Common use of Forbearance; Forbearance Default Rights and Remedies Clause in Contracts

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on the Forbearance Effective Date, each of the Lenders and the Agent agrees that until the expiration or termination of the Forbearance Period, it will forbear from exercising its default-related rights and remedies against any Company or the Collateral solely with respect to the Existing Events of Defaults, including acceleration and foreclosure; provided that (i) neither any Lender nor the Agent shall have any obligation to make any further loans or other extensions of credit to any Company; (ii) each Company shall comply with all limitations, restrictions or prohibitions that would otherwise be effective or applicable under the Transaction Documents during the continuance of any Event of Default; (iii) nothing herein shall restrict, impair or otherwise affect the Lenders’ or the Agent’s rights and remedies under any agreements containing subordination provisions (including, without limitation, the Affiliate Subordination Agreements) in favor of the Lenders or the Agent (including, without limitation, any rights or remedies available to the Lenders or the Agent as a result of the occurrence or continuation of any Existing Event of Default) or amend or modify any provision thereof; and (iv) nothing herein shall restrict, impair or otherwise affect the Agent’s right to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon the expiration or termination of the Forbearance Period. Any Forbearance Default shall constitute an immediate Event of Default under this Agreement and the Transaction Documents without the requirement of any demand, presentment, protest or notice of any kind to any Company (all of which each Company waives).

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on as of the Forbearance Effective DateDate (as defined below), Administrative Agent, Co-Administrative Agent and each of the Lenders and the Agent Lender agrees that until the expiration or termination of the Forbearance PeriodPeriod as provided herein, it will forbear from exercising its default-related rights and remedies against Borrower or any other Designated Company and its or the their respective Collateral and other property solely with respect to the Existing Specified Defaults; provided, however: except as otherwise expressly provided in Section 3(c) hereof, the Specified Defaults shall continue to constitute actionable Events of Defaults, including acceleration and foreclosure; provided that (i) neither any Lender nor Default for the Agent shall have any obligation to make any further loans or other extensions purpose of credit to any Company; (ii) each Company shall comply with triggering all limitations, restrictions or prohibitions on certain actions that would may be taken or omitted or otherwise be effective acquiesced to, by or applicable under on behalf of, the Transaction Documents during Borrower or any other Designated Company pursuant to the continuance Credit Agreement or any other Loan Document, including, without limitation, any limitations, restrictions or prohibitions with respect to any distribution, advance or other payment from Borrower or any other Designated Company to any other Designated Company, any direct or indirect owner of an equity interest in Borrower or any other Designated Company or any Affiliate of any of the foregoing; and any actions or inactions taken or omitted or otherwise acquiesced to, by or on behalf of, any Borrower or any other Designated Company in violation of such provisions while any Event of Default (including any Specified Default) exists will constitute additional Events of Default under the Credit Agreement and the other Loan Documents, as well as a Forbearance Default (as defined below) under this Agreement; (iii) nothing herein shall restrict, impair or otherwise affect the Lenders’ Administrative Agent's or the Agent’s any Lender's rights and remedies under any agreements containing subordination blocked account, control account, bank agency, lock box or similar agreement to which Administrative Agent is a party relating to any deposit or other account of Borrower or any other Designated Company; provided, that notwithstanding the provisions of Section 3.1(c) of the Credit Agreement, during the Forbearance Period the provisions of Section 3.1(b) of the Credit Agreement shall, unless otherwise expressly provided herein (including, without limitation, in Section 3(a) hereof), govern the Affiliate Subordination Agreements) application of funds and other Collateral proceeds deposited or held in favor of the Lenders lock boxes and deposit and other accounts governed by such blocked account, control account, bank agency, lock box or the Agent (including, without limitation, any rights or remedies available to the Lenders or the Agent as a result of the occurrence or continuation of any Existing Event of Default) or amend or modify any provision thereofsimilar agreements; and (iv) nothing herein shall restrict, impair or otherwise affect the Agent’s right to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon the expiration or termination of the Forbearance Period. Any Forbearance Default shall constitute an immediate Event of Default under this Agreement and the Transaction Documents without the requirement of any demand, presentment, protest or notice of any kind to any Company (all of which each Company waives).and

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on as of the Forbearance Effective DateDate (as defined below), each of the Agents and Lenders and the Agent agrees agree that until the expiration or termination of the “Forbearance Period” (as defined below), it they will forbear from exercising its default-related their rights and remedies against any Company or the Collateral Loan Parties under the Credit Agreement, the other Loan Documents and/or applicable law solely with respect to the Existing Events of DefaultsSpecified Default (excluding, including acceleration and foreclosurehowever, their right to charge interest on any Obligations during the Forbearance Period at the default interest rate specified in the Credit Agreement); provided that provided, however, (i) neither each of the Loan Parties shall comply, except to the extent such compliance is expressly excused by the terms of this Agreement, with all explicit restrictions or prohibitions triggered by the existence and/or continuance of any Lender nor Default or Event of Default under the Agent shall have Credit Agreement, this Agreement or any obligation to make any further loans or of the other extensions of credit to any Company; Loan Documents, (ii) each Company nothing herein shall comply with all limitationsrestrict, restrictions impair or prohibitions that would otherwise be effective affect the Agents’ or applicable the Lenders’ rights and remedies under the Transaction Documents during the continuance any agreements containing subordination provisions in favor of any Event such party (including, without limitation, any rights or remedies available as a result of the occurrence or continuation of the Specified Default; ), and (iii) nothing herein shall restrict, impair or otherwise affect the exercise of the Lenders’ or rights under this Agreement. During the Agent’s rights and remedies under any agreements containing subordination provisions (including, without limitation, the Affiliate Subordination Agreements) in favor of the Lenders or the Agent (including, without limitationForbearance Period, any rights or remedies available condition to the Lenders or making of an Advance under the Agent as a result Credit Agreement that would not be met solely because of the occurrence or continuation of any Existing Event of Default) or amend or modify any provision thereof; and (iv) nothing herein shall restrict, impair or otherwise affect the Agent’s right to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon the expiration or termination continuance of the Forbearance Period. Any Forbearance Specified Default shall constitute an immediate Event of Default under this Agreement and the Transaction Documents without the requirement of any demand, presentment, protest or notice of any kind to any Company (all of which each Company waives)is hereby waived.

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on the Forbearance Effective Date, each of the Lenders and the Agent agrees that until the expiration or termination of the Forbearance Period, it will forbear from exercising its default-related rights and remedies against any Company or the Collateral solely with respect to the Existing Third Forbearance Events of Defaults, including acceleration and foreclosure; provided that (i) neither any Lender nor the Agent shall have any obligation to make any further loans or other extensions of credit to any Company; (ii) each Company shall comply with all limitations, restrictions or prohibitions that would otherwise be effective or applicable under the Transaction Documents during the continuance of any Event of Default; (iii) nothing herein shall restrict, impair or otherwise affect the Lenders’ or the Agent’s rights and remedies under any agreements containing subordination provisions (including, without limitation, the Affiliate Subordination Agreements) in favor of the Lenders or the Agent (including, without limitation, any rights or remedies available to the Lenders or the Agent as a result of the occurrence or continuation of any Existing Third Forbearance Event of Default) or amend or modify any provision thereof; and (iv) nothing herein shall restrict, impair or otherwise affect the Agent’s right to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon the expiration or termination of the Forbearance Period. Any Forbearance Default shall constitute an immediate Event of Default under this Agreement and the Transaction Documents without the requirement of any demand, presentment, protest or notice of any kind to any Company (all of which each Company waives).

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on as of the Amended Forbearance Effective DateDate (as defined below), each of the Lenders and the Agent Lender agrees that until the expiration or termination of the “Forbearance Period” (as defined below), it will forbear from exercising its default-related rights and remedies against any the Company or the Collateral Subsidiaries under the Loan Agreement, the other Loan Documents and/or applicable law solely with respect to the Existing Events Specified Defaults and any Event of DefaultsDefault resulting solely from the Company’s failure to make the scheduled interest payment due under the Notes on July 15, including acceleration 2007 (excluding, however, in each case, its right to charge interest on any Obligations during the Forbearance Period at the default interest rate specified in the Revolving Note and foreclosurethe Term Note); provided that provided, however, (i) neither any Lender nor each of the Agent Company and the Subsidiaries shall have any obligation comply, except to make any further loans or other extensions the extent such compliance is expressly excused by the terms of credit to any Company; (ii) each Company shall comply this First Amended Forbearance Agreement, with all limitations, explicit restrictions or prohibitions that would otherwise be effective or applicable under triggered by the Transaction Documents during the existence and/or continuance of any Event of Default; Default under the Loan Agreement, this First Amended Forbearance Agreement or any of the other Loan Documents, (iiiii) nothing herein shall restrict, impair or otherwise affect the Lenders’ or the AgentLender’s rights and remedies under any agreements containing subordination provisions (including, without limitation, the Affiliate Subordination Agreements) in favor of the Lenders or the Agent Lender (including, without limitation, any rights or remedies available to the Lenders or the Agent Lender as a result of the occurrence or continuation of the Specified Defaults or any Existing Event of Default) or amend or modify any provision thereof; Default resulting from the Company’s failure to make the scheduled interest payment due under the Notes on July 15, 2007), and (iviii) nothing herein shall restrict, impair or otherwise affect the Agent’s right to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon the expiration or termination of the Forbearance Period. Any Forbearance Default shall constitute an immediate Event of Default under this Agreement and the Transaction Documents without the requirement of any demand, presentment, protest or notice of any kind to any Company (all of which each Company waives).otherwise

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on as of the Forbearance Effective DateDate (as defined below), each of the Participant Lenders and the Agent agrees that until the expiration or termination of the Forbearance Period, it will will, during such Forbearance Period, forbear (subject to the terms of this Forbearance Agreement) from exercising its default-related rights and remedies against any Company or the Collateral Borrower and the other Loan Parties under the Credit Agreement, the other Loan Documents and/or applicable law solely with respect to the Existing Events extent the availability of such remedies arises from the Specified Defaults; provided, including acceleration and foreclosure; provided that however, (i) neither any Lender nor each of the Agent Borrower and the other Loan Parties shall have any obligation comply, except to make any further loans or other extensions the extent such compliance is expressly excused by the terms of credit to any Company; (ii) each Company shall comply this Forbearance Agreement, with all limitations, explicit restrictions or prohibitions that would otherwise be effective or applicable under triggered by the Transaction Documents during the existence and/or continuance of any Default or Event of Default; Default under the Credit Agreement (iiias amended hereby), this Forbearance Agreement or any of the other Loan Documents, (ii) nothing herein shall restrict, impair or otherwise affect the Lenders’ or the Agent’s rights and remedies under any agreements containing subordination provisions (including, without limitation, the Affiliate Subordination Agreements) in favor of the Lenders or the Agent (including, without limitation, including any rights or remedies available to the Lenders or the Agent as a result of the occurrence or continuation of the Specified Defaults), (iii) the Agent and the Lenders shall have no obligation to provide any Existing Event Loans, Letters of Default) Credit or amend or modify any provision thereof; other financial accommodations and (iv) nothing herein shall restrict, impair or otherwise affect the exercise of the Participant Lenders’ and the Agent’s right rights under this Forbearance Agreement, provided, further, the agreement of the Agent and the Participant Lenders set forth in this Section 3.1 shall not apply to filenor preclude any remedy available to the Agent and the Lenders, record, publish or deliver a notice of default or document of similar effect in connection with any proceeding commenced under any state foreclosure law upon bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. Each of the expiration Borrower and the other Loan Parties hereby agrees and acknowledges that if any Default or termination Event of Default other than the Specified Defaults occurs during the Forbearance Period. Any Forbearance Default shall constitute an immediate , or if a Termination Event of Default under this Agreement (as defined below) occurs, the Agent and the Transaction Lenders have reserved the right to, and may, in accordance with the terms of the Credit Agreement, exercise at any time and from time to time any and all rights and remedies under the Loan Documents without and applicable law in connection therewith or with the requirement of any demand, presentment, protest or notice of any kind to any Company (all of which each Company waives)Specified Defaults.

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on as of the Fourth Amended Forbearance Effective DateDate (as defined below), each of the Lenders and the Agent Lender agrees that until the expiration or termination of the “Forbearance Period” (as defined below), it will forbear from exercising its default-related rights and remedies against any the Company or the Collateral Subsidiaries under the Loan Agreement, the other Loan Documents and/or applicable law solely with respect to the Existing Events Specified Defaults and any Event of DefaultsDefault resulting solely from the Company’s failure to make the scheduled interest payment due under the Notes on July 15, including acceleration 2007 (excluding, however, in each case, its right to charge interest on any Obligations during the Forbearance Period at the default interest rate specified in the Revolving Note and foreclosurethe Term Note); provided that provided, however, (i) neither any Lender nor each of the Agent Company and the Subsidiaries shall have any obligation comply, except to make any further loans or other extensions the extent such compliance is expressly excused by the terms of credit to any Company; (ii) each Company shall comply this Fourth Amended Forbearance Agreement, with all limitations, explicit restrictions or prohibitions that would otherwise be effective or applicable under triggered by the Transaction Documents during the existence and/or continuance of any Event of Default; Default under the Loan Agreement, this Fourth Amended Forbearance Agreement or any of the other Loan Documents, (ii) nothing herein shall restrict, impair or otherwise affect the Lender’s rights and remedies under any agreements containing subordination provisions in favor of the Lender (including, without limitation, any rights or remedies available to the Lender as a result of the occurrence or continuation of the Specified Defaults or any Event of Default resulting from the Company’s failure to make the scheduled interest payment due under the Notes on July 15, 2007), and (iii) nothing herein shall restrict, impair or otherwise affect the Lenders’ or exercise of the AgentLender’s rights and remedies under any agreements containing subordination provisions (including, without limitationthis Fourth Amended Forbearance Agreement. As used herein, the Affiliate Subordination Agreements) in favor of the Lenders or the Agent (including, without limitation, any rights or remedies available to the Lenders or the Agent as a result of the occurrence or continuation of any Existing Event of Default) or amend or modify any provision thereof; and (iv) nothing herein shall restrict, impair or otherwise affect the Agent’s right to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon the expiration or termination of the Forbearance Period. Any Forbearance Default shall constitute an immediate Event of Default under this Agreement and the Transaction Documents without the requirement of any demand, presentment, protest or notice of any kind to any Company (all of which each Company waives).term “

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on the Forbearance Effective Date, each of the Lenders and the Agent Lender agrees that until the expiration or termination of the Forbearance Period, it will forbear from exercising its default-related rights and remedies against any Company Borrower or the Collateral solely with respect to the Existing Events of Specified Defaults, including acceleration and foreclosure; provided provided, however, that (i) neither any the Lender nor the Agent shall have any no obligation to make any further loans or other extensions Advance if, after giving effect thereto, the aggregate principal amount of the Advances plus outstanding letters of credit to issued by the Lender for the account of any CompanyBorrower would exceed the Revolving Credit Cap, and the Borrowers shall pay any such excess on demand of the Lender; (ii) each Company Borrower shall comply with all limitations, restrictions or prohibitions that would otherwise be effective or applicable under the Transaction Loan Documents during the continuance of any Event of Default, including, without limitation, any limitations, restrictions or prohibitions against payments by any Borrower; (iii) nothing herein shall restrict, impair or otherwise affect the Lenders’ or the AgentLender’s rights and remedies under any agreements containing subordination provisions (including, without limitation, the Affiliate Subordination Agreements) in favor of any or all of the Lenders or the Agent Lender (including, without limitation, any rights or remedies available to the Lenders or the Agent Lender as a result of the occurrence or continuation of any Existing Event of Specified Default) or amend or modify any provision thereof, except to the extent that the exercise of any such rights or remedies is inconsistent with the terms and conditions of the forbearance granted herein; and (iv) nothing herein shall restrict, impair or otherwise affect the AgentLender’s right to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon the expiration or termination of the Forbearance Period. Any Forbearance Default shall constitute an immediate Event of Default under this Agreement and the Transaction Loan Documents without the requirement of any demand, presentment, protest protest, or notice of any kind to any Company Borrower (all of which each Company Borrower waives).

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on as of the Forbearance Effective DateDate (as defined below), each of the Lenders and the Agent Lender agrees that until the expiration or termination of the “Forbearance Period” (as defined below), it will forbear from exercising its default-related rights and remedies against any the Company or the Collateral Subsidiaries under the Loan Agreement, the other Loan Documents and/or applicable law solely with respect to the Existing Events of DefaultsSpecified Defaults (excluding, including acceleration however, its right to charge interest on any Obligations during the Forbearance Period at the default interest rate specified in the Revolving Note and foreclosurethe Term Note); provided that provided, however, (i) neither any Lender nor each of the Agent Company and the Subsidiaries shall have any obligation comply, except to make any further loans or other extensions the extent such compliance is expressly excused by the terms of credit to any Company; (ii) each Company shall comply this Agreement, with all limitations, explicit restrictions or prohibitions that would otherwise be effective or applicable under triggered by the Transaction Documents during the existence and/or continuance of any Event of Default; Default under the Loan Agreement, this Agreement or any of the other Loan Documents, (ii) nothing herein shall restrict, impair or otherwise affect the Lender’s rights and remedies under any agreements containing subordination provisions in favor of the Lender (including, without limitation, any rights or remedies available to the Lender as a result of the occurrence or continuation of the Specified Defaults), and (iii) nothing herein shall restrict, impair or otherwise affect the Lenders’ or exercise of the AgentLender’s rights and remedies under any agreements containing subordination provisions (including, without limitationthis Agreement. As used herein, the Affiliate Subordination Agreements) in favor of the Lenders or the Agent (including, without limitation, any rights or remedies available to the Lenders or the Agent as a result of the occurrence or continuation of any Existing Event of Default) or amend or modify any provision thereof; and (iv) nothing herein shall restrict, impair or otherwise affect the Agent’s right to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon the expiration or termination of the Forbearance Period. Any Forbearance Default shall constitute an immediate Event of Default under this Agreement and the Transaction Documents without the requirement of any demand, presentment, protest or notice of any kind to any Company (all of which each Company waives).term “

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on as of the Fifth Amended Forbearance Effective DateDate (as defined below), each of the Lenders and the Agent Lender agrees that until the expiration or termination of the “Forbearance Period” (as defined below), it will forbear from exercising its default-related rights and remedies against any the Company or the Collateral Subsidiaries under the Loan Agreement, the other Loan Documents and/or applicable law solely with respect to the Existing Events Specified Defaults and any Event of DefaultsDefault resulting solely from the Company’s failure to make the scheduled interest payment due under the Notes on July 15, including acceleration 2007 (excluding, however, in each case, its right to charge interest on any Obligations during the Forbearance Period at the default interest rate specified in the Revolving Note and foreclosurethe Term Note); provided that provided, however, (i) neither any Lender nor each of the Agent Company and the Subsidiaries shall have any obligation comply, except to make any further loans or other extensions the extent such compliance is expressly excused by the terms of credit to any Company; (ii) each Company shall comply this Fifth Amended Forbearance Agreement, with all limitations, explicit restrictions or prohibitions that would otherwise be effective or applicable under triggered by the Transaction Documents during the existence and/or continuance of any Event of Default; Default under the Loan Agreement, this Fifth Amended Forbearance Agreement or any of the other Loan Documents, (ii) nothing herein shall restrict, impair or otherwise affect the Lender’s rights and remedies under any agreements containing subordination provisions in favor of the Lender (including, without limitation, any rights or remedies available to the Lender as a result of the occurrence or continuation of the Specified Defaults or any Event of Default resulting from the Company’s failure to make the scheduled interest payment due under the Notes on July 15, 2007), and (iii) nothing herein shall restrict, impair or otherwise affect the Lenders’ or exercise of the AgentLender’s rights and remedies under any agreements containing subordination provisions (including, without limitationthis Fifth Amended Forbearance Agreement. As used herein, the Affiliate Subordination Agreements) in favor of the Lenders or the Agent (including, without limitation, any rights or remedies available to the Lenders or the Agent as a result of the occurrence or continuation of any Existing Event of Default) or amend or modify any provision thereof; and (iv) nothing herein shall restrict, impair or otherwise affect the Agent’s right to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon the expiration or termination of the Forbearance Period. Any Forbearance Default shall constitute an immediate Event of Default under this Agreement and the Transaction Documents without the requirement of any demand, presentment, protest or notice of any kind to any Company (all of which each Company waives).term “

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on as of the Forbearance Effective DateDate (as defined below), each of the Lenders and the Agent Lender agrees that until the expiration or termination of the “Forbearance Period” (as defined below), it will forbear from exercising its default-related rights and remedies against any the Company or the Collateral Subsidiaries under the Loan Agreement, the other Loan Documents and/or applicable law solely with respect to the Existing Events Specified Defaults and any Event of DefaultsDefault resulting solely from the Company’s failure to make the scheduled interest payment due under the Notes on July 15, including acceleration 2007 (excluding, however, in each case, its right to charge interest on any Obligations during the Forbearance Period at the default interest rate specified in the Revolving Note and foreclosurethe Term Note); provided that provided, however, (i) neither any Lender nor each of the Agent Company and the Subsidiaries shall have any obligation comply, except to make any further loans or other extensions the extent such compliance is expressly excused by the terms of credit to any Company; (ii) each Company shall comply this Agreement, with all limitations, explicit restrictions or prohibitions that would otherwise be effective or applicable under triggered by the Transaction Documents during the existence and/or continuance of any Event of Default; Default under the Loan Agreement, this Agreement or any of the other Loan Documents, (ii) nothing herein shall restrict, impair or otherwise affect the Lender’s rights and remedies under any agreements containing subordination provisions in favor of the Lender (including, without limitation, any rights or remedies available to the Lender as a result of the occurrence or continuation of the Specified Defaults or any Event of Default resulting from the Company’s failure to make the scheduled interest payment due under the Notes on July 15, 2007), and (iii) nothing herein shall restrict, impair or otherwise affect the Lenders’ or exercise of the AgentLender’s rights and remedies under any agreements containing subordination provisions (including, without limitationthis Agreement. As used herein, the Affiliate Subordination Agreements) in favor of the Lenders or the Agent (including, without limitation, any rights or remedies available to the Lenders or the Agent as a result of the occurrence or continuation of any Existing Event of Default) or amend or modify any provision thereof; and (iv) nothing herein shall restrict, impair or otherwise affect the Agent’s right to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon the expiration or termination of the Forbearance Period. Any Forbearance Default shall constitute an immediate Event of Default under this Agreement and the Transaction Documents without the requirement of any demand, presentment, protest or notice of any kind to any Company (all of which each Company waives).term “

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on as of the Forbearance Effective DateDate (as hereinafter defined), each of the Consenting Lenders and the Agent agrees agree that until the expiration or termination of the Forbearance Period, it they will forbear from exercising its default-related instructing the Agents to exercise their rights and remedies against any Company the Obligors or the Collateral their respective properties, in each case solely with respect to the Existing Specified Defaults; provided, however, that except as otherwise expressly provided herein, the Specified Defaults shall continue to constitute actionable Events of Defaults, including acceleration and foreclosure; provided that (i) neither any Lender nor Default for the Agent shall have any obligation to make any further loans or other extensions purpose of credit to any Company; (ii) each Company shall comply with triggering all limitations, restrictions or prohibitions on certain actions that would otherwise may be effective taken or applicable under the Transaction Documents during the continuance of any Event of Default; (iii) nothing herein shall restrict, impair omitted or otherwise affect the Lenders’ acquiesced to by or the Agent’s rights and remedies under any agreements containing subordination provisions (including, without limitation, the Affiliate Subordination Agreements) in favor on behalf of the Lenders Obligors pursuant to the Financing Agreement or the Agent (any other Loan Document, including, without limitation, any limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Obligor to any other Obligor, any direct or indirect owner of an equity interest in any Obligor or any Affiliate of any of the foregoing, and any actions or inactions taken or omitted or otherwise acquiesced to by or on behalf of any Obligor in violation of such provisions, in each case while any Default or Event of Default (including any Specified Default) exists, will constitute additional Events of Default under the Financing Agreement and the other Loan Documents. The forbearance contained in this Agreement shall not constitute a waiver of any of the Specified Defaults or a waiver of any right to enforce any rights or remedies available to the Lenders on or the Agent as a result of the occurrence or continuation of any Existing Event of Default) or amend or modify any provision thereof; and (iv) nothing herein shall restrict, impair or otherwise affect the Agent’s right to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon the expiration or termination of after the Forbearance Period. Any Forbearance Default shall constitute an immediate Event of Default under this Agreement and the Transaction Documents without the requirement of any demand, presentment, protest or notice of any kind to any Company (all of which each Company waives)Termination Date.

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on the Forbearance Effective Date, each of the Lenders and the Agent agrees that until the expiration or termination of the Forbearance Period, it will forbear from exercising its default-related rights and remedies against any Company or the Collateral solely with respect to the Existing Second Forbearance Events of Defaults, including acceleration and foreclosure; provided that (i) neither any Lender nor the Agent shall have any obligation to make any further loans or other extensions of credit to any Company; (ii) each Company shall comply with all limitations, restrictions or prohibitions that would otherwise be effective or applicable under the Transaction Documents during the continuance of any Event of Default; (iii) nothing herein shall restrict, impair or otherwise affect the Lenders’ or the Agent’s rights and remedies under any agreements containing subordination provisions (including, without limitation, the Affiliate Subordination Agreements) in favor of the Lenders or the Agent (including, without limitation, any rights or remedies available to the Lenders or the Agent as a result of the occurrence or continuation of any Existing Second Forbearance Event of Default) or amend or modify any provision thereof; and (iv) nothing herein shall restrict, impair or otherwise affect the Agent’s right to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon the expiration or termination of the Forbearance Period. Any Forbearance Default shall constitute an immediate Event of Default under this Agreement and the Transaction Documents without the requirement of any demand, presentment, protest or notice of any kind to any Company (all of which each Company waives).

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on the Forbearance Effective Date, each of the Lenders and the Agent Lender Party agrees that until the expiration or termination of the Forbearance Period, it will forbear from exercising its default-related rights and remedies against any Company Loan Party or the Collateral solely with respect to the Existing Events of Anticipated Defaults, including acceleration and foreclosure; provided provided, however, that (i) neither any the Lender nor the Agent Parties shall have any no obligation to make any further loans Loans or other extensions of credit to any CompanyLoan Party, other than Revolving Loans and PF L/C Loans and the issuance, renewal, amendment or extension of Letters of Credit; (ii) each Company Each Loan Party shall comply with all limitations, restrictions or prohibitions that would otherwise be effective or applicable under the Transaction Loan Documents during the continuance of any Event of Default, including, without limitation, any limitations, restrictions or prohibitions against payments by (w) any Loan Party, (x) any Affiliate of a Loan Party, or (y) any direct or indirect owner of an equity interest in any Loan Party or its Affiliates; (iii) nothing herein shall restrict, impair or otherwise affect the Lenders’ or the Agentany Lender Party’s rights and remedies under any agreements containing subordination provisions (including, without limitation, the Affiliate Subordination Agreements) in favor of any or all of the Lenders or the Agent Lender Parties (including, without limitation, any rights or remedies available to the Lenders or the Agent Lender Parties as a result of the occurrence or continuation of any Existing Event of Anticipated Default) or amend or modify any provision thereof; and (iv) nothing herein shall restrict, impair or otherwise affect the Administrative Agent’s right to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon the expiration or termination of the Forbearance Period. Any Forbearance Default shall constitute an immediate Event of Default under this Agreement and the Transaction Loan Documents without the requirement of any demand, presentment, protest protest, or notice of any kind to any Company Loan Party (all of which each Company Loan Party waives).

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on as of the Forbearance Effective DateDate (as hereinafter defined), each of the Lenders and the Agent Lender Parties agrees that until the expiration or termination of the Forbearance PeriodPeriod (as hereinafter defined), it will temporarily forbear from exercising its default-related rights and remedies against Borrower or any Company or the Collateral other Loan Party solely with respect to the Existing Events of Specified Defaults; provided, including acceleration and foreclosure; provided that however, (i) neither any the Obligations shall bear interest at the above referenced Default Interest rate, with the additional amounts payable as a result of the occurrence and continuance of the Specified Defaults being, at the option of Borrower, payable-in-kind, (ii) other than Revolving Loans, which shall be made only in accordance with Section 3(e) of this Agreement, the Lender nor the Agent Parties shall have any no obligation to make any further loans Loans or other extensions of credit to Borrower or any Company; other Loan Party, (iiiii) Borrower and each Company other Loan Party shall comply with all limitations, restrictions or prohibitions that would otherwise be effective or applicable under the Transaction Credit Agreement or any of the other Loan Documents during the continuance of any Event of Default; , including, without limitation, any limitations, restrictions or prohibitions against payments by (iiix) Borrower or any other Loan Party, (y) any Affiliate of Borrower or any other Loan Party or (z) any direct or indirect owner of an equity interest in the Borrower, any other Loan Party or any Affiliate of any of the foregoing, (iv) nothing herein shall restrict, impair or otherwise affect the Lenders’ or the Agentany Lender Party’s rights and remedies under any agreements containing subordination provisions (including, without limitation, the Affiliate Subordination AgreementsIntercreditor Agreement) containing subordination provisions in favor of any or all of the Lenders or the Agent Lender Parties (including, without limitation, any rights or remedies available to the Lenders or the Agent Lender Parties as a result of the occurrence or continuation of any Existing Event of Specified Default) or amend or modify any provision thereof; , and (ivv) nothing herein shall restrict, impair or otherwise affect the Agent’s right (A) to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon or (B) to deliver a reservation of rights letter to Borrower and/or any of its Affiliates. As used herein, the expiration or termination of the Forbearance Period. Any Forbearance Default shall constitute an immediate Event of Default under this Agreement and the Transaction Documents without the requirement of any demand, presentment, protest or notice of any kind to any Company (all of which each Company waives).term “

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on as of the Sixth Amended Forbearance Effective DateDate (as defined below), each of the Lenders and the Agent Lender agrees that until the expiration or termination of the “Forbearance Period” (as defined below), it will forbear from exercising its default-related rights and remedies against any the Company or the Collateral Subsidiaries under the Loan Agreement, the other Loan Documents and/or applicable law solely with respect to the Existing Specified Defaults and the Events of DefaultsDefault resulting solely from the Company’s failure to make the scheduled interest payments due under the Notes on July 15, including acceleration 2007 and foreclosureJanuary 15, 2008 (excluding, however, in each case, its right to charge interest on any Obligations during the Forbearance Period at the default interest rate specified in the Revolving Note and the Term Note); provided that provided, however, (i) neither any Lender nor each of the Agent Company and the Subsidiaries shall have any obligation comply, except to make any further loans or other extensions the extent such compliance is expressly excused by the terms of credit to any Company; (ii) each Company shall comply this Sixth Amended Forbearance Agreement, with all limitations, explicit restrictions or prohibitions that would otherwise be effective or applicable under triggered by the Transaction Documents during the existence and/or continuance of any Event of Default; Default under the Loan Agreement, this Sixth Amended Forbearance Agreement or any of the other Loan Documents, (ii) nothing herein shall restrict, impair or otherwise affect the Lender’s rights and remedies under any agreements containing subordination provisions in favor of the Lender (including, without limitation, any rights or remedies available to the Lender as a result of the occurrence or continuation of the Specified Defaults or the Events of Default resulting from the Company’s failure to make the scheduled interest payments due under the Notes on July 15, 2007 and January 15, 2008), and (iii) nothing herein shall restrict, impair or otherwise affect the Lenders’ or exercise of the AgentLender’s rights and remedies under any agreements containing subordination provisions (including, without limitationthis Sixth Amended Forbearance Agreement. As used herein, the Affiliate Subordination Agreements) in favor of the Lenders or the Agent (including, without limitation, any rights or remedies available to the Lenders or the Agent as a result of the occurrence or continuation of any Existing Event of Default) or amend or modify any provision thereof; and (iv) nothing herein shall restrict, impair or otherwise affect the Agent’s right to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon the expiration or termination of the Forbearance Period. Any Forbearance Default shall constitute an immediate Event of Default under this Agreement and the Transaction Documents without the requirement of any demand, presentment, protest or notice of any kind to any Company (all of which each Company waives).term “

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on as of the Forbearance Effective DateDate (as defined below), each of the Agents and Lenders and the Agent agrees agree that until the expiration or termination of the “Forbearance Period” (as defined below), it they will forbear from exercising its default-related their rights and remedies against any Company or the Collateral Loan Parties under the Credit Agreement, the other Loan Documents and/or applicable law solely with respect to the Existing Events of DefaultsSpecified Default (excluding, including acceleration and foreclosurehowever, their right to charge interest on any Obligations during the Forbearance Period at the default interest rate specified in the Credit Agreement); provided that provided, however, (i) neither each of the Loan Parties shall comply, except to the extent such compliance is expressly excused by the terms of this Agreement, with all explicit restrictions or prohibitions triggered by the existence and/or continuance of any Lender nor Default or Event of Default under the Agent shall have Credit Agreement, this Agreement or any obligation to make any further loans or of the other extensions of credit to any Company; Loan Documents, (ii) each Company nothing herein shall comply with all limitationsrestrict, restrictions impair or prohibitions that would otherwise be effective affect the Agents' or applicable the Lenders' rights and remedies under the Transaction Documents during the continuance any agreements containing subordination provisions in favor of any Event such party (including, without limitation, any rights or remedies available as a result of the occurrence or continuation of the Specified Default; ), and (iii) nothing herein shall restrict, impair or otherwise affect the exercise of the Lenders’ or rights under this Agreement. During the Agent’s rights and remedies under any agreements containing subordination provisions (including, without limitation, the Affiliate Subordination Agreements) in favor of the Lenders or the Agent (including, without limitationForbearance Period, any rights or remedies available condition to the Lenders or making of an Advance under the Agent as a result Credit Agreement that would not be met solely because of the occurrence or continuation of any Existing Event of Default) or amend or modify any provision thereof; and (iv) nothing herein shall restrict, impair or otherwise affect the Agent’s right to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon the expiration or termination continuance of the Forbearance Period. Any Forbearance Specified Default shall constitute an immediate Event of Default under this Agreement and the Transaction Documents without the requirement of any demand, presentment, protest or notice of any kind to any Company (all of which each Company waives)is hereby waived.

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on as of the Forbearance Effective DateDate (as defined below), each of the Participant Lenders and the Administrative Agent agrees that until the expiration or termination of the “Forbearance Period” (as defined below), it will temporarily forbear (subject to the terms of this Forbearance Agreement) from exercising its default-related rights and remedies against any Company or the Collateral solely Borrowers and the other Obligors with respect to the Existing Events of Defaults, including acceleration and foreclosure; provided that (i) neither any Lender nor the Agent shall have any obligation to make any further loans Collateral or other extensions of credit to any Company; (ii) each Company shall comply with all limitations, restrictions or prohibitions that would otherwise be effective or applicable under property owned by the Transaction Documents during Borrowers and the continuance of any Event of Default; (iii) nothing herein shall restrict, impair or otherwise affect the Lenders’ or the Agent’s rights and remedies under any agreements containing subordination provisions other Obligors (including, without limitation, via set-off or recoupment) under the Affiliate Subordination AgreementsCredit Agreement, the other Loan Documents and/or applicable law solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided, however, (i) in favor each of the Lenders Borrowers and the other Obligors shall comply, except to 103849184 the extent such compliance is expressly excused by the terms of this Forbearance Agreement, with all explicit restrictions or prohibitions triggered by the Agent (including, without limitation, any rights or remedies available to the Lenders or the Agent as a result of the occurrence or continuation existence and/or continuance of any Existing Event of Default) Default or amend or modify any provision thereof; and (iv) nothing herein shall restrict, impair or otherwise affect the Agent’s right to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon the expiration or termination of the Forbearance Period. Any Forbearance Default shall constitute an immediate Event of Default under the Credit Agreement, this Forbearance Agreement or any of the other Loan Documents, and (ii) the Administrative Agent and the Transaction Documents Lenders shall have no obligation to provide any Term Loans or other financial accommodations, provided, further, the agreement of the Administrative Agent and the Participant Lenders set forth in this Section 3.1 shall not apply to nor preclude any remedy available to the Administrative Agent and the Lenders, in connection with any proceeding commenced under any bankruptcy or insolvency law, including without the requirement of any demandlimitation, presentment, protest or notice of any kind to any Company relief in respect of adequate protection or relief from any stay imposed under such law. Each of the Borrowers and the other Obligors hereby agrees and acknowledges that if any Default or Event of Default other than the Specified Defaults occurs during the Forbearance Period, or if a Termination Event (as defined below) occurs, the Administrative Agent and the Lenders have reserved the right to, and may, exercise at any time and from time to time any and all of which each Company waives)rights and remedies under the Loan Documents and applicable law in connection therewith or with the Specified Defaults.

Forbearance; Forbearance Default Rights and Remedies. (a) Effective on the Forbearance Effective Date, each of the Lenders Lender and the Agent agrees that until the expiration or termination of the Forbearance Period, it will forbear from exercising its default-related rights and remedies against any Company or the Collateral solely with respect to the Existing Acknowledged Events of Defaults, including acceleration and foreclosure; provided that (i) neither any the Lender nor and the Agent shall have any no obligation to make any further loans or other extensions of credit to any Company; (ii) each Company shall comply with all limitations, restrictions or prohibitions that would otherwise be effective or applicable under the Transaction Documents during the continuance of any Event of Default; (iii) nothing herein shall restrict, impair or otherwise affect the Lenders’ Lender’s or the Agent’s rights and remedies under any agreements containing subordination provisions (including, without limitation, the Affiliate Subordination Agreements) in favor of the Lenders Lender or the Agent (including, without limitation, any rights or remedies available to the Lenders Lender or the Agent as a result of the occurrence or continuation of any Existing Acknowledged Event of Default) or amend or modify any provision thereof; and (iv) nothing herein shall restrict, impair or otherwise affect the Agent’s right to file, record, publish or deliver a notice of default or document of similar effect under any state foreclosure law upon the expiration or termination of the Forbearance Period. Any Forbearance Default shall constitute an immediate Event of Default under this Agreement and the Transaction Documents without the requirement of any demand, presentment, protest or notice of any kind to any Company (all of which each Company waives).