otherwise to the Forbearance Defaults and shall not bar constitute a waiver, express or implied, of any of the Administrative rights and remedies of the Agent and the Lenders under the terms of the Credit Agreement or any other Credit Documents on any future occasion or otherwise. The Forbearance set forth herein shall not impose or imply any obligation on the Agent or any Consenting Term Lender from filing the Lenders to grant a proof of claim, taking action to establish the amount forbearance of any Claim, or exercising Event of Default on any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereoffuture occasion.

Forbearance. Each Consenting Term Lender (collectively representing the Required Lenders) agrees thatHolder shall not be deemed to have waived any of Holder’s rights or remedies under this Note unless such waiver is express and in a writing signed by Hxxxxx, for the duration and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of the Support Period, in connection with any default Holder’s rights hereunder or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement)other Loan Documents, (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in at law or in equity, (C) requesting that including, without limitation, Holder’s right, after any Event of Default, to declare the Administrative Agent entire indebtedness evidenced hereby immediately due and payable, shall be construed as a novation of this Note or shall operate as a waiver or prevent the subsequent exercise of any or all of such rights. Acceptance by Hxxxxx of any portion or all of any sum payable hereunder whether before, on or after the due date of such payment, shall not convert Loans (be a waiver of Holder’s right either to require prompt payment when due of all other sums payable hereunder or to exercise any of Holder’s rights, powers and remedies hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as defined in a waiver of Hxxxxx’s right to insist thereafter upon strict compliance with the Credit Agreement) intoterms hereof without previous notice of such intention being given to Borrower. No exercise of any right by Holder shall constitute or be deemed to constitute an election of remedies by Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, or continue Loans aspowers and remedies available to it hereunder, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake under any of the actions other Loan Documents, or at law or in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agentequity. Borrower expressly waives, to the extent provided under the Credit Agreement. For the avoidance of doubtpermitted by law, the forbearance set forth benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in this Section 3(f) shall not itself constitute a waiver conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any defaults or events indebtedness evidenced hereby. No extension of default under the Credit Agreement, and shall not bar time for the Administrative Agent payment of this Note or any Consenting Term Lender from filing a proof installment due hereunder, made by agreement with any person now or hereafter liable for the payment of claimthis Note shall operate to release, taking action to establish discharge, modify, change or affect the amount original liability of any Claim, or exercising any rights Borrower under this AgreementNote, including terminating this Agreement pursuant to Section 5(b) hereofeither in whole or in part, unless Hxxxxx agrees otherwise in writing.

Forbearance. Each Consenting Term Lender (collectively representing The Administrative Agent, the Required Lenders) agrees that, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under Issuing Bank agree in favor of FCMC that they shall refrain from taking any action to foreclose or recover the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document "Collateral" (as defined in the Credit Pledge Agreement) or otherwise by contractinitiate collection proceedings against FCMC with respect to the Pledge Defaults from the date hereof through and including the earlier of (i) March 31, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into2013, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 the occurrence of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 an Event of Default under the Credit Agreement during (Licensing) (other than resulting from an Acknowledged Default, the Support Period absent Acknowledged Event of Default or a Pledge Default) (the forbearance set forth in this Section 3(f“Forbearance Period”). FCMC acknowledges and agrees that, notwithstanding the foregoing, (a) shall be deemed to have accrued as each of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, the Lenders and the Issuing Bank reserves the right to enforce each and every term of the Pledge Agreement (other than remedies resulting from a Pledge Default during the Forbearance Period), and is under no duty or obligation of any kind or any nature to grant FCMC any additional period of forbearance beyond the Forbearance Period; (b) each action of the Administrative Agent, the Lenders and the Issuing Bank in entering into this Agreement shall not be construed as a waiver or relinquishment of, or estoppel to assert, any of Administrative Agent's rights under the Pledge Agreement or applicable law; and (c) each action of the Administrative Agent, the Lenders and the Issuing Bank in entering into this Agreement is without prejudice to the extent provided right of the Administrative Agent, the Lenders and the Issuing Bank to pursue any and all remedies available to any of them upon expiration of the Forbearance Period or immediately upon the occurrence of an Event of Default under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(fAgreement (Licensing) shall not itself constitute or a waiver with respect to any defaults or events of default "Default" under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing Pledge Agreement (other than a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofPledge Default).

Forbearance. Each Consenting Term Lender (collectively representing During the Required Lenders) agrees that, for period commencing on the duration date hereof and ending on the earlier of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) the occurrence of any Event of Default (as such term is defined in each Consenting Term Lender shall forbear of the Secured Revolving Credit Agreement and the Indenture) under the Secured Revolving Credit Agreement or the Indenture that continues for five (5) business days after notice thereof from (A) commencing any judicial enforcement proceedings against the Company administrative agent or any of its subsidiariesthe indenture trustee, (B) exercising (or directing any Person to exercise) any remedy available as applicable, to the Consenting Term Lenders and the Administrative Agent under the Credit AgreementCompany, including without limitation pursuant to Article 7 thereofother than defaults or events of default set forth on Schedule A attached hereto, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 termination of the Credit Agreement; provided that if this Agreement is terminated during in accordance with its terms (each of clause (i) and clause (ii), a “Forbearance Termination Event”), each Consenting Creditor hereby agrees to forebear from the Support Period other than pursuant to Section 5(e) exercise of its default-related rights or Section 5(c)(i) hereof, any interest that would remedies it may have otherwise accrued pursuant to Section 2.07 of under the Secured Revolving Credit Agreement during or the Support Period absent Indenture (including any collateral documents referenced therein), as applicable, and under applicable United States or foreign law or otherwise, in each case, with respect to any defaults or events of default which may arise under the Secured Revolving Credit Agreement or the Indenture at any time on or prior to the Forbearance Termination Event. For the avoidance of doubt, (x) the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f4(d) shall not itself constitute a waiver with respect to any defaults or any events of default under the Secured Revolving Credit Agreement, Agreement or the Indenture and shall not bar the Administrative Agent or any Consenting Term Lender Creditor from filing a proof of claim, claim or taking action to establish the amount of any Claim, or exercising any rights under such claim and (y) nothing in this Agreement, including terminating this Section 4(d), shall limit or prohibit JPMorgan Chase Bank, N.A. from taking any required actions in its capacity as an agent, including under the Secured Revolving Credit Agreement, the Paragon Parties’ term loan facility or any related guarantee or collateral agreements. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict any right of any Consenting Creditor or the ability of each of the Consenting Creditors to protect and preserve its rights, remedies and interests, including its claims against the Paragon Parties. If the transactions contemplated hereby are not consummated, or if this Agreement pursuant is terminated for any reason, the Parties fully reserve any and all of their rights. The Company hereby confirms that no Defaults or Events of Default (as such terms are defined in the Secured Revolving Credit Agreement and the Indenture, respectively) exist under the Secured Revolving Credit Agreement or the Indenture as of the date hereof except for the failure to Section 5(b) hereofpay interest due on the 6.75% Senior Notes on January 15, 2016. Upon the occurrence of a Forbearance Termination Event, the agreement of the Consenting Creditors hereunder to forbear from exercising rights and remedies shall immediately and automatically terminate without requirement of any demand, presentment, protest, or notice of any kind, all of which the Paragon Parties hereby waive (to the extent permitted by applicable law).

Forbearance. (a) Each Consenting Term Lender (collectively representing the Required Lenders) agrees that, for the duration of the Support Period, in connection with any default or event of default arising under Class A Certificateholders agrees that until the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) expiration of the Credit AgreementForbearance Period (as defined below), it will not, as part of a majority in interest of Fractional Undivided Interests in the Class A Trust or in any other capacity direct the Class A Trustee, when the Class A Trustee is the Controlling Party or otherwise, to cause the Subordination Agent and the Mortgagees to exercise any of their default-related remedies against Atlas solely to the extent the availability of such remedies arises exclusively from the Specified Defaults (the "CLASS A FORBEARANCE"). Each of the Class A Certificateholders further agrees (i) each Consenting Term Lender to join in executing and causing to be delivered to the Class A Trustee, with a copy to the Subordination Agent and Mortgagees, at or about the time that a Specified Default occurs, a letter (a "FORBEARANCE INSTRUCTION LETTER") instructing the Class A Trustee to instruct the Subordination Agent and Mortgagees (an "INSTRUCTION LETTER TO SUBORDINATION AGENT AND MORTGAGEES") to forbear from exercising any default-related remedies until the Subordination Agent or Mortgagees receive instructions to the contrary ("CONTRARY INSTRUCTIONS") from the Class A Trustee, which Forbearance Instruction Letter will instruct the Class A Trustee not to give any such Contrary Instructions during the Forbearance Period unless it is directed to do so by the holders of a majority in interest of Fractional Undivided Interests in the Class A Trust, (ii) to refrain from directing the Class A Trustee to give any such Contrary Instructions during the Forbearance Period, and (iii) to provide to Atlas a copy of the Forbearance Instruction Letter (and, if such Class A Certificateholder receives a copy of an Instruction Letter to Subordination Agent and Mortgagees, a copy of such letter) and a return receipt or other evidence indicating the delivery of the Forbearance Instruction Letter to the Class A Trustee, provided that, (w) nothing in the Forbearance Instruction Letter, the Instruction Letter to Subordination Agent and Mortgagees, or in this Agreement is intended to or shall forbear prevent any Mortgagee, Subordination Agent, Class A Trustee, Class A Certificateholder or other person from (A) commencing giving notice of the occurrence of a Default under a Lease or Indenture (it being understood that, except for providing that notice of a Default may be given, this clause (A) does not limit or affect in any judicial enforcement proceedings against way the Company agreements of the Class A Certificateholders that are set forth above in this Section 2(a), or any of its subsidiaries, (B) exercising (its right to cause one or directing any Person more LTV Appraisals to exercise) any remedy available be obtained pursuant to the Consenting Term Lenders and the Administrative Agent under the Credit Intercreditor Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in x) the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) Class A Certificateholders shall not itself constitute a waiver be required to obtain any acknowledgement or agreement from the Class A Trustee with respect to the Forbearance Instruction Letter and the Class A Trustee shall not be required to obtain any defaults acknowledgement or events of default under agreement from the Credit AgreementMortgagees or Subordination Agent with respect to the Instruction Letter to Subordination Agent and Mortgagees, (y) the Class A Certificateholders shall not be required to provide any indemnity or other inducement for the Class A Trustee, Subordination Agent, or Mortgagees to comply with such Forbearance Instruction Letter or Instruction Letter to Subordination Agent and Mortgagees, and shall not bar (z) the Administrative Class A Certificateholders give no representation or warranty as to the effect of such Forbearance Instruction Letter or Instruction Letter to Subordination Agent and Mortgagees or any Consenting Term Lender from filing a proof of claim, taking action as to establish whether the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant Class A Trustee will in fact send such Instruction Letter to Section 5(b) hereofSubordination Agent and Mortgagees.

Forbearance. Each Consenting Term Lender (collectively representing Subject to the Required Lenders) terms and conditions set forth herein, Wachovia hereby agrees that, for during the duration Forbearance Period (as defined below), Wachovia shall forbear from exercising any and all rights or remedies available to Wachovia under the Repurchase Documents and the Master Agreement as a result of the Support PeriodExisting Events of Default (including, in connection with without limitation, the collection of default interest under the Repurchase Documents and Master Agreement), but only to the extent that such rights or remedies arise exclusively as a result of the existence or continuation of the Existing Events of Default; provided, however; (i) that Wachovia shall be free to exercise any or all of Wachovia's rights and remedies (including, without limitation, the collection of default interest under the Repurchase Documents and Swap Documents from and after the occurrence of a Forbearance Termination Event) under the Repurchase Documents, Master Agreement or Applicable Law arising on account of the Existing Events of Default (or any other event of default arising under default) at any time upon or after the Credit Agreement occurrence of a Forbearance Termination Event (as defined below), (ii) in connection with the Restructuring (including pursuant Repurchase Documents, Wachovia shall have no obligation to Section 7.01(e) purchase or finance any new Asset or make any advance of the Credit Agreement)Purchase Price or other amounts with respect to any existing Purchased Assets or new Assets unless consented to in writing by Wachovia, which consent may be granted or refused by Wachovia in its sole and absolute discretion, (iiii) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against in connection with the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Master Agreement, including without limitation pursuant Wachovia shall have no obligation to Article 7 thereof, any Credit Document enter into a Transaction (as defined in the Credit Master Agreement) unless consented to in writing by Wachovia, which consent may be granted or otherwise refused by contractWachovia in its sole and absolute discretion, in law and (iv) no amounts under clause NINTH of Section 2.8 of the Repurchase Agreement shall be transferred to the Operating Account or in equitythe Quadra Entities, (C) requesting but, instead, all such amounts shall be applied to the outstanding Obligations under the Repurchase Documents and the obligations and liabilities under the Swap Documents. Wachovia agrees to waive any default interest that accrued prior to the Administrative Agent not convert Loans date of this Agreement under the Repurchase Documents and the Master Agreement as a result of the Existing Events of Default. Notwithstanding Wachovia's agreement to forbear on account of the Existing Events of Default subject to the terms and conditions set forth herein, the Existing Events of Default shall continue to exist during the Forbearance Period for all purposes under the Repurchase Agreement and Master Agreement, including any limitations on actions of the Quadra Entities that may be triggered upon the existence of an Event of Default (as defined in the Credit Repurchase Agreement) intoor Event of Default (as defined under the Master Agreement). The Quadra Entities acknowledge and agree that this Agreement does not constitute a waiver of the Existing Events of Default, or continue Loans as, Eurodollar Loans a waiver of any other Event of Default (as defined in the Credit Repurchase Agreement) and/or or Event of Default (Das defined in the Master Agreement) voting (whether now or in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(efuture) or Section 5(c)(ia waiver or forbearance (except as expressly set forth herein) hereofof any other term, provision, duty, obligation, covenant, liability, right, remedy, power or remedy of any interest that would have otherwise accrued pursuant party to Section 2.07 of the Credit Agreement during the Support Period absent Repurchase Documents and Master Agreement, and the forbearance set forth in this Section 3(f) evidenced hereby shall not be deemed a waiver of Wachovia's rights to have accrued as of the date of termination of this Agreement, without refuse to enter into any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreementfuture forbearance agreements. For the avoidance of doubt, the forbearance set forth in this Section 3(f) Agreement shall not itself constitute a waiver with respect to limit, restrict or impair in any defaults or events way any of default Wachovia's rights under the Credit AgreementRepurchase Documents and/or Swap Documents which are unrelated to rights and remedies upon an Event of Default under either the Repurchase Documents or the Swap Documents, including, without limitation, Wachovia's rights to xxxx to market and rights to make margin calls. The Quadra Entities acknowledge and agree that they may not sell, finance or otherwise transfer any Purchased Asset without Wachovia's prior written consent thereto in its sole and absolute discretion and Wachovia shall not bar release its Lien on any Purchased Asset until all Obligations under the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish Repurchase Documents and all obligations and liabilities then due and payable under the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofSwap Documents are paid in full.

Forbearance. Each Consenting Term Lender (collectively representing The Administrative Agent, the Required Lenders) agrees that, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under Issuing Bank agree in favor of the Credit Agreement, including without limitation pursuant Borrower that they shall refrain from taking any action to Article 7 thereof, any Credit Document foreclose or recover the “Collateral” (as defined in the Credit Pledge Agreement) or otherwise by contractinitiate collection proceedings against the Borrower with respect to the Pledge Defaults from the date hereof through and including the earlier of (i) March 31, in law 2014, or in equity, (Cii) requesting the occurrence of an Event of Default under the Credit Agreement (Licensing) (other than a Default or Event of Default that the Administrative Agent not convert Loans and the Lenders have waived in writing and a Pledge Default) (as defined in the Credit Agreement“Forbearance Period”). The Borrower acknowledges and agrees that, notwithstanding the foregoing, (a) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any each of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, the Lenders and the Issuing Bank reserves the right to enforce each and every term of the Pledge Agreement (other than remedies resulting from a Pledge Default during the Forbearance Period), and is under no duty or obligation of any kind or any nature to grant the Borrower any additional period of forbearance beyond the Forbearance Period; (b) each action of the Administrative Agent, the Lenders and the Issuing Bank in entering into this Agreement shall not be construed as a waiver or relinquishment of, or estoppel to assert, any of Administrative Agent's rights under the Pledge Agreement or applicable law; and (c) each action of the Administrative Agent, the Lenders and the Issuing Bank in entering into this Agreement is without prejudice to the extent provided right of the Administrative Agent, the Lenders and the Issuing Bank to pursue any and all remedies available to any of them upon expiration of the Forbearance Period or immediately upon the occurrence of an Event of Default under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(fAgreement (Licensing) shall not itself constitute or a waiver with respect to any defaults or events of default “Default” under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing Pledge Agreement (other than a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofPledge Default).

Forbearance. Each Consenting Term Lender (collectively representing the Required Lenders) agrees that, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), Borrower hereby acknowledges that (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person Borrower has failed to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to comply with Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 9.1 of the Credit Agreement during as a result of the Support Period absent existence of overdue accounts payable in amounts which are not otherwise permitted under such Section (the forbearance set forth in this “Accounts Payable Default”), (ii) Borrower has failed to comply with Section 3(f) shall be deemed 10.1 of the Credit Agreement as a result of its current ratio being less than 1.0 to have accrued 1.0 as of the date end of termination the Fiscal Quarter ending December 31, 2008 (the “Current Ratio Default”, and together with the Accounts Payable Default, the “Specified Defaults”), and (iii) the Specified Defaults constitute Events of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided Default under the Credit Agreement. For In reliance on the avoidance representations, warranties, covenants and agreements contained in this First Amendment, and subject to the satisfaction of doubteach condition precedent set forth in Section 8 hereof but only so long as no Forbearance Period Termination Event shall have occurred, Administrative Agent (on behalf of the Banks) hereby agree to forbear until the Forbearance Period Termination Date from exercising their rights and remedies arising as a result of the occurrence of the Specified Defaults. Notwithstanding the foregoing, the forbearance set forth in this Section 3(fgranted by Administrative Agent (on behalf of the Banks) pursuant hereto shall not itself constitute and shall not be deemed to constitute a waiver with respect of any of the Specified Defaults or of any other Default or Event of Default under the Loan Papers. On and after the Forbearance Period Termination Date, or such earlier date on which a Forbearance Period Termination Event occurs, Administrative Agent’s (on behalf of the Banks) agreement hereunder to forbear shall terminate automatically without further act or action by Banks, and Administrative Agent and Banks shall be entitled to exercise any defaults or events of default and all rights and remedies available to them under the Credit AgreementAgreement or any of the other Loan Papers, at law, in equity, or otherwise without any further lapse of time, expiration of applicable grace periods, or requirements of notice, all of which are hereby expressly waived by Borrower and the other Credit Parties. Borrower and the other Credit Parties hereby acknowledge and understand that upon the expiration or termination of the Forbearance Period, if all the Specified Defaults have not been waived in accordance with this First Amendment, or if there shall not bar the at such time exist any additional Default or Event of Default, then Administrative Agent and Banks shall have the right to proceed to exercise any or all available rights and remedies, which may include foreclosure on the collateral for the Obligations and/or institution of legal proceedings. Administrative Agent and Banks shall have no obligation whatsoever to extend the Forbearance Period, waive any Consenting Term Lender from filing a proof Defaults or Events of claimDefault, taking action to establish the amount of defer any Claimpayments, or further forbear from exercising any their rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofand remedies.

Forbearance. Each Consenting Term Lender (collectively representing Borrower acknowledges the Required Lenders) agrees that, for the duration existence of the Support Period, in connection with any default or event of default arising Existing Default under the Credit Agreement Loan Agreement. Borrower further acknowledges and agrees that Bank is not in connection with any way agreeing to waive such Existing Default as a result of this Amendment or the Restructuring (including pursuant performance by the parties of their respective obligations hereunder or thereunder. Subject to Section 7.01(e) the conditions contained herein and performance by Borrower of all of the Credit Agreementterms of this Amendment and the Loan Agreement after the date hereof, Bank shall, until the earliest of (i) June 30, 2018 or (ii) such date that there shall occur any further Event of Default (the “Forbearance Period”), forbear from exercising any remedies that it may have against Borrower as a result of the occurrence of the Existing Default. This forbearance shall not be deemed a continuing waiver or forbearance with respect to any Event of Default of a similar nature that may occur after the date of this Amendment. If Borrower has, after the Fourth Amendment effective date but on or before June 30, 2018, (i) each Consenting Term Lender delivered to Bank evidence, satisfactory to Bank in its sole discretion, that Borrower has received at least Twenty-One Million Dollars ($21,000,000) of gross cash proceeds (provided that Borrower shall forbear only incur a reasonable amount of transaction expenses in connection therewith) from (A) commencing any judicial enforcement proceedings against the Company or any sale of its subsidiaries, (B) exercising (or directing any Person equity securities to exercise) any remedy available investors and on terms and conditions reasonably acceptable to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) intoBank, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant the occurrence of a Liquidity Event which has resulted in all Obligations owing from Borrower to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereofBank being repaid in full in cash, any interest that would have and Borrower has otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of complied with this Agreement, without any further action by any Term Lender the Existing Default shall be automatically waived. Such forbearance or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall waiver does not itself constitute a waiver with respect apply to any defaults other Event of Default or events of default under other failure by Borrower to perform in accordance with the Credit Agreement, and shall not bar the Administrative Agent Loan Agreement or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof.Amendment

Forbearance. Each Consenting Term Lender 1. For the period (collectively representing the Required Lenders“Forbearance Period”) agrees that, for the duration beginning as of the Support Perioddate first above written (the “Commencement Date”) and ending on the earlier to occur of (a) 5:00 p.m., in connection with New York time, on October 17, 2008, and (b) termination of this forbearance as provided herein (the “Forbearance Termination Date”), the Agent and the Lenders, without waiving, curing or ceasing the continuance of the Specified Events of Default, hereby agree to forbear from the exercise of any default or event of default arising their rights and remedies available under the Credit Agreement in connection with and the Restructuring (including pursuant to Section 7.01(e) Loan Documents on account of the Specified Events of Default. Neither the Agent nor the Lenders shall have any obligation to make any Loans, issue, extend or renew, and the Borrower shall not request the issuance, extension or renewal of, any Letters of Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available otherwise extend credit to the Consenting Term Lenders and the Administrative Agent Borrower under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent Forbearance Period. The Lenders have considered and will continue to consider during the Forbearance Period, in their sole discretion, whether to honor borrowing requests or requests for issuances of Letters of Credit. Any past or future Loans to, or issuances of Letters of Credit for the account of, the Borrower should not be considered an agreement, express or implied, on the part of the Lenders to make any additional Loans or to issue any additional Letters of Credit or an agreement to waive any terms of the Credit Agreement in the future, including, without limitation, the satisfaction of conditions precedent to funding. The Agent’s and Lenders’ forbearance set forth in this Section 3(f) provided for herein shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, effective only with respect to the extent provided Specified Events of Default and shall automatically terminate and cease to be of force and effect, and the Agent and Lenders may exercise all of their respective rights and remedies as may be available under the Credit Agreement. For Agreement and under applicable law, upon or after the avoidance occurrence of doubt, any other Default or Event of Default under the forbearance set forth in this Section 3(fCredit Agreement or any Loan Document (other than the Specified Events of Default) shall not itself constitute or a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof terms of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof(individually a “Forbearance Default” and, collectively, the “Forbearance Defaults”).

Forbearance. Each Consenting Term Lender (collectively representing the Required Lenders) agrees that, for the duration Subject to all of the Support Periodother terms and conditions set forth herein, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (iia) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver solely with respect to any defaults or events breaches arising out of default the Specified Events, Holder agrees to forbear from exercising its rights and remedies under the Credit Agreement, May Note and Security Agreement (it being understood that nothing herein shall not bar the Administrative Agent or any Consenting Term Lender from filing constitute a proof of claim, taking action to establish the amount waiver of any Claim, Event of Default pursuant to the May Note or exercising the Security Agreement) solely during the period from the date hereof until that date (the “Forbearance Termination Date”) which is the earliest to occur of (i) the failure after the date hereof of the Company to comply with any rights under of the terms or undertakings of this Agreement, including, without limitation, the covenants set forth in Section 4 hereof, (ii) a breach of any warranty or representation of the Company in this Agreement, or (iii) the occurrence of a different Event of Default (other than a default arising out of the Specified Events) under either the February Note or the May Note. Upon the Forbearance Termination Date, the agreement of Holder to forbear from exercising its rights and remedies in respect of the Specified Events shall automatically terminate for all purposes under the May Note and Security Agreement for all periods, including terminating periods after the Forbearance Termination Date and Holder shall be free to proceed to enforce any or all of its rights and remedies set forth in the May Note or the Security Agreement including, without limitation, the right to demand the immediate repayment of the May Note and to take possession of the collateral under the Security Agreement. The Company hereto agrees that, subject to the agreement of Holder to forbear from exercising certain of its rights and remedies as and to the extent expressly set forth in this Agreement, all rights and remedies of Holder under the May Note and Security Agreement pursuant shall continue to Section 5(b) hereofbe available to Holder from and after the date of this Agreement.

Forbearance. Each Consenting Term Lender (collectively representing the Required Lenders) Bank agrees thatto forebear until October 31, for the duration of the Support Period, in connection with any default or event of default arising 2001 from exercising its remedies under the Credit Existing Loan Documents, notwithstanding Borrower's existing default under the Loan Agreement as a result of Borrower's failure to (i) maintain the Adjusted Quick Ratio and (ii) increase the annual value of its contract value of subscriptions on a quarterly basis (the foregoing being referred to as "Existing Defaults") or any future breaches under the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement (as so modified, the "Loan Documents"). By signing below, the Borrower acknowledges that they are currently in connection with the Restructuring (including pursuant to Section 7.01(e) default and as a result of the Credit Agreement)such default, (i) each Consenting Term Lender effective September 1, 2001 and until the earlier of Borrower being in compliance with the Existing Defaults or Bank's waiver of the Existing Defaults the Finance Charge and Collateral Handling Fee shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available be increased to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as default rates defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) Sections 3.2 and 3.5 and (ii) no additional interest Bank is entitled to exercise its remedies as provided in the Existing Loan Documents and as provided under applicable law. Nothing in this Agreement in any way shall accrue pursuant to Section 2.07 constitute Bank's waiver of Borrower's Existing Defaults. A breach by Borrower of any of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance terms set forth in this Section 3(fAgreement or the occurrence of any default (other than the Existing Defaults) under the Existing Loan Documents shall result in immediate termination of Bank's forbearance, whereupon Bank, at its option, without any notice to Borrower, may immediately cease making any Advances and may immediately exercise any remedies available to Bank under the Existing Loan Documents and this Agreement, and under applicable law. Upon termination of the Forbearance Period described above, without any notice to Borrower, Bank may exercise any remedies available to Bank under the Loan Documents and under applicable law. In addition, Bank's agreement to continue to forbear from enforcing its remedies under the Existing Loan Documents until the end of the Forbearance Period, notwithstanding Borrower's Existing Defaults under the Existing Loan Documents, (a) in no way shall be deemed an agreement by Bank to have accrued waive Borrower's compliance with all other terms of the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement and (b) shall not limit or impair Bank's right to demand strict performance of all other terms and covenants as of any date. The Borrower further agrees that the date exercise of any rights or remedies allowed to Bank when an Event of Default occurs, as provided for in the Existing Loan Documents (the "Default Rights") upon termination of the Forbearance Period shall not be affected by reason of this AgreementAgreement and the Borrower shall not assert as a defense thereto the passage of time, without estoppel, laches or any further action by any Term Lender or the Administrative Agent, statute of limitations to the extent provided under that the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount exercise of any Claim, or exercising any rights under Default Rights was precluded by this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof.

Forbearance. Each Consenting Term Lender During the Forbearance Period (collectively representing 1) none of the Required LendersCollateral Agent, Lender, Daiwa, or any Participant shall (A) agrees exercise any rights or remedies pursuant to the Program Documents with respect to any Existing Defaults, or (B) prior to the occurrence and continuation of a Servicer Termination Event, sell or direct or instruct the sale of any of the Designated Receivables, except as provided in Section 4.6 of this Supplement, and (ii) interest on the Note shall accrue at the Interest Rate as if none of the Existing Defaults occurred or are continuing, provided, that, upon the occurrence of a Servicer Termination Event interest on the Note shall accrue, from and after the Effective Date, at the interest rate applicable for the duration occurrence and continuation of an Event of Default. From and after the Expiration Date, each of the Support PeriodCollateral Agent, the Lender, Daiwa, and any Participant may exercise any rights or remedies that it may have pursuant to any of the Program Documents as a result of any of (i) the Existing Defaults or (ii) any Event of Default or Servicer Termination Event as defined in connection with any default or event of default arising under and pursuant to the Credit Agreement or the Servicing Agreement, respectively. Notwithstanding the foregoing, in connection the event the Borrower becomes subject to, and is a debtor, directly or by consolidation with West or any other affiliate of West in any bankruptcy proceeding, each of the Restructuring (including Collateral Agent, the Lender, Daiwa, and any Participant may exercise any rights or remedies that it may have pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) Servicing Agreement or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions Program Documents provided that none of them shall take any action or consent to any action that results or may result in foregoing clauses (Ai) through (C) and the liquidation or sale of any of the Designated Accounts other than as provided in this Supplement, (ii) no additional interest shall accrue removal of the Servicer other than as provided in this Supplement, (iii) any reduction, limit or delay of the payment of any fees or compensation or amounts payable to the Servicer pursuant to Section 2.07 the Servicing Agreement, or (iv) the impairment, limitation or restriction of any rights, powers or remedies that the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than Servicer may have pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Servicing Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof.

Forbearance. Each Consenting Term Lender (collectively representing Notwithstanding the Required Lenders) agrees thatForbearance Defaults, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available and subject to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination provisions of this Agreement, without any further action by any Term the Lender Parties agree that, until the expiration or earlier termination of the Administrative AgentForbearance Period (as defined below), the Lender Parties will forbear from exercising their rights and remedies under the Loan Documents and/or applicable law solely with respect to the extent provided Forbearance Defaults; provided, however, that nothing herein shall restrict, impair or otherwise affect the exercise of the Lender Parties’ rights under the Credit this Agreement. For the avoidance of doubt; and provided, the further, that no such forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to the Forbearance Defaults (other than as set forth in the following sentence) and during the Forbearance Period, to the extent permitted by the Loan Documents, Lender shall be entitled to cure Mortgage Loan Events of Default and make any defaults protective advances (except to the extent that Mortgage Lender is forbearing from taking action with respect to such Forbearance Defaults pursuant to a forbearance agreement acceptable to Lender). Notwithstanding anything to the contrary contained herein, if, on or events prior to the expiration (but not earlier termination) of default the Forbearance Period, the Borrower Parties have satisfied the conditions to such forbearance set forth in Section 4 below and Mortgage Lender has waived the Forbearance Defaults that arise as a result of Mortgage Loan Defaults, the Lender Parties shall be deemed to have waived the Forbearance Defaults and shall have no right to exercise any rights or remedies under the Credit AgreementLoan Documents and/or applicable law solely with respect to the Forbearance Defaults; provided that to the extent that any Borrower Party makes any payment(s) to the Lender Parties which payment(s) or any portion thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required, in connection with any bankruptcy, insolvency, reorganization, dissolution, liquidation or other like proceeding or for any other ​ ​ reason, to be repaid or paid over to a custodian, trustee, receiver or any other party under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect as if such payment(s) had not been made and the Borrower Parties shall be primarily liable for the revived obligations. The foregoing sentence shall not bar be construed and is not intended to preclude the Administrative Agent Lender Parties from exercising their rights and remedies under the Loan Documents and/or applicable law with respect to the existence of the Forbearance Defaults after the expiration (other than expiration after satisfaction of the conditions to forbearance as set forth above) or any Consenting Term Lender from filing a proof earlier termination of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofForbearance Period.

Forbearance. Each Commencing on the Agreement Effective Date, each Consenting Term Lender Creditor agrees to forbear, until the date that is one day after the Petition Date, from the exercise of its rights (collectively representing the Required Lendersincluding any right of set-off) agrees that, for the duration of the Support Period, in connection with any default or event of default arising remedies it may have under the Credit Agreement and Notes Indenture, as applicable, in connection each case, solely with the Restructuring (including pursuant respect to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company Parties’ current or anticipated defaults as set forth on Schedule 2 to this Agreement (the “Specified Defaults”) and on no other basis. Each Consenting Creditor further agrees that if any of its subsidiariesapplicable indenture trustee, (B) exercising (administrative agent or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking collateral agent takes any action to direct, instruct or authorize inconsistent with any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of such Consenting Creditor’s obligations under this Agreement, without any further action by any Term Lender such Consenting Creditor shall direct and use commercially reasonable efforts to cause such indenture trustee, administrative agent or the Administrative Agent, collateral agent to the extent provided under the Credit Agreementcease and refrain from taking such actions. For the avoidance of doubt, the Credit Agreement and the Notes Indenture shall remain in full force and effect, and 19 EXECUTION VERSION are hereby ratified and confirmed, except, in each case, as expressly modified in this Section 4.03. The forbearance set forth in this Section 3(f) 4.03 shall not itself constitute a waiver with respect to any defaults default or events event of default under the Credit Agreement, Agreement or Notes Indenture (other than the Specified Defaults during the term of the Agreement Effective Period) and shall not bar the Administrative Agent or any Consenting Term Lender Creditor from filing a proof of claim, claim or taking action to establish the amount of any Claim, or exercising any rights under such claim. Upon the termination of this Agreement, including terminating the agreement of the Consenting Creditors to forbear from exercising rights and remedies in accordance with this Section 4.03 shall immediately terminate without requirement of any demand, presentment or protest of any kind, all of which the Company Parties hereby waive. Section 5. Additional Provisions Regarding the Consenting Creditors’ Commitments. Notwithstanding anything to the contrary in this Agreement, and notwithstanding any delivery of a consent or vote to accept the Plan by any Consenting Creditor, or any acceptance of the Plan by any class of creditors, nothing in this Agreement pursuant shall: (a)be construed to Section 5(bprohibit any Consenting Creditor from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement, the Definitive Documents or the Restructuring; (b) hereof.be construed to prohibit any Consenting Creditor from appearing as a party-in-interest in any matter to be adjudicated in a Chapter 11 Case, so long as such appearance and the positions advocated in connection therewith are not materially inconsistent with this Agreement or the Restructuring, and are not for the purpose of delaying, interfering, impeding, or taking any other action to delay, interfere with or impede, directly or indirectly, the Restructuring; (c) affect the ability of any Consenting Creditor to consult with any other Consenting Creditor, the Company Parties, Ascent or any other party in interest; (d) impair or waive the rights of any Consenting Creditor to assert or raise any objection not prohibited under or inconsistent with this Agreement; (e) prevent any Consenting Creditor from enforcing this Agreement and/or any of the Definitive Documents; (f) prevent any Consenting Creditor from exercising any of its rights and remedies under any of the Definitive Documents; (g) obligate a Consenting Creditor to deliver a vote to support the Plan or prohibit a Consenting Creditor from withdrawing such vote, in each case from and after the Termination Date (other than a Termination Date as a result of the occurrence of the Plan Effective Date); provided that upon the withdrawal of any such vote after the Termination Date (other than a Termination Date as a result of the occurrence of the Plan Effective Date), such vote shall be deemed void ab initio and such Consenting Creditor shall have the opportunity to change its vote; 20

Forbearance. Each Consenting Term Lender (collectively representing previously agreed to forbear from exercising any rights and remedies under the Required Lenders) Loan Agreement and applicable law because of the Forbearance Events of Default for a limited time period, expiring November 15, 2001, on the terms set forth in the Fourteenth Amendment. By subsequent letter agreement, Lender agreed to extend such forbearance through January 31, 2003. In accordance with the terms hereof, Lender agrees that, for notwithstanding the duration occurrence of the Support Forbearance Events of Default and until the expiration of the "Forbearance Period" (as hereinafter defined), in connection with Lender will temporarily forbear from exercising any default or event of default arising rights and remedies under the Credit Agreement Loan Documents and applicable law and Lender will continue to make loans to Borrower in connection accordance with and subject to the Restructuring (including pursuant to Section 7.01(e) terms and conditions of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Loan Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in modified and amended by the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination terms of this Agreement, without as though the Forbearance Event of Defaults had not occurred and did not exist, provided however that in addition to and not in derogation of any further action by any Term Lender or the Administrative Agent, to the extent provided of Lender's other rights under the Credit Loan Agreement, Lender hereby specifically reserves the right to unilaterally and in Lender's sole and absolute discretion, impose additional reserves and to reduce the Eligible Inventory Sublimit and other sublimits under the Loan Agreement from time to time. For As consideration for Lender's entering into this Agreement and to induce Lender to waive the avoidance effect of doubtthe Forbearance Events of Default on a temporary basis as set forth herein, Borrower acknowledges and agrees that Lender may take the actions described in the preceding sentence without approval from or notice to Borrower and even if the actions so taken by Lender would otherwise be deemed to be commercially unreasonable, economically burdensome or detrimental to Borrower. Borrower hereby consents to any such action or actions on the part of Lender and irrevocably waives any and all rights that Borrower possesses to object to any such action or actions. Upon termination of the Forbearance Period, Lender's agreement to forbear hereunder shall be null and void and Lender shall be free to exercise its rights and remedies under the Loan Agreement and other Loan Documents and applicable law, immediately and without further notice. As used herein, the term "Forbearance Period" means the period beginning on the date hereof and continuing through December 1, 2003 or any earlier date on which Lender terminates its forbearance hereunder as provided in the following sentence. Lender may terminate its forbearance hereunder prior to December 1, 2003 and exercise its rights and remedies under the Loan Agreement, the other Loan Document and at law if it determines that any of the following events has occurred: (i) any Event of Default, other than the Forbearance Events of Default (and other than a default under any financial covenant set forth in this Section 3(fthe Loan Agreement), under the Loan Agreement or any of the other Loan Documents; (ii) shall not itself constitute a waiver "Material Adverse Change" (as that term is hereinafter defined); or (iii) the failure of Borrower to perform, comply with and observe each and every covenant, warranty, duty and obligation of Borrower hereunder. As used herein, the term "Material Adverse Change" means any material adverse change from and after the date hereof in (a) the financial condition, credit, business, prospects, properties or operations of the Borrower,(b) the ability of the Borrower to perform its obligations under the Loan Agreement and the Loan Documents to which it is a party on a timely basis other than with respect to any defaults or events the Forbearance Events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any ClaimDefault, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b(c) hereofthe value of the Collateral.

Forbearance. Each Consenting Term Lender Bank agrees to forebear until March 31, 2005 (collectively representing the Required Lenders“Forbearance Period”) agrees thatfrom exercising its rights and remedies under the Existing Loan Documents and under applicable law (“Default Rights”), for notwithstanding Borrower’s existing default under the duration Loan Agreement as a result of Borrower’s failure to maintain the minimum Adjusted Tangible Net Worth required by Section 5 of the Support PeriodSchedule to the Loan Agreement (the foregoing being referred to as the “Existing Default”). The Existing Loan Documents, as modified by this Agreement are hereinafter collectively called the “Loan Documents”). By signing below, Borrower acknowledges that it is currently in connection with any default or event and as a result of default arising under such default, Bank is entitled to exercise the Credit Default Remedies. Nothing in this Agreement in connection with any way shall constitute Bank’s waiver of Borrower’s Existing Default. Borrower further agrees that the Restructuring (including pursuant to Section 7.01(e) exercise of any Default Rights by Bank upon termination of the Credit Forbearance Period shall not be affected by reason of this Agreement), (i) each Consenting Term Lender and the Borrower shall forbear from (A) commencing any judicial enforcement proceedings against not assert as a defense thereto the Company passage of time, estoppel, laches or any statute of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available limitations to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting extent that the Administrative Agent not convert Loans exercise of any Default Rights was precluded by this Agreement. The Forbearance Period shall be immediately terminated, without notice, if (as defined in the Credit Agreementa) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake Borrower breaches of any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance terms set forth in this Section 3(fAgreement, (b) the occurrence of any default (other than the Existing Default) under the Existing Loan Documents, or (c) if any recital, representation or warranty made herein, in any document executed and delivered in connection herewith, or in any report, certificate, financial statement or other instrument or document previously, now or hereafter furnished by or on behalf of the Borrower in connection with this Agreement or any other document executed and delivered in connection with this Agreement, shall prove to have been false, incomplete or misleading in any material respect on the date as of which it was made (collectively, a “Default”), whereupon Bank, at its option, without any notice to Borrower, may immediately cease making any Loans and may immediately exercise any Default Remedies. Upon termination of the Forbearance Period described above, without any notice to Borrower, Bank may exercise any remedies available to Bank under the Loan Documents and under applicable law. In addition, Bank’s agreement to continue to forbear from enforcing its remedies under the Existing Loan Documents until the end of the Forbearance Period, notwithstanding Borrower’s Existing Default under the Existing Loan Documents, (a) in no way shall be deemed an agreement by Bank to have accrued as waive Borrower’s compliance with all other terms of the date of termination of Existing Loan Documents, as modified by this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(fAgreement and (b) shall not itself constitute a waiver with respect limit or impair Bank’s right to any defaults or events demand strict performance of default under the Credit Agreement, all other terms and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount covenants as of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofdate.

Forbearance. Each Consenting Term Lender (collectively representing the Required Lendersa) The Noteholder agrees that, for the duration of period from the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available Effective Date to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document Termination Date (as defined in the Credit Agreement) or otherwise by contractbelow), in law or in equity, (C) requesting that the Administrative Agent it will not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake exercise any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant remedies available to Section 2.07 it, nor will it instruct the Trustee to exercise any of the Credit Agreement; provided that remedies available to it, and it hereby instructs the Trustee to not exercise any of the remedies available to it, in each case, under the Indentures (including, without limitation, the right to accelerate the Notes as contemplated in Section 6.2 of the Indentures) solely as a result of the occurrence of any Specified Indenture Default. On the Termination Date, all of the terms and provisions of the Indentures with respect to the Specified Indenture Defaults shall have the same force and effect as if this Agreement is terminated during had not been entered into by the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereofparties hereto, any interest that would and the Noteholder and the Trustee shall have otherwise accrued pursuant to Section 2.07 all of the Credit Agreement during rights and remedies afforded to them under the Support Period absent Indentures and under applicable law with respect to the Specified Indenture Defaults as though no forbearance set forth in this Section 3(f) shall be deemed to have accrued had been granted by them as of the date of termination of this Agreementprovided hereunder, without any further action by any Term Lender the Noteholder or the Administrative Agent, to the extent provided under the Credit AgreementTrustee. For the avoidance of doubt, the forbearance set forth Nothing in this Section 3(f) 2 shall not itself constitute a waiver affect, or shall be deemed to affect, any of the rights and remedies of the Noteholder or the Trustee under, or in connection with, the Indentures with respect to any defaults Default or events Event of default under Default, other than the Credit AgreementSpecified Indenture Defaults, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof other event or occurrence. The "Termination Date" shall be the earliest of claim(i) September 15, taking action 2003, (ii) the date on which each Specified Indenture Default has been cured or waived, which cure or waiver shall have become effective, through amendments to establish the amount of any Claim, Indentures or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(botherwise or (iii) hereofthe date on which the Bank Forbearance (as defined below) is terminated in accordance with the terms thereof.

Forbearance. Each Consenting Term During the Forbearance Period (as defined below), Lender (collectively representing the Required Lenders) agrees that, for the duration of the Support Period, in connection with to forbear from instituting any default or event of default arising remedies under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement)Loan Documents provided, (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against Borrower pays the Company or any base rate of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent interest due under the Credit AgreementLoan Agreement on a current basis, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest lender under any other credit facility under which Borrower is obligated accelerates the maturity of such facility upon default or otherwise exercises its remedies as a lender under such facility (each a “Forbearance Termination Event”). Notwithstanding the foregoing, (i) any forbearance granted by Lender shall accrue pursuant not constitute and shall not be construed or interpreted to Section 2.07 constitute a waiver of any Default or Event of Default which may now or hereafter exist under the Loan Documents, and (ii) this Agreement and the forbearance granted by Lender hereunder shall not constitute an amendment or modification of any of the Credit Agreement; provided that if this Agreement is terminated Loan Documents. All other rights of Lender contained in the Loan Documents shall remain in full force and effect. Upon the termination of the Forbearance Period (as defined below), or earlier, upon the occurrence of a Forbearance Termination Event, Lender shall have the right to immediately cease or terminate Lender’s forbearance hereunder, without further notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to replevy, protest or other formalities of any kind, all of which are hereby expressly waived by Borrower, whereupon Lender shall be entitled to exercise all rights and remedies available to Lender under the Loan Documents or at law, in equity or otherwise, including, without limitation, institution of collection actions against the Borrower. All periods of limitation specified by statute and all defenses of laches or waiver as to any Default or Event of Default existing on the Effective Date or arising during the Support Forbearance Period other than pursuant to Section 5(e(as defined below) or Section 5(c)(i) hereof, any interest that would have will be tolled and otherwise accrued pursuant to Section 2.07 of the Credit Agreement suspended during the Support Period absent Forbearance Period. During the forbearance set forth in this Section 3(fForbearance Period, no payment of preferred or common dividends (“Dividends”) shall be deemed made by Borrower to have accrued its shareholders as long as any Default or Event of Default exists, provided that the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) Borrower shall not itself constitute be prohibited from paying any Dividends necessary in order to maintain Borrower’s tax status as a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofreal estate investment trust (REIT).

Forbearance. Each Consenting Term Lender (collectively representing the Required Lenders) agrees that, for the duration Subject to all of the Support Periodterms and conditions set forth herein, in connection with any default or event of default arising the Agent and the Lenders agree to forbear from exercising their respective rights and remedies under the Credit Loan Agreement in connection and the other Loan Documents that are based solely on the occurrence of the Specified Defaults until that date (the “Forbearance Termination Date”; the period from the Effective Date (as hereinafter defined) through the Forbearance Termination Date being the “Forbearance Period”)) which is the earliest to occur of the following: (1) the date on which any Default other than (i) the Specified Defaults occurs; or (ii) the Borrowers failure to comply with the Restructuring (including pursuant to Section 7.01(eItem 19(a) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available Addendum to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Loan Agreement; provided that if this Agreement is terminated during (2) the Support Period other than pursuant failure of any Borrower to Section 5(e) or Section 5(c)(i) hereof, comply with any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance term set forth in this Agreement, including, without limitation, the undertakings set forth in Section 3(f2 hereof; (3) shall be deemed to have accrued the date that any Borrower joins in, assists, cooperates or participates as an adverse party or adverse witness in any suit or other proceeding against the Agent, any Lender, or any affiliate of any of the foregoing relating to any Obligations or any amounts owing hereunder, under the Loan Agreement or under any other Loan Document or in connection with or related to any of the transactions contemplated by the Loan Agreement or any of the other Loan Documents, including this Agreement and any documents, agreements or instruments executed in connection with this Agreement; (4) the date any third party exercises any right or remedy it may have as a result of termination any of the Specified Defaults or any of the events or omissions that constitute the Specified Defaults (including, without limitation and in any event, accelerating the payment of any Indebtedness, declaring an “event of default”, exercising default remedies with respect to any collateral security); or (5) 12:01 A.M. (New York time) on January 26, 2010. On and after the Forbearance Termination Date, the Agent and each of the Lenders may proceed, without any requirement for notice to the Borrowers or any other obligor, to enforce any or all of their rights and remedies under or in respect of this Agreement, the Loan Agreement, any of the other Loan Documents or applicable law, including, without limitation, the right to require that the Borrowers repay immediately any further action by any Term Lender or the Administrative Agent, to the extent provided amounts then owing under the Credit Agreement. For Loan Agreement and the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofother Loan Documents.

Forbearance. Each Consenting Term Lender (collectively representing Upon the Required Lenders) agrees thatsatisfaction of each of the conditions precedent set forth in Section 5 hereof, the Holders hereby agree, for so long as (a) no Default or Event of Default (other than the duration of 2000 Forbearance Events and the Support Period2001 Forbearance Events, in connection with any default or event of default arising under each as defined below), has occurred and is continuing and (b) the Credit Agreement in connection Company complies with the Restructuring (including pursuant to requirements contained in this Section 7.01(e) of the Credit Agreement)1, (ix) each Consenting Term Lender shall to forbear from (A) commencing any judicial enforcement proceedings against the Company or enforcing any of its subsidiaries, (B) exercising (rights and remedies under Section 12.2 of the Note Purchase Agreements or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) other Note Documents arising solely as a result of the occurrence of any of the 2000 Forbearance Events or the 2001 Forbearance Events and (iiy) no additional interest the Holders will not demand accelerated payment of the obligations under Section 12.1 of the Note Purchase Agreements or otherwise cause any of such obligations to become immediately due and payable solely as a result of the occurrence of any of the 2000 Forbearance Events or the 2001 Forbearance Events, except that the Company shall accrue in any event continue to be required to make any and all payments that are provided for in the Note Documents and this Amendment when and as the same are due and payable pursuant to Section 2.07 the terms of the Credit Agreement; provided that if Note Documents and this Agreement is terminated during the Support Period Amendment. So long as no Default or Event of Default, other than pursuant to Section 5(e) the 2000 Forbearance Events or Section 5(c)(i) hereof2001 Forbearance Events, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) has occurred and is continuing, nothing herein shall be deemed to have accrued as of prevent the date of termination of this Agreement, without Company from exercising any further right or taking any action otherwise permitted by any Term Lender the Note Purchase Agreements or the Administrative Agentother Note Documents, to which such right or action is conditioned upon the extent provided under the Credit Agreementabsence of any Default or Event of Default. For the avoidance of doubt, the forbearance set forth The forbearances contained in this Section 3(f) 1 shall be contingent on the Company's compliance with the following requirements: The Company shall not itself constitute permit, at any time following January 1, 2001, Forbearance Net Finance Assets to be less than the sum of Forbearance Senior Debt and SBA Debt, as evidenced by a waiver Borrowing Base Certificate prepared in accordance with respect to any defaults or events Section 6.1(i) of default under the Credit Agreement, Bank Loan Agreement and the Company shall not bar permit the Administrative Agent or any Consenting Term Lender Excess Amount to exceed (a) $6,700,000 from filing a proof of claimJanuary 1, taking action to establish the amount of any Claim2001 through January 31, 2001, (b) $5,700,000 from February 1, 2001 through February 28, 2001, (c) $5,000,000 from March 1, 2001 through March 31, 2001, or exercising any rights under this Agreement(d) $0 as of April 1, including terminating this Agreement pursuant 2001 and thereafter. The Company shall deliver a copy of such Borrowing Base Certificate to Section 5(b) the Holders substantially concurrently upon delivery thereof to the Banks. For purposes hereof., the following terms shall have the following meanings:

Forbearance. Each Consenting Term Lender (collectively representing the Required Lenders) agrees that, for the duration Section 2 of the Support PeriodAgreement is deleted in its entirety and replaced with the following: Subject to the satisfaction of the terms and conditions set forth herein, until that date (the “Forbearance Termination Date”), which is the earliest to occur of (a) 4:00 p.m. (Eastern) on November 26, 2007, plus an additional thirty (30) days (or sixty (60) days in connection with any default or the event of default arising under the Credit Agreement execution of an LOI with a Deposit or an APA, as set forth in connection with the Restructuring (including pursuant to Section 7.01(eparagraph 3) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document should an Extending Event (as defined in the Credit Agreementfollowing paragraph) occur, or otherwise by contract, in law (b) the consummation of a refinancing or in equity, a sale of the stock or assets of Borrowers (C) requesting that the Administrative Agent not convert Loans (as defined other than in the Credit Agreement) intoordinary course), or continue Loans as(c) the date of the occurrence of any one or more Events of Termination (defined herein) (the “Forbearance Period”), Eurodollar Loans (Lenders will not exercise or enforce their rights or remedies against Borrowers which Agents or Lenders would be entitled to exercise or enforce under the terms of the Documents by reason of the occurrence or continuance of the Designated Defaults. This Agreement shall not act as defined a waiver of Agents or Lenders’ right to enforce any claims, rights or remedies, nor shall this Agreement act as a forbearance in the Credit Agreementevent Defaults or Events of Default (other than the Designated Defaults) and/or occur at any time prior to the Forbearance Termination Date. Further, this forbearance shall not act as a waiver of Agents or Lenders’ right to enforce any claims, rights or remedies upon the occurrence of an Event of Termination. Nothing contained herein shall be construed as requiring the Forbearing Lenders to extend the Forbearance Termination Date. On the Forbearance Termination Date, without notice, the Obligations shall be deemed automatically accelerated and immediately due and payable in full by Borrowers (Dunless Agents notify Borrowers otherwise in writing) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person Lenders and the Borrowers’ ability to undertake borrow additional amounts under any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) Documents shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofterminated.

Forbearance. Each Consenting Term Lender (collectively representing a) The Agents and the Required Lenders) agrees that, for Lenders agree that until the duration expiration of the Support Forbearance Period, the Agents and the Lenders will temporarily forbear from the exercise of their default-related remedies against the Borrower or any other Loan Party solely to the extent the availability of such remedies arises exclusively from the Designated Defaults; provided that the Borrower shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default. "FORBEARANCE PERIOD" means the period beginning on the Effective Date (as defined in Section 10 below) and ending on the earliest to occur of (any such occurrence being a "TERMINATION EVENT"): (i) December 31, 2001, (ii) the occurrence of any Default other than a Designated Default, (iii) the commencement by any holder of Debt of the Borrower or any of its Subsidiaries (or by any indenture trustee or agent therefor), other than (x) Debt outstanding under the Loan Documents and (y) Debt held by no more than two entities in an aggregate principal amount not in excess of $500,000, of the exercise of any remedy or the taking by any such party of any other action in furtherance of collection or enforcement of any claim or Lien against the Borrower, any such Subsidiary or any of their respective assets, or (iv) failure by the Borrower to comply with any of its obligations under this Agreement or the October Forbearance Agreement. Effective on the Effective Date, this Section 2(a) replaces in its entirety Section 2(a) of the October Forbearance Agreement. Except as modified pursuant to this Section 2(a) and Section 6 herein, all the terms of the October Forbearance Agreement (including without limitation the covenants set forth in Section 5 thereof) remain in full force and effect. (b) Upon a Termination Event, the agreement of the Agents and the Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower waives. The Borrower agrees that the Agents and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) all of the Credit Agreement)Defaults, (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreementincluding, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubtlimitation, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofDesignated Defaults.

Forbearance. Each Consenting Term Lender From and after the Effective Date (collectively representing as defined below) and through the Required Lendersearlier of: (i) 4:30 p.m. Eastern Daylight Time on June 26, 2020, (ii) 4:30 p.m. Eastern Daylight Time on the third business day after the occurrence of the matters set forth on Schedule 3, and (iii) the occurrence and continuance of a Triggering Event (as defined herein) (the “Forbearance Period”), each of the Participating Counterparties shall and hereby agrees to forbear from exercising any of its rights or remedies, as applicable, under its respective Applicable Agreements in respect of the Acknowledged Events of Default; provided that, for without limiting and subject to the duration foregoing, each Participating Counterparty shall be permitted during the Forbearance Period to request, demand, or provide notice of margin, collateral or payments under the Applicable Agreements or other applicable law; provided further that nothing contained herein will prevent a Participating Counterparty from exercising any such rights or remedies that are required by FINRA Rule 4210 as long as the applicable Participating Counterparty has exercised good faith efforts to obtain a waiver of, an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210. Except as expressly set forth in this Agreement, nothing contained in this Agreement shall be deemed to constitute a waiver of any Acknowledged Event of Default or any other default, event of default or termination event under any of the Support Applicable Agreements or an amendment, supplement or modification of any term or condition of any of the Applicable Agreements. Upon the termination of the Forbearance Period, the agreement of the Participating Counterparties to forbear as set forth in connection this Section 1 shall be void ab initio and immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind (including any written notice of such termination or any obligation to provide notice of any default, event of default, termination event or exercise of remedies that may be required under such Applicable Agreement), all of which are hereby waived by the Companies. The Companies hereby acknowledge and agree that, upon the termination of the Forbearance Period, the Participating Counterparties that are party hereto may at any time, and from time to time, in their sole and absolute discretion, with respect to the Acknowledged Events of Default or any other default or event of default arising that may have occurred under the Credit Agreement Applicable Agreements, exercise against any applicable Seller Entity (and its properties) any and all of their rights, remedies, powers and privileges under and in connection accordance with the Restructuring (including pursuant to Section 7.01(e) such Applicable Agreements, applicable law and/or equity, all of which rights, remedies, powers and privileges are fully reserved by each of the Credit Agreement)Participating Counterparties, (i) each Consenting Term Lender shall forbear from (A) commencing and without regard to any judicial enforcement proceedings against the Company grace or any notice periods provided under such Applicable Agreements, all of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) which shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofexpired.

Forbearance. Each Consenting Term Lender (collectively representing the Required Lenders) agrees that, for the duration Provided that each of the Support Credit Parties complies with all of the requirements contained in this Agreement, the Credit Agreement and the other Credit Documents (other than the Existing Events of Default or the failure to make a Required Payment (as hereinafter defined)), the Banks executing this Agreement shall forbear from enforcing their remedies with respect to the Existing Events of Default and with respect to failures to make any principal amortization payments scheduled to be made (each, a "Required Payment") during the period (the "Forbearance Period") commencing on the date hereof and ending on the earliest to occur of the following: (a) December 14, in connection with 2001, (b) the termination of the period during which the holders of the Mezzanine Subordinated Note Documents are required under that certain Subordination Agreement dated as of August 11, 2000 by and among the Parent, the Borrower, the Administrative Agent on behalf of the Banks, and the holders of the Mezzanine Subordinated Note Documents (the "Mezz Debt Subordination Agreement") to refrain from exercising their remedies as a result of a default under the Mezzanine Subordinated Note Documents (the "Subordinated Debt Standstill Period"), or (c) the date upon which there occurs any default Default or event Event of default arising Default under the Credit Agreement in connection with or the Restructuring other Credit Documents (including pursuant other than the Existing Events of Default or the failure to Section 7.01(emake a Required Payment) or the date upon which any of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing Parties fails to comply with any judicial enforcement proceedings against of the Company requirements set forth herein or any terms and provisions hereof. At the end of its subsidiariesthe Forbearance Period, (B) exercising (if Borrower has not paid, in full, all amounts due and owing hereunder or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit AgreementAgreement and the other Credit Documents (including, including without limitation pursuant limitation, all of the Required Payments), and/or if the Borrower has not cured the Existing Events of Default to Article 7 thereofthe full satisfaction of the Required Banks in their respective sole and absolute discretion, then the Banks may immediately commence, proceed or otherwise continue with any or all rights and remedies available under the Credit Agreement and the other Credit Documents, under applicable law or otherwise, without any notice or demand to any Credit Document (Party or any other party, but as defined in among the Credit Agreement) or otherwise by contractAgents and the Banks, in law or in equity, (C) requesting that subject to the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 provisions of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed with respect to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, exercising remedies. This Agreement is an accommodation to the extent provided Credit Parties and the Credit Parties remain bound to perform their respective obligations under the Credit Agreement. For Agreement and the avoidance of doubt, the forbearance set forth other Credit Documents except as otherwise provided in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof.

Forbearance. Each Consenting Term Lender (collectively representing a) The Servicer and the Required Lenders) agrees that, for Borrower hereby notify the duration Forbearing Parties that the aggregate outstanding principal amount of the Support Period, in connection with any default or event of default arising loans and all accrued fees and interest and other obligations owing under the Credit Agreement LEAF III RLSA will not be paid in connection with full on or prior to the Restructuring “Facility Maturity Date” under and as defined in the LEAF III RLSA (including pursuant to Section 7.01(e) such condition, the “LEAF III Breach”). As a result of the Credit Agreement)LEAF III Breach, (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against of the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent events set forth on Schedule A attached hereto under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document LEAF III RLSA will occur on the “Facility Maturity Date” (as defined in the Credit AgreementLEAF III RLSA) or otherwise by contract(collectively, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any “LEAF III Maturity Failures”). The occurrence of each of the actions LEAF III Maturity Failures will cause each of the events set forth on Schedule B attached hereto solely in foregoing clauses connection with the LEAF III Breach (A) through (C) the “LEAF II Maturity Failures”), and (ii) no additional interest shall accrue entitles the Forbearing Parties to exercise rights and remedies pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during RLSA and the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period Transaction Documents absent the forbearance provided for hereunder. For the period commencing upon the occurrence of the LEAF III Maturity Failures on November 1, 2009 and ending on the close of business on December 1, 2009 (the “Forbearance Period”), the Forbearing Parties will forbear from exercising their rights and remedies resulting solely from the LEAF II Maturity Failures; provided, however that notwithstanding the foregoing (a) during the Forbearance Period the Interest Rate with respect to the Loans shall be the Default Funding Rate as provided for in Section 2.03(c) of the RLSA on each date during the Forbearance Period and (b) on each Remittance Date during the Forbearance Period, funds held in the Collection Account shall be distributed in accordance with Section 2.04 of the RLSA, as amended hereby, since the Facility Maturity Date shall have occurred on the date hereof. On the Facility Maturity Date, the Program Termination Event set forth in this Section 3(fclause (iii) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or definition thereof in the Administrative Agent, RLSA will occur (the “Maturity Event”) and will entitle the Forbearing Parties to exercise rights and remedies pursuant to the extent RLSA and the other Transaction Documents absent the forbearance provided under the Credit Agreementfor hereunder. For the avoidance period commencing upon the occurrence of doubtthe Facility Maturity Date and ending on the close of business on December 1, 2009 (the “Maturity Event Forbearance Period”), the Forbearing Parties will forbear from exercising their rights and remedies resulting solely from the Maturity Event; provided, however that notwithstanding the foregoing (a) during the Maturity Event Forbearance Period the Interest Rate with respect to the Loans shall be the Default Funding Rate as provided for in Section 2.03(c) of the RLSA on each date during the Maturity Event Forbearance Period and (b) on each Remittance Date during the Maturity Event Forbearance Period, funds held in the Collection Account shall be distributed in accordance with Section 2.04 of the RLSA, as amended hereby, since the Facility Maturity Date shall have occurred on the date hereof. The forbearance provided herein shall not extend to any Event of Default, Program Termination Event or Servicer Default other than the LEAF II Maturity Failures and the Maturity Event, as applicable, and all of the Forbearing Parties’ rights and remedies with respect thereto are hereby reserved. Further, the forbearance set forth in this Section 3(f) provided herein shall not itself constitute a waiver derogate from the Forbearing Parties’ rights to collect, reserve and/or apply proceeds of Pledged Assets to payment of outstanding liabilities as may be specifically provided for in the RLSA and the other Transaction Documents. If the foregoing forbearance is not extended by the Forbearing Parties by the end of the Forbearance Period with respect to any defaults the LEAF II Maturity Failures or events of default the Maturity Event Forbearance Period with respect to the Maturity Event, the Borrower and the Servicer hereby acknowledge that the LEAF II Maturity Failures and the Maturity Event, respectively, shall exist and that the Lender shall be fully entitled to declare the Program Termination Date and each Forbearing Party shall be fully entitled to exercise all other rights and remedies with respect thereto under the Credit Agreement, RLSA and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofother Transaction Documents.

Forbearance. Each Consenting Term Lender Bank agrees to forebear until December 31, 2001 (collectively representing the Required LendersForbearance Period") agrees thatfrom exercising its remedies under the Existing Loan Documents, notwithstanding Borrower's existing default under the Loan Agreement as a result of Borrower's failure to meet the Adjusted Quick Ratio for the duration of quarter ending September 2001, (the Support Period, in connection with foregoing being referred to as "Existing Defaults") or any default or event of default arising future breaches under the Credit Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement (as so modified, the "Loan Documents"). By signing below, Borrower acknowledges that they are currently in default and as a result of such default, Bank is entitled to exercise its remedies as provided in the Existing Loan Documents and as provided under applicable law. Nothing in this Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) any way shall constitute Bank's waiver of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any Borrower's Existing Defaults. A breach by Borrower of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance terms set forth in this Section 3(fAgreement or the occurrence of any default (other than the Existing Defaults) under the Existing Loan Documents shall result in immediate termination of Bank's forbearance, whereupon Bank, at its option, without any notice to Borrower, may immediately cease making any Advances and may immediately exercise any remedies available to Bank under the Existing Loan Documents and this Agreement, and under applicable law. Upon termination of the Forbearance Period described above, without any notice to Borrower, Bank may exercise any remedies available to Bank under the Loan Documents and under applicable law. In addition, Bank's agreement to continue to forbear from enforcing its remedies under the Existing Loan Documents until the end of the Forbearance Period, notwithstanding Borrower's Existing Defaults under the Existing Loan Documents, (a) in no way shall be deemed an agreement by Bank to have accrued waive Borrower's compliance with all other terms of the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement and (b) shall not limit or impair Bank's right to demand strict performance of all other terms and covenants as of any date. The Borrower further agrees that the date exercise of any rights or remedies allowed to Bank when an Event of Default occurs, as provided for in the Existing Loan Documents (the "Default Rights") upon termination of the Forbearance Period shall not be affected by reason of this AgreementAgreement and the Borrower shall not assert as a defense thereto the passage of time, without estoppel, laches or any further action by any Term Lender or the Administrative Agent, statute of limitations to the extent provided under that the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount exercise of any Claim, or exercising any rights under Default Rights was precluded by this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof.

Forbearance. Each Consenting Term Lender Upon the effectiveness of this Agreement and until the Forbearance Termination Date (collectively representing defined below) (the Required Lenders"Forbearance Period") agrees that, for the duration of Administrative Agent and the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender Lenders shall forbear from (A) commencing any judicial enforcement proceedings against making demand upon the Company Notes or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent pursuing their remedies under the Credit Agreement, including without limitation pursuant the Security Documents or the other Loan Documents. Additionally, the Lenders shall continue to Article 7 thereofadvance Revolving Credit Loans to the Borrower, any Credit Document (as defined subject to the other conditions contained in the Credit Agreement) or otherwise by contractAgreement PROVIDED that during the period from November 30, in law or in equity2001 to December 14, (C) requesting that 2001, the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any sum of the actions outstanding Revolving Credit Loans, the Maximum Drawing Amount and the Unpaid Reimbursement Obligations may exceed the Maximum Amount (but not any other component of Adjusted Availability) so long as such sum does not exceed $350,000,000; from December 15, 2001 to December 27, 2001, the sum of the outstanding Revolving Credit Loans, the Maximum Drawing Amount and the Unpaid Reimbursement Obligations may exceed the Maximum Amount (but not any other component of Adjusted Availability) so long as such sum does not exceed $345,000,000; and thereafter, the sum of the outstanding Revolving Credit Loans, the Maximum Drawing Amount and the Unpaid Reimbursement Obligations may not exceed the Maximum Amount (i.e. $337,000,000). If at any time the sum of the outstanding Revolving Credit Loans, the Maximum Drawing Amount and the Unpaid Reimbursement Obligations exceeds the Maximum Amount, notwithstanding the provisions hereof, an Event of Default, and as applicable, an Identified Event of Default shall have occurred. During the Forbearance Period, the Revolving Credit Loans will bear interest at the rate specified in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 5.10.2 of the Credit Agreement; provided however, the Agents and the Lenders agree that if such increase (2%) shall be fully earned and accrue on a daily basis, but shall be payable on the earliest of (a) Xxxxx 00, 0000, (x) the date of confirmation of a Reorganization Plan, (c) the date the Agents and the Lenders, after stay termination exercise relief from stay or otherwise pursue their remedies against their Collateral, or (d) the date any of the Cases are converted to Chapter 7. Nothing contained in this Agreement is terminated during forbearance agreement shall be construed to imply a willingness on the Support Period part of any Lender to grant any similar or other than pursuant to Section 5(e) future forbearance or Section 5(c)(i) hereof, waiver of any interest that would have otherwise accrued pursuant to Section 2.07 of the terms and conditions of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofother Loan Documents.

Forbearance. Each Consenting Term Lender (collectively representing the Required Lenders) agrees that, for the duration Subject to all of the Support Periodterms and conditions set forth herein, in connection with any default or event of default arising the Agent and the Purchasers agree to forbear from exercising their rights and remedies under the Credit Agreement in connection Transaction Documents solely with respect to the Restructuring Specified Events of Default, until that date (including pursuant the “Forbearance Termination Date”) which is the earliest to Section 7.01(e) of the Credit Agreement), occur of: (i) each Consenting Term Lender shall forbear from April 22, 2024 (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and “Outside Termination Date”); (ii) no additional interest shall accrue pursuant to Section 2.07 the date on which any Event of the Credit Agreement; provided that if this Agreement is terminated during the Support Period Default (other than pursuant the Specified Events of Default) occurs; and (iii) the date on which any Credit Party fails to Section 5(e) or Section 5(c)(i) hereof, comply with any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance term set forth in this Section 3(fAgreement, including, without limitation, the failure of any Credit Party to meet any Restructuring Milestone by the Applicable Deadline. As used herein, the term “Forbearance Period” shall mean the period beginning on the Forbearance Effective Date (as defined below) shall be deemed to have accrued as and ending on the Forbearance Termination Date. Each Credit Party acknowledges and expressly agrees that on and after the Forbearance Termination Date, the Agent and the Purchasers may, in accordance with the terms of the date Transaction Documents, whether with respect to the Specified Events of termination Default or other Events of Default, if any, enforce any or all of their rights and remedies under or in respect of this Agreement, the Securities Purchase Agreements, any of the other Transaction Documents or applicable law, including, without limitation, the right: (i) to commence any further legal or other action to collect any or all of the Obligations from any or all of the Credit Parties and any other person liable therefor and/or any Collateral; (ii) to foreclose or otherwise realize on any or all of the Collateral and/or as appropriate, set-off or apply to the payment of any or all of the Obligations, any or all of the Collateral; (iii) to vote Collateral consisting of equity interests by proxy; (iv) to exercise dominion over cash in deposit accounts; (v) to take any other enforcement action or otherwise exercise any or all rights and remedies provided for by any Term Lender or all of the Administrative AgentSecurities Purchase Agreements, the other Transaction Documents or applicable law; and (vi) to the extent provided under reject any subsequent forbearance, financial restructuring or other proposal made by or on behalf of the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent Parties or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, their creditors or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofequity holders.

Forbearance. Each Consenting Term Lender (collectively representing The Company and Xxxxx acknowledge the Required Lenders) agrees that, for the duration existence of the Support Specified Defaults, including the failure of Facility Substantial Completion and Final Completion to be achieved. Subject to the terms and conditions set forth herein, throughout the period commencing on the date of this Agreement and ending on June 29, 2011 (the “Forbearance Period”), the Lenders, the Administrative Lender, the Administrative Agent and the Collateral Agent (acting at the written direction of the Administrative Lender) hereby agree to forbear from exercising any and all available default rights and remedies under the Agreement, the Notes. the Account and Security Agreement, the deeds of trust creating the Liens described in Article XI of the Account and Security Agreement, the Class B Investors Pledge Agreement and the Special Interest Investors Pledge Agreement and at applicable law as the result of the occurrence and continuance of the Specified Defaults. The Company and Xxxxx acknowledge and agree that the foregoing agreement to forbear exercising such default rights and remedies throughout the Forbearance Period shall not constitute a waiver of the Specified Defaults or a waiver of any other Credit Agreement Event of Default or Credit Agreement Default that is not waived by Section 3 of this Forbearance Agreement, and that the Lenders, the Administrative Lender, the Administrative Agent and the Collateral Agent expressly reserve all such default rights and remedies. The Company and Xxxxx further acknowledge and agree that the Lenders, the Administrative Lender, the Administrative Agent and the Collateral Agent may exercise any and all such default rights and remedies at any time following the earliest to occur of (a) the expiration of the Forbearance Period, (b) the occurrence during the Forbearance Period of any additional Credit Agreement Default or Credit Agreement Event of Default, other than those potential Credit Agreement Defaults or Credit Agreement Events of Default expressly waived in connection with Section 3 of this Forbearance Agreement (including, without limitation, any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit this Forbearance Agreement), or (ic) each Consenting Term Lender shall forbear from any of MLE, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (A) commencing “MLP”), UTC, the Company, Xxxxx or any judicial enforcement proceedings of their respective Affiliates takes any action against the Facility, any other collateral for the Advances (including, without limitation, the additional collateral described in Article XI of the Account and Security Agreement), the Company or Xxxxx or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and Affiliates which the Administrative Agent under Lender believes would materially adversely affect the Credit Agreementinterests of the Lenders, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) intoLender, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or the Collateral Agent (any Consenting Term Lender from filing of the events described in clause (a), (b) or (c), a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof“Forbearance Termination Event”).

Forbearance. Each Consenting Term Lender (collectively representing The Borrower has requested that the Required Lenders) agrees that, for Administrative Agent and the duration Lenders forbear from exercising the rights and remedies available to them with respect to the Borrower and its Subsidiaries as a result of the Support PeriodSubject Events (hereinafter defined) during the period from the date hereof to and including October 31, in connection 2001. The Administrative Agent and the Determining Lenders hereby agree to forbear from instituting the Default Rate, prohibiting Advances from being continued as or converted into LIBOR Advances, and exercising the rights and remedies available to them with respect to the Borrower and its Subsidiaries as a result of the Subject Events, other than Blockage Rights, from the date hereof to and including October 31, 2001, subject to the terms of this Agreement and subject to the occurrence of no further Event of Default. Upon the earlier of (i) the occurrence of any default Event of Default, other than as a result of the Subject Events, (ii) the commencement of any collection action by the holders of the Senior Subordinated Notes or event any trustee or representative thereof, or (iii) October 31, 2001, the Administrative Agent's and the Determining Lenders' agreement herein to forbear from instituting the Default Rate, prohibiting Advances from being continued as or converted into LIBOR Advances, and exercising the rights and remedies available to them with respect to the Borrower and its Subsidiaries as the result of default arising the Subject Events (other than Blockage Rights) shall at the option of the Determining Lenders immediately terminate, and the Administrative Agent and the Lenders shall be entitled immediately to exercise any and all rights and remedies available under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement)and any other Loan Document, (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiariesat law, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) intoor otherwise, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, protest, or continue Loans asother formalities of any kind, Eurodollar Loans (as defined in all of which are hereby expressly waived by the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of Borrower. The Borrower hereby acknowledges its noncompliance with the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as a result of the date Subject Events, acknowledges the existence of termination an Event of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit AgreementDefault, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under acknowledges that this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof.Fourth Amendment constitutes

Forbearance. Each Consenting Term Lender (collectively representing a) In reliance upon the Required Lenders) agrees thatrepresentations, for the duration warranties and covenants of the Support PeriodLoan Parties contained in this Forbearance, in connection with any default or event and subject to the terms and conditions of default arising this Forbearance, the Administrative Agent and the other Secured Parties party hereto agree to forbear during the Forbearance Period from exercising their rights and remedies under the Credit Agreement and the Loan Documents or applicable law or otherwise in connection with respect of or arising out of the Restructuring Existing Defaults. (including b) Unless the Obligations (other than contingent indemnification obligations not yet accrued and payable) have been satisfied in full and the Outstanding Amount of the L/C Obligation related to each outstanding Letter of Credit shall constitute (and be deemed issued as) a Letter of Credit under, and as defined in, that certain debtor-in-possession credit agreement contemplated in the Interim DIP Order or has been cash collateralized or, if satisfactory to the L/C Issuer in its sole discretion, a backstop letter of credit is in place, upon the expiration or termination of the Forbearance Period, the agreement of the Administrative Agent and the other Secured Parties party hereto to forbear shall automatically and without further action terminate and be of no force and effect, it being expressly agreed that the effect of such termination will be to permit the Administrative Agent and the other Secured Parties party hereto to exercise immediately all rights and remedies under the Credit Agreement and the Loan Documents and applicable law, including, but not limited to accelerating all of the Obligations under the Credit Agreement and the Loan Documents, in each case without any further notice to any Loan Party, passage of time or forbearance of any kind. (c) Without limiting the foregoing, the Required Lenders hereby direct the Administrative Agent during the Forbearance Period not to: (i) deliver a notification of a Cash Dominion Event to any Loan Party pursuant to Section 7.01(e2.05(b)(iii) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and ; (ii) no additional interest shall accrue pursuant deliver a notification to Section 2.07 any Borrower denying any request on the conversion or continuation of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) any Eurocurrency Rate Loans, EURIBOR Loans or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender CDOR Loans or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount conversion of any Claim, Loans in Alternative Currency to Loans denominated in Dollars; (iii) charge Default Rate on any Loans or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof.other Obligations; or

Forbearance. Each Consenting Term Lender (collectively representing a) During the Required Lenders) agrees thatForbearance Period (as defined below), for the duration Agent, the Collateral Agent, the Facing Agent and the Lenders will not exercise any of the Support Periodtheir rights or remedies (including, in connection with any default or event without limitation, under Section 7.21 of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent documents executed pursuant thereto) under the Credit Agreement, including without limitation the Loan Documents or applicable law with respect to the Disclosed Defaults other than delivery of a Payment Blockage Notice, as defined in and pursuant to Article 7 thereofthe terms and conditions of, the Senior Subordinated Note Indenture, and the enforcement of any Credit Document rights with respect to such Payment Blockage Notice and any other actions reasonably related to the enforcement of such rights. For purposes of this Agreement, "Forbearance Period" means the period commencing on the Effective Date and terminating on the earlier of (i) April 30, 2002; (ii) the occurrence of an Additional Default (as defined in the Credit Agreementbelow) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of under the Credit Agreement; provided (iii) any payment is made by Borrower or any Credit Party under or in respect to the Senior Subordinated Note Indenture, the Senior Subordinated Notes, or any other Senior Subordinated Document, or the Trustee or any Holder (as such terms are defined in the Senior Subordinated Note Indenture) exercises any rights or remedies under the Senior Subordinated Documents or under applicable law; (iv) notification by Agent to Borrower in writing that if the Required Lenders have elected to terminate the Forbearance Period following an acceleration of the indebtedness evidenced by the Senior Subordinated Documents; (v) any representation or warranty made by any of the Credit Parties under this Agreement or any agreement, instrument or other document executed or delivered by any of the Credit Parties in connection with this Agreement is terminated during incorrect or misleading in any material respect when made or deemed made; and (vi) the Support Period occurrence of (or the Lenders' awareness of any facts or conditions previously unknown with respect to) any adverse change which has, or is reasonably likely to have, a material adverse effect on (A) the business, financial condition, assets, liabilities, prospects or results of operations of Holdings and its Subsidiaries taken as a whole, (B) the ability of any Credit Party to perform its respective obligations under any Loan Document to which it is a party, or (C) the validity or enforceability (other than pursuant to Section 5(ein accordance with its terms) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during or any of the Support Period absent Loan Documents or the rights or remedies of Agent, the Collateral Agent, the Facing Agent and the Lenders thereunder. The forbearance provisions set forth in this Section 3(f3(a) shall be deemed to have accrued shall, as of the date of termination of this AgreementEffective Date, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, supersede in their entirety the forbearance provisions set forth in this Section 3(f3(a) shall not itself constitute a waiver with respect of the Sixth Amendment to any defaults or events Amended and Restated Credit Agreement and Forbearance Agreement dated as of default under February 26, 2002 among Holdings, Borrower, Agent and the Credit AgreementLenders, as amended by the Forbearance Extension Agreement dated as of March 12, 2002 among Holdings, Borrower, Agent and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofLenders.

Forbearance. Each Consenting Term Lender (collectively representing the Required Lenders) agrees that, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), So long as (i) each the Securities Purchase Agreement remains in effect and (ii) the Company has not become a debtor under the Bankruptcy Code, the Consenting Term Lender Noteholder acknowledges and agrees that it shall forbear for sixty (60) days following the execution hereof, from exercising (Aa) commencing the right to receive principal of, and interest on, any judicial enforcement security held by the Consenting Noteholder, (b) the filing of a notice of default, the taking of any action to accelerate or otherwise collect on any security held by the Consenting Noteholder, (c) pursuing any rights or remedies (including acceleration of amounts due thereunder) available under any security held by the Consenting Noteholder and (d) the commencement of litigation or proceedings (including arbitration) of any kind or nature against the Company or any of its respective subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to arising as the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor result of, or in connection with, any current failure to pay the principal of, or interest on any security held by the Consenting Noteholder, or a default under any security held by the Consenting Noteholder or in respect of any other rights or remedies of the Consenting Noteholder under any security held by the Consenting Noteholder or the indenture that governs any security held by the Consenting Noteholder or agreements between the Company and the Consenting Noteholder. After the Company becomes a debtor under the Bankruptcy Code, the Consenting Noteholder shall be entitled to exercise any rights or remedies it has in connection with the Bankruptcy Cases; provided, however, that so long as both this Agreement and the Securities Purchase Agreement remain in effect, the Consenting Noteholder agrees to exercise such rights and remedies only in a manner consistent with the provisions of the Securities Purchase Agreement. For purposes of certainty, the parties hereto acknowledge that the Consenting Noteholder specifically preserves whatever rights it may have to compel the Companies to fulfill their fiduciary duties in connection with the Securities Purchase Agreement or in the Chapter 11 Cases. Restrictions on Transfer. So long as this Agreement remains in effect, the Consenting Noteholder agrees that it shall not, without the prior written consent of the Company, (a) sell, transfer, assign, pledge, gift or otherwise taking any action to direct, instruct or authorize any Person to undertake dispose of any of the actions its Restricted Claims in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) whole or Section 5(c)(i) hereofin part, or any interest that would have otherwise accrued pursuant therein, unless the transferee thereof accepts such Restricted Claims subject to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination terms of this Agreement, without any further action as evidenced by any Term Lender or the Administrative Agent, an agreement executed by such transferee and delivered to the extent provided under Company prior to the Credit Agreement. For transfer that provides, among other things, that the avoidance Company is an express third-party beneficiary of doubtsuch agreement or (b) grant any proxies, the forbearance set forth in this Section 3(f) shall not itself constitute deposit any of its Restricted Claims into a waiver voting trust, or enter into a voting or tendering agreement with respect to any defaults or events of default under the Credit Restricted Claims, unless such arrangement provides for compliance with this Agreement. In the event that the Consenting Noteholder transfers such Restricted Claims prior to the last date for voting on the Plan, the transferee of such Restricted Claims shall comply with and shall not bar be subject to all the Administrative Agent or any Consenting Term Lender from filing a proof terms of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating including, but not limited to, the Consenting Noteholder's obligations to vote in favor of the Plan and shall, as a condition precedent to such transfer, execute an agreement with the Company and the Investors on terms substantially identical in all material respects to the terms of this Agreement pursuant to Section 5(b) hereofand a ballot indicating its acceptance of the Plan.

Forbearance. Each Consenting Term Lender Credit Party specifically acknowledges the existence and continuation of the Specified Default as of the date that the Specified Default occurs. In reliance on the representations, warranties, covenants and agreements contained in this Agreement, and subject to the satisfaction of each condition precedent set forth in Section 4 hereof but only so long as the Termination Date shall not have occurred and except as permitted by this Agreement, the Administrative Agent, the Issuing Bank and the Lenders party hereto hereby agree to forbear (collectively representing and, in the Required case of such Lenders, hereby direct the Administrative Agent to forbear) agrees during the Forbearance Period from exercising their rights and remedies under the Loan Documents and applicable law arising as a result of the occurrence or continuance of the Specified Default; provided, however, that, for notwithstanding the duration foregoing, commencing on the Forbearance Effective Date and continuing so long as any Event of Default exists, (i) all Loans outstanding shall bear interest in accordance with Section 3.2 of this Agreement and (ii) each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Support Period, Interest Period applicable thereto in connection accordance with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e2.04(e) of the Credit Agreement). Notwithstanding the foregoing, (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action granted by any Term Lender or the Administrative Agent, the Issuing Bank and the Lenders shall not constitute, and shall not be deemed to constitute a waiver of the extent provided Specified Default or of any other Default or Event of Default under the Loan Documents. On and after the Termination Date, the Administrative Agent’s, the Issuing Bank’s and the Lenders’ agreement hereunder to forbear shall terminate automatically without further act or action by any of such Persons, and the Administrative Agent, the Issuing Bank and the Lenders shall be entitled to exercise any and all rights and remedies available to them under this Agreement or the other Loan Documents, at law, in equity or otherwise without any further lapse of time, expiration of applicable grace periods or requirements of notice, all of which are hereby expressly waived by each Credit AgreementParty. For the avoidance of doubt, the foregoing forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect prohibit the Administrative Agent from delivering notices relating to any defaults other Defaults, Events of Default (other than the Specified Default) or events a Termination Event. For the avoidance of default under doubt, to the Credit Agreement, and shall not bar extent that the Administrative Agent or any Consenting Term Lenders or any of their Affiliates is a party to any Swap Agreement with any Credit Party, the Administrative Agent and such Lenders are signing this Agreement solely in their capacity as the Administrative Agent or a Lender from filing under the Loan Documents, as applicable, and nothing in this Agreement shall prohibit any party to any Swap Agreement with a proof of claim, taking action Credit Party to establish the amount of any Claim, or exercising exercise any rights or remedies it may have under this Agreement, any such Swap Agreement (including terminating this Agreement pursuant to Section 5(bsetoff rights against the Loans or otherwise) hereofat any time (including during the Forbearance Period).

Forbearance. Each Consenting Term Lender hereby agrees to forbear from exercising its rights and remedies available to it as a result of the Existing Defaults, during the forbearance term (collectively representing the Required Lenders“Forbearance Term”) agrees thatwhich shall expire on the earlier of: (a) the occurrence of any Event of Default (other than the Existing Defaults) under the Documents, (b) a breach of any of Borrower’s obligations or covenants under this Agreement, (c) if any case is commenced or a petition is filed against Borrower under any bankruptcy or debtor relief law; a receiver, liquidator or trustee of Borrower or any material asset of Borrower is appointed; any material asset of Borrower is sequestered by court order; Borrower voluntarily seeks, consents to or acquiesces in the benefit of any provision of any bankruptcy or debtor relief law; Borrower makes an assignment for the duration benefit of its creditors or admits in writing its inability to pay its debts generally as they become due; or (d) November 15, 2011. The occurrence of any of the Support Periodforegoing shall immediately operate to terminate the Lenders’ agreement to forbear hereunder. Upon such termination, in connection with any default or event of default arising Lenders shall have no further obligation to forbear under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement)Documents, (i) each Consenting Term Lender shall forbear from (A) commencing and may exercise any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy and all rights and remedies available to the Consenting Term Lenders and the Administrative Agent them under the Credit AgreementDocuments, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in at law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any . Any extension of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 forbearance period beyond November 15, 2011 or amendment or modification of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) Forbearance Documents shall be deemed on terms and conditions acceptable to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, Lenders and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofat Lenders’ sole and absolute discretion.

Forbearance. Each Consenting Term Lender (collectively representing The Company hereby requests, and the Required Lenders) Investor hereby agrees that, for prior to the duration Redemption Deadline, the Investor shall forbear from enforcing the remedies available to the Investor under the Existing Securities and in respect of the Support PeriodExisting Defaults, in connection with any default including but not limited to demand for Late Fees (“Forbearance”). The Forbearance shall terminate and be of no further force or event of default arising under effect on the Credit Agreement in connection with the Restructuring (including pursuant earliest to Section 7.01(e) occur of the Credit Agreement), following (the earliest such date being referred to herein as the “Termination Date”): (i) each Consenting Term Lender shall forbear from (A) commencing the date, if any, on which a petition for relief under the United States Bankruptcy Code or any judicial enforcement proceedings similar state law is filed by or against the Company or any of its subsidiariesMx. Xxxxx Xxxxxxxxx, (Bii) exercising the date that the Company or Mx. Xxxxxxxxx defaults (following the provision of written notice and the expiration of any applicable period of cure) on any obligations under the Existing Securities other than the Existing Defaults, (iii) The Redemption Deadline if the Redemption has not occurred in full by such date and (iv) the Company is no longer current with its periodic reports filed with the Commission. Following the Termination Date, the Investor’s agreement hereunder to forbear shall automatically and without further notice or directing action terminate and be of no force and effect, it being understood and agreed that the effect of the occurrence of the Termination Date will be to permit the Investor to exercise such rights and remedies hereunder, under the Existing Securities, or applicable law, immediately without any Person to exercise) further notice, passage of time or forbearance of any remedy available kind, including but not limited to the Consenting Term Lenders collection of any Late Fees that accrued prior to the Termination Date. The Company and Mx. Xxxxxxxxx agree, severally and jointly (to the Administrative Agent under extent Mx. Xxxxxxxxx is liable on such Obligations), that all of the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document Obligations (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue Security Agreement pursuant to Section 2.07 of which the Credit Agreement; provided that Existing Securities were issued shall, if this Agreement not sooner paid, be absolutely and unconditionally due and payable in full in cash or other immediately available funds by the Company and Mx. Xxxxxxxxx, severally and jointly (to the extent Mx. Xxxxxxxxx is terminated during liable on such Obligations), on the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued Termination Date. Except as of the date of termination of expressly modified by this Agreement, without any further action by any Term Lender or the Administrative AgentCompany and Mx. Xxxxxxxxx hereby acknowledge, to confirm and ratify all of the extent provided under the Credit Agreement. For the avoidance terms and conditions set forth in, and all of doubtits obligations under, the forbearance set forth Existing Securities, which agreements are valid, binding and in this Section 3(f) shall not itself constitute a waiver full force and effect. The Company and Mx. Xxxxxxxxx each represent and agree that neither the Company nor Mx. Xxxxxxxxx has any offset, defense, counterclaim, dispute or disagreement of any kind or nature whatsoever with respect to any defaults the liability or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofthe Obligations.

Forbearance. (a) Each Consenting Term Lender (collectively representing the Required Lenders) agrees that, for the duration of the Support Period, in connection with any default or event of default arising under Class A-1 Certificateholders agrees that until the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) expiration of the Credit AgreementForbearance Period (as defined below), it will not, as part of a majority in interest of Fractional Undivided Interests in the Class A-1 Trust or in any other capacity direct the Class A-1 Trustee, when the Class A-1 Trustee is the Controlling Party or otherwise, to cause the Subordination Agent and the Mortgagees to exercise any of their default-related remedies against Atlas solely to the extent the availability of such remedies arises exclusively from the Specified Defaults (the "CLASS A-1 FORBEARANCE"). Each of the Class A-1 Certificateholders further agrees (i) each Consenting Term Lender to join in executing and causing to be delivered to the Class A-1 Trustee, with a copy to the Subordination Agent and Mortgagees, at or about the time that a Specified Default occurs, a letter (a "FORBEARANCE INSTRUCTION LETTER") instructing the Class A-1 Trustee to instruct the Subordination Agent and Mortgagees (an "INSTRUCTION LETTER TO SUBORDINATION AGENT AND MORTGAGEES") to forbear from exercising any default-related remedies until the Subordination Agent or Mortgagees receive instructions to the contrary ("CONTRARY INSTRUCTIONS") from the Class A-1 Trustee, which Forbearance Instruction Letter will instruct the Class A-1 Trustee not to give any such Contrary Instructions during the Forbearance Period unless it is directed to do so by the holders of a majority in interest of Fractional Undivided Interests in the Class A-1 Trust, (ii) to refrain from directing the Class A-1 Trustee to give any such Contrary Instructions during the Forbearance Period, and (iii) to provide to Atlas a copy of the Forbearance Instruction Letter (and, if such Class A-1 Certificateholder receives a copy of an Instruction Letter to Subordination Agent and Mortgagees, a copy of such letter) and a return receipt or other evidence indicating the delivery of the Forbearance Instruction Letter to the Class A-1 Trustee, provided that, (w) nothing in the Forbearance Instruction Letter, the Instruction Letter to Subordination Agent and Mortgagees, or in this Agreement is intended to or shall forbear prevent any Mortgagee, Subordination Agent, Class A-1 Trustee, Class A-1 Certificateholder or other person from (A) commencing giving notice of the occurrence of a Default under a Lease or Indenture (it being understood that, except for providing that notice of a Default may be given, this clause (A) does not limit or affect in any judicial enforcement proceedings against way the Company agreements of the Class A-1 Certificateholders that are set forth above in this Section 2(a), or any of its subsidiaries, (B) exercising (its right to cause one or directing any Person more LTV Appraisals to exercise) any remedy available be obtained pursuant to the Consenting Term Lenders and the Administrative Agent under the Credit Intercreditor Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in x) the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) Class A-1 Certificateholders shall not itself constitute a waiver be required to obtain any acknowledgement or agreement from the Class A-1 Trustee with respect to the Forbearance Instruction Letter and the Class A-1 Trustee shall not be required to obtain any defaults acknowledgement or events of default under agreement from the Credit AgreementMortgagees or Subordination Agent with respect to the Instruction Letter to Subordination Agent and Mortgagees, (y) the Class A-1 Certificateholders shall not be required to provide any indemnity or other inducement for the Class A-1 Trustee, Subordination Agent, or Mortgagees to comply with such Forbearance Instruction Letter or Instruction Letter to Subordination Agent and Mortgagees, and shall not bar (z) the Administrative Class A-1 Certificateholders give no representation or warranty as to the effect of such Forbearance Instruction Letter or Instruction Letter to Subordination Agent and Mortgagees or any Consenting Term Lender from filing a proof of claim, taking action as to establish whether the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant Class A-1 Trustee will in fact send such Instruction Letter to Section 5(b) hereofSubordination Agent and Mortgagees.

Forbearance. Each Consenting Term Lender (collectively representing The Company and Xxxxx acknowledge the Required Lenders) agrees that, for the duration existence of the Support Specified Defaults, including the failure of Facility Substantial Completion and Final Completion to be achieved. Subject to the terms and conditions set forth herein, throughout the period commencing on the date of this Agreement and ending on the applicable date set forth in the first sentence of Section 6 (the “Forbearance Period”), the Lenders, the Administrative Lender, the Administrative Agent and the Collateral Agent (acting at the written direction of the Administrative Lender) hereby agree to forbear from exercising any and all available default rights and remedies under the Agreement, the Notes. the Account and Security Agreement, the deeds of trust creating the Liens described in Article XI of the Account and Security Agreement, the Class B Investors Pledge Agreement and the Special Interest Investors Pledge Agreement and at applicable law as the result of the occurrence and continuance of the Specified Defaults. The Company and Xxxxx acknowledge and agree that the foregoing agreement to forbear exercising such default rights and remedies throughout the Forbearance Period shall not constitute a waiver of the Specified Defaults or a waiver of any other Credit Agreement Event of Default or Credit Agreement Default that is not waived by Section 3 of this Forbearance Agreement, and that the Lenders, the Administrative Lender, the Administrative Agent and the Collateral Agent expressly reserve all such default rights and remedies. The Company and Xxxxx further acknowledge and agree that the Lenders, the Administrative Lender, the Administrative Agent and the Collateral Agent may exercise any and all such default rights and remedies at any time following the earliest to occur of (a) the expiration of the Forbearance Period, (b) the occurrence during the Forbearance Period of any additional Credit Agreement Default or Credit Agreement Event of Default, other than those potential Credit Agreement Defaults or Credit Agreement Events of Default expressly waived in connection with Section 3 of this Forbearance Agreement (including, without limitation, any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit this Forbearance Agreement), (ic) each Consenting Term Lender shall forbear from any of MLE, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (A) commencing “MLP”), UTC, the Company, Xxxxx or any judicial enforcement proceedings of their respective Affiliates takes any action against the Facility, any other collateral for the Advances (including, without limitation, the additional collateral described in Article XI of the Account and Security Agreement), the Company or Xxxxx or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and Affiliates which the Administrative Agent under Lender believes would materially adversely affect the Credit Agreementinterests of the Lenders, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) intoLender, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or the Collateral Agent, and (d) the aggregate balance in the Security Accounts under the Account and Security Agreement being less than $175,000 at any Consenting Term Lender time from filing February 1 through February 24, 2011 or less than $250,000 at any time thereafter (any of the events described in clause (a), (b), (c) or (d) a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof“Forbearance Termination Event”).

Forbearance. Each Consenting Term Lender Foothill and Borrower hereby acknowledge that certain Events of Default previously disclosed to Foothill by Borrower (collectively representing including without limitation those certain Events of Default acknowledged and disclosed Foothill by Borrower in those certain letters from Borrower to Foothill, dated as of March 3, 1998 and May 8, 1998) have occurred and are continuing under the Required Lenders) Loan Agreement (the "Current Defaults"). Foothill hereby agrees thatto forebear from taking any action or exercising any of its remedies under the Loan Agreement with respect to the Current Defaults during the period from October 1, for 1998, through and including October 31, 1998; provided, however, that such forbearance shall apply only to the duration Current Defaults, shall not apply to any other Event of Default continuing as of the Support PeriodAmendment Date, or to any Event of Default that may occur after the Amendment Date. Further, this forbearance shall not constitute a waiver by Foothill of any of its rights or remedies under the Loan Agreement, but shall only constitute a limited forbearance. Furthermore, nothing contained in this letter shall diminish, prejudice or waive any of Foothill's rights or remedies under the Loan Agreement or applicable law, and Foothill hereby reserves all such rights and remedies. Anything contained in the foregoing to the contrary notwithstanding, Foothill's continued forbearance with respect to the Current Defaults shall be contingent on Borrower's successful consummation of the sale of certain of Borrower's radio stations to Catholic Radio Network, LLC ("CRN") pursuant to the transactions contemplated in the proxy statement with respect to the sale of such radio stations to CRN (the "Proxy"), in connection accordance with any default or event the approvals obtained from the holders of default arising under Borrower's Stock for such sale requested from the Credit Agreement holders in connection with the Restructuring (including pursuant Proxy, on or before October 31, 1998, and Borrower's failure to Section 7.01(e) of achieve the Credit Agreement), (i) each Consenting Term Lender foregoing on or before the date set forth above shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available terminate Foothill's agreement to the Consenting Term Lenders forgoing forbearance from and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of after the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofsuch failure.

Forbearance. Each Consenting Term Lender Bank agrees to forbear from exercising its rights and remedies under the Existing Loan Documents and at law (collectively representing "Default Rights") until the Required Lendersearlier of (a) agrees thatOctober 7, for 2003, or (b) the duration occurrence of a Default under this Agreement (the "Forbearance Period"), notwithstanding Borrower's existing default under the Loan Agreement as a result of Borrower's failure to comply with the Tangible Net Worth covenant set forth in Section 6.7 of the Support PeriodLoan Agreement, through the day of this Loan Modification and Forbearance Agreement (the foregoing being referred to as "Existing Defaults"), Hereinafter, the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement are hereinafter collectively called the "Loan Documents". By signing below, Borrower acknowledges that it is currently in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) and as a result of the Credit Agreement)Existing Defaults, (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of Bank is entitled to exercise its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (remedies as defined provided in the Credit AgreementExisting Loan Documents and as provided under applicable law. The Forbearance Period shall be immediately terminated, without notice, if (a) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake Borrower breaches of any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance terms set forth in this Section 3(fAgreement, (b) any default occurs (other than the Existing Defaults) under the Existing Loan Documents, or (c) any recital, representation or warranty made herein, in any document executed and delivered in connection herewith, or in any report, certificate, financial statement or other instrument or document previously, now or hereafter furnished by or on behalf of the Borrower in connection with this Agreement or any other document executed and delivered in connection with this Agreement, shall prove to have been false, incomplete or misleading in any material respect on the date as of which it was made (collectively, a "Default"), whereupon Bank, at its option, without any notice to Borrower, may immediately cease making any Advances and may immediately exercise any Default Rights. Bank's agreement to forbear from enforcing its Default Rights under the Existing Loan Documents until the end of the Forbearance Period (a) in no way shall be deemed an agreement by Bank to have accrued waive Borrower's compliance with all other terms of the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement and (b) shall not limit or impair Bank's right to demand strict performance of all other terms and covenants as of any date. Nothing in this Loan Modification and Forbearance Agreement in any way shall constitute Bank's waiver of the date Existing Defaults. Borrower further agrees that the exercise of any Default Rights by Bank upon termination of the Forbearance Period shall not be affected by reason of this Agreement, without and the Borrower shall not assert as a defense thereto the passage of time, estoppel, laches or any further action by any Term Lender or the Administrative Agent, statute of limitations to the extent provided under that the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount exercise of any Claim, or exercising any rights under Default Rights was precluded by this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof.

Forbearance. Each Consenting Term Lender The Loan Parties acknowledge and agree that (collectively representing a) the Required LendersExisting Events of Default have occurred and are continuing and (b) agrees that, for upon the duration of Forbearance Termination Date (defined below) the Support Period, in connection with any default or event of default arising forbearance provided under the Credit Agreement in connection with the Restructuring (including pursuant to this Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender 1 shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders terminate and the Administrative Agent Agents and Lenders shall have the right to exercise any and all rights and remedies under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 9.01 of the Credit Agreement during or otherwise under the Support Period absent Loan Documents or under applicable law or at equity due to such Existing Events of Default or any other Event of Default that has occurred and is continuing. The Agents and Lenders hereby agree as of the forbearance set forth in date hereof to forbear from exercising any rights or remedies under Section 9.01 of the Credit Agreement or otherwise under the Loan Documents or under applicable law or at equity with respect to the Existing Events of Default until the earliest of (i) the occurrence of a breach or default under this Section 3(fAgreement, (ii) the occurrence of a Default other than an Existing Event of Default, or (iii) December 29, 2008. The Loan Parties acknowledge and agree that, if any breach or default under this Agreement occurs, or if any Default other than an Existing Event of Default occurs, the Forbearance Termination Date shall be deemed to have accrued as of occurred immediately prior thereto, this Section 1 shall cease to be effective, and the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, Agents and Lenders shall be entitled to the extent provided (x) terminate all Commitments under the Credit Agreement. For Agreement and declare all of the avoidance Loans then outstanding to be due and payable, whereupon the aggregate principal of doubtall Loans, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default all accrued and unpaid interest thereon, all fees and all other amounts payable under the Credit AgreementAgreement and the other Loan Documents shall become due and payable immediately, without presentment, demand, protest or further notice of any kind and (y) exercise immediately their rights and remedies under the Loan Documents and under applicable law or at equity. Each Loan Party hereby further acknowledges and agrees that from and after the Forbearance Termination Date, the Agents and Lenders shall not bar be under no obligation of any kind whatsoever to forbear from exercising any remedies on account of the Administrative Agent Existing Events of Defaults or any Consenting Term Lender from filing a proof other Event of claim, taking action Default (whether similar or dissimilar to establish the amount Existing Events of Default). It is the Agents’ and Lenders’ current intention not to grant any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant extensions to Section 5(b) hereofthe forbearance period provided above.

Forbearance. Each Consenting Term Notwithstanding the Existing Defaults, and subject to the provisions of this Agreement, Lender (collectively representing the Required Lenders) agrees that, for until the duration expiration or earlier termination of the Support PeriodForbearance Period (as defined below), in connection with any default or event of default arising Lender will forbear from exercising its rights and remedies under the Credit Agreement Loan Documents and/or applicable law solely with respect to the Existing Defaults; provided, however, that nothing herein shall restrict, impair or otherwise affect the exercise of Lender’s rights under this Agreement; and provided, further, that no such forbearance shall constitute a waiver with respect to the Existing Defaults (other than as set forth in connection with the Restructuring following sentence). Notwithstanding anything to the contrary contained herein, if, on or prior to the expiration (including pursuant to Section 7.01(ebut not earlier termination) of the Credit Agreement)Forbearance Period, (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person Borrower Parties have satisfied the conditions to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the such forbearance set forth in this Section 3(f) shall be deemed to have accrued as 4 below (including, without limitation, the payment in full of the date of termination of this Agreement, without any further action Indebtedness by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For Borrower (including for the avoidance of doubt, the forbearance set forth in this Section 3(f) Exit Fee, the Minimum Multiple Fee and if applicable, any Breakage Fees, together with any out-of-pocket attorneys’ fees and costs accrued to date)), Lender shall not itself constitute a waiver be deemed to have waived the Existing Defaults and shall have no right to exercise any rights or remedies under the Loan Documents and/or applicable law solely with respect to the Existing Defaults; provided that to the extent that any defaults Borrower Party makes any payment(s) to Lender which payment(s) or events any portion thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required, in connection with any bankruptcy, insolvency, reorganization, dissolution, liquidation or other like proceeding or for any other reason, to be repaid or paid over to a custodian, trustee, receiver or any other party under any bankruptcy act, state or federal law, ​ ​ common law or equitable cause, then to the extent of default such payment or repayment, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect as if such payment(s) had not been made and the Borrower Parties shall be primarily liable for the revived obligations. The foregoing sentence shall not be construed and is not intended to preclude Lender from exercising its rights and remedies under the Credit Agreement, and shall not bar Loan Documents and/or applicable law with respect to the Administrative Agent existence of the Existing Defaults after the expiration (other than expiration after satisfaction of the conditions to forbearance as set forth above) or any Consenting Term Lender from filing a proof earlier termination of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof.Forbearance Period. ​

Forbearance. Each Consenting Term Lender From and after the Effective Date (collectively representing as defined below) and through the Required Lendersearlier of: (i) 4:30 p.m. Eastern Daylight Time on June 1, 2020, and (ii) the occurrence and continuance of a Triggering Event (as defined herein) (the “Forbearance Period”), each of the Participating Counterparties shall and hereby agrees to forbear from exercising any of its rights or remedies, as applicable, under its respective Applicable Agreements in respect of the Acknowledged Events of Default; provided that, for without limiting and subject to the duration foregoing, each Participating Counterparty shall be permitted, during the Forbearance Period, to request, demand, or provide notice of margin, collateral or payments under the Applicable Agreements or applicable law; provided further that nothing contained herein will prevent a Participating Counterparty from exercising any such rights or remedies that are required by FINRA Rule 4210 as long as the applicable Participating Counterparty has exercised good faith efforts to obtain a waiver of, or an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210. Except as expressly set forth in this Agreement, nothing contained in this Agreement shall be deemed to constitute a waiver of any Acknowledged Event of Default or any other default, event of default or termination event under any of the Support Applicable Agreements or an amendment, supplement or modification of any term or condition of any of the Applicable Agreements. Upon the termination of the Forbearance Period, the agreement of the Participating Counterparties to forbear as set forth in connection this Section 1 shall be void ab initio and immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind (including any written notice of such termination or any obligation to provide notice of any default, event of default, termination event or exercise of remedies that may be required under the respective Applicable Agreements), all of which are hereby waived by the Companies. The Companies hereby acknowledge and agree that, upon the termination of the Forbearance Period, the Participating Counterparties that are party hereto may at any time, and from time to time, in their sole and absolute discretion, with respect to the Acknowledged Events of Default or any other default or event of default arising that may have occurred under the Credit Agreement respective Applicable Agreements, exercise against any applicable Seller Entity (and its properties) any and all of their respective rights, remedies, powers and privileges under and in connection accordance with the Restructuring (including pursuant to Section 7.01(e) such Applicable Agreements, applicable law and/or equity, all of which rights, remedies, powers and privileges are fully reserved by each of the Credit Agreement)Participating Counterparties, (i) each Consenting Term Lender shall forbear from (A) commencing and without regard to any judicial enforcement proceedings against the Company grace or any notice periods provided under such Applicable Agreements, all of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) which shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofexpired.

Forbearance. Each Consenting Term Lender (collectively representing Borrower acknowledges the Required Lenders) agrees thatFinancial Covenant Defaults. Subject to all the terms and conditions set forth herein, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender Bank shall forbear from (A) commencing filing any judicial enforcement proceedings legal action or instituting or enforcing any rights and remedies it may have against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available Borrowers related to the Consenting Term Lenders and Financial Covenant Defaults (as defined below) from the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document Forbearance Effective Date (as defined in Section 6 hereof) until the Credit Agreementdate (the “Forbearance Termination Date”) or otherwise by contractwhich is the earliest to occur of (a) October 18, in law or in equity2015, (Cb) requesting that the Administrative Agent not convert Loans (as defined in failure after the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action date hereof of Borrower to direct, instruct or authorize any Person to undertake comply with any of the actions in foregoing clauses terms or undertakings of this Amendment, (Ac) through the occurrence after the date hereof of any Event of Default (Cother than the Financial Covenant Defaults), (d) the occurrence of any further material adverse change to the business, assets, financial condition, or prospects of Borrower, and (iie) no additional interest shall accrue pursuant the date that Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to Section 2.07 the Obligations in connection with or related to any of the Credit Agreement; transactions contemplated by any of the Loan Documents. Except as expressly provided that if herein, this Agreement is terminated during the Support Period other than pursuant to Section 5(e) does not constitute a waiver or Section 5(c)(i) hereofrelease by Bank of any Obligations or of any Financial Covenant Default, any interest that would have otherwise accrued pursuant to Section 2.07 other existing Event of Default or Event of Default which may arise in the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of future after the date of termination execution of this AgreementAmendment. If Borrower does not comply with the terms of this Amendment, without Bank shall have no further obligations under this Amendment and shall be permitted to exercise at such time any further action by and all rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any Term Lender or additional extensions of time at the Administrative Agent, end of the Forbearance Period. The time period between the Forbearance Effective Date and the Forbearance Termination Date is referred to herein as the extent provided under the Credit Agreement. “Forbearance Period.” For the avoidance of doubt, Borrower may request Advances pursuant to the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events terms of default under the Credit Loan Agreement, and shall not bar but without regard to the Administrative Agent or any Consenting Term Lender from filing a proof of claimFinancial Covenant Defaults, taking action to establish during the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofForbearance Period.

Forbearance. Each Consenting Term Lender From and after the Effective Date (collectively representing as defined below) and through the Required Lendersearlier of: (i) 4:30 p.m. Eastern Daylight Time on June 1, 2020, and (ii) the occurrence and continuance of a Triggering Event (as defined herein) (the “Forbearance Period”), each of the Participating Counterparties shall and hereby agrees to forbear from exercising any of its rights or remedies, as applicable, under its respective Applicable Agreements in respect of the Acknowledged Events of Default; provided that, for without limiting and subject to the duration foregoing, each Participating Counterparty shall be permitted during the Forbearance Period to request, demand, or provide notice of margin, collateral or payments under the Applicable Agreements or other applicable law; provided further that nothing contained herein will prevent a Participating Counterparty from exercising any such rights or remedies that are required by FINRA Rule 4210 as long as the applicable Participating Counterparty has exercised good faith efforts to obtain a waiver of, an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210. Except as expressly set forth in this Agreement, nothing contained in this Agreement shall be deemed to constitute a waiver of any Acknowledged Event of Default or any other default, event of default or termination event under any of the Support Applicable Agreements or an amendment, supplement or modification of any term or condition of any of the Applicable Agreements. Upon the termination of the Forbearance Period, the agreement of the Participating Counterparties to forbear as set forth in connection this Section 1 shall be void ab initio and immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind (including any written notice of such termination or any obligation to provide notice of any default, event of default, termination event or exercise of remedies that may be required under such Applicable Agreement), all of which are hereby waived by the Companies. The Companies hereby acknowledge and agree that, upon the termination of the Forbearance Period, the Participating Counterparties that are party hereto may at any time, and from time to time, in their sole and absolute discretion, with respect to the Acknowledged Events of Default or any other default or event of default arising that may have occurred under the Credit Agreement Applicable Agreements, exercise against any applicable Seller Entity (and its properties) any and all of their rights, remedies, powers and privileges under and in connection accordance with the Restructuring (including pursuant to Section 7.01(e) such Applicable Agreements, applicable law and/or equity, all of which rights, remedies, powers and privileges are fully reserved by each of the Credit Agreement)Participating Counterparties, (i) each Consenting Term Lender shall forbear from (A) commencing and without regard to any judicial enforcement proceedings against the Company grace or any notice periods provided under such Applicable Agreements, all of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) which shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofexpired.

Forbearance. Each Consenting Term Lender (collectively representing the Required Lenders) agrees that, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (So long as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is not terminated during earlier as provided herein, Bank agrees not to accelerate the Support Period other than pursuant indebtedness under the Note, foreclose or attempt to Section 5(e) foreclose any of Borrower's Collateral securing the Note, institute suit or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 arbitration proceedings for collection of the Credit Agreement during Note against Borrower, or exercise any other remedies against Borrower available to it under the Support Period absent Loan Documents or under applicable law from the forbearance set forth in this Section 3(f) Effective Date until November 30, 2003 (the "Termination Date"). The period of time from the Effective Date through the Termination Date shall be deemed referred to have accrued as the "Forbearance Period." Borrower and Bank acknowledge and agree that from the Effective Date, Borrower shall pay interest at the prevailing Prime Rate of interest announced by the date of Bank from time to time, plus 4.75%, on the Indebtedness outstanding from time to time. If all amounts due and owing under the Loan are not paid in full on or before the Termination Date or the earlier termination of this Agreement, without any further action by any Term Lender or then Bank may seek to accelerate the Administrative Agent, to the extent provided indebtedness under the Credit AgreementNote, foreclose upon any of Borrower's Collateral for the Note and to exercise any other remedies to which Bank may be entitled under the Loan Documents or applicable law to collect amounts due under the Note or other Loan Documents. For Borrower agrees that Borrower will not, during the avoidance Forbearance Period, initiate any action of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver any kind against Bank with respect to the Note, exercise any defaults or events of default remedy available under the Credit Loan Documents or otherwise, or make any type of demand upon Bank with respect to the indebtedness evidenced by the Note. During the Forbearance Period, there shall occur no new Default or event which, with the passage of time or the giving of notice or both, would constitute a Default under any one or more of the Loan Documents or this Agreement. Borrower acknowledges that Bank's obligations under this Agreement are in the nature of a conditional forbearance only, and shall not bar that Bank has made no agreement or commitment to modify or extend the Administrative Agent Loan Documents beyond the Forbearance Period, and upon the termination of the Forbearance Period or any Consenting Term Lender from filing a proof earlier termination of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant Bank shall have the immediate and unconditional right to Section 5(b) hereofexercise its rights and remedies under the Loan Documents.

Forbearance. Each Consenting Term Lender (collectively representing Notwithstanding the Required Lenders) agrees thatForbearance Defaults, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available and subject to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination provisions of this Agreement, without any further action by any Term the Lender Parties agree that, until the expiration or earlier termination of the Administrative AgentForbearance Period (as defined below), the Lender Parties will forbear from exercising their rights and remedies under the Loan Documents and/or applicable law solely with respect to the extent provided Forbearance Defaults; provided, however, that nothing herein shall restrict, impair or otherwise affect the exercise of the Lender Parties’ rights under the Credit this Agreement. For the avoidance of doubt; and provided, the further, that no such forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to the Forbearance Defaults (other than as set forth in the following sentence) and during the Forbearance Period, to the extent permitted by the Loan Documents, Lender shall be entitled to cure Mortgage Loan Events of Default and make any defaults protective advances (except to the extent that Mortgage Lender is forbearing from taking action with respect to such Forbearance Defaults pursuant to a forbearance agreement acceptable to Lender). Notwithstanding anything to the contrary contained herein, if, on or events prior to the expiration (but not earlier termination) of default the Forbearance Period, the Borrower Parties have satisfied the conditions to such forbearance set forth in Section 4 below and Mortgage Lender has waived the Forbearance Defaults that arise as a result of Mortgage Loan defaults, the Lender Parties shall be deemed to have waived the Forbearance Defaults and shall have no right to exercise any rights or remedies under the Credit AgreementLoan Documents and/or applicable law solely with respect to the Forbearance Defaults; provided that to the extent that any Borrower Party makes any payment(s) to the Lender Parties which payment(s) or any portion thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required, in connection with any bankruptcy, insolvency, reorganization, dissolution, liquidation or other like proceeding or for any other reason, to be repaid or paid over to a custodian, trustee, receiver or any other party under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect as if such payment(s) had not been made and the Borrower Parties shall be primarily liable for the revived obligations. The foregoing sentence shall not bar be construed and is not intended to preclude the Administrative Agent Lender Parties from exercising their rights and remedies under the Loan Documents and/or applicable law with respect to the existence of the Forbearance Defaults after the expiration (other than expiration after satisfaction of the conditions to forbearance as set forth above) or any Consenting Term Lender from filing a proof earlier termination of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofForbearance Period.

Forbearance. Each Consenting Term Lender From and after the Effective Date (collectively representing as defined below) and through the Required Lendersearlier of: (i) 6:30 p.m. Eastern Daylight Time on the first business day that is fifteen (15) calendar days after the Effective Date, and (ii) the occurrence and continuance of a Triggering Event (as defined herein) (the “Forbearance Period”), each of the Participating Counterparties shall and hereby agrees to forbear from exercising any of its rights or remedies, as applicable, under its respective Applicable Agreements in respect of the Acknowledged Events of Default; provided that, for without limiting and subject to the duration foregoing, each Participating Counterparty shall be permitted, during the Forbearance Period, to request, demand, or provide notice of margin, collateral or payments under the Applicable Agreements or applicable law; provided further that nothing contained herein will prevent a Participating Counterparty from exercising any such rights or remedies that are required by FINRA Rule 4210 as long as the applicable Participating Counterparty has exercised good faith efforts to obtain a waiver of, or an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210. Except as expressly set forth in this Agreement, nothing contained in this Agreement shall be deemed to constitute a waiver of any Acknowledged Event of Default or any other default, event of default or termination event under any of the Support Applicable Agreements or an amendment, supplement or modification of any term or condition of any of the Applicable Agreements. Upon the termination of the Forbearance Period, the agreement of the Participating Counterparties to forbear as set forth in connection this Section 1 shall be void ab initio and immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind (including any written notice of such termination or any obligation to provide notice of any default, event of default, termination event or exercise of remedies that may be required under the respective Applicable Agreements), all of which are hereby waived by the Companies. The Companies hereby acknowledge and agree that, upon the termination of the Forbearance Period, the Participating Counterparties that are party hereto may at any time, and from time to time, in their sole and absolute discretion, with respect to the Acknowledged Events of Default or any other default or event of default arising that may have occurred under the Credit Agreement respective Applicable Agreements, exercise against any applicable Seller Entity (and its properties) any and all of their respective rights, remedies, powers and privileges under and in connection accordance with the Restructuring (including pursuant to Section 7.01(e) such Applicable Agreements, applicable law and/or equity, all of which rights, remedies, powers and privileges are fully reserved by each of the Credit Agreement)Participating Counterparties, (i) each Consenting Term Lender shall forbear from (A) commencing and without regard to any judicial enforcement proceedings against the Company grace or any notice periods provided under such Applicable Agreements, all of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) which shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofexpired.

Forbearance. Each Consenting Term Lender (collectively representing the Without limiting Sections 2 and 4 of this Agreement, Administrative Agent and Required Lenders) agrees that, for the duration Lenders hereby agree as of the Support Period, in connection with Forbearance Effective Date to forbear from exercising any default rights or event of default arising remedies under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) Loan Documents arising solely out of the Credit Agreement)Specified Events of Default until the date (the “from exercising any rights or remedies under the Loan Documents arising solely out of the Specified Events of Default until the date (the “Forbearance Termination Date” that is the earliest of (a) November 20, 2009, (ib) each Consenting Term Lender shall forbear from the occurrence of a Default or Event of Default (Aother than a Specified Event of Default) commencing any judicial enforcement proceedings against or (c) the Company occurrence of a breach or default by Borrower or any of its subsidiaries, other Loan Party under this Agreement (B) exercising (or directing any Person the period beginning on the Forbearance Effective Date being referred to exercise) any remedy available herein as the “Forbearance Period”). The forbearance shall apply only to the Consenting Term Lenders Specified Events of Default and not to any other Defaults or Events of Default, including without limitation, any other existing Defaults or Events of Default known or not known to Administrative Agent and Lender or Borrower or any other Loan Party at this time and any Defaults or Events of Default occurring after the date hereof, and the Administrative Agent and the Lenders reserve all of their rights to exercise rights and remedies under the Credit AgreementLoan Documents upon the occurrence of any such other Default of Event of Default at any time, including including, without limitation pursuant to Article 7 thereoflimitation, any Credit Document (as defined in before the Credit Agreement) expiry or otherwise by contract, in law or in equity, (C) requesting termination of the Forbearance Period. The parties hereto agree that neither the agreements of Administrative Agent not convert Loans (as defined in and the Credit Agreement) into, Lenders herein nor the acceptance by Administrative Agent or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake Lenders of any of the actions payments provided for in foregoing clauses the Loan Documents, nor any payment prior to the date hereof shall (Ai) through (C) and excuse Borrower or any other Loan Party from any of its obligations under the Loan Documents, or (ii) no additional interest shall accrue pursuant toll the running of any time periods applicable to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereofany such rights and remedies, including, without limitation, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver grace periods with respect to any defaults or events of default Defaults under the Credit AgreementLoan Documents or otherwise. Each of the Borrower and the other Loan Parties agrees that it will not assert laches, waiver or any other defense to the enforcement of any of the Loan Documents based upon the agreements of Administrative Agent and shall not bar the Lenders to forbear herein or the acceptance by Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount Lenders of any Claim, of the payments provided for in the Loan Documents or exercising any rights under this Agreement, including terminating this Agreement pursuant payment prior to Section 5(b) the date hereof.

Forbearance. Each Consenting Term Lender (collectively representing Notwithstanding the Required Lenders) agrees thatForbearance Defaults, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available and subject to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination provisions of this Agreement, without any further action by any Term Xxxxxx agrees that, until the expiration or earlier termination of the Forbearance Period (as defined below), Lender or will forbear from exercising its rights and remedies under the Administrative Agent, Loan Documents and/or applicable law solely with respect to the extent provided Forbearance Defaults; provided, however, that nothing herein shall restrict, impair or otherwise affect the exercise of Lender’s rights under the Credit this Agreement. For the avoidance of doubt; and provided, the further, that no such forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults the Forbearance Defaults (other than as set forth in the following sentence) and during the Forbearance Period, Lender shall be entitled (but not obligated, except to the extent that Borrower requests such protective advances and Lender approves the same (which approval shall not be unreasonably withheld, conditioned or events of default delayed)) to make one or more protective advances under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish Project Loan Agreement in the amount of $368,011.25 for the amounts listed on Exhibit D, and marketing expenses, operating expenses and Impositions to be paid for by Borrower that are not funded from collections of common charges, each approved by Lender in its reasonable discretion (the “Protective Advances”), which Protective Advances shall, notwithstanding the Contract Rate under the Loan Agreement, accrue interest at a per annum rate of Term SOFR plus eleven percent (11%) calculated on the basis of a three hundred sixty (360) day year and the actual number of days in the applicable period for which interest is being calculated. Borrower hereby requests that Xxxxxx make on the date hereof a Protective Advance to reimburse Lender for the costs and expenses shown on Exhibit D attached hereto and Xxxxxx agrees to make such Protective Advance. This Agreement to forbear from exercise of such remedies shall expire automatically without any Claimfurther action by Xxxxxx and be completely null and void upon the filing of a petition in bankruptcy by or against any Borrower Party or upon the occurrence of any Forbearance Agreement Default (as defined below). Upon the occurrence of any such bankruptcy or Forbearance Agreement Default, or exercising Lender may immediately exercise and pursue any of its rights and remedies under this Agreement, including terminating under any of the Loan Documents, or otherwise available to it at law or in equity. During the Forbearance Period, Lender shall be entitled to exercise all non-default rights under the Loan Documents. Notwithstanding anything to the foregoing, this Agreement pursuant shall only constitute an agreement by Lender to Section 5(b) hereof.forbear from enforcing its respective rights and remedies under the Loan Documents solely with respect to the ​

Forbearance. Each Consenting Term Lender (collectively representing Subject to all the Required Lenders) agrees thatterms and conditions set forth herein, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender Bank shall forbear from (A) commencing filing any judicial enforcement proceedings legal action or instituting or enforcing any rights and remedies it may have against Borrower from the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document Forbearance Effective Date (as defined in Section 10) until the Credit Agreementdate (the “Forbearance Termination Date”) or otherwise by contractwhich is the earliest to occur of (a) Xxxxx 00, in law or in equity0000, (Cx) requesting that the Administrative Agent not convert Loans (as defined in failure after the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action date hereof of Borrower to direct, instruct or authorize any Person to undertake comply with any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) terms or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination undertakings of this Agreement, without (c) the occurrence after the date hereof of any further action Event of Default (other than the Existing Defaults), and (d) the date that Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any Term Lender or of the Administrative Agentother Loan Documents. Except as expressly provided herein, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall Agreement does not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount release by Bank of any Claim, Obligations or exercising of any rights under existing Event of Default other than the Existing Defaults or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, including terminating Bank shall have no further obligations under this Agreement pursuant and shall be permitted to Section 5(b) hereofexercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end of the Forbearance Period. The time period between the Forbearance Effective Date and the Forbearance Termination Date is referred to herein as the “Forbearance Period.”

Forbearance. Each Consenting Term Lender From and after the Effective Date (collectively representing as defined below) and through the Required Lendersearlier of: (i) 6:30 p.m. Eastern Daylight Time on the first business day that is fifteen (15) calendar days after the Effective Date, and (ii) the occurrence and continuance of a Triggering Event (as defined herein) (the “Forbearance Period”), each of the Participating Counterparties shall and hereby agrees to forbear from exercising any of its rights or remedies, as applicable, under its respective Applicable Agreements in respect of the Acknowledged Events of Default; provided that, for without limiting and subject to the duration foregoing, each Participating Counterparty shall be permitted during the Forbearance Period to request, demand, or provide notice of margin, collateral or payments under the Applicable Agreements or other applicable law; provided further that nothing contained herein will prevent a Participating Counterparty from exercising any such rights or remedies that are required by FINRA Rule 4210 as long as the applicable Participating Counterparty has exercised good faith efforts to obtain a waiver of, an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210. Except as expressly set forth in this Agreement, nothing contained in this Agreement shall be deemed to constitute a waiver of any Acknowledged Event of Default or any other default, event of default or termination event under any of the Support Applicable Agreements or an amendment, supplement or modification of any term or condition of any of the Applicable Agreements. Upon the termination of the Forbearance Period, the agreement of the Participating Counterparties to forbear as set forth in connection this Section 1 shall be void ab initio and immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind (including any written notice of such termination or any obligation to provide notice of any default, event of default, termination event or exercise of remedies that may be required under such Applicable Agreement), all of which are hereby waived by the Companies. The Companies hereby acknowledge and agree that, upon the termination of the Forbearance Period, the Participating Counterparties that are party hereto may at any time, and from time to time, in their sole and absolute discretion, with respect to the Acknowledged Events of Default or any other default or event of default arising that may have occurred under the Credit Agreement Applicable Agreements, exercise against any applicable Seller Entity (and its properties) any and all of their rights, remedies, powers and privileges under and in connection accordance with the Restructuring (including pursuant to Section 7.01(e) such Applicable Agreements, applicable law and/or equity, all of which rights, remedies, powers and privileges are fully reserved by each of the Credit Agreement)Participating Counterparties, (i) each Consenting Term Lender shall forbear from (A) commencing and without regard to any judicial enforcement proceedings against the Company grace or any notice periods provided under such Applicable Agreements, all of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) which shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofexpired.

Forbearance. Each Consenting Term Lender (collectively representing the Required Lenders) agrees that, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender PBF shall forbear from (A) commencing any judicial exercising its rights or remedies with respect to foreclosure of the security interests in the Collateral, imposition of the Default Interest rate or other enforcement proceedings against of the Company or any Term Note and other Factoring Documents on the terms and conditions set forth herein including the following: The Maximum Commitment set forth in Schedule 1 of its subsidiaries, (B) exercising (or directing any Person the Domestic Factoring Agreement is hereby amended to exercise) any remedy available mean an amount equal to the Consenting Term Lenders lesser of (a) Three Million Dollars or (b) the Advance Rate; and the Administrative Agent Maximum Commitment set forth in Schedule 1 of the Ex-Im Factoring Agreement is hereby amended to mean an amount equal to the lesser of (a) Four Million Dollars or (b) the Advance Rate. There shall be no default under the Credit New Loan Documents or the Factoring Documents apart from the Defaults; There shall be no default, as defined in Section 11 below, under this Forbearance Agreement; STI shall, on or before January 31, 2004, have closed and received all funds to be paid to STI pursuant to the `Initial Equity' investment described in Article II of the Investment Agreement, STI shall, on or before May 5, 2004, have closed and received all funds to be paid to STI pursuant to the `Second Equity' investment described in Article II of the Investment Agreement; The terms of this Forbearance Agreement and the New Loan Documents control over any provisions in the Xxxxxxx Letter Agreement or the Investment Agreement, and performance under the Xxxxxxx Letter Agreement and Investment Agreement shall be done in a manner consistent with this Forbearance Agreement and the New Loan Documents; No other holder of a voluntary or involuntary lien against all or part of the Collateral shall initiate any action to foreclose or otherwise enforce such lien; and If not terminated earlier pursuant to section 11 below, this forbearance shall terminate on May 5, 2004, at which time the Domestic Factoring Agreement and the Ex-Im Factoring Agreement shall also be deemed to have terminated pursuant to section 10 of each of said agreements. Acknowledgment of Certain Material Facts. STI further acknowledges that the sums claimed by PBF in Recital C to be due and owing under the Factoring Documents are currently due and owing, that no defense to payment thereof exists, that the Factoring Documents are binding and enforceable according to their terms, and that PBF has no obligation to STI to advance further funds to STI or to purchase accounts under the Factoring Documents but continues to have the right to purchase Accounts in its sole discretion in accordance with the terms of the Factoring Documents. Agreement, all the terms and conditions of the Factoring Documents remain in full force and effect, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any grants of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofsecurity interests therein.

Forbearance. Each Consenting Term Lender (collectively representing Subject to the Required Lenders) agrees that, for the duration terms and conditions contained herein and subject to performance by Borrower of all of the Support Periodterms of this Agreement and the Loan Agreement and Loan Documents after the date hereof, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from exercising any remedies that Lender has against Borrower as a result of the occurrence of the Existing Non-Compliance Event, until the earlier of the following dates (Athe “Forbearance Period”): (i) commencing any judicial enforcement proceedings against July 31, 2020 or (ii) the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake date any of the actions in foregoing clauses following (Aan “Additional Non-Compliance Event”) through shall occur: (Ca) and an Event of Default under the Loan Agreement or any Loan Document occurs (ii) no additional interest shall accrue pursuant to Section 2.07 including, without limitation, any Event of Default consisting of the Credit Agreement; provided that if this Agreement is terminated during non-compliance with the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance financial covenant set forth in this Section 3(f) shall be deemed to have accrued Recital C for any periods other than the period specified therein, and any Default or Event of Default which has occurred as of the this date which is not an Existing Non-Compliance Event) or (b) Borrower fails to pay any amount due under this Agreement or to perform any covenant or other agreement contained in this Agreement or any other document entered into pursuant hereto, or any breach by Borrower of termination any representation or warranty of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the This forbearance set forth in this Section 3(f) shall not itself constitute be deemed a continuing waiver or forbearance with respect to any defaults Event of Default of a nature similar to the Existing Non-Compliance Event that may have occurred before or events may occur after the date of default this Agreement. At the end of the Forbearance Period, the Forbearance Period under this Agreement shall expire automatically, immediately, and without notice or demand, and subject to Section 4 below, Lender shall be entitled to the immediate exercise of all the rights and remedies available to it under the Credit AgreementLoan Documents or otherwise at law. Nothing in this Agreement shall constitute a waiver of any Default or Event of Default under the Loan Documents or of Lender’s rights or remedies under any other indebtedness now or hereafter existing between the Lender and the Borrower. This agreement is being executed by the Lender to accommodate the request of Borrower, and shall not bar Borrower understands and agrees that Lender has no obligation to grant further forbearances in the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereoffuture.

Forbearance. Each Consenting Term Lender Bank agrees to forebear from exercising its rights and remedies under the Existing Loan Documents and law (collectively representing "Default Rights") until the Required Lendersearlier of (a) agrees thatAugust 31, 2001, (b) the close of a new equity round of the Borrower, or (c) the occurrence of a Default under this Agreement (the "Forbearance Period"), notwithstanding Borrower's existing default under the Loan Agreement as a result of Borrower's failure to comply with the maximum loss covenant for the duration period ending 6/30/01 as described in Section 6.2 entitled "Affirmative Covenants" of the Support PeriodLoan Agreement (the foregoing being referred to as "Existing Defaults"). Hereinafter, the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement are hereinafter collectively called the "Loan Documents". By signing below, Borrower acknowledges that it is currently in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) and as a result of the Credit Agreement)Existing Defaults, (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of Bank is entitled to exercise its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (remedies as defined provided in the Credit AgreementExisting Loan Documents and as provided under applicable law. The Forbearance Period shall be immediately terminated, without notice, if (a) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake Borrower breaches of any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance terms set forth in this Section 3(fAgreement, (b) the occurrence of any default (other than the Existing Defaults) under the Existing Loan Documents, or (c) if any recital, representation or warranty made herein, in any document executed and delivered in connection herewith, or in any report, certificate, financial statement or other instrument or document previously, now or hereafter furnished by or on behalf of the Borrower in connection with this Agreement or any other document executed and delivered in connection with this Agreement, shall prove to have been false, incomplete or misleading in any material respect on the date as of which it was made (collectively, a "Default"), whereupon Bank, at its option, without any notice to Borrower, may immediately cease making any further Advances and may immediately exercise any Default Rights. Bank's agreement to forbear from enforcing its Default Rights under the Existing Loan Documents until the end of the Forbearance Period (a) in no way shall be deemed an agreement by Bank to have accrued waive Borrower's compliance with all other terms of the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement and (b) shall not limit or impair Bank's right to demand strict performance of all other terms and covenants as of any date. Nothing in this Loan Modification and Forbearance Agreement in any way shall constitute Bank's waiver of the date Existing Defaults. Borrower further agrees that the exercise of any Default Rights by Bank upon termination of the Forbearance Period shall not be affected by reason of this Agreement, without and the Borrower shall not assert as a defense thereto the passage of time, estoppel, laches or any further action by any Term Lender or the Administrative Agent, statute of limitations to the extent provided under that the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount exercise of any Claim, or exercising any rights under Default Rights was precluded by this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof.

Forbearance. Each Consenting Term Lender (collectively representing a) During the Required Lenders) agrees that, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring Forbearance Period (including pursuant to Section 7.01(e) of the Credit Agreementas defined below), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or Agent, the Collateral Agent, the Facing Agent and the Lenders will not exercise any of its subsidiaries, (B) exercising (their rights or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent remedies under the Credit Agreement, including without limitation the Loan Documents or applicable law with respect to the Disclosed Defaults other than delivery of a Payment Blockage Notice, as defined in and pursuant to Article 7 thereofthe terms and conditions of, the Senior Subordinated Note Indenture, and the enforcement of any Credit Document rights with respect to such Payment Blockage Notice and any other actions reasonably related to the enforcement of such rights. For purposes of this Agreement, "FORBEARANCE PERIOD" means the period commencing on the Effective Date and terminating on the earlier of (i) March 31, 2002; (ii) the occurrence of an Additional Default (as defined in the Credit Agreementbelow) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of under the Credit Agreement; provided (iii) any payment is made by Borrower or any Credit Party under or in respect to the Senior Subordinated Note Indenture, the Senior Subordinated Notes, or any other Senior Subordinated Document, or the Trustee or any Holder (as such terms are defined in the Senior Subordinated Note Indenture) exercises any rights or remedies under the Senior Subordinated Documents or under applicable law; (iv) notification by Agent to Borrower in writing that if the Required Lenders have elected to terminate the Forbearance Period following an acceleration of the indebtedness evidenced by the Senior Subordinated Documents; (v) any representation or warranty made by any of the Credit Parties under this Agreement or any agreement, instrument or other document executed or delivered by any of the Credit Parties in connection with this Agreement is terminated during incorrect or misleading in any material respect when made or deemed made; and (vi) the Support Period occurrence of (or the Lenders' awareness of any facts or conditions previously unknown with respect to) any adverse change which has, or is reasonably likely to have, a material adverse effect on (A) the business, financial condition, assets, liabilities, prospects or results of operations of Holdings and its Subsidiaries taken as a whole, (B) the ability of any Credit Party to perform its respective obligations under any Loan Document to which it is a party, or (C) the validity or enforceability (other than pursuant to Section 5(ein accordance with its terms) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during or any of the Support Period absent Loan Documents or the rights or remedies of Agent, the Collateral Agent, the Facing Agent and the Lenders thereunder. The forbearance provisions set forth in this Section 3(fSECTION 3(A) shall be deemed to have accrued shall, as of the date of termination of this AgreementEffective Date, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, supersede in their entirety the forbearance provisions set forth in this Section 3(f3(a) shall not itself constitute a waiver with respect of the Fifth Amendment to any defaults or events Amended and Restated Credit Agreement and Forbearance Agreement dated as of default under January 15, 2002 among Holdings, Borrower, Agent and the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofLenders.

Forbearance. Each Consenting Term Lender SIR2 shall forbear from making any attempt to collect or otherwise enforce the Stipulated Judgment unless (collectively representing a) Xxxx fails to provide the Required Lenders) agrees thatDebtor Documents, fails to appear for the duration Debtor’s Exam, or otherwise is in material breach of this Agreement after failing to cure the Support Periodbreach within fifteen (15) days after written notice thereof from SIR2, (b) Xxxx testifies at the Debtor’s Exam in connection with a manner that indicates the Asset List did not identify any default asset worth $10,000 or event more, or did not identify assets worth in the aggregate $20,000 or more, (c) any voluntary bankruptcy or similar proceeding has commenced regarding any Defendant, or an involuntary bankruptcy or similar proceeding has commenced regarding any Defendant that has not been dismissed within 60 days of default arising under the Credit Agreement in connection with the Restructuring its commencement (including pursuant or such later date that a motion to Section 7.01(e) of the Credit Agreementdismiss filed within such period has been decided), (id) each Consenting Term Lender shall forbear from at the Debtor’s Exam or within one (A1) commencing any judicial enforcement proceedings against year thereafter (the Company or any of its subsidiaries“One Year Period”), (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting Plaintiffs obtain evidence that the Administrative Agent not convert Loans (as defined in Asset List materially understated the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any assets of the actions Defendants or the value thereof. SIR2 shall not be required to make any showing in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant order to Section 2.07 of enforce the Credit Agreement; provided Stipulated Judgment. If a Defendant disputes that if this Agreement SIR2 is terminated during entitled to enforce the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereofStipulated Judgment, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination it may bring an action for breach of this Agreement, without which shall be its sole remedy; it being agreed that Defendants are not prohibited from seeking injunctive relief in any further action by any Term Lender or such action. By the Administrative Agentend of the One Year Period (or, to the extent provided under the Credit Agreement. For the avoidance of doubtif later, the forbearance set forth date a decision is made on a motion to dismiss an involuntary bankruptcy or similar proceeding regarding any Defendant that commenced within the One Year Period), if SIR2 has not become entitled by this Agreement to attempt to collect or otherwise enforce the Stipulated Judgment, then the Stipulated Judgment shall be deemed satisfied and paid in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreementfull by agreement, and the parties shall not bar reasonably cooperate to file such documents as may be reasonably required to implement the Administrative Agent or any Consenting Term Lender from filing a proof satisfaction of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofjudgment.

Forbearance. Each Consenting Term Lender Effective as of the Forbearance Effective Date (collectively representing as defined below), in reliance upon the Required Lenders) agrees representations, warranties and covenants of the Obligors contained in this Forbearance Agreement, and without waiving the Specified Defaults or any other default under the Transaction Documents or Event of Default that may now exist or which may occur hereafter, each of the Collateral Agent and the Noteholder agree that, for subject to the duration terms and conditions of this Forbearance Agreement, and in each case solely with respect to the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement)Specified Defaults, (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against during the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document Forbearance Period (as defined below), the Noteholder will not, and will not request or direct the Collateral Agent to, enforce the Noteholder’s right to immediate redemption as demanded in the Credit Agreement) or otherwise by contractSpecified Default EoD Redemption Notice (but, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For for the avoidance of doubt, the forbearance Obligations shall remain accelerated as a result of the demand for immediate redemption pursuant to the Specified Default EoD Redemption Notice) or exercise any of the Collateral Agent’s or the Noteholder’s other rights or remedies (including enforcement and collection actions) under the Transaction Documents, by operation of law or otherwise against the Obligors or any of the Collateral or other property owned by the Obligors (including, without limitation, via set-off or recoupment), and (ii) the Noteholder hereby directs the Collateral Agent to abstain from taking any of the actions described in the immediately preceding clause (i) during the Forbearance Period, and the Collateral Agent xxxxxx agrees that it will not take any of the foregoing actions during the Forbearance Period. The Obligors acknowledge and agree that this Forbearance Agreement is limited to the extent specifically set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults herein and no other terms, covenants, provisions, rights or events of default remedies under the Credit AgreementNotes (including, for the avoidance of doubt, the right to Interest, Late Charges and any other amounts in accordance with the terms of the Notes during the Forbearance Period) or any other Transaction Document or at law or in equity are intended to (or shall) be affected hereby, all of which remain in full force and effect. Each Obligor acknowledges and agrees that beginning on March 30, 2024 and continuing until and throughout the Forbearance Period, and shall not bar the Administrative Agent thereafter if any Specified Defaults or any Consenting Term Lender from filing a proof other Event of claimDefault then exists and for so long thereafter as any such Specified Defaults or any other Event of Default is continuing, taking action to establish all Current Outstanding Obligations and other Obligations shall bear interest at the amount of Default Rate in accordance with the Notes and any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofsuch Interest shall accrue Late Charges.

Forbearance. Each Consenting Term Lender Notwithstanding anything contained herein to the contrary, if an Event of Default described in this Article IX results solely from an act or omission of any Alterra Party (collectively representing and such act or omission is outside of Borrower's control) and such act or omission also results in or with the Required Lendersgiving of notice or passage of time would result in an "Event of Default" or termination under the Master Lease or the Agreement Regarding Leases, then, absent any other continuing Event of Default hereunder, Agent will forbear from exercising remedies against Borrower and the Projects (provided that Agent shall at all times following an Event of Default be entitled to exercise all available remedies under the Agreement of Principals and the Environmental Indemnity and Agent shall also be entitled to have a receiver appointed (subject to applicable Laws) agrees that, for in the duration event that Agent determines (in its reasonable discretion) that such Event of Default has or is likely to cause material impairment of the Support Collateral) for a period of one hundred eighty (180) days (the "Forbearance Period") from the date of such Event of Default if (and only if) (i) all debt service payments and all other amounts due under the Loan Documents are paid current at all times during the Forbearance Period (regardless of whether or not there is available revenue from the Projects or rent from the Master Lease to make such payments), (ii) the value of the Collateral, taken as a whole, is not materially impaired as a result of the act or omission that caused the Event of Default, (iii) Borrower diligently prosecutes all available rights and remedies under the Master Lease and under applicable Laws to (1) cure such Event of Default (and cause the Master Lease and the Sublease to remain in full force and effect), and if Borrower elects to cure such Event of Default under this Subsection 9.16(iii)(1), such Event of Default is actually cured not later than the end of the Forbearance Period or (2) remove and dispossess the Master Tenant and Subtenant, and install a new operator (the "Replacement Operator") to operate the Projects (which Replacement Operator shall be acceptable to Agent in its reasonable discretion), (iv) not later than the end of the Forbearance Period, provided Borrower elects to install a Replacement Operator (and not -42- cure the Event of Default) Borrower causes such Replacement Operator to execute a lease or operating agreement (such replacement lease or operating agreement is referred to herein as the "Replacement Operating Agreement") in connection a form substantially similar to the Master Lease and otherwise acceptable to Agent in its reasonable discretion, (v) concurrently with any default the execution of the Replacement Operating Agreement, provided Borrower elects to install a Replacement Operator pursuant to Subsection 9.16(iii)(2) above (and not cure the Event of Default), Borrower causes Replacement Operator to execute and deliver to Agent a Subordination, Non-Disturbance and Attornment Agreement substantially similar to the SNDA and otherwise acceptable to Agent in its reasonable discretion, (vi) not later than the end of the Forbearance Period, provided Borrower elects to install a Replacement Operator pursuant to Subsection 9.16(iii)(2) above (and not cure the Event of Default), the licenses required to operate the Projects as assisted and/or independent living facilities, as applicable, have been unconditionally transferred from Subtenant to Replacement Operator in accordance with applicable Laws (or event Replacement Operator otherwise possesses such licenses), (vii) Borrower pays all of default arising under the Credit Agreement Agent's reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance matters set forth in this Section 3(f9.16, (viii) shall be deemed to have accrued as on a weekly basis during the pendency of the date Forbearance Period, Borrower furnishes Agent with a detailed written statement summarizing the then current status of termination Borrower's attempts to (1) cure such Event of Default or (2) remove and dispossess Master Tenant and Subtenant and appoint a Replacement Operator, and otherwise comply with the terms of this AgreementSection 9.16 and (ix) Borrower at all times during the Forbearance Period, without any further takes such additional action by any Term Lender and/or executes such additional documents (and or causes Replacement Operator to take such additional action and/or execute such additional documents, as applicable) as Agent may reasonably require in connection with the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance matters set forth in this Section 3(f9.16. Borrower acknowledges that for purposes of this Section 9.16, an Event of Default resulting from non-payment of any amounts (including, without limitation, debt service) shall not itself constitute a waiver with respect to due at any defaults or events of default time under the Credit AgreementLoan Documents is within Borrower's control (regardless of whether or not there is available revenue from the Projects or rent from the Master Lease to make such payments) and under no circumstances shall such Event of Default be deemed hereunder to result from an act or omission of Master Tenant, and shall not bar the Administrative Agent Subtenant or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofother Alterra Party.

Forbearance. Each Consenting Term Lender During the period (collectively representing the Required Lenders“Forbearance Period”) agrees thatcommencing on the date hereof and ending on the earlier to occur of December 14, for 2001 and the duration date of any Forbearance Default (as defined below), and subject to the satisfaction of the Support Periodconditions set forth in Section 2 hereof, in connection with any default or event of default arising the Agents and the Lenders will forbear from exercising their rights and remedies under the Credit Agreement in connection and the other Loan Documents solely with respect to the Restructuring Existing Defaults. “Forbearance Default” shall mean: (including pursuant to Section 7.01(ei) an Event of Default (other than the Credit AgreementExisting Defaults), (iii) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company failure of either Borrower to keep or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake perform any of the actions covenants or agreements contained herein providing for a payment or prepayment to the Agents or the Lenders, (iii) the failure of either Borrower to keep or perform any of the covenants or agreements contained herein (other than those referred to in foregoing clauses (A) through (C) and clause (ii) no additional interest above) two Business Days after the date the Borrowers receive written notice from an Agent of any such failure (the “Notice Period”), provided that in the event any such failure is remedied within the Notice Period, such failure shall accrue pursuant not constitute a Forbearance Default, (iv) any representation or warranty of either Borrower herein shall be incorrect when made or deemed made in any material respect, (v) the Borrower and the proposed Investors (the “Investors”) referred to Section 2.07 in the Series A Preferred Stock Proposal Summary dated October 3, 2001 (the “Proposal”) do not execute a commitment letter or definitive documentation consistent with the Proposal in form and substance acceptable to the Agents on or before December 10, 2001 and (vi) the U.S. Borrower and the Subordinated Note Holders holding in excess of 66 2/3% in face amount of the Credit Agreement; provided that if this Agreement Subordinated Notes do not enter into a “lock-up” agreement consistent with the “Term Sheet for Restructuring of Bond Debt” which is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, Exhibit B to the extent provided under Senior Debt Term Sheet in form and substance satisfactory to the Credit Agreement. For the avoidance of doubtAgents on or before November 20, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof2001.

Forbearance. Each Consenting Term Lender (collectively representing Loan Party specifically acknowledges the Required Lenders) agrees that, for the duration existence and continuation of the Support PeriodLiquidity Period and the Specified Default. In reliance on the representations, warranties, covenants and agreements contained in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit this Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available and subject to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any satisfaction of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance each condition precedent set forth in this Section 3(f) 4 hereof but only so long as the Forbearance Termination Date shall be deemed to not have accrued occurred and except as of the date of termination of permitted by this Agreement, without any further action by any Term Lender or the Administrative Agent, the Swingline Lender, the Issuing Bank and the Lenders hereby agree to forbear during the extent provided Forbearance Period from exercising their rights and remedies under the Credit AgreementLoan Documents and applicable law arising as a result of the occurrence or continuance of the Specified Default and the Potential Defaults. Notwithstanding the foregoing, the forbearance granted by the Administrative Agent, the Swingline Lender, the Issuing Bank, and the Lenders shall not constitute, and shall not be deemed to constitute, (a) a waiver of the Specified Default, the Potential Defaults, or of any other Default or Event of Default under the Loan Documents or (b) a waiver of any rights or remedies arising under the Loan Documents as a result of the existence and continuance of the Liquidity Period. On and after the Forbearance Termination Date, the Administrative Agent’s, the Swingline Lender’s, the Issuing Bank’s and the Lenders’ agreement hereunder to forbear shall terminate automatically without further act or action by any such Persons, and the Administrative Agent, the Swingline Lender, the Issuing Bank and the Lenders shall be entitled to exercise any and all rights and remedies available to them under this Agreement or the other Loan Documents, at law, in equity or otherwise without any further lapse of time, expiration of applicable grace periods or requirements of notice, all of which are hereby expressly waived by each Loan Party. For the avoidance of doubt, (i) the foregoing forbearance set forth in this Section 3(f) shall not itself constitute prohibit the Administrative Agent from delivering notices relating to the Borrowing Base or notices of any other Defaults, Events of Default or a waiver with respect Forbearance Termination Event, (ii) any Overadvance that occurs under Section 2.24 of the Credit Agreement shall not be subject to any defaults forbearance, and (iii) the foregoing forbearance shall not limit or events prohibit the Administrative Agent from making Protective Advances in its discretion pursuant to Section 2.25 of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof.

Forbearance. Each Consenting Term Lender (collectively representing Subject to all the Required Lenders) agrees thatterms and conditions set forth herein, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender Bank shall forbear from (A) commencing filing any judicial enforcement proceedings legal action or instituting or enforcing any rights and remedies it may have against Borrower from the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document Forbearance Effective Date (as defined in Section 10) until the Credit Agreementdate (the “Forbearance Termination Date”) or otherwise by contractwhich is the earliest to occur of (a) November 30, in law or in equity2013, (Cb) requesting that the Administrative Agent not convert Loans (as defined in failure after the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action date hereof of Borrower to direct, instruct or authorize any Person to undertake comply with any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) terms or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination undertakings of this Agreement, without (c) the occurrence after the date hereof of any further action Event of Default (other than the Existing Defaults), and (d) the date that Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to the Obligations in connection with or related to any of the transactions contemplated by any Term Lender or of the Administrative Agentother Loan Documents. Except as expressly provided herein, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall Agreement does not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount release by Bank of any Claim, Obligations or exercising of any rights under existing Event of Default other than the Existing Defaults or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, including terminating Bank shall have no further obligations under this Agreement pursuant and shall be permitted to Section 5(b) hereofexercise at such time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the end of the Forbearance Period. The time period between the Forbearance Effective Date and the Forbearance Termination Date is referred to herein as the “Forbearance Period.”

Forbearance. Each Consenting Term Lender Effective as of the Forbearance Effective Date (collectively representing as defined below), in reliance upon the Required Lenders) agrees representations, warranties and covenants of the Obligors contained in this Forbearance Agreement, and without waiving the Specified Defaults or any other default under the Transaction Documents or Event of Default that may now exist or which may occur hereafter, each of the Collateral Agent and the Noteholder agree that, for subject to the duration terms and conditions of this Forbearance Agreement, and in each case solely with respect to the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement)Specified Defaults, (i) each Consenting Term Lender shall forbear from during the Forbearance Period, the Noteholder will not, and will not request or direct the Collateral Agent to, enforce the Noteholder’s right to immediate redemption as demanded in the Specified Default EoD Redemption Notice or exercise any of the Collateral Agent’s or the Noteholder’s other rights or remedies (Aincluding enforcement and collection actions) commencing any judicial enforcement proceedings under the Transaction Documents, by operation of law or otherwise against the Company Obligors or any of its subsidiariesthe Collateral or other property owned by the Obligors (including, without limitation, via set-off or recoupment), and (Bii) exercising (or directing any Person the Noteholder hereby directs the Collateral Agent to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise abstain from taking any action to direct, instruct or authorize any Person to undertake any of the actions described in foregoing clauses the immediately preceding clause (Ai) through (C) during the Forbearance Period, and (ii) no additional interest shall accrue pursuant to Section 2.07 the Collateral Agent hereby agrees that it will not take any of the Credit Agreement; provided foregoing actions during the Forbearance Period. The Obligors acknowledge and agree that if this Forbearance Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, limited to the extent provided specifically set forth above and no other terms, covenants, provisions, rights or remedies under the Credit Agreement. For Notes (including, for the avoidance of doubt, the forbearance set forth right to Interest, Late Charges and any other amounts in this Section 3(faccordance with the terms of the Notes during the Forbearance Period) shall not itself constitute a waiver with respect or any other Transaction Document or at law or in equity are intended to any defaults (or events shall) be affected hereby, all of default under which remain in full force and effect. Each Obligor acknowledges and agrees that beginning on March 30, 2024 and continuing throughout the Credit AgreementForbearance Period, and shall not bar the Administrative Agent thereafter if any Specified Defaults or any Consenting Term Lender from filing a proof other Event of claimDefault then exists and for so long thereafter as such Specified Defaults or any other Event of Default is continuing, taking action to establish all outstanding Current Outstanding Obligations and other Obligations shall bear interest at the amount of Default Rate in accordance with the Notes and any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofsuch Interest shall accrue Late Charges.

Forbearance. Each Consenting Term Lender (collectively representing Provided that each of the Required Lenders) agrees thatCredit Parties complies with all of the requirements contained in this Amendment and the Loan Documents, the Agents and Lenders shall forbear from enforcing their respective remedies with respect to the Pending Defaults for the duration period (the "Forbearance Period") beginning on the date hereof and ending on the Overline Termination Date (defined below). If at any time any of the Support Period, in connection Credit Parties fails to comply with any default of the requirements set forth herein or event if any additional Default or Event of default arising Default occurs under this Amendment, the Credit Agreement in connection or the other Loan Documents, Agents and Lenders may immediately commence, proceed or otherwise continue with any or all rights and remedies available under the Restructuring Loan Documents, under applicable law or otherwise (including pursuant collectively, "Lenders' Remedies") without demand or notice to Section 7.01(e) of the any Credit Agreement)Party, (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiariesbut as among Agents and Lenders, (B) exercising (or directing any Person to exercise) any remedy available subject to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 provisions of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults exercising remedies. The matters disclosed on Schedule 1 hereto shall not constitute additional Defaults or events Events of default Default during the Forbearance Period. At the end of the Forbearance Period, if Borrower has not paid, in full, all amounts due and owing under the Loan Documents, or otherwise cured the Pending Defaults to the full satisfaction of Agents and Lenders in their respective sole and absolute discretion, Agents and Lenders may proceed with Lenders' Remedies without any notice or demand to any Credit Agreement, and shall not bar the Administrative Agent Party or any Consenting Term Lender from filing a proof other party, but as among Agents and Lenders, subject to the provisions of claimthe Credit Agreement with respect to exercising remedies. Lenders and Agents are entering into this Amendment as an accommodation to the Credit Parties and the Credit Parties remain bound to perform their respective obligations under the Loan Documents. The "Overline Termination Date" shall mean October 30, taking action to establish the amount of any Claim2000, or exercising if earlier, the date upon which occurs any rights under this AgreementDefault or Event of Default other than the Pending Defaults, including terminating this Agreement pursuant including, without limitation, the Credit Parties' failure to timely make the October Interest Payment as required in Section 5(b) hereof3.3 below.

Forbearance. Each Consenting Term Lender From and after the Effective Date (collectively representing as defined below) and through the Required Lendersearlier of: (i) 4:30 p.m. Eastern Daylight Time on June 15, 2020, and (ii) the occurrence and continuance of a Triggering Event (as defined herein) (the “Forbearance Period”), each of the Participating Counterparties shall and hereby agrees to forbear from exercising any of its rights or remedies, as applicable, under its respective Applicable Agreements in respect of the Acknowledged Events of Default; provided that, for without limiting and subject to the duration foregoing, each Participating Counterparty shall be permitted, during the Forbearance Period, to request, demand, or provide notice of margin, collateral or payments under the Applicable Agreements or applicable law; provided further that nothing contained herein will prevent a Participating Counterparty from exercising any such rights or remedies that are required by FINRA Rule 4210 as long as the applicable Participating Counterparty has exercised good faith efforts to obtain a waiver of, or an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210. Except as expressly set forth in this Agreement, nothing contained in this Agreement shall be deemed to constitute a waiver of any Acknowledged Event of Default or any other default, event of default or termination event under any of the Support Applicable Agreements or an amendment, supplement or modification of any term or condition of any of the Applicable Agreements. Upon the termination of the Forbearance Period, the agreement of the Participating Counterparties to forbear as set forth in connection this Section 1 shall be void ab initio and immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind (including any written notice of such termination or any obligation to provide notice of any default, event of default, termination event or exercise of remedies that may be required under the respective Applicable Agreements), all of which are hereby waived by the Companies. The Companies hereby acknowledge and agree that, upon the termination of the Forbearance Period, the Participating Counterparties that are party hereto may at any time, and from time to time, in their sole and absolute discretion, with respect to the Acknowledged Events of Default or any other default or event of default arising that may have occurred under the Credit Agreement respective Applicable Agreements, exercise against any applicable Seller Entity (and its properties) any and all of their respective rights, remedies, powers and privileges under and in connection accordance with the Restructuring (including pursuant to Section 7.01(e) such Applicable Agreements, applicable law and/or equity, all of which rights, remedies, powers and privileges are fully reserved by each of the Credit Agreement)Participating Counterparties, (i) each Consenting Term Lender shall forbear from (A) commencing and without regard to any judicial enforcement proceedings against the Company grace or any notice periods provided under such Applicable Agreements, all of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) which shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofexpired.

Forbearance. Each Consenting Term Notwithstanding the Existing Defaults, and subject to the provisions of this Agreement, Lender (collectively representing the Required Lenders) agrees that, for until the duration expiration or earlier termination of the Support PeriodForbearance Period (as defined below), in connection with any default or event of default arising Lender will forbear from exercising its rights and remedies under the Credit Agreement Loan Documents and/or applicable law solely with respect to the Existing Defaults; provided, however, that nothing herein shall restrict, impair or otherwise affect the exercise of Lender’s rights under this Agreement; and provided, further, that no such forbearance shall constitute a waiver with respect to the Existing Defaults (other than as set forth in connection with the Restructuring following sentence). Notwithstanding anything to the contrary contained herein, if, on or prior to the expiration (including pursuant to Section 7.01(ebut not earlier termination) of the Credit Agreement)Forbearance Period, (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person Borrower Parties have satisfied the conditions to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the such forbearance set forth in this Section 3(f) shall be deemed to have accrued as 4 below (including, without limitation, the payment in full of the date of termination of this Agreement, without any further action Indebtedness by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For Borrower (including for the avoidance of doubt, the forbearance set forth in this Section 3(f) Exit Fee, the Minimum Multiple Fee and if applicable, any Breakage Fees, together with any out-of-pocket attorneys’ fees and costs accrued to such date)), Lender shall not itself constitute a waiver be deemed to have waived the Existing Defaults and shall have no right to exercise any rights or remedies under the Loan Documents and/or applicable law solely with respect to the Existing Defaults; provided that to the extent that any defaults Borrower Party makes any payment(s) to Lender which payment(s) or events any portion thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required, in connection with any bankruptcy, insolvency, reorganization, dissolution, liquidation or other like proceeding or for any other reason, to be repaid or paid over to a custodian, trustee, receiver or any other party under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of default such payment or repayment, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect as if such payment(s) had not been made and the Borrower Parties shall be primarily liable for the revived obligations. The foregoing sentence shall not be construed and is not intended to preclude Lender from exercising its rights and remedies under the Credit Agreement, and shall not bar Loan Documents and/or applicable law with respect to the Administrative Agent existence of the Existing Defaults after the expiration (other than expiration after satisfaction of the conditions to forbearance as set forth above) or any Consenting Term Lender from filing a proof earlier termination of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofForbearance Period.

Forbearance. Each Consenting Term Lender (collectively representing the Required Lenders) agrees that, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders Without limiting Sections 2 and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination 4 of this Agreement, Agents and Required Lenders hereby agree as of the Forbearance Effective Date to forbear from exercising any rights or remedies under the Loan Documents arising solely out of the Specified Events of Default until the date (the “Forbearance Termination Date”) that is the earliest of (a) October 31, 2009, (b) the occurrence of a Default or Event of Default (other than a Specified Event of Default) or (c) the occurrence of a breach or default by Borrower or any other Loan Party under this Agreement (the period beginning on the Forbearance Effective Date and ending on the Forbearance Termination Date being referred to herein as the “Forbearance Period”). This forbearance shall apply only to the Specified Events of Default and not to any other Defaults or Events of Default, including without limitation, any further action other existing Defaults or Events of Default known or not known to Agents and Lenders or Borrower or any other Loan Party at this time and any Defaults or Events of Default occurring after the date hereof, and the Agents and the Lenders reserve all of their rights to exercise rights and remedies under the Loan Documents upon the occurrence of any such other Default or Event of Default at any time, including, without limitation, before the expiry or termination of the Forbearance Period. The parties hereto agree that neither the agreements of Agents and the Lenders herein nor the acceptance by any Term Lender Agents or the Administrative AgentLenders of any of the payments provided for in the Loan Documents, nor any payment prior to the extent provided date hereof shall (i) excuse Borrower or any other Loan Party from any of its obligations under the Credit Agreement. For Loan Documents, or (ii) toll the avoidance running of doubtany time periods applicable to any such rights and remedies, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver including, without limitation, any grace periods with respect to any defaults or events of default Defaults under the Credit AgreementLoan Documents or otherwise. Each of the Borrower and the other Loan Parties agrees that it will not assert laches, and shall not bar the Administrative Agent waiver or any Consenting Term Lender from filing a proof of claim, taking action other defense to establish the amount enforcement of any Claim, of the Loan Documents based upon the agreements of Agents and the Lenders to forbear herein or exercising the acceptance by Agents or the Lenders of any rights under this Agreement, including terminating this Agreement pursuant of the payments provided for in the Loan Documents or any payment prior to Section 5(b) the date hereof.

Forbearance. Each Consenting Term Lender Bank agrees to forbear from exercising its rights and remedies under the Existing Loan Documents and at law (collectively representing "Default Rights") until the Required Lendersearlier of (a) agrees thatOctober 30, 2002, or (b) the occurrence of a Default under this Agreement (the "Forbearance Period"), notwithstanding Borrower's existing default under the Loan Agreement as a result of Borrower's failure to comply with the profitability covenant set forth in Section 6.2 of the Loan Agreement for the duration fiscal quarter ended June 30, 2002 (the foregoing being referred to as "Existing Defaults"). Hereinafter, the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement are hereinafter collectively called the "Loan Documents". By signing below, Borrower acknowledges that it is currently in default and as a result of the Support PeriodExisting Defaults, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant Bank is entitled to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of exercise its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (remedies as defined provided in the Credit AgreementExisting Loan Documents and as provided under applicable law. The Forbearance Period shall be immediately terminated, without notice, if (a) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake Borrower breaches of any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance terms set forth in this Section 3(fAgreement, (b) the occurrence of any default (other than the Existing Defaults) under the Existing Loan Documents, or (c) if any recital, representation or warranty made herein, in any document executed and delivered in connection herewith, or in any report, certificate, financial statement or other instrument or document previously, now or hereafter furnished by or on behalf of the Borrower in connection with this Agreement or any other document executed and delivered in connection with this Agreement, shall prove to have been false, incomplete or misleading in any material respect on the date as of which it was made (collectively, a "Default"), whereupon Bank, at its option, without any notice to Borrower, may immediately cease making any Advances and may immediately exercise any Default Rights. Bank's agreement to forbear from enforcing its Default Rights under the Existing Loan Documents until the end of the Forbearance Period (a) in no way shall be deemed an agreement by Bank to have accrued waive Borrower's compliance with all other terms of the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement and (b) shall not limit or impair Bank's right to demand strict performance of all other terms and covenants as of any date. Nothing in this Loan Modification and Forbearance Agreement in any way shall constitute Bank's waiver of the date Existing Defaults. Borrower further agrees that the exercise of any Default Rights by Bank upon termination of the Forbearance Period shall not be affected by reason of this Agreement, without and the Borrower shall not assert as a defense thereto the passage of time, estoppel, laches or any further action by any Term Lender or the Administrative Agent, statute of limitations to the extent provided under that the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount exercise of any Claim, or exercising any rights under Default Rights was precluded by this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof.

Forbearance. Each Consenting Term Lender (collectively representing In reliance upon the Required Lenders) representations, warranties and covenants of the Credit Parties contained in this Agreement, during the Forbearance Period, and without waiving the Acknowledged Events of Default or any other Default or Event of Default that may now exist or which may occur hereafter, each of the Administrative Agent and the Forbearing Lenders agrees that, subject to the terms and conditions of this Agreement, the Administrative Agent and the Forbearing Lenders shall forbear from exercising any remedies that it or they may have against the Borrower or any other Credit Party or their respective assets and properties solely as a result of the occurrence of the Acknowledged Events of Default. Such forbearance does not apply to any Default, Event of Default (other than the Acknowledged Events of Default) or other failure by the Borrower or any other Credit Party to perform in accordance with the Credit Agreement or any other Credit Document (including, without limitation, this Agreement). Notwithstanding the foregoing forbearance with respect to each Acknowledged Event of Default during the Forbearance Period, for the duration avoidance of doubt, an Event of Default, to the Support Periodextent having occurred and continuing, in connection with any default or event of default arising shall continue to exist for all purposes under the Credit Agreement in connection with and the Restructuring other Credit Documents, and, as a result, (including i) the Borrower may not give any Notice of Borrowing or make any Letter of Credit Request, and no Notice of Borrowing or Letter of Credit Request shall be honored during the Forbearance Period and (ii) no Auto-Extension Letter of Credit may be renewed or extended during the Forbearance Period to the extent that the Non-Extension Notice Date under any such Auto-Extension Letter of Credit occurs five (5) or more Business Days after the date hereof. The Administrative Agent, the Borrower and each Letter of Credit Issuer hereby agrees that, pursuant to Section 7.01(e3.2(b) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) shall constitute written notice that one or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 more applicable conditions specified in Article VIII of the Credit Agreement cannot be satisfied during the Support Forbearance Period absent and, therefore, no Letter of Credit Issuer shall permit the forbearance set forth in this Section 3(f) shall be deemed to have accrued as extension of the date any such Auto-Extension Letter of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, Credit to the extent provided under that the Credit Agreement. For Non-Extension Notice Date thereunder occurs during the avoidance of doubt, Forbearance Period and not less than five (5) Business Days after the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) date hereof.

Forbearance. Each Consenting Term Lender (collectively representing Notwithstanding the Required Lenders) agrees thatExisting Defaults, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available and subject to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination provisions of this Agreement, without any further action by any Term the Lender Parties agree that, until the expiration or earlier termination of the Administrative AgentForbearance Period (as defined below), the Lender Parties will forbear from exercising their rights and remedies under the Loan Documents and/or applicable law solely with respect to the extent provided Existing Defaults; provided, however, that nothing herein shall restrict, impair or otherwise affect the exercise of the Lender Parties’ rights under the Credit this Agreement. For the avoidance of doubt; and provided, the further, that no such forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to the Existing Defaults (other than as set forth in the following sentence). Notwithstanding anything to the contrary contained herein, if, on or prior to the expiration (but not earlier termination) of the Forbearance Period, the Borrower Parties have satisfied the conditions to such forbearance set forth in Section 4 below, the Lender Parties shall be deemed to have waived the Existing Defaults and shall have no right to exercise any defaults rights or events of default remedies under the Credit AgreementLoan Documents and/or applicable law solely with respect to the Existing Defaults; provided that to the extent that any Borrower Party makes any payment(s) to the Lender Parties which payment(s) or any portion thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required, in connection with any bankruptcy, insolvency, reorganization, dissolution, liquidation or other like proceeding or for any other reason, to be repaid or paid over to a custodian, trustee, receiver or any other party under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect as if such payment(s) had not been made and the Borrower Parties shall be primarily liable for the revived obligations. The foregoing sentence shall not bar be construed and is not intended to preclude the Administrative Agent Lender Parties from exercising their rights and remedies under the Loan Documents and/or applicable law with respect to the existence of the Existing Defaults after the expiration (other than expiration after satisfaction of the conditions to forbearance as set forth above) or any Consenting Term Lender from filing a proof earlier termination of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof.Forbearance Period. ​

Forbearance. Each Consenting Term Lender (collectively representing Subject to the Required Lenders) agrees thatterms and conditions set forth herein, for the duration of Administrative Agent, the Support Period, in connection with any default or event of default arising Collateral Agent and the Lenders party hereto agree to forbear from exercising their rights and remedies under the Credit Agreement and the other Credit Documents solely with respect to the Designated Events of Default until October 30, 2009 (such date, subject to the following proviso, the “Forbearance Termination Date”); provided, that the Forbearance Termination Date shall be automatically accelerated to the date of the earliest to occur of any of the following events: (a) the occurrence after the date hereof of any Default or Event of Default other than the Designated Events of Default, (b) the failure of the Borrower or any of the other Credit Parties to comply with any term, covenant or provision set forth in this Agreement, including, without limitation, those set forth in Section 1.02 and Section IV hereof, (c) the occurrence after the date hereof of any payment by or on behalf of the Borrower of any interest or other amounts (whether in cash, by capitalizing such interest or other amounts or otherwise) to the holders of (x) the Spinco Senior Notes or (y) the 13 1/8% Senior Notes issued by the Borrower pursuant to the Indenture, dated as of July 29, 2009, between the Borrower and U.S. Bank National Association, as trustee, (d) the occurrence after the date hereof of any payment by or on behalf of the Borrower of any amounts payable under or in respect of any Secured Interest Rate Agreement and (e) the date that any of the Credit Parties or any of their respective affiliates joins in, assists, cooperates or participates as an adverse party or adverse witness in any suit or other proceeding against the Administrative Agent, the Collateral Agent, the Lenders or any affiliate of the Administrative Agent, the Collateral Agent or any Lender relating to the Obligations or in respect of any amounts owing under or in connection with the Restructuring (including pursuant Credit Agreement, the other Credit Documents, this Agreement or any documents, agreements or instruments executed in connection therewith. On and after the Forbearance Termination Date, the Administrative Agent, the Collateral Agent and each of the Lenders party hereto may proceed to Section 7.01(e) enforce any and/or all of their rights and remedies under or in respect of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiariesother Credit Documents and applicable law, (B) exercising (or directing any Person including, without limitation, the right to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting require that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking Borrower repay immediately any action amounts then due and owing to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under Collateral Agent and the Credit Agreement. For Lenders without the avoidance giving of doubt, notice or the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount expiration of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofapplicable grace period.

Forbearance. Each Consenting Term Lender (collectively representing The Administrative Agent, the Required Lenders) agrees that, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under Issuing Bank agree in favor of the Credit Agreement, including without limitation pursuant Borrower that they shall refrain from taking any action to Article 7 thereof, any Credit Document foreclose or recover the “Collateral” (as defined in the Credit Pledge Agreement) or otherwise by contractinitiate collection proceedings against the Borrower with respect to the Pledge Defaults from the date hereof through and including the earlier of (i) March 31, in law 2015, or in equity, (Cii) requesting the occurrence of an Event of Default under the Credit Agreement (Licensing) (other than a Default or Event of Default that the Administrative Agent not convert Loans and the Lenders have waived in writing and a Pledge Default) (as defined in the Credit Agreement“Forbearance Period”). The Borrower acknowledges and agrees that, notwithstanding the foregoing, (a) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any each of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, the Lenders and the Issuing Bank reserves the right to enforce each and every term of the Pledge Agreement (other than remedies resulting from a Pledge Default during the Forbearance Period), and is under no duty or obligation of any kind or any nature to grant the Borrower any additional period of forbearance beyond the Forbearance Period; (b) each action of the Administrative Agent, the Lenders and the Issuing Bank in entering into this Agreement shall not be construed as a waiver or relinquishment of, or estoppel to assert, any of Administrative Agent’s rights under the Pledge Agreement or applicable law; and (c) each action of the Administrative Agent, the Lenders and the Issuing Bank in entering into this Agreement is without prejudice to the extent provided right of the Administrative Agent, the Lenders and the Issuing Bank to pursue any and all remedies available to any of them upon expiration of the Forbearance Period or immediately upon the occurrence of an Event of Default under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(fAgreement (Licensing) shall not itself constitute or a waiver with respect to any defaults or events of default “Default” under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing Pledge Agreement (other than a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofPledge Default).

Forbearance. Each Consenting Term Lender hereby agrees to forbear from exercising its rights and remedies available to it as a result of the Existing Defaults, during the forbearance term (collectively representing the Required Lenders“Forbearance Term”) agrees thatwhich shall expire on the earlier of: (a) the occurrence of any Event of Default (other than the Existing Defaults) under the Documents, (b) a breach of any of Borrower’s obligations or covenants under this Agreement, (c) if any case is commenced or a petition is filed against Borrower under any bankruptcy or debtor relief law; a receiver, liquidator or trustee of Borrower or any material asset of Borrower is appointed; any material asset of Borrower is sequestered by court order; Borrower voluntarily seeks, consents to or acquiesces in the benefit of any provision of any bankruptcy or debtor relief law; Borrower makes an assignment for the duration benefit of its creditors or admits in writing its inability to pay its debts generally as they become due; or (d) November 15, 2011. The occurrence of any of the Support Periodforegoing shall immediately operate to terminate the Lender’s agreement to forbear hereunder. Upon such termination, in connection with any default or event of default arising Lender shall have no further obligation to forbear under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement)Documents, (i) each Consenting Term Lender shall forbear from (A) commencing and may exercise any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy and all rights and remedies available to the Consenting Term Lenders and the Administrative Agent them under the Credit AgreementDocuments, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in at law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any . Any extension of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 forbearance period beyond November 15, 2011 or amendment or modification of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) Forbearance Documents shall be deemed on terms and conditions acceptable to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofat Lender’s sole and absolute discretion.

Forbearance. Each Consenting Term Subject to the terms and conditions set forth herein, the Lender (collectively representing the Required Lenders) hereby agrees that, for during the duration period commencing on the date hereof to (but excluding) the earlier of (a) November 30, 2009 and (b) the Support Perioddate that a Forbearance Termination Event occurs (such period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement"FORBEARANCE PERIOD"), (i) each Consenting Term the Lender shall forbear from (Ai) commencing any judicial enforcement proceedings against declaring the Company or any of its subsidiariesLoans, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders all interest thereon and the Administrative Agent all other amounts payable under the Credit Agreement, including without limitation pursuant Loan Documents to Article 7 thereof, any Credit Document (be due and payable as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any a result of the actions in foregoing clauses (A) through (C) occurrence of the Specified Defaults and (ii) no additional interest shall accrue pursuant instituting any judicial or non-judicial action or proceeding to Section 2.07 enforce or obtain payment of the Credit Agreement; provided that if this Agreement is terminated Loans or to enforce the Lender's Liens as a result of the Specified Defaults. The Borrower agrees that, during the Support Period Forbearance Period, the outstanding principal amount of the Note shall bear interest at a rate per annum equal to the lesser of (i) 18% and (ii) the maximum rate permitted by law. Nothing set forth herein or contemplated hereby is intended to constitute an agreement by the Lender to forbear from exercising any of the rights or remedies available to it under the Loan Documents or under applicable law (all of which rights and remedies are hereby expressly reserved by the Lender) with respect to the Specified Defaults upon or after the termination of the Forbearance Period. In addition, nothing herein shall be construed to constitute an agreement by the Lender to forbear from exercising any rights and remedies available to it under the Loan Documents as a result of any Default or Event of Default that may exist on or after the date hereof, other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance Specified Defaults. Except as expressly set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) Agreement shall not itself constitute operate as a waiver with respect to any defaults waiver, amendment or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount modification of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofLoan Document.

Forbearance. Each Consenting Term Lender During the period (collectively representing the Required Lenders“Forbearance Period”) agrees thatcommencing on the date hereof and ending on the date of any Forbearance Default (as defined below), for and subject to the duration satisfaction of the Support Periodconditions set forth in Section 2 hereof, in connection with any default or event of default arising the Agents and the Lenders will forbear from exercising their rights and remedies under the Credit Agreement and the other Loan Documents solely with respect to the Existing Defaults. “Forbearance Default” shall mean: (i) an Event of Default (other than the Existing Defaults), (ii) the failure of either Borrower to keep or perform any of the covenants or agreements contained herein providing for a payment or prepayment to the Agents or the Lenders, (iii) the failure of either Borrower to keep or perform any of the covenants or agreements contained herein (other than those referred to in connection clause (ii) above) two Business Days after the date the Borrowers receive written notice from an Agent of any such failure (the “Notice Period”), provided that in the event any such failure is remedied within the Notice Period, such failure shall not constitute a Forbearance Default, (iv) any representation or warranty of either Borrower herein shall be incorrect when made or deemed made in any material respect, (v) the U.S. Borrower and LHPG shall not have filed the Disclosure Statement and Plan by February 28, 2002, (vi) the U.S. Borrower and LHPG file, propound or otherwise support any plan of reorganization other than the Plan or other creditors of the U.S. Borrower or of LHPG file any plan of reorganization other than the Plan in accordance with the Restructuring (including pursuant to Section 7.01(e1121(c) of the Credit Agreement)Bankruptcy Code, (ivii) each Consenting Term Lender shall forbear from the Plan is modified or replaced such that it (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiariessuch replacement) at any time is not consistent in all material respects with the Senior Debt Term Sheet, (Bviii) exercising the definitive documentation for the Plan and Disclosure Statement provides, or is modified to provide, for any terms that are not consistent in all material respects with the Senior Debt Term Sheet, (ix) the U.S. Borrower or directing any Person LHPG shall withdraw or revoke the Plan or the U.S. Borrower or LHPG shall publicly announce its intention not to exercisepursue the Plan, (x) an examiner with expanded powers or a trustee shall have been appointed or elected in the Chapter 11 Case, the Chapter 11 Case shall have been converted to a case under chapter 7 of the Bankruptcy Code, or the Chapter 11 Case shall have been dismissed by order of the Bankruptcy Court for the District of Delaware and (xi) any remedy available to other event shall occur, the Consenting Term Lenders and effect or result of which, is the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake termination of any of the actions in foregoing clauses (A) through (C) Forbearance and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued Lock-Up Agreements dated as of November 19, 2001 among the date of termination of this AgreementU.S. Borrower, without any further action by any Term Lender or LHPG and the Administrative Agent, to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or events of default under the Credit Agreement, and shall not bar the Administrative Agent or any “Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereofHolder” party thereto.

Forbearance. Each Consenting Term Lender (collectively representing Effective upon the Required Lenders) agrees that, for the duration later of the Support date of execution of this Agreement, and the Subordination Agreement and the satisfaction of the other Forbearance Conditions (such later date, the “Effective Date”) until the Forbearance Expiration Date (such date from the Effective Date through the Forbearance Expiration Date or the Extended Expiration Date if the Expiration Date has been extended, the “Forbearance Period”), the Investor agrees to withdraw the Existing Redemption Notice ab initio and not to exercise any of its rights or remedies with respect to the Existing Defaults through the Forbearance Expiration Date (in each case, excluding (a) any action in connection with any default Bankruptcy Event of Default (as defined in the Note), and/or (b) any action taken by any holder (or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(eany representative or agent thereof) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against indebtedness of the Company or any of its subsidiariesSubsidiaries to establish, maintain or create or perfect a lien on any assets of the Company or any of its Subsidiaries) (the “Forbearance”). In consideration for the foregoing Forbearance, (Bi) exercising as of the Effective Date, Schedule 32(w) of the Remaining Note is hereby amended and restated in the form attached hereto as Schedule II (the “Schedule Amendment”), (ii) on the date hereof the Company shall pay the Legal Counsel Amount to Xxxxxx Xxxx & Xxxxxx LLP, by wire transfer in U.S. dollars and immediately available funds in accordance with the instructions provided to the Company on the invoice delivered to the Company with respect thereto prior to the date hereof , (iv) until such time as the Company is current in its public filings with the SEC, except with the express written consent of the Investor, the Company and its Subsidiaries shall cease all cash withdrawals for, and/or payments of any amounts of any kind to, any officer, director, employee, affiliate, agent or other related parties of the Company or any of its Subsidiaries (or directing any Person of their officers, directors, employees, affiliates, agents or other related parties) other than payments of ordinary salaries and reimbursement of ordinary expenses to exercise) any remedy available to employees, officers and directors of the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined Company in the Credit Agreement) or otherwise by contractordinary course of business, in law or in equity, consistent with past practices (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C“Payment Restriction Covenant”) and (iiv) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) on or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, without any further action by any Term Lender or the Administrative Agent, prior to the extent provided under the Credit Agreement. For the avoidance of doubtForbearance Expiration Date, the forbearance set forth in this Section 3(f) Company shall not itself constitute a waiver with respect duly execute and deliver to any defaults or events of default under the Credit Investor the Subordination Agreement, and shall not bar the Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Claim, or exercising any rights under this Agreement, including terminating this Agreement pursuant to Section 5(b) hereof.