Common use of Forbearance Agreement Clause in Contracts

Forbearance Agreement. (a) From the Closing Date until the Forbearance Termination Date, ▇▇▇▇▇▇ agrees and acknowledges that it shall forbear from accelerating or otherwise enforcing the obligations of Borrower due under the Leverage Loan Documents and from exercising any Lien Enforcement Action or otherwise take any action to foreclose on the Collateral following an Event of Default (whether at maturity or otherwise). (b) ▇▇▇▇▇▇ (either personally or through an agent) is hereby expressly prohibited from initiating or pursuing, and hereby agrees not to initiate or pursue, any Lien Enforcement Action or otherwise taking any other action to enforce remedies under any of the Leverage Loan Documents until the Forbearance Termination Date. After the Forbearance Termination Date, Lender shall be free, in its sole and absolute discretion, to accelerate the payment in full of all of Borrower’s obligations to Lender under the Leverage Loan Documents and to institute proceedings to enforce its rights and remedies under the Leverage Loan Documents and/or as provided by applicable law. (c) Notwithstanding the limits on enforcement herein, nothing shall prohibit or prevent Lender from: (i) giving notice of a default under the Leverage Loan Documents, (ii) from declaring an Event of Default under the Leverage Loan Documents; (iii) pursuing a Lien Enforcement Action following a Final Determination that such default was caused as a result of criminal misconduct, theft of funds, knowing malfeasance or fraud by the Investor or Borrower and such default resulted in a material adverse impact on Lender; (iv) pursuing a collection or other legal action (other than any action which could result in a Lien Enforcement Action) to require Borrower to apply cash distributions and/or dividends received from the Sub-CDE and retained by Borrower in violation of any of the Leverage Loan Documents, ▇▇▇▇▇▇▇▇’s Operating Agreement and/or the Sub-CDE Agreement; (v) subject to the terms of Section 32 of the Leverage Loan Agreement, pursuing a collection or other legal action (other than any action which could result in a Lien Enforcement Action) to require the Investor to timely provide Borrower with sufficient Tax Reimbursement Contributions to the extent and in the amounts required to be funded in accordance with the Borrower’s Operating Agreement; or (vi) sending any notices to any persons or entities concerning the existence of security interests or liens in favor of the Lender relating to such Collateral, and/or (vii) filing any financing statements or other instruments or certificates, or any amendments or assignments thereof, in any public records. The Investor and ▇▇▇▇▇▇▇▇ acknowledge and agree that ▇▇▇▇▇▇’s delay in or failure to exercise any such rights as a result of the limitations contained in this Section 2 shall not constitute a waiver of any such rights by ▇▇▇▇▇▇. (d) In accordance with subsection (c)(v) above, ▇▇▇▇▇▇ agrees and acknowledges that it shall have no right, interest in or ability to receive and/or compel Borrower or the Investor to make or receive any Tax Reimbursement Contribution other than and unless: (i) no event of default has occurred or is then occurring with respect to any QLICI, (ii) the Sub-CDE actually received the current full and complete periodic loan payment from the Project Borrower with respect to the QLICI and made the corresponding payment of due and payable federal and state income tax and (iii) the Investor has refused to make the matching Tax Reimbursement Contribution to Borrower as and when due. To the extent items (i), (ii) and (iii) have actually occurred, Lender may compel Borrower and the Investor to provide within fifteen (15) Business Days an amount equal to any then due and owing Tax Reimbursement Contribution. Notwithstanding the foregoing, in no event shall Lender have any right to Excess Tax Reimbursement Contribution Proceeds.

Forbearance Agreement. Subject to the terms and conditions set forth herein, the Administrative Agent and each of the Lenders agrees to forbear from (a) From exercising their rights and remedies under the Closing Date Credit Agreement and the other Loan Documents to collect the indebtedness of the Borrowers to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents and (b) ceasing to make Revolving Credit Loans or International Facility Loans or to issue, extend or renew Letters of Credit until that date (the "Forbearance Termination Date") which is the earliest to occur of (i) the failure after the date hereof of the Borrowers and their Subsidiaries to comply with any of the terms or conditions set forth in the Credit Agreement and/or the other Loan Documents (as modified by this Amendment), other than the failure to comply with the provisions of Sections 11.1 - 11.4 of the Credit Agreement for 3 -3- the period commencing on January 1, 2001 and ending on January 31, 2001, (ii) the occurrence after the date hereof of any Default or Event of Default, other than a Default or Event of Default resulting from the failure to comply with the provisions of Sections 11.1 - 11.4 of the Credit Agreement for the period commencing on January 1, 2001 and ending on January 31, 2001, (iii) the failure of the Borrowers or their Subsidiaries to comply with any term set forth in this Amendment, (iv) the date on which the Administrative Agent determines that a material adverse change in the business, assets, financial condition or prospects of the Borrowers and their Subsidiaries, taken as a whole, has occurred, (v) the date that the Borrowers, any of their Subsidiaries or any Affiliate of the Borrowers shall commence any litigation proceeding against the Administrative Agent or any Lender or any Affiliate of the Administrative Agent or any Lender in connection with or related to any of the transactions contemplated by the Credit Agreement, the other Loan Documents, this Amendment or any documents, agreements or instruments executed in connection with any of the foregoing, (vi) the date that any holder of Subordinated Debt takes any action in enforcement of its rights under such Subordinated Debt, or any "Event of Default" under and as defined in any instrument evidencing any such Subordinated Debt shall have occurred, the effect of which would, but for the provisions of the Intercreditor and Subordination Agreement dated as of August 29, 2000, with respect thereto, be to permit the holder of such Subordinated Debt to accelerate such Indebtedness, or (vii) January 31, 2001. On and after the Forbearance Termination Date, ▇▇▇▇▇▇ agrees the Administrative Agent and acknowledges that it shall forbear from accelerating or otherwise enforcing the obligations of Borrower due under the Leverage Loan Documents and from exercising any Lien Enforcement Action or otherwise take any action to foreclose on the Collateral following an Event of Default (whether at maturity or otherwise). (b) ▇▇▇▇▇▇ (either personally or through an agent) is hereby expressly prohibited from initiating or pursuing, and hereby agrees not to initiate or pursue, any Lien Enforcement Action or otherwise taking any other action to enforce remedies under any each of the Leverage Loan Documents until the Forbearance Termination Date. After the Forbearance Termination Date, Lender Lenders shall be free, free in its sole and absolute discretion, discretion to accelerate the payment in full of proceed to enforce any or all of Borrower’s obligations to Lender its rights under or in respect of the Leverage Credit Agreement, the other Loan Documents and to institute proceedings to enforce its rights and remedies under the Leverage Loan Documents and/or as provided by applicable law. (c) Notwithstanding the limits on enforcement herein, nothing shall prohibit or prevent Lender from: (i) giving notice of a default under the Leverage Loan Documentsincluding, without limitation, (iix) from declaring an Event of Default under the Leverage Loan Documents; (iii) pursuing a Lien Enforcement Action following a Final Determination that such default was caused as a result of criminal misconduct, theft of funds, knowing malfeasance or fraud by the Investor or Borrower and such default resulted in a material adverse impact on Lender; (iv) pursuing a collection or other legal action (other than any action which could result in a Lien Enforcement Action) to require Borrower to apply cash distributions and/or dividends received from the Sub-CDE and retained by Borrower in violation of any of the Leverage Loan Documents, ▇▇▇▇▇▇▇▇’s Operating Agreement and/or the Sub-CDE Agreement; (v) subject to the terms of Section 32 of the Leverage Loan Agreement, pursuing a collection or other legal action (other than any action which could result in a Lien Enforcement Action) right to require the Investor immediate repayment of the Loans and the other Obligations in full, (y) the right to timely provide Borrower with sufficient Tax Reimbursement Contributions require deposit of cash collateral or the delivery of a letter of credit reasonably satisfactory to the extent and Administrative Agent in the amounts required to be funded in accordance with the Borrower’s Operating Agreement; or (vi) sending any notices to any persons or entities concerning the existence of security interests or liens in favor of the Lender relating to such Collateral, and/or (vii) filing any financing statements or other instruments or certificates, or any amendments or assignments thereof, in any public records. The Investor and ▇▇▇▇▇▇▇▇ acknowledge and agree that ▇▇▇▇▇▇’s delay in or failure to exercise any such rights as a result of the limitations contained in this Section 2 shall not constitute a waiver of any such rights by ▇▇▇▇▇▇. (d) In accordance with subsection (c)(v) above, ▇▇▇▇▇▇ agrees and acknowledges that it shall have no right, interest in or ability to receive and/or compel Borrower or the Investor to make or receive any Tax Reimbursement Contribution other than and unless: (i) no event of default has occurred or is then occurring with respect to any QLICI, (ii) the Sub-CDE actually received the current full and complete periodic loan payment from the Project Borrower with respect to the QLICI and made the corresponding payment of due and payable federal and state income tax and (iii) the Investor has refused to make the matching Tax Reimbursement Contribution to Borrower as and when due. To the extent items (i), (ii) and (iii) have actually occurred, Lender may compel Borrower and the Investor to provide within fifteen (15) Business Days an amount equal to any the then due Maximum Drawing Amount of all Letters of Credit in accordance with Section 5.2(c) of the Credit Agreement, and owing Tax Reimbursement Contribution. Notwithstanding (z) the foregoing, in no event shall Lender have any right to Excess Tax Reimbursement Contribution Proceedscease making Revolving Credit Loans or International Facility Loans, or issuing, extending or renewing Letters of Credit.

Forbearance Agreement. (a) From Subject to Section 2 hereof, the Closing Date until Consenting Holders hereby agree to forbear, during the Forbearance Termination DatePeriod, ▇▇▇▇▇▇ agrees from exercising their rights to accelerate the maturity of the Notes, declare all amounts under the Notes and acknowledges that it Indenture immediately due and payable and exercise any other rights and remedies available under the Indenture (and from directing the Trustee to exercise such rights and remedies) arising from the Specified Event of Default, subject to the terms, limitations, conditions, representations, warranties, amendments and modifications set forth in this Agreement; provided, that, notwithstanding anything contained herein to the contrary, nothing herein shall forbear from accelerating limit, restrict, impair or otherwise enforcing modify the obligations Consenting Holders’ or the Trustee’s right or ability to take any of Borrower due the following actions at any time (including during the Forbearance Period): (i) declare and/or send (or instruct the Trustee to do so) any notices and communications with respect to this Agreement (including with respect to a Default or Event of Default or any other breach of the Indenture or this Agreement, and any reservation of rights or similar matters) that do not accelerate the maturity of the Notes, declare amounts under the Leverage Loan Documents Notes and Indenture immediately due and payable or exercise any other rights and remedies available under the Indenture arising from the Specified Event of Default; (ii) structure, negotiate, document and/or enter into any arrangements with respect to the Notes in connection with the restructuring thereof; (iii) enforce the terms of the Indenture or this Agreement other than with respect to the Specified Event of Default, including exercising any Lien Enforcement Action rights and remedies for specific performance or equitable relief to compel the Company and each of the Guarantors to comply with any obligations under the Indenture or this Agreement (including any action to enjoin or otherwise restrain any sale or other disposition of its property and assets not permitted by the Indenture or hereunder), or take any other action that does not constitute an exercise of creditor rights and remedies; (iv) accelerate the maturity of the Notes, declare amounts under the Notes and Indenture immediately due and payable or exercise any other rights and remedies available under the Indenture arising from any Event of Default other than the Specified Event of Default; and (v) take any action to foreclose on the Collateral following an Event of Default (whether at maturity or otherwise). (b) ▇▇▇▇▇▇ (either personally or through an agent) is hereby expressly prohibited from initiating or pursuingextent necessary to preserve rights, and hereby agrees not to initiate or pursue, any Lien Enforcement Action or otherwise taking any other action to enforce remedies under any of prevent the Leverage Loan Documents until the Forbearance Termination Date. After the Forbearance Termination Date, Lender shall be free, in its sole and absolute discretion, to accelerate the payment in full of all of Borrower’s obligations to Lender under the Leverage Loan Documents and to institute proceedings to enforce its rights and remedies under the Leverage Loan Documents and/or as provided by applicable law. (c) Notwithstanding the limits on enforcement herein, nothing shall prohibit or prevent Lender from: (i) giving notice of a default under the Leverage Loan Documents, (ii) from declaring an Event of Default under the Leverage Loan Documents; (iii) pursuing a Lien Enforcement Action following a Final Determination that such default was caused as a result of criminal misconduct, theft of funds, knowing malfeasance or fraud by the Investor or Borrower and such default resulted in a material adverse impact on Lender; (iv) pursuing a collection or other legal action (other than any action which could result in a Lien Enforcement Action) to require Borrower to apply cash distributions and/or dividends received from the Sub-CDE and retained by Borrower in violation running of any applicable statute of the Leverage Loan Documents, ▇▇▇▇▇▇▇▇’s Operating Agreement and/or the Sub-CDE Agreement; (v) subject to the terms of Section 32 of the Leverage Loan Agreement, pursuing a collection limitation or other legal action (other than any action which could result in a Lien Enforcement Action) to require the Investor to timely provide Borrower with sufficient Tax Reimbursement Contributions to the extent and in the amounts required to be funded in accordance with the Borrower’s Operating Agreement; or (vi) sending any notices to any persons or entities concerning the existence of security interests or liens in favor of the Lender relating to such Collateral, and/or (vii) filing any financing statements or other instruments or certificatessimilar restriction on claims, or any amendments to assert a compulsory cross-claim or assignments thereof, in any public records. The Investor and ▇▇▇▇▇▇▇▇ acknowledge and agree that ▇▇▇▇▇▇’s delay in or failure to exercise any such rights as a result of the limitations contained in this Section 2 shall not constitute a waiver of any such rights by ▇▇▇▇▇▇counterclaim. (d) In accordance with subsection (c)(v) above, ▇▇▇▇▇▇ agrees and acknowledges that it shall have no right, interest in or ability to receive and/or compel Borrower or the Investor to make or receive any Tax Reimbursement Contribution other than and unless: (i) no event of default has occurred or is then occurring with respect to any QLICI, (ii) the Sub-CDE actually received the current full and complete periodic loan payment from the Project Borrower with respect to the QLICI and made the corresponding payment of due and payable federal and state income tax and (iii) the Investor has refused to make the matching Tax Reimbursement Contribution to Borrower as and when due. To the extent items (i), (ii) and (iii) have actually occurred, Lender may compel Borrower and the Investor to provide within fifteen (15) Business Days an amount equal to any then due and owing Tax Reimbursement Contribution. Notwithstanding the foregoing, in no event shall Lender have any right to Excess Tax Reimbursement Contribution Proceeds.

Forbearance Agreement. Subject to the terms and conditions set forth herein, each of the Administrative Agent and the Lenders agrees to forbear from (a) From exercising their rights and remedies under the Closing Date Credit Agreement and the other Loan Documents to collect the indebtedness of the Borrowers to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents and (b) ceasing to make Revolving Credit Loans or International Facility Loans or to issue, extend or renew Letters of Credit until that date (the "Forbearance Termination Date") which is the earliest to occur of (i) the failure after the date hereof of the Borrowers and their Subsidiaries to comply with any of the terms or conditions set forth in the Credit Agreement and/or the other Loan Documents (as modified by this Amendment), other than the failure to comply with the provisions of Sections 11.1 - 11.4 of the Credit Agreement for the period commencing on January 1, 2001 and ending on March 29, 2001 (the "Specified Defaults"), (ii) the occurrence after the date hereof of any Default or Event of Default, other than a Specified Default, (iii) the failure of the Borrowers or their Subsidiaries to comply with any term set forth in this Amendment, (iv) the date on which the Administrative Agent determines that a material adverse change in the business, assets, financial condition or prospects of the Borrowers and their Subsidiaries, taken as a whole, has occurred, (v) the date that the Borrowers, any of their Subsidiaries or any Affiliate of the Borrowers shall commence any litigation proceeding against the Administrative Agent or any Lender or any Affiliate of the Administrative Agent or any Lender in connection with or related to any of the transactions contemplated by the Credit Agreement, the other Loan Documents, this Amendment or any documents, agreements or instruments executed in connection with any of the foregoing, (vi) the date that any holder of Subordinated Debt takes any action in enforcement of its rights under such Subordinated Debt, or any "Event of Default" under and as defined in any instrument evidencing any such Subordinated Debt shall have occurred, the effect of which would be to permit the holder of such Subordinated Debt to accelerate such Indebtedness, or (vii) March 29, 2001. On and after the Forbearance Termination Date, ▇▇▇▇▇▇ agrees and acknowledges that it shall forbear from accelerating or otherwise enforcing the obligations of Borrower due under the Leverage Loan Documents and from exercising any Lien Enforcement Action or otherwise take any action to foreclose on the Collateral following an Event of Default (whether at maturity or otherwise). (b) ▇▇▇▇▇▇ (either personally or through an agent) is hereby expressly prohibited from initiating or pursuing, and hereby agrees not to initiate or pursue, any Lien Enforcement Action or otherwise taking any other action to enforce remedies under any each of the Leverage Loan Documents until Administrative Agent and the Forbearance Termination Date. After the Forbearance Termination Date, Lender Lenders shall be free, free in its sole and absolute discretion, discretion to accelerate the payment in full of proceed to enforce any or all of Borrower’s obligations to Lender its rights under or in respect of the Leverage Credit Agreement, the other Loan Documents and to institute proceedings to enforce its rights and remedies under the Leverage Loan Documents and/or as provided by applicable law. (c) Notwithstanding the limits on enforcement herein, nothing shall prohibit or prevent Lender from: (i) giving notice of a default under the Leverage Loan Documentsincluding, without limitation, (iix) from declaring an Event of Default under the Leverage Loan Documents; (iii) pursuing a Lien Enforcement Action following a Final Determination that such default was caused as a result of criminal misconduct, theft of funds, knowing malfeasance or fraud by the Investor or Borrower and such default resulted in a material adverse impact on Lender; (iv) pursuing a collection or other legal action (other than any action which could result in a Lien Enforcement Action) to require Borrower to apply cash distributions and/or dividends received from the Sub-CDE and retained by Borrower in violation of any of the Leverage Loan Documents, ▇▇▇▇▇▇▇▇’s Operating Agreement and/or the Sub-CDE Agreement; (v) subject to the terms of Section 32 of the Leverage Loan Agreement, pursuing a collection or other legal action (other than any action which could result in a Lien Enforcement Action) right to require the Investor immediate repayment of the Loans and the other Obligations in full, (y) the right to timely provide Borrower with sufficient Tax Reimbursement Contributions require deposit of cash collateral or the delivery of a letter of credit reasonably satisfactory to the extent and Administrative Agent in the amounts required to be funded in accordance with the Borrower’s Operating Agreement; or (vi) sending any notices to any persons or entities concerning the existence of security interests or liens in favor of the Lender relating to such Collateral, and/or (vii) filing any financing statements or other instruments or certificates, or any amendments or assignments thereof, in any public records. The Investor and ▇▇▇▇▇▇▇▇ acknowledge and agree that ▇▇▇▇▇▇’s delay in or failure to exercise any such rights as a result of the limitations contained in this Section 2 shall not constitute a waiver of any such rights by ▇▇▇▇▇▇. (d) In accordance with subsection (c)(v) above, ▇▇▇▇▇▇ agrees and acknowledges that it shall have no right, interest in or ability to receive and/or compel Borrower or the Investor to make or receive any Tax Reimbursement Contribution other than and unless: (i) no event of default has occurred or is then occurring with respect to any QLICI, (ii) the Sub-CDE actually received the current full and complete periodic loan payment from the Project Borrower with respect to the QLICI and made the corresponding payment of due and payable federal and state income tax and (iii) the Investor has refused to make the matching Tax Reimbursement Contribution to Borrower as and when due. To the extent items (i), (ii) and (iii) have actually occurred, Lender may compel Borrower and the Investor to provide within fifteen (15) Business Days an amount equal to any the then due Maximum Drawing Amount of all Letters of Credit in accordance with Section 5.2(c) of the Credit Agreement, and owing Tax Reimbursement Contribution. Notwithstanding (z) the foregoing, in no event shall Lender have any right to Excess Tax Reimbursement Contribution Proceedscease making Revolving Credit Loans or International Facility Loans, or issuing, extending or renewing Letters of Credit.

Forbearance Agreement. Subject to the terms and conditions set forth herein, each of the Administrative Agent and the Lenders agrees to forbear from (a) From the Closing Date until the Forbearance Termination Date, ▇▇▇▇▇▇ agrees and acknowledges that it shall forbear from accelerating or otherwise enforcing the obligations of Borrower due under the Leverage Loan Documents and from exercising any Lien Enforcement Action or otherwise take any action to foreclose on the Collateral following an Event of Default (whether at maturity or otherwise). (b) ▇▇▇▇▇▇ (either personally or through an agent) is hereby expressly prohibited from initiating or pursuing, and hereby agrees not to initiate or pursue, any Lien Enforcement Action or otherwise taking any other action to enforce remedies under any of the Leverage Loan Documents until the Forbearance Termination Date. After the Forbearance Termination Date, Lender shall be free, in its sole and absolute discretion, to accelerate the payment in full of all of Borrower’s obligations to Lender under the Leverage Loan Documents and to institute proceedings to enforce its their rights and remedies under the Leverage Credit Agreement and the other Loan Documents and/or as provided by applicable law. to collect the indebtedness of the Borrowers to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents, and (cb) Notwithstanding ceasing to make Revolving Credit Loans or International Facility Loans or to issue, extend or renew Letters of Credit until that date (the limits on enforcement herein, nothing shall prohibit or prevent Lender from: "Forbearance Termination Date") which is the earliest to occur of (i) giving notice the failure after the date hereof of a default under the Leverage Borrowers and their Subsidiaries to comply with any of the terms or conditions set forth in the Credit Agreement and/or the other Loan Documents, (ii) from declaring an Event of Default under the Leverage Loan Documents; (iii) pursuing a Lien Enforcement Action following a Final Determination that such default was caused as a result of criminal misconduct, theft of funds, knowing malfeasance or fraud by the Investor or Borrower and such default resulted in a material adverse impact on Lender; (iv) pursuing a collection or other legal action (other than any action which could result in a Lien Enforcement Action) the failure to require Borrower to apply cash distributions and/or dividends received from comply with the Sub-CDE and retained by Borrower in violation provisions of any SectionSection11.1 - 11.5 of the Leverage Loan DocumentsCredit Agreement for the period commencing on January 1, ▇▇▇▇▇▇▇▇’s Operating Agreement and/or 2001 and ending on September 27, 2001 (the Sub-CDE Agreement; (v) subject to the terms of Section 32 of the Leverage Loan Agreement, pursuing a collection or other legal action (other than any action which could result in a Lien Enforcement Action) to require the Investor to timely provide Borrower with sufficient Tax Reimbursement Contributions to the extent and in the amounts required to be funded in accordance with the Borrower’s Operating Agreement; or (vi) sending any notices to any persons or entities concerning the existence of security interests or liens in favor of the Lender relating to such Collateral, and/or (vii) filing any financing statements or other instruments or certificates, or any amendments or assignments thereof, in any public records. The Investor and ▇▇▇▇▇▇▇▇ acknowledge and agree that ▇▇▇▇▇▇’s delay in or failure to exercise any such rights as a result of the limitations contained in this Section 2 shall not constitute a waiver of any such rights by ▇▇▇▇▇▇. (d) In accordance with subsection (c)(v) above, ▇▇▇▇▇▇ agrees and acknowledges that it shall have no right, interest in or ability to receive and/or compel Borrower or the Investor to make or receive any Tax Reimbursement Contribution other than and unless: (i) no event of default has occurred or is then occurring with respect to any QLICI"Specified Defaults"), (ii) the Sub-CDE actually received occurrence after the current full and complete periodic loan payment from the Project Borrower with respect to the QLICI and made the corresponding payment date hereof of due and payable federal and state income tax and any Default or Event of Default, other than a Specified Default, (iii) the Investor has refused failure of the Borrowers to (a) make prepayments of principal on account of the matching Tax Reimbursement Contribution Term Loan of, and (b) prepay and permanently reduce the Revolving Credit Loans by an aggregate amount of not less than Fifty Million Dollars ($50,000,000) (the "$50,000,000 Prepayment") prior to Borrower as and when due. To the extent items (i)June 27, 2001, (iiiv) the failure of the Borrowers after the date hereof to comply with the financial covenant set forth in Section3(a) hereof, (v) the failure of the Borrowers or their Subsidiaries to comply with any term set forth in this Agreement, (vi) the date on which the Administrative Agent determines that a material adverse change in the business, assets, financial condition or prospects of the Borrowers and (iii) have actually their Subsidiaries, taken as a whole, has occurred, (vii) the date that the Borrowers, any of their Subsidiaries or any Affiliate of the Borrowers shall commence any litigation proceeding against the Administrative Agent or any Lender may compel Borrower and or any Affiliate of the Investor to provide within fifteen (15) Business Days an amount equal Administrative Agent or any Lender in connection with or related to any then due and owing Tax Reimbursement Contribution. Notwithstanding of the transactions contemplated by the Credit Agreement, the other Loan Documents, this Agreement or any documents, agreements or instruments executed in connection with any of the foregoing, (viii) the date that any holder of Subordinated Debt takes any action in no event enforcement of its rights under such Subordinated Debt, or any "Event of Default" under and as defined in any instrument evidencing any such Subordinated Debt shall Lender have any right occurred, the effect of which would be to Excess Tax Reimbursement Contribution Proceeds.permit the holder of such Subordinated Debt to accelerate such Indebtedness, and (ix)

Forbearance Agreement. Subject to the terms, and in consideration of and reliance upon, the agreements of the Borrowers and the Guarantors contained herein, the Administrative Agents and the undersigned Lenders hereby agree to forbear from (i) exercising their rights and remedies relating to the Specified Default and (ii) exercising their right to determine not to make any Credit Extension based on the existence of the Specified Default, in each case, during (but only during) the period (the “Forbearance Period”) commencing as of the date hereof and until that date (the “Forbearance Termination Date”) which is the earliest to occur of (a) From the Closing Date until the Forbearance Termination DateMay 13, ▇▇▇▇▇▇ agrees and acknowledges that it shall forbear from accelerating or otherwise enforcing the obligations of Borrower due under the Leverage Loan Documents and from exercising any Lien Enforcement Action or otherwise take any action to foreclose on the Collateral following an Event of Default (whether at maturity or otherwise). 2008, (b) ▇▇▇▇▇▇ the occurrence of any other Default or Event of Default, other than the Specified Default, (either personally or through an agentc) is hereby expressly prohibited from initiating or pursuing, and hereby agrees not to initiate or pursuethe failure after the date hereof of the Borrowers, any Lien Enforcement Action Guarantor or otherwise taking any other action of their respective Subsidiaries, to enforce remedies under comply with any of the Leverage terms of this Forbearance Agreement, (d) the date that the Borrowers, any Guarantor or any of their respective Subsidiaries, or any affiliate of the Borrowers, any Guarantor or any of their respective Subsidiaries, or any person or entity claiming by or through either the Borrowers, any Guarantor or any of their respective Subsidiaries joins in, assists, cooperates or participates as an adverse party or adverse witness in any suit or other proceeding against any Lender, the Administrative Agents or any affiliate of any of them, relating to the Obligations or any of the transactions contemplated by the Credit Agreement, the other Loan Documents until Documents, this Forbearance Agreement or any other documents, agreements or instruments executed in connection with this Forbearance Agreement and (e) the date on which Excess Availability is less than $50,000,000. Such forbearance shall automatically, and without action, notice, demand or any other occurrence, expire on and as of the Forbearance Termination Date. After Except as expressly provided above in this Section 1, each of the Forbearance Termination Date, Lender shall be free, in its sole Lenders and absolute discretion, the Administrative Agents reserves the right to accelerate the payment in full of exercise all of Borrower’s obligations to Lender under the Leverage Loan Documents and to institute proceedings to enforce its rights and remedies under the Leverage Credit Agreement and the other Loan Documents. Upon the Forbearance Termination Date, the Lenders and the Administrative Agents shall be free in their sole and absolute discretion to proceed to enforce any or all of their rights and remedies under or in respect of the Credit Agreement and the other Loan Documents and/or as provided by and applicable law. (c) Notwithstanding the limits on , including without limitation, those credit termination, acceleration, enforcement herein, nothing shall prohibit or prevent Lender from: (i) giving notice of a default under the Leverage Loan Documents, (ii) from declaring an Event of Default under the Leverage Loan Documents; (iii) pursuing a Lien Enforcement Action following a Final Determination that such default was caused as a result of criminal misconduct, theft of funds, knowing malfeasance or fraud and other rights and remedies arising by the Investor or Borrower and such default resulted in a material adverse impact on Lender; (iv) pursuing a collection or other legal action (other than any action which could result in a Lien Enforcement Action) to require Borrower to apply cash distributions and/or dividends received from the Sub-CDE and retained by Borrower in violation of any virtue of the Leverage Loan Documents, ▇▇▇▇▇▇▇▇’s Operating Agreement and/or the Sub-CDE Agreement; (v) subject to the terms of Section 32 occurrence of the Leverage Loan Agreement, pursuing a collection or other legal action (other than any action which could result in a Lien Enforcement Action) to require the Investor to timely provide Borrower with sufficient Tax Reimbursement Contributions to the extent Specified Default and in the amounts required to be funded in accordance with the Borrower’s Operating Agreement; or (vi) sending any notices to any persons or entities concerning the existence of security interests or liens in favor each of the Lender relating to such Collateral, and/or (vii) filing any financing statements or other instruments or certificates, or any amendments or assignments Borrowers and Guarantors hereby waives notice thereof, in any public records. The Investor and ▇▇▇▇▇▇▇▇ acknowledge and agree that ▇▇▇▇▇▇’s delay in or failure to exercise any such rights as a result of the limitations contained in this Section 2 shall not constitute a waiver of any such rights by ▇▇▇▇▇▇. (d) In accordance with subsection (c)(v) above, ▇▇▇▇▇▇ agrees and acknowledges that it shall have no right, interest in or ability to receive and/or compel Borrower or the Investor to make or receive any Tax Reimbursement Contribution other than and unless: (i) no event of default has occurred or is then occurring with respect to any QLICI, (ii) the Sub-CDE actually received the current full and complete periodic loan payment from the Project Borrower with respect to the QLICI and made the corresponding payment of due and payable federal and state income tax and (iii) the Investor has refused to make the matching Tax Reimbursement Contribution to Borrower as and when due. To the extent items (i), (ii) and (iii) have actually occurred, Lender may compel Borrower and the Investor to provide within fifteen (15) Business Days an amount equal to any then due and owing Tax Reimbursement Contribution. Notwithstanding the foregoing, in no event shall Lender have any right to Excess Tax Reimbursement Contribution Proceeds.