Common use of Forbearance Period Clause in Contracts

Forbearance Period. (a) Subject to the terms and conditions of this Agreement (including the proviso at the end of this clause (a)), the Administrative Agent and the Lenders shall forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination Date”; and such period, the “Forbearance Period”): (i) 11:59 p.m. (New York City time) on April 23, 2018; (ii) the occurrence of a Default or Event of Default that is not a Specified Event of Default; (iii) the commencement against any Loan Party, the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (iv) any representation or warranty made by any Loan Party in this Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; (v) failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party in violation of such provisions, in each case while any Default or Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement, (ii) any and all rights, benefits and remedies of the Administrative Agent and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) of the Credit Agreement. Each of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of Credit.

Forbearance Period. At the request of the Issuer, the Initial Forbearing Holders hereby agree to forbear from the exercise of their rights and remedies, whether at law, in equity, by agreement or otherwise (a) Subject including, without limitation, any such rights and remedies arising under the Trust Indenture Act of 1939 or arising under the Indenture, including, without limitation, Sections 6.02, 6.03, 6.06, 6.07 and 6.08 thereof), available to the terms and conditions of this Agreement (including Trustee and/or the proviso at the end of this clause (a)), the Administrative Agent and the Lenders shall forbear from taking any Enforcement Actions Holders as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date Anticipated Defaults until the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination Date”; ” and such period, the period beginning on the Effective Date and terminating on the Forbearance Termination Date being hereinafter referred to as the “Forbearance Period”): (i) 11:59 p.m. (New York City time) Eastern time on April 23September 28, 2018; (ii) the occurrence of a Default or date on which (A) any Event of Default under the Indenture that is not an Anticipated Default occurs, (B) any Forbearance Default under the Credit Agreement Forbearance Agreement (as defined below) occurs, (C) the Issuer or any of its affiliates takes any action to challenge the validity or enforceability of the Indenture, this Agreement or any provision hereof or the validity, enforceability or perfection of the Liens in favor of the Trustee under the Indenture and the other Note Documents (including in any case by asserting such a Specified Event challenge in writing), (D) any of Defaultthe indebtedness incurred under the Credit Agreement (as defined below) is accelerated or declared to be due and payable in full, or (E) the Issuer is no longer working in good faith on the terms of a consensual restructuring with the Holder Representatives (as defined below) and the Initial Forbearing Holders; (iii) the commencement against any Loan Party, the Administrative Agent or any Lender failure of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (iv) any representation or warranty made by the Issuer or any Loan Party in Guarantor under this Agreement proving to have been untrue, inaccurate or incomplete on or be true and complete as of the date made or deemed made, except where such representations hereof and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date;the Effective Date; and (viv) the failure of the Issuer or any Loan Party Guarantor to performtimely comply with any term, as and when required, any of their respective covenants condition or other obligations covenant set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance PeriodAgreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party in violation of such provisions, in each case while any Default or Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement, (ii) any and all rights, benefits and remedies of the Administrative Agent and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) of the Credit Agreement. Each of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of Credit.

Forbearance Period. (a) Subject to the terms and conditions of this Agreement (including the proviso at the end of this clause (a)), the Administrative Agent and the Lenders shall forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination Date”; and such period, the “Forbearance Period”): (i) 11:59 p.m. (New York City time) on April 23May 2, 2018, provided that the Administrative Agent (at the direction of the Majority Lenders) and Borrower may agree to extend such date in writing (which writing may be in the form of electronic mail), whereupon this clause (i) shall be deemed to reference such later specified date; (ii) the occurrence of a Default or Event of Default that is not a Specified Event of Default; (iii) the commencement against any Loan Party, the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (iv) any representation or warranty made by any Loan Party in this Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; (v) failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 3.2(a) hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party in violation of such provisions, in each case while any Default or Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement, (ii) any and all rights, benefits and remedies of the Administrative Agent and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) of the Credit Agreement. Each of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of Credit.

Forbearance Period. (a) Subject to the terms and conditions herein set forth and in reliance upon the Loan Parties’ representations, acknowledgments, agreements and warranties herein contained, including, without limitation, the satisfaction of this Agreement (including the proviso at the end of this clause (a))conditions precedent described in Section 5 herein, the Administrative Agent and the Lenders shall agree that during the Forbearance Period they will forbear from taking any Enforcement Actions as a result of exercising remedial rights against the occurrence Collateral under the Credit Agreement and/or the other Loan Documents solely in respect of the Specified Events of Default during Defaults. The Administrative Agent’s and the period from Lenders’ agreement to forbear is temporary and including the Forbearance Effective Date until the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination Date”; limited in nature and such period, the “Forbearance Period”): shall not be deemed: (i) 11:59 p.m. (New York City time) on April 23, 2018; (ii) to preclude or prevent the occurrence of a Default or Event of Default that is not a Specified Event of Default; (iii) the commencement against any Loan PartyAdministrative Agent, the Administrative Agent or Lenders and/or any Lender of other Secured Party from exercising any material litigation or other exercise of any material rights or and remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (iv) any representation or warranty made by any Loan Party in this Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; (v) failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; providedLoan Documents, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted applicable law or otherwise acquiesced to by or arising on behalf account of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party in violation of such provisions, in each case while (A) any Default or Event of Default (including other than the Specified Events Defaults, (B) the Specified Defaults from and after the occurrence of Defaultany of the events set forth in Section 3 hereof or (C) existsthe right to seek payment of attorneys’ fees and other costs and expenses in connection with the preparation, will constitute additional Events negotiation, execution and delivery of Default under this Agreement and in connection with the negotiation, documentation and analysis of any proposed “work out”, restructuring, funding or amendment to the Credit Agreement and the or other Loan Documents prior to or after the date of this Agreement and the exercise of the rights and remedies described under this Agreement, Section 3; (ii) to effect any and all rights, benefits and remedies of the Administrative Agent and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) amendment of the Credit Agreement or any of the other Loan Documents, all of which shall remain in full force and effect in accordance with their respective terms; (iii) to constitute a waiver of the Specified Defaults or any other Default or Event of Default (whether now existing or hereafter occurring) (each Default or Event of Default other than any Specified Default, an “Other Default”) or any term or provision of the Credit Agreement or any of the other Loan Documents; or (iv) to establish a custom or course of dealing among the Borrower shall remain obligated Borrower, any other Loan Party and the Administrative Agent, the Lenders and/or any other Secured Party. The Loan Parties further acknowledge and agree that interest on the Obligations will continue to Cash Collateralize the outstanding LC Exposure accrue in accordance with Section 2.06(j) 2.07 of the Credit Agreement. Each of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of Credit.

Forbearance Period. (a) Subject to Upon the terms and satisfaction of the conditions precedent set forth in Section 6.1 of this Agreement (including the proviso at the end of this clause (a))Agreement, the Administrative Agent and the Lenders shall each Consenting Lender agrees to temporarily forbear (but not waive such Defaults and Events of Default, whether now existing or hereafter arising) from taking any Enforcement Actions as a result of the occurrence of Action solely with respect to the Specified Events of Default Defaults during the period from and including the Forbearance Effective Date until the earliest to occur of any of the following events (each the earliest such event, a “Forbearance Termination Event”; the date of such occurrencedate, the “Forbearance Period Termination Date”; and such period, the “Forbearance Period”): (i) 11:59 p.m. (New York City time) on April 23August 27, 2018;2014; provided that, if the Borrower receives at least $3,000,000 in cash proceeds of Additional Funding on or prior to August 27, 2014, such date shall be automatically extended, without any further action by any party hereto, to September 15, 2014; and (ii) immediately on the date on which any of the following shall occur: (A) the occurrence of a Default or an Event of Default that is not (other than a Specified Event of Default; ) without giving effect to any cure or grace period thereunder, (iiiB) the commencement against any Loan Party, the Administrative Agent an amendment or any Lender restructuring of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes Loan Documents, (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (ivC) any representation or warranty made by any Loan Party in this Agreement proving shall take any action to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; challenge (v) failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, to assert in writing any challenge to) the validity or enforceability of the Credit Agreement, this Agreement or any provision hereof or any other Loan Document, (D) an amendment or any restructuring of Section 4 below; and any of the ABL Documents that is not reasonably satisfactory to the Required Lenders, (viE) the date any Loan Party delivers a Junior Priority Payment Notice (occurrence of the “Forbearance Period Termination Date” as defined below) or makes any Junior Priority Payment in the ABL Forbearance Agreement (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; providedor an amendment, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance supplement, waiver or other modification of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit ABL Forbearance Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall is not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything reasonably satisfactory to the contrary contained herein but subject to Section 3.2 hereofRequired Lenders, (iF) the Specified Events commencement of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain any enforcement and collection actions that may be taken or omitted or otherwise acquiesced to by or on behalf of against any Loan Party pursuant to by the Credit Agreement holders of Indebtedness of such Loan Party or any other Loan Document, including, without limitation, any and all limitations, restrictions (G) the agreement or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit consent of any Loan Party to any other Loan Partyeither of (D) or (F) above, any direct or indirect owner of an equity interest in any Loan Party or any Affiliate of any without the prior written consent of the foregoing and any actions or inactions taken or omitted or otherwise acquiesced to, by or on behalf of any Loan Party in violation of such provisionsRequired Lenders or, in each the case while any Default or Event of Default (including F) above, the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement, (ii) any and all rights, benefits and remedies written consent of the Administrative Agent and the Required Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) of the Credit Agreement. Each of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make within 2 business days after any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of Creditsuch commencement.

Forbearance Period. (a) Subject to the terms and conditions of this Agreement (including the proviso at the end of this clause (a)), the Administrative Agent and the Lenders shall forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination Date”; and such period, the “Forbearance Period”): (i) 11:59 p.m. (New York City time) on April 2316, 2018; (ii) the occurrence of a Default or Event of Default that is not a Specified Event of Default; (iii) the commencement against any Loan Party, the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (iv) any representation or warranty made by any Loan Party in this Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; (v) failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereofherein, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party in violation of such provisions, in each case while any Default or Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement, (ii) any and all rights, benefits and remedies of the Administrative Agent and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, and (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) of the Credit Agreement. Each of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of Credit.

Forbearance Period. (ai) Subject to During the terms and conditions of this Agreement period from the Effective Date (including as defined below) until May 15, 2009 (the proviso at the end of this clause (a)“Forbearance Period”), each of the Administrative Agent and the Lenders shall Lender hereby agrees to forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination DateForbearance”; ) from exercising its rights and such period, the “Forbearance Period”): (i) 11:59 p.m. (New York City time) on April 23, 2018; (ii) the occurrence of a Default or Event of Default that is not a Specified Event of Default; (iii) the commencement against any Loan Party, the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (iv) any representation or warranty made by any Loan Party in this Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; (v) failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party in violation of such provisions, in each case while any Default or Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreementarising as a result of the Forbearance Default; provided, (iihowever, that upon the occurrence of any Event of Default other than the Forbearance Default, including the Events of Defaults set forth in Section 1(c) any hereof, the Forbearance Period shall automatically and all rightsimmediately terminate, benefits and remedies of the Administrative Agent and the Lenders Lender shall be entitled to exercise any and all of their rights and remedies under the Second Lien Intercreditor Agreement Credit Agreement, the other Loan Documents and applicable law, without further notice other than as required therein. Upon termination of the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected herebyForbearance Period, (iiiA) interest the forbearance shall continue to accrue automatically terminate and be payable on of no further force or effect without any further action by the Secured Obligations at Lender, (B) the default rate Forbearance Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance had not been agreed to by the parties hereto and (C) subject to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) terms of the Credit Agreement, the Loan Documents and applicable law, the Lender may thereafter, without limitation, ▇▇▇, ask for or demand from the Loan Parties payment of the Obligations due and payable to such Lender, in whole or in part, and otherwise enforce any of its rights and remedies (including rights of acceleration and foreclosure) provided for under the Credit Agreement, the Loan Documents or applicable law against any party, subject to any defenses available at law or equity as a result of Lender’s Breach. Each of the Loan Parties hereby acknowledges and agrees that as a result that, subject to the agreement of the Specified Events Lender to forbear from exercising certain of Default their rights and remedies as and to the Lenders have no obligation extent expressly set forth in this Agreement, all rights and remedies of the Lender under the Credit Agreement, the Loan Documents or applicable law with respect to make any such Loan Party shall continue to be available to the Lender from and after the Issuing Bank has no obligation Effective Date. (ii) It is understood and agreed that interest shall accrue from the Effective Date through the remainder of the Forbearance Period on the outstanding Obligations at the applicable default rates provided for pursuant to issue, increase, renew or extend any Letter of Creditthe Credit Agreement.

Forbearance Period. (a) Each Loan Party hereby acknowledges, confirms and agrees that (i) the Existing Defaults have occurred and are continuing (or, in the case of the Existing Default set forth in Item 6 on Annex I, may have occurred and be continuing) under the Financing Agreement and the other Loan Documents and (ii) each of the Existing Defaults entitles (or, in the case of Existing Defaults that are Defaults, with the giving of notice or the passage of time, will entitle) the Agents and the Lenders to (A) declare the Obligations to be immediately due and payable under the terms of the Financing Agreement and the other Loan Documents and (B) exercise the rights and remedies available to them under the Financing Agreement and the other Loan Documents. (b) Subject to the terms and conditions of this Agreement (including the proviso at the end of this clause (a))Agreement, the Administrative Agent Agents and the Lenders shall forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until the earliest to occur of any of the following events (each such eventagree that, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination Date”; and such period, the “Forbearance Period”): (i) 11:59 p.m. (New York City time) on April 23, 2018; (ii) the occurrence of a Default or Event of Default that is not a Specified Event of Default; (iii) the commencement against any Loan Party, the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (iv) any representation or warranty made by any Loan Party in this Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; (v) failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including they shall forbear from exercising their rights and remedies under the right to declare the principal amount of the Notes outstandingLoan Documents, applicable law and accrued interestotherwise, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance PeriodExisting Defaults. (c) From and after the Forbearance Termination Date, the agreement of the Agents and the Lenders to forbear as set forth in clause (b) Notwithstanding anything above shall automatically and without further action terminate and be of no force and effect, it being understood and agreed that the effect of such termination will be to permit the contrary contained herein but subject Agents and the Lenders to Section 3.2 hereof, (i) the Specified Events exercise any and all of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced their rights and remedies immediately and at any time and from time to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Documenttime thereafter, including, without limitation, any the right to accelerate the Obligations and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to exercise any other remedies set forth in the Financing Agreement, the other Loan PartyDocuments, any direct or indirect owner of an equity interest in any Loan Party or any Affiliate of any of the foregoing applicable law and any actions or inactions taken or omitted or otherwise acquiesced to, by or on behalf of any Loan Party in violation of such provisionsotherwise, in each case while case, without any Default notice, passage of time or Event forbearance of Default any kind. (including d) The Agents and the Specified Events Lenders have not waived, are not by this Agreement waiving, and have no present intention of Default) existswaiving, will constitute additional any Existing Defaults or any other Events of Default which may be continuing on the date hereof or any Events of Default which may occur after the date hereof (whether the same or similar to the Existing Defaults or otherwise), and nothing contained herein shall be deemed or constitute any such waiver. Subject to clause (b) above, the Agents and the Lenders reserve the right, in their discretion, to exercise any or all rights or remedies under the Credit Agreement and Financing Agreement, the other Loan Documents under this AgreementDocuments, (ii) any applicable law and all rightsotherwise, benefits and remedies of the Administrative Agent and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) of the Credit Agreement. Each of the Loan Parties hereby acknowledges and agrees that as a result of the Specified any Existing Defaults or any other Events of Default which may be continuing on the date hereof or any Events of Default which may occur after the date hereof, and the Agents and the Lenders have not waived any of such rights or remedies and nothing in this Agreement, and no obligation to make any Loan delay on the Agents’ and the Issuing Bank has no obligation to issueLenders’ part in exercising such rights or remedies, increase, renew should be construed as a waiver of any such rights or extend any Letter of Creditremedies.

Forbearance Period. (ai) Subject to During the terms and conditions of this Agreement period from the Effective Date (including as defined below) until April 15, 2011 (the proviso at the end of this clause (a)“Forbearance Period”), each of the Administrative Agent and the Lenders shall Lender hereby agrees to forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination DateForbearance”; ) from exercising its rights and such period, the “Forbearance Period”): (i) 11:59 p.m. (New York City time) on April 23, 2018; (ii) the occurrence of a Default or Event of Default that is not a Specified Event of Default; (iii) the commencement against any Loan Party, the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (iv) any representation or warranty made by any Loan Party in this Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; (v) failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party in violation of such provisions, in each case while any Default or Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreementarising as a result of the Forbearance Default; provided, (iihowever, that upon the occurrence of any Event of Default other than the Forbearance Default, including the Events of Defaults set forth in Section 1(d) any hereof, the Forbearance Period shall automatically and all rightsimmediately terminate, benefits and remedies of the Administrative Agent and the Lenders Lender shall be entitled to exercise any and all of their rights and remedies under the Second Lien Intercreditor Agreement Credit Agreement, the other Loan Documents and applicable law, without further notice other than as required therein. Upon termination of the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected herebyForbearance Period, (iiiA) interest the forbearance shall continue to accrue automatically terminate and be payable on of no further force or effect without any further action by the Secured Obligations at Lender, (B) the default rate Forbearance Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance had not been agreed to by the parties hereto and (C) subject to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) terms of the Credit Agreement, the Loan Documents and applicable law, the Lender may thereafter, without limitation, ▇▇▇, ask for or demand from the Loan Parties payment of the Obligations due and payable to such Lender, in whole or in part, and otherwise enforce any of its rights and remedies (including rights of acceleration and foreclosure) provided for under the Credit Agreement, the Loan Documents or applicable law against any party. Each of the Loan Parties hereby acknowledges and party hereto agrees that as a result that, subject to the agreement of the Specified Events Lender to forbear from exercising certain of Default their rights and remedies as and to the Lenders have no obligation extent expressly set forth in this Agreement, all rights and remedies of the Lender under the Credit Agreement, the Loan Documents or applicable law with respect to make any such Loan Party shall continue to be available to the Lender from and after the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of CreditEffective Date.

Forbearance Period. (a) Subject At the request of the Borrowers, the Agent and Lenders agree to forbear from accelerating the Obligations and from commencing and/or prosecuting the exercise of any rights and remedies, whether at law, in equity, by agreement or otherwise, available to the terms and conditions of this Agreement (including the proviso at the end of this clause (a)), the Administrative Agent and the Lenders shall forbear from taking any Enforcement Actions as a result of the occurrence Existing Defaults (including, without limitation, the right to refuse to fund any requested Loan or charge interest at the Default Rate, in each case, solely as a result of the Specified Events of Default during Existing Defaults), from the period from and including the Forbearance Effective Date date hereof until the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination Date”; and such period, the “Forbearance Period”): times: (i) 11:59 p.m. Forbearance Expiration Date (New York City time) on April 23, 2018; as herein defined); (ii) the occurrence of a Default or Event of Default that is not a Specified Event of Default; time at which (iii) the commencement against any Loan Party, the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (ivx) any representation or warranty made by a Loan Party under this Agreement shall prove to have been materially incorrect (without duplication of any materiality qualifiers therein) when made or deemed made or (y) any Loan Party fails to comply in this Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; (v) failure of any Loan Party to perform, as and when required, any of their respective respect with its covenants or other obligations set forth in this Agreement Agreement; or (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (viiii) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf occurrence of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party in violation of such provisions, in each case while any Default or Event of Default (including other than the Specified Events of DefaultExisting Defaults) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement, (ii) any and all rights, benefits and remedies of the Administrative Agent and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) of the Credit Agreement. Each of the Loan Parties hereby acknowledges Documents (the period beginning on the date hereof and agrees terminating on the earliest of such dates being hereinafter referred to as the “Forbearance Period”). “Forbearance Expiration Date” means September 30, 2023; provided that as a result if (x) prior to September 15, 2023, Borrowers deliver to Agent and Lenders an executed debt commitment letter for replacement financing sufficient to repay the Obligations in full at the closing thereof, the terms and conditions of which are acceptable to Agent and Lenders in their Permitted Discretion, then (y) the Specified Events “Forbearance Expiration Date” shall automatically be amended to mean the earlier of Default (I) December 31, 2023 and (II) the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew date on which such debt commitment letter expires or extend any Letter of Creditis terminated.

Forbearance Period. (a) Subject to the terms As used in this Forbearance Agreement and conditions of this Agreement (including the proviso at the end of this clause (a))Amendment, the Administrative Agent and the Lenders shall forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during term “Forbearance Period” means the period from and including beginning on the Forbearance Effective Date until (as defined below) and ending upon the occurrence of the earliest to occur of any of the following events (each such earliest event, a the “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination Date”; and such period, the “Forbearance Period”): ): (i) 11:59 5:00 p.m. (New York City time) on April 2330, 2018; 2024 (the “Scheduled Termination Date”) (or such later date as may be requested by the Borrower and consented to in writing (including via e-mail) by the Administrative Agent, on behalf of the Required Lenders); (ii) (x) the occurrence of a Default or any Event of Default that is not a (other than the Specified Event Events of Default; ) or any failure of the Borrower or any other Credit Party to comply timely with any term, condition, or covenant set forth in this Forbearance Agreement and Amendment (iiieach such failure, a “Forbearance Default”) and any such Forbearance Default continues unremedied or unwaived for ten (10) calendar days and (y) notice by the commencement against Administrative Agent to the Borrower of termination of the Forbearance Period. From and after the occurrence of the Forbearance Termination Event, the Forbearance Period, and all forbearance obligations of the Lenders and the Administrative Agent hereunder, shall automatically terminate, without any Loan Partyrequirement of notice or declaration of any kind. From and after the occurrence of the Forbearance Termination Event, the Administrative Agent or and the Lenders shall be entitled to exercise and to enforce any Lender of and all rights and remedies available to the Administrative Agent and/or any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for Lenders under the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (iv) any representation or warranty made by any Loan Party in this Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; (v) failure of any Loan Party to perform, as and when requiredCredit Agreement, any of their respective covenants the other Loan Documents, at law or other obligations set forth otherwise against the Borrower or the Guarantors or in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything relation to the contrary contained herein but subject to Section 3.2 hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan DocumentCollateral, including, without limitation, any and all limitations, restrictions or prohibitions with respect rights and remedies to any distribution, advance or other payment directly or indirectly from or for which the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party or any Affiliate of Administrative Agent and/or any of the foregoing and Lenders is or may become entitled as a consequence of any actions or inactions taken or omitted or otherwise acquiesced Events of Default that have occurred prior to, by during or on behalf of any Loan Party in violation of such provisions, in each case while any Default or Event of Default after the Forbearance Period (including the Specified Events of Default) exists). For the avoidance of doubt, will constitute additional Events notwithstanding anything to the contrary in this Forbearance Agreement and Amendment, immediately and automatically upon occurrence of an Event of Default under the Credit Agreement and the other Loan Documents under this Agreement, (ii) any and all rights, benefits and remedies of the Administrative Agent and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j10.1(f) of the Credit Agreement. Each , all Obligations will become immediately due and payable, and the Lenders and the Administrative Agent shall become entitled to immediately exercise all rights, remedies, powers and privileges with respect to such Event of Default as provided in Article X of the Loan Parties hereby acknowledges and agrees that as a result Credit Agreement, in each case, without requirement for any notice, presentment, demand or any other action on the part of any Lender, the Specified Events of Default the Lenders have no obligation to make Administrative Agent or any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of Creditother Person.

Forbearance Period. (a) Subject to the terms and conditions of this Agreement (including the proviso at the end of this clause (a)), the Administrative (I) Agent and the Lenders shall hereby agree to forbear from taking any Enforcement Actions and (II) MUFG LTD hereby agrees to forbear from exercising Termination Rights under the ISDA, in each case, as a result of the occurrence of the Specified Events of Default Defaults during the period from and including the Forbearance Effective Date until the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination Date”; and such period, the “Forbearance Period”): (i) 11:59 p.m. (New York City time) on April 23November 13, 20182019; (ii) the occurrence of a Default or Event of Default that is not a Specified Event of Default; (iii) the commencement against any borrower under the Term Loan PartyFacility, the Administrative Obligor, Agent or any Lender of any material litigation or other exercise of any material rights or remedies based on a borrower default under the Term Loan Facility by or on behalf of any lender or security trustee under the Second Lien Agent or Term Loan Facility (any holder of Second Lien Notes such party is referred to herein as the “Term Loan Lender”) (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent Term Loan Lender shall not alone constitute a Forbearance Termination Event under this clause (iii)); (iv) any representation or warranty made by any Loan Party Obligor in this Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date;; and (v) failure of any Loan Party Obligor to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party in violation of such provisions, in each case while any Default or Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement, (ii) any and all rights, benefits and remedies of the Administrative Agent and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) of the Credit Agreement. Each of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of Credit.

Forbearance Period. (a) Subject to the terms and conditions of this Agreement (including the proviso at the end of this clause (a))Agreement, the Administrative Agent and the Lenders shall forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination Date”; and such period, the “Forbearance Period”): (i) 11:59 p.m. (New York City time) on April 23May 17, 2018, provided that the Administrative Agent (at the direction of the Majority Lenders) and Borrower may agree to extend such date in writing (which writing may be in the form of electronic mail), whereupon this clause (i) shall be deemed to reference such later specified date; (ii) the occurrence of a Default or Event of Default that is not a Specified Event of Default; (iii) the commencement against any Loan Party, the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (iv) the occurrence of any Forbearance Expiration Date under and as defined in the forbearance agreement dated May 3, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Noteholder Forbearance Agreement”) entered into among the Borrower, certain subsidiary guarantors listed therein and certain holders of the Second Lien Notes; (v) any representation or warranty made by any Loan Party in this Agreement proving (after giving effect to Section 3.2 below) to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; (vvi) failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vivii) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party in violation of such provisions, in each case while any Default or Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement, (ii) any and all rights, benefits and remedies of the Administrative Agent and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, hereby and (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) of the Credit Agreement. Each of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of CreditCredit other than with respect to Bridge Loans to be made in accordance with Section 3.2.

Forbearance Period. (a) Subject to Each of the terms and conditions of this Agreement (including the proviso at the end of this clause (a)), the Administrative Agent and the Lenders shall forbear from taking any Enforcement Actions as a result of hereby agrees, in each case for itself and its respective Affiliates, and each such Person’s current, future and former heirs, executors, administrators, predecessors, successors, assigns, officers, directors, members, shareholders, partners, managers, stockholders, agents, employees, designees, nominees, representatives, attorneys, affiliates, subsidiaries, participants, and all Persons acting by, through, under, or under the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until the earliest to occur control of any of the following events foregoing (with respect to each such eventPerson, each a “Forbearance Termination EventRelated Person”; the date of such occurrence, and collectively, the “Related Persons”), for the benefit of each Loan Party and each other party, the Lenders, and each such Lender’s Related Persons, to forbear from exercising any of their remedies pursuant to the Loan Documents, at law, in equity, or otherwise in connection with the Loan or the Loan Documents based on the Chapter 11 Cases (as defined below) (the “Forbearance”) for a period of time commencing on the Initial Effective Date (as defined in Section 6 below) and ending on the first to occur of (i) June 30, 2021, (ii) the Final Effective Date (as defined in Section 6 below), and (iii) the date on which any Forbearance Termination Date”; and Event occurs (such period, the “Forbearance Period”):). (b) The occurrence of any of the following events (collectively, the “Forbearance Termination Events”) shall cause the Forbearance Period to terminate: (i) 11:59 p.m. (New York City time) on April 23If any of the representations and warranties contained in Section 5 of this Amendment shall become untrue for a reason other than a change of facts or circumstances that does not constitute a Default or an Event of Default under the Loan Documents, 2018or was false when made in any material respect. The Loan Parties hereby covenant to notify the Agent immediately in the event that Borrower or Guarantor obtain knowledge that any representation or warranty becomes untrue or was false when made; (ii) the occurrence of a Default or If an Event of Default that is not a Specified Event (other than the filing of Defaultthe Chapter 11 Cases, or relating to the Georgia Tech Hotel, the Georgia Tech Ground Lease, the Georgia Tech Operating Lease, the Georgia Tech Borrower, the Georgia Tech Pledgor, any Georgia Tech Entity and/or the Approved Management Agreement with respect to the Georgia Tech Hotel) shall occur; (iii) the commencement against If any Loan PartyParty shall assert in writing any defense, the Administrative Agent or any Lender of any material litigation claim, counterclaim or other exercise of any material rights or remedies by or on behalf assertion as to the full validity and enforceability of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii))Loan Documents; (iv) any representation or warranty made Other than the filing of the Chapter 11 Cases, if an event of default by any Loan Party shall occur in this Agreement proving to have been untrue, inaccurate or incomplete on or as respect of any of the date made or deemed made, except where Indebtedness forth on Schedule I attached hereto (the “Material Debt”) and any Loan Party shall have received written notice that the lender under such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as Material Debt has accelerated the maturity of such earlier dateMaterial Debt, has declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), or has otherwise commenced remedies under such Material Debt; (v) failure If the Chapter 11 Cases are dismissed or discontinued following the filing thereof, converted to a Chapter 7 proceeding or a Chapter 11 trustee, or examiner with expanded powers is appointed in the Chapter 11 Cases; (vi) If the Approved Restructuring Support Agreement terminates pursuant to its terms after it is entered into; (vii) If any of the Borrowers or Guarantors fail to timely comply in any Loan Party to perform, as and when required, material respect with any of their respective covenants or other obligations set forth in this under the Forbearance Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes this Amendment; (viii) If any Junior Priority Payment (as defined below), including making any Interest Payment Party (as defined in Schedule Ithe Forbearance Agreement) repudiates, or attempts to repudiate, any of its respective obligations under the Second Lien Indenture; providedForbearance Agreement or this Amendment, that either in writing or in connection with a legal proceeding; (ix) With the Loan Parties agree and acknowledge that this Agreement shall not constitute exception of any involuntary, non-collusive bankruptcy of a forbearance Georgia Tech Entity, the Georgia Tech Borrower and/or the Georgia Tech Pledgor, if any of the rightsBorrowers shall be the subject of a voluntary or involuntary proceeding under the Bankruptcy Code or any other insolvency, remedies bankruptcy or reorganization law in the United States or elsewhere; (x) If any Event of Default shall occur pursuant to Section 6.01(f) (other than in respect of the filing of the Chapter 11 Cases and actions contained other than in Section 10.02(a)(irespect to any involuntary, non-collusive bankruptcy of a Georgia Tech Entity, the Georgia Tech Borrower and/or the Georgia Tech Pledgor) or 6.01(m) of the Credit Agreement and that Loan; or (xi) The entry of an order by a bankruptcy court modifying or altering the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount Guaranteed Obligations of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest Guarantors in any Loan Party 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 Loan Party in violation of such provisions, in each case while any Default or Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement, (ii) any and all rights, benefits and remedies of the Administrative Agent and manner that would adversely affect the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) of the Credit Agreement. Each of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of Creditmaterial respect.

Forbearance Period. (a) Subject to the terms and conditions of this Agreement (including the proviso at the end of this clause (a))Agreement, the Administrative Agent and the Lenders shall forbear Lender Parties agree to refrain from taking any Enforcement Actions Action as a result of the occurrence and continuance of the Specified Events of Default Known Defaults during the period from and including the Forbearance Effective Date until the earliest to occur of any of the following events (each the earliest such event, a “Forbearance Termination Event”; the date of such occurrencedate, the “Forbearance Period Termination Date”; and such period, the “Forbearance Period”): (i) 11:59 p.m. June 30, 2013, provided that if as of such date the Loan Parties have provided to the Agent and the Lender Parties (New York City timewith a copy to the other Lenders) on April 23evidence of receipt of a written commitment to receive funding in an amount sufficient to satisfy the $10 million liquidity condition of the Termination Notice Withdrawal Agreement by and between DirectSat USA, 2018;LLC and DIRECTV, LLC and the Loan Parties and such funding source are proceeding to complete such funding, such date shall be extended to July 10, 2013; and (ii) the date on which any of the following shall occur: (A) the occurrence of a Default or an Event of Default that is not a Specified Event of Known Default; , (iiiB) the commencement against any Loan Party, the Administrative Agent an amendment or any Lender restructuring of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes Loan Documents, (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (ivC) any representation or warranty made by any Loan Party in this Agreement proving shall take any action to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; challenge (v) failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, to assert in writing any challenge to) the validity or enforceability of the Credit Agreement, this Agreement or any provision hereof or any other Loan Document, (D) an amendment or any restructuring of Section 4 below; and any of the ABL Documents that is not reasonably satisfactory to the Required Lenders, (viE) the date any Loan Party delivers a Junior Priority Payment Notice (termination of the “Forbearance Period” as defined below) or makes any Junior Priority Payment in the ABL Forbearance Agreement (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (iF) the Specified Events commencement of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain any enforcement and collection actions that may be taken or omitted or otherwise acquiesced to by or on behalf of against any Loan Party pursuant to by the Credit Agreement holders of Indebtedness of such Loan Party (other than by any Lender who is not a Lender Party) or any other Loan Document, including, without limitation, any and all limitations, restrictions (G) the agreement or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit consent of any Loan Party to any other Loan Partyeither of (D) or (F) above, any direct or indirect owner of an equity interest in any Loan Party or any Affiliate of any without the prior written consent of the foregoing and any actions or inactions taken or omitted or otherwise acquiesced to, by or on behalf of any Loan Party in violation of such provisionsRequired Lenders or, in each the case while any Default or Event of Default (including F) above, the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement, (ii) any and all rights, benefits and remedies written consent of the Administrative Agent and the Required Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) of the Credit Agreement. Each of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make within 2 business days after any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of Creditsuch commencement.

Forbearance Period. (ai) Subject to During the terms and conditions of this Agreement period from the Effective Date (including as defined below) until May 13, 2011 (the proviso at the end of this clause (a)“Forbearance Period”), each of the Administrative Agent and the Lenders shall Lender hereby agrees to forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination DateForbearance”; ) from exercising its rights and such period, the “Forbearance Period”): (i) 11:59 p.m. (New York City time) on April 23, 2018; (ii) the occurrence of a Default or Event of Default that is not a Specified Event of Default; (iii) the commencement against any Loan Party, the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (iv) any representation or warranty made by any Loan Party in this Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; (v) failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party in violation of such provisions, in each case while any Default or Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreementarising as a result of the Forbearance Default; provided, however, that upon the earlier to occur of (iix) any Event of Default other than the Forbearance Default, including the Events of Defaults set forth in Section 1(d) hereof and (y) the fifth Business Day following receipt by the Borrower or any other Loan Party of notice from ▇▇▇▇▇▇▇▇ International Energy Services Ltd. (“▇▇▇▇▇▇▇▇”) that ▇▇▇▇▇▇▇▇ will no longer pursue the acquisition of the Borrower and/or substantially all rightsor a portion of the Borrower’s rig assets (the “Acquisition”), benefits the Forbearance Period shall automatically and remedies of immediately terminate, and the Administrative Agent and the Lenders Lender shall be entitled to exercise any and all of their rights and remedies under the Second Lien Intercreditor Agreement Credit Agreement, the other Loan Documents and applicable law, without further notice other than as required therein. Upon termination of the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected herebyForbearance Period, (iiiA) interest the forbearance shall continue to accrue automatically terminate and be payable on of no further force or effect without any further action by the Secured Obligations at Lender, (B) the default rate Forbearance Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance had not been agreed to by the parties hereto and (C) subject to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) terms of the Credit Agreement, the Loan Documents and applicable law, the Lender may thereafter, without limitation, ▇▇▇, ask for or demand from the Loan Parties payment of the Obligations due and payable to such Lender, in whole or in part, and otherwise enforce any of its rights and remedies (including rights of acceleration and foreclosure) provided for under the Credit Agreement, the Loan Documents or applicable law against any party. Each of the Loan Parties hereby acknowledges and party hereto agrees that as a result that, subject to the agreement of the Specified Events Lender to forbear from exercising certain of Default their rights and remedies as and to the Lenders have no obligation extent expressly set forth in this Agreement, all rights and remedies of the Lender under the Credit Agreement, the Loan Documents or applicable law with respect to make any such Loan Party shall continue to be available to the Lender from and after the Issuing Bank has no obligation Effective Date. (ii) It is understood and agreed that interest shall accrue from the Effective Date through the remainder of the Forbearance Period on the outstanding Obligations at the applicable default rates provided for pursuant to issue, increase, renew or extend any Letter of Creditthe Credit Agreement.

Forbearance Period. At the request of the Issuer, the Initial Forbearing Holders hereby agree to forbear from the exercise of their rights and remedies, whether at law, in equity, by agreement or otherwise (a) Subject including, without limitation, any such rights and remedies arising under the Trust Indenture Act of 1939 or arising under the Indenture, including, without limitation, Sections 6.02, 6.03, 6.06, 6.07 and 6.08 thereof), available to the terms and conditions of this Agreement (including Trustee and/or the proviso at the end of this clause (a)), the Administrative Agent and the Lenders shall forbear from taking any Enforcement Actions Holders as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date Anticipated Defaults until the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination Date”; ” and such period, the period beginning on the Effective Date and terminating on the Forbearance Termination Date being hereinafter referred to as the “Forbearance Period”): ): (i) 11:59 p.m. (New York City time) Eastern time on April 23September 28, 2018; ; (ii) the occurrence of a Default or date on which (A) any Event of Default under the Indenture that is not a Specified Event of Default; an Anticipated Default occurs, (iii) the commencement against any Loan Party, the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (ivB) any representation or warranty made by any Loan Party in this Forbearance Default under the Credit Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; (v) failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Forbearance Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) occurs, (C) the Issuer or makes any Junior Priority Payment of its affiliates takes any action to challenge the validity or enforceability of the Indenture, this Agreement or any provision hereof or the validity, enforceability or perfection of the Liens in favor of the Trustee under the Indenture and the other Note Documents (including in any case by asserting such a challenge in writing), (D) any of the indebtedness incurred under the Credit Agreement (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, is accelerated or declared to be due and payable in whole; provided furtherfull, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. or (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (iE) the Specified Events Issuer is no longer working in good faith on the terms of Default constitute actionable Events of Default for a consensual restructuring with the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party in violation of such provisions, in each case while any Default or Event of Default Holder Representatives (including the Specified Events of Defaultas defined below) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement, (ii) any and all rights, benefits and remedies of the Administrative Agent and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) of the Credit Agreement. Each of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of Credit.Initial Forbearing Holders;

Forbearance Period. (ai) Subject to During the terms and conditions of this Agreement period from the Effective Date (including as defined below) until January 31, 2011 (the proviso at the end of this clause (a)“Forbearance Period”), each of the Administrative Agent and the Lenders shall Lender hereby agrees to forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination DateForbearance”; ) from exercising its rights and such period, the “Forbearance Period”): (i) 11:59 p.m. (New York City time) on April 23, 2018; (ii) the occurrence of a Default or Event of Default that is not a Specified Event of Default; (iii) the commencement against any Loan Party, the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (iv) any representation or warranty made by any Loan Party in this Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; (v) failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party in violation of such provisions, in each case while any Default or Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreementarising as a result of the Forbearance Default; provided, (iihowever, that upon the occurrence of any Event of Default other than the Forbearance Default, including the Events of Defaults set forth in Section 1(c) any hereof, the Forbearance Period shall automatically and all rightsimmediately terminate, benefits and remedies of the Administrative Agent and the Lenders Lender shall be entitled to exercise any and all of their rights and remedies under the Second Lien Intercreditor Agreement Credit Agreement, the other Loan Documents and applicable law, without further notice other than as required therein. Upon termination of the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected herebyForbearance Period, (iiiA) interest the forbearance shall continue to accrue automatically terminate and be payable on of no further force or effect without any further action by the Secured Obligations at Lender, (B) the default rate Forbearance Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance had not been agreed to by the parties hereto and (C) subject to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) terms of the Credit Agreement, the Loan Documents and applicable law, the Lender may thereafter, without limitation, ▇▇▇, ask for or demand from the Loan Parties payment of the Obligations due and payable to such Lender, in whole or in part, and otherwise enforce any of its rights and remedies (including rights of acceleration and foreclosure) provided for under the Credit Agreement, the Loan Documents or applicable law against any party, subject to any defenses available at law or equity as a result of Lender’s Breach. Each of the Loan Parties hereby acknowledges and agrees that as a result that, subject to the agreement of the Specified Events Lender to forbear from exercising certain of Default their rights and remedies as and to the Lenders have no obligation extent expressly set forth in this Agreement, all rights and remedies of the Lender under the Credit Agreement, the Loan Documents or applicable law with respect to make any such Loan Party shall continue to be available to the Lender from and after the Issuing Bank has no obligation Effective Date. (ii) It is understood and agreed that interest shall accrue from the Effective Date through the remainder of the Forbearance Period on the outstanding Obligations at the applicable default rates provided for pursuant to issue, increase, renew or extend any Letter of Creditthe Credit Agreement.

Forbearance Period. (a) Subject to the terms and conditions of this Agreement (including the proviso at the end of this clause (a))Agreement, the Administrative Agent and the Lenders Credit Parties shall forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until until, the Administrative Agent, on behalf of the Credit Parties, or at the request of the Required Lenders provides a notice of termination to the Borrower or any other Obligor after the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of delivery of such occurrencenotice, the “Forbearance Termination Date”; and such period, the “Forbearance Period”): (i) 11:59 p.m. (New York City time) on April 23, 2018the date that is five Business Days after the commencement of the Chapter 11 Cases; (ii) 11:59 p.m. (New York City time) on July 15, 2019 if the Debtors have not commenced the Chapter 11 Cases; (iii) The occurrence of a Default or Event of Default that is under Section 9.01(a) of the Credit Agreement, whether or not constituting a Specified Event of Default; (iii) , if at that time the commencement against any Loan Party, Debtors have not commenced the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii))Chapter 11 Cases; (iv) The RSA (as in effect on the date hereof) is either terminated or modified in a manner that is adverse to the Lenders; (A) The interim order approving the DIP Financing does not provide for authority to repay in full the Secured Obligations as set forth in (iv) below or (B) the interim order of the Bankruptcy Court approving the credit agreement governing the DIP Financing (the “DIP Agreement”) is not reasonably satisfactory to the Required Lenders as to the matters addressed in this Agreement or has been modified in a manner that is materially adverse to the Lenders; (vi) The Secured Obligations are not repaid substantially concurrently with the date of the closing of the DIP Financing and the initial draw thereunder; (vii) The Bankruptcy Court enters an order converting one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code or dismissing any of the Chapter 11 Cases; (viii) The Bankruptcy Court enters an order appointing a trustee, receiver, or examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code in one or more of the Chapter 11 Cases; (ix) Either (i) any Debtor files with the Bankruptcy Court a motion, application, or adversary proceeding (or any Debtor supports any such motion, application, or adversary proceeding filed or commenced by any third party) (A) challenging the validity, enforceability, scope or priority of, or seeking avoidance or subordination of, the claims of any Credit Party or (B) asserting any other cause of action against any Credit Party or (ii) the Bankruptcy Court enters an order providing relief against any Credit Party with respect to any of the foregoing causes of action or proceedings filed by any Debtor; (x) Any insolvency proceeding against or in respect of any Obligor that is not a Debtor; (xi) Any representation or warranty made by any Loan Party Obligor in this Agreement proving to have been untrueuntrue or inaccurate in any material respect (except to the extent qualified by materiality, in which case such representation shall have been untrue or inaccurate or incomplete in any respect) on or as of the date made or deemed made, except where such representations and warranties representation or warranty expressly relate relates to an earlier date date, in which case such representations and warranties were true and correct representation or warranty shall have been untrue or inaccurate in all any material respects respect (except to the extent qualified by materiality, in which case such representation shall have been untrue or inaccurate in any respect) as of such earlier date; (vxii) The failure of any Loan Party Obligor to (A) pay any amount required by Section 4.1 in accordance with such Section or (B) perform, as and when required, any of their its respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; below and , in the case of clause (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined belowB), including making such failure shall remain unremedied for 5 calendar days after the earlier to occur of (i) receipt by a Principal Financial Officer of any Interest Payment Obligor of written notice of such failure (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that given by the Administrative Agent retains all or any Lender) and (ii) a Principal Financial Officer of any Obligor otherwise becoming aware of such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Periodfailure. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereofor in any Loan Document, (i) the Specified Events of Default constitute actionable Defaults and Events of Default for the purpose of triggering any and all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party Obligor pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party Obligor to any other Loan PartyObligor, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party Obligor in violation of such provisions, in each case while any Default or Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement; provided, however, prior to and only until the occurrence of a Forbearance Termination Event (i) a Specified Event of Default shall not constitute an Event of Default for the purposes of Section 2.05(e) of the Credit Agreement, and (ii) any a Specified Event of Default shall not constitute a Default or Event of Default for the purposes of Sections 7.09(d), 8.02 (a) (without giving effect to clause (D)(2) thereof), 8.02(c)(i), 8.05(d), 8.05(j), 8.06(f)(ii) and all rights, benefits and remedies of the Administrative Agent and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b8.08(k) of the Credit Agreement so long as (x) any transaction sought to be consummated by the Obligors under such Sections shall be permitted by the DIP Agreement (as amended, supplemented or otherwise modified from time to time) and (iv) the Borrower Obligors shall remain obligated to Cash Collateralize otherwise comply with the outstanding LC Exposure in accordance with Section 2.06(j) terms of the Credit Agreement. Each Agreement in respect of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of Creditsuch transactions.

Forbearance Period. (a) Subject to As used herein, the terms and conditions of this Agreement (including term “Forbearance Period” shall mean the proviso period beginning at the end Effective Time and ending on the earlier to occur of this clause (a)), the Administrative Agent and the Lenders shall forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until the earliest to occur of any of the following events clause (each such eventi), (ii) or (iii), a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination Date”; and such period, the “Forbearance Period”): ): (i) 11:59 p.m. the occurrence of any Event of Default under subsection 7.1(f) or 7.1(g) of the Credit Agreement (New York City timea “Bankruptcy Default”) on April 23, 2018; (ii) the date on which Agent delivers to the Borrower a notice terminating the Forbearance Period, which notice may be delivered at any time upon or after occurrence of any Forbearance Default (as hereinafter defined) other than a Bankruptcy Default, or (iii) June 30, 2020 (such outside date, the “Outside Forbearance Expiration Date”). As used herein, the term “Forbearance Default” shall mean (A) the occurrence of any Event of Default other than (i) the Specified Defaults or (ii) any Event of Default that is not a Specified Event of Default; has been waived in accordance with the Credit Agreement, (iiiB) the commencement against any Loan Party, failure of the Administrative Agent Borrower or any Lender other Credit Party to comply timely with any term, condition, or covenant set forth in this Agreement, or (C) the failure of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (iv) any representation or warranty made by the Borrower or any Loan other Credit Party under or in connection with this Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such time, except to the extent that such representations or warranties expressly relate to an earlier time (in which event such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date; time) (v) failure of any Loan Party after giving effect to perform, as and when required, any of their respective covenants all applicable grace or other obligations cure periods set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Agreement). Any Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent Default shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party in violation of such provisions, in each case while any Default or immediate Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement, (ii) any and all rights, benefits and remedies of the Administrative Agent and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) of the Credit Agreement. Each of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of Credit.

Forbearance Period. (a) Subject to the terms and conditions of this Agreement (including the proviso at the end of this clause (a))Agreement, the Administrative Agent and the Lenders Credit Parties shall forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until until, the Administrative Agent, on behalf of the Credit Parties, or at the request of the Required Lenders provides a notice of termination to the Borrowers or any other Obligor after the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of delivery of such occurrencenotice, the “Forbearance Termination Date”; and such period, the “Forbearance Period”): (i) 11:59 p.m. (New York City time) on April 23the earlier of (x) date set forth in Section 11 of the RSA and (y) December 31, 20182019 (either such date, the “RSA Termination Date”); (ii) 11:59 p.m. (New York City time) on July 15, 2019 if the Debtors have not commenced the Chapter 11 Cases; (iii) The RSA (as in effect on the date hereof) is either terminated or modified in a manner that is adverse to the Lenders; provided that extending the RSA Termination Date to a date not later than December 31, 2019 shall not constitute a modification that is adverse to the Lenders; (A) The Borrower shall not have delivered to the Lenders on or before November 15, 2019, an executed and binding commitment letter in respect of the exit revolving credit facility in the principal amount of not less than $750,000,000 (or such other amount as set forth in an Acceptable Plan), including a letter of credit sublimit of up to $500,000,000, from one or more creditworthy financial institutions which provides financings of this type in the ordinary course of its business and which is reasonably capable of fulfilling its commitment and with such conditions to funding that are customary for financings of this type (the “Revolver Exit Commitment”) or (B) either of the Revolver Exit Commitment or the Notes Exit Commitment (as defined below) is terminated or modified in a manner that reduces the amount of the commitment thereunder, incorporates new material conditions to closing or funding thereunder or otherwise makes funding thereunder materially less certain; (v) The occurrence of an Event of Default under, and as defined in, the credit agreement governing the DIP Financing (the “DIP Agreement”); (vi) (A) The interim order approving the DIP Financing does not provide for authority (I) to repay in full the Term Loan Facility and the 364-Day Revolving Facility as required under clause (vii) below or (II) to provide cash collateral for the outstanding Letters of Credit, and permit the application of such cash collateral, as required under Section 4.7 or (B) the DIP Agreement or the orders of the Bankruptcy Court approving the DIP Agreement are not reasonably satisfactory to the Required Lenders as to the matters addressed in this Agreement or have been modified in a Default manner that is materially adverse to the Lenders; (vii) The Term Loan Facility and the 364-Day Revolving Credit Facility are not repaid substantially concurrently with the date of the closing of the DIP Financing and the initial draw thereunder, which in no event shall occur later than five (5) Business Days after the commencement of the Chapter 11 Cases (such date, the “DIP Funding Date”); (viii) The Bankruptcy Court enters an order converting one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code or dismissing any of the Chapter 11 Cases; (ix) The Bankruptcy Court enters an order appointing a trustee, receiver, or examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code in one or more of the Chapter 11 Cases; (x) Either (i) any Debtor files with the Bankruptcy Court a motion, application, or adversary proceeding (or any Debtor supports any such motion, application, or adversary proceeding filed or commenced by any third party) (A) challenging the validity, enforceability, scope or priority of, or seeking avoidance or subordination of, the claims of any Credit Party or (B) asserting any other cause of action against any Credit Party or (ii) the Bankruptcy Court enters an order providing relief against any Credit Party with respect to any of the foregoing causes of action or proceedings filed by any Debtor; (xi) The filing of a plan of reorganization or liquidation with respect to the Debtors that is not an Acceptable Plan or the Debtors seek approval of a disclosure statement for a plan of reorganization or liquidation that is not an Acceptable Plan; (xii) The Bankruptcy Court enters an order in the Chapter 11 Cases terminating any of the Debtors’ exclusive right to file a plan or plans of reorganization pursuant to section 1121 of the Bankruptcy Code; (xiii) The Bankruptcy Court or other governmental authority with jurisdiction shall have issued any order, injunction, or other decree or taken any other action, in each case, which has become final and non-appealable and which restrains, enjoins, or otherwise prohibits the implementation of an Acceptable Plan or the effect of which would render an Acceptable Plan incapable of consummation on the terms set forth in this Agreement; (xiv) The entry of a Confirmation Order or Scheme Approval Order that does not implement an Acceptable Plan and is not otherwise satisfactory to the Required Lenders; (xv) The Irish Court declines to make an order appointing an examiner to WIL-Ireland; (xvi) Following entry into the Examinership Proceeding, the petition seeking to appoint an examiner is at any point withdrawn; (xvii) The examiner’s proposal for a Scheme of Arrangement does not obtain the support of at least one class of impaired creditors within the Examinership Proceeding; (xviii) The Irish Court refuses to confirm the examiner’s proposal for a Scheme of Arrangement; (xix) A petition is presented for the appointment of a liquidator or receiver to WIL-Ireland and the Irish Court declines to order that such liquidator or receiver ceases to act; (xx) Any meeting of the directors or members of WIL-Ireland is convened for the purposes of considering any resolution for its liquidation or other analogous insolvency procedure or with a view to a composition, assignment or arrangement with its creditors generally (or any class of its creditors) or any meeting is convened for the purposes of considering any event similar or analogous to the foregoing and such a resolution is passed (in each case other than the Examinership Proceeding and the Chapter 11 Cases); (xxi) The execution of Exit Facility Documents or any commitment letter (whether fully underwritten or best efforts) or highly confident letters with respect to the Revolver Exit Commitment that do not contemplate Payment in Full pursuant to an Acceptable Plan; (xxii) The commencement of any material enforcement action that is not stayed within 45 days after the commencement thereof or any insolvency proceeding against or in respect of any Obligor that is not a Debtor; (xxiii) The occurrence of an Event of Default that is not a Specified Event of Default; (iiixxiv) the commencement against any Loan Party, the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (iv) any Any representation or warranty made by any Loan Party Obligor in this Agreement proving to have been untrueuntrue or inaccurate in any material respect (except to the extent qualified by materiality, in which case such representation shall have been untrue or inaccurate or incomplete in any respect) on or as of the date made or deemed made, except where such representations and warranties representation or warranty expressly relate relates to an earlier date date, in which case such representations and warranties were true and correct representation or warranty shall have been untrue or inaccurate in all any material respects respect (except to the extent qualified by materiality, in which case such representation shall have been untrue or inaccurate in any respect) as of such earlier date; (vA) On the DIP Funding Date if (I) the Guaranteed Obligations are not guaranteed on a pari passu basis by all guarantors of the DIP Financing, including without limitation the guarantors of the DIP Financing organized in the United States and Canada (the “North American DIP Guarantors”), pursuant to documentation reasonably satisfactory to the Administrative Agent, or (II) (a) the Guaranteed Obligations are not secured by the same assets of the North America DIP Guarantors as, and on a second lien basis to, the DIP Financing pursuant to documentation substantially similar to the security documentation for such assets under the DIP Financing or such liens shall not be perfected to the same extent as the liens securing the DIP Financing; provided that the aggregate amount of the Guaranteed Obligations secured thereby shall not exceed $100,000,000, or (b) the Administrative Agent and the agent under the DIP Financing shall not have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent, which shall provide, among other things, that the liens securing the Guaranteed Obligations as described in this clause (xxv) shall automatically transition from second liens to pari passu liens on November 30, 2019 if Payment in Full shall not have occurred by such date, or (B) if any affiliate of any Obligor guarantees, or provides collateral for, the DIP Financing and does not guarantee, or provide such collateral for the benefit of, the Guaranteed Obligations (except any such affiliate as otherwise agreed to by the Required Lenders) to the same extent provided to the DIP Financing with, and subject to, the priority described in this clause (xxv); and (xxvi) The failure of any Loan Party Obligor to (A) pay or provide any amount required by Sections 4.1, 4.2, 4.4 and 4.7 in accordance with such Sections or (B) perform, as and when required, any of their its respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; below and , in the case of clause (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined belowB), including making such failure shall remain unremedied for 5 calendar days (or, in the case of Section 4.6(a), 30 calendar days) after the earlier to occur of (i) receipt by a Principal Financial Officer of any Interest Payment Obligor of written notice of such failure (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that given by the Administrative Agent retains all or any Lender) and (ii) a Principal Financial Officer of any Obligor otherwise becoming aware of such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Periodfailure. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereofor in any Loan Document, (i) the Specified Events of Default constitute actionable Defaults and Events of Default for the purpose of triggering any and all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party Obligor pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party Obligor to any other Loan PartyObligor, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party Obligor in violation of such provisions, in each case while any Default or Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement; provided, however, prior to and only until the occurrence of a Forbearance Termination Event (i) a Specified Event of Default shall not constitute an Event of Default for the purposes of Section 2.05(e) of the Credit Agreement, and (ii) any a Specified Event of Default shall not constitute a Default or Event of Default for the purposes of Sections 7.09(d), 8.02 (a) (without giving effect to clause (D)(2) thereof), 8.02(c)(i), 8.05(d), 8.05(j), 8.06(f)(ii) and all rights, benefits and remedies of the Administrative Agent and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b8.08(k) of the Credit Agreement so long as (x) any transaction sought to be consummated by the Obligors under such Sections shall be permitted by the DIP Agreement (as amended, supplemented or otherwise modified from time to time, but subject to Section 3.1(a)(vi)) and (iv) the Borrower Obligors shall remain obligated to Cash Collateralize otherwise comply with the outstanding LC Exposure in accordance with Section 2.06(j) terms of the Credit Agreement. Each Agreement in respect of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of Creditsuch transactions.

Forbearance Period. (ai) Subject to During the terms and conditions of this Agreement period from the Effective Date (including as defined below) until August 1, 2011 (the proviso at the end of this clause (a)“Forbearance Period”), each of the Administrative Agent and the Lenders shall Lender hereby agrees to forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination DateForbearance”; ) from exercising its rights and such period, the “Forbearance Period”): (i) 11:59 p.m. (New York City time) on April 23, 2018; (ii) the occurrence of a Default or Event of Default that is not a Specified Event of Default; (iii) the commencement against any Loan Party, the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (iv) any representation or warranty made by any Loan Party in this Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; (v) failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party in violation of such provisions, in each case while any Default or Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreementarising as a result of the Forbearance Default; provided, (iihowever, that upon the occurrence of any Event of Default other than the Forbearance Default, including the Events of Defaults set forth in Section l(d) any hereof, the Forbearance Period shall automatically and all rightsimmediately terminate, benefits and remedies of the Administrative Agent and the Lenders Lender shall be entitled to exercise any and all of their rights and remedies under the Second Lien Intercreditor Agreement Credit Agreement, the other Loan Documents and applicable law, without further notice other than as required therein. Upon termination of the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected herebyForbearance Period, (iiiA) interest the forbearance shall continue to accrue automatically terminate and be payable on of no further force or effect without any further action by the Secured Obligations at Lender, (B) the default rate Forbearance Default is, without further action, reinstated and shall have the same force and effect as if the Forbearance had not been agreed to by the parties hereto and (C) subject to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) terms of the Credit Agreement, the Loan Documents and applicable law, the Lender may thereafter, without limitation, ▇▇▇, ask for or demand from the Loan Parties payment of the Obligations due and payable to such Lender, in whole or in part, and otherwise enforce any of its rights and remedies (including rights of acceleration and foreclosure) provided for under the Credit Agreement, the Loan Documents or applicable law against any party. Each of the Loan Parties hereby acknowledges and party hereto agrees that as a result that, subject to the agreement of the Specified Events Lender to forbear from exercising certain of Default their rights and remedies as and to the Lenders have no obligation extent expressly set forth in this Agreement, all rights and remedies of the Lender under the Credit Agreement, the Loan Documents or applicable law with respect to make any such Loan Party shall continue to be available to the Lender from and after the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of CreditEffective Date.

Forbearance Period. (a) Subject to Upon the terms and satisfaction of the conditions precedent set forth in Section 6.1 of this Agreement (including the proviso at the end of this clause (a))Agreement, the Administrative Agent and the Lenders shall each Consenting Lender agrees to temporarily forbear (but not waive such Defaults and Events of Default, whether now existing or hereafter arising) from taking any Enforcement Actions as a result of the occurrence of Action solely with respect to the Specified Events of Default Defaults during the period from and including the Forbearance Effective Date until the earliest to occur of any of the following events (each the earliest such event, a “Forbearance Termination Event”; the date of such occurrencedate, the “Forbearance Period Termination Date”; and such period, the “Forbearance Period”): (i) 11:59 p.m. on August 27, 2014; provided that, if the Borrowers receive on or prior to August 27, 2014 at least $3,000,000 in cash proceeds of Additional Funding (New York City time) on April 23as defined below), 2018;then such date shall be automatically extended, without any further action by any party hereto, to September 15, 2014; and (ii) immediately on the date on which any of the following shall occur: (A) the occurrence of a Default or an Event of Default that is not (other than a Specified Event of Default; ) without giving effect to any cure or grace period thereunder, (iiiB) the commencement against any Loan Party, the Administrative Agent an amendment or any Lender restructuring of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes Other Documents, (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (ivC) any representation Borrower or warranty made by Guarantor shall take any Loan Party in this Agreement proving action to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; challenge (v) failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, to assert in writing any challenge to) the validity or enforceability of the Revolving Credit Agreement, this Agreement or any provision hereof or any Other Document, (D) an amendment or any restructuring of Section 4 below; and any of the Term Debt Documents that is not reasonably satisfactory to the Required Lenders, (viE) the date any Loan Party delivers a Junior Priority Payment Notice (occurrence of the “Forbearance Period Termination Date” as defined below) or makes any Junior Priority Payment in the Term Debt Forbearance Agreement (as defined below), including making (F) an amendment, supplement, waiver or other modification of the Term Debt Forbearance Agreement that is not reasonably satisfactory to the Required Lenders, (G) the commencement of any Interest Payment enforcement and collection actions against any Borrower or Guarantor by the holders of Indebtedness of such Borrower or Guarantor, (H) the agreement or consent of any Borrower or Guarantor to either of (D), (F) or (G) above, without the prior written consent of the Required Lenders or, in the case of (G) above, the written consent of the Required Lenders within 2 business days after any such commencement, (I) any payment in cash of interest owed under the Term Debt Credit Agreement; or (J) the Target Amount as of any Saturday shall exceed the sum of Eligible Receivables plus Eligible Unbilled Receivables (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take calculation date for any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party in violation of such provisions, in each case while any Default or Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement, (ii) any and all rights, benefits and remedies of the Administrative Agent and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) of the Credit Agreement. Each of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of Credit.Borrowing Base Certificate

Forbearance Period. (a) Subject to the terms and conditions of this Agreement (including herein set forth and in reliance upon the proviso at the end of this clause (a))Issuer’s representations, the Administrative Agent and the Lenders shall forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until the earliest to occur of any of the following events (each such eventacknowledgments, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination Date”; and such period, the “Forbearance Period”): (i) 11:59 p.m. (New York City time) on April 23, 2018; (ii) the occurrence of a Default or Event of Default that is not a Specified Event of Default; (iii) the commencement against any Loan Party, the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); (iv) any representation or warranty made by any Loan Party in this Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations agreements and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; (v) failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Documentcontained, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party or any Affiliate of any satisfaction of the foregoing conditions precedent described in Section 5 herein, the Holders agree that during the Forbearance Period they will forbear from exercising remedial rights under the Notes solely in respect of the Specified Defaults. The Holders’ agreement to forbear is temporary and limited in nature and shall not be deemed: (i) to preclude or prevent the Holders from exercising any actions or inactions taken or omitted rights and remedies under the Notes, applicable law or otherwise acquiesced to, by or arising on behalf account of any Loan Party in violation of such provisions, in each case while (A) any Default or Event of Default (including other than the Specified Events Defaults, (B) the Specified Defaults from and after the occurrence of Defaultany of the events set forth in Section 3 hereof, or (C) existssubject to the limitations set forth in Section 7 below, will constitute additional Events the right to seek payment of Default under attorneys’ fees and other costs and expenses in connection with the Credit preparation, negotiation, execution and delivery of this Agreement and in connection with the negotiation, documentation and analysis of any proposed “work out”, restructuring, funding or amendment to the Notes prior to or after the date of this Agreement and the other Loan Documents exercise of the rights and remedies described under this Agreement, Section 7; (ii) to effect any and all rights, benefits and remedies amendment of the Administrative Agent Notes, which shall remain in full force and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, effect in accordance with its terms; (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) constitute a waiver of the Credit Agreement and Specified Defaults or any other Default or Event of Default (whether now existing or hereafter occurring) (each Default or Event of Default other than any Specified Default, an “Other Default”) or any term or provision of the Notes; or (iv) to establish a custom or course of dealing among the Borrower shall remain obligated to Cash Collateralize Issuer and the outstanding LC Exposure in accordance with Section 2.06(j) of the Credit AgreementHolders. Each of the Loan Parties hereby The Issuer further acknowledges and agrees that as a result interest on the Notes will continue to accrue in accordance with the terms of the Specified Events of Default the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of CreditNotes.

Forbearance Period. (a) Subject to the terms and conditions of this Agreement (including the proviso at the end of this clause (a))Agreement, the Administrative Agent and the Lenders Credit Parties shall forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until until, the Administrative Agent, on behalf of the Credit Parties, or at the request of the Required Lenders provides a notice of termination to the Borrowers or any other Obligor after the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of delivery of such occurrencenotice, the “Forbearance Termination Date”; and such period, the “Forbearance Period”): (i) 11:59 p.m. (New York City time) on April 23, 2018the date that is five Business Days after the commencement of the Chapter 11 Cases; (ii) 11:59 p.m. (New York City time) on July 15, 2019 if the Debtors have not commenced the Chapter 11 Cases; (iii) The occurrence of a Default or an Event of Default that is under Section 9.01(a) of the Credit Agreement, whether or not constituting a Specified Event of Default; (iii) , if at that time the commencement against any Loan Party, Debtors have not commenced the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii))Chapter 11 Cases; (iv) The RSA (as in effect on the date hereof) is either terminated or modified in a manner that is adverse to the Lenders; (A) The interim order approving the DIP Financing does not provide for authority to repay in full the Secured Obligations as set forth in (iv) below or (B) the interim order of the Bankruptcy Court approving the credit agreement governing the DIP Financing (the “DIP Agreement”) is not reasonably satisfactory to the Required Lenders as to the matters addressed in this Agreement or has been modified in a manner that is materially adverse to the Lenders; (vi) The Secured Obligations are not repaid substantially concurrently with the date of the closing of the DIP Financing and the initial draw thereunder; (vii) The Bankruptcy Court enters an order converting one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code or dismissing any of the Chapter 11 Cases; (viii) The Bankruptcy Court enters an order appointing a trustee, receiver, or examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code in one or more of the Chapter 11 Cases; (ix) Either (i) any Debtor files with the Bankruptcy Court a motion, application, or adversary proceeding (or any Debtor supports any such motion, application, or adversary proceeding filed or commenced by any third party) (A) challenging the validity, enforceability, scope or priority of, or seeking avoidance or subordination of, the claims of any Credit Party or (B) asserting any other cause of action against any Credit Party or (ii) the Bankruptcy Court enters an order providing relief against any Credit Party with respect to any of the foregoing causes of action or proceedings filed by any Debtor; (x) Any insolvency proceeding against or in respect of any Obligor that is not a Debtor; (xi) Any representation or warranty made by any Loan Party Obligor in this Agreement proving to have been untrueuntrue or inaccurate in any material respect (except to the extent qualified by materiality, in which case such representation shall have been untrue or inaccurate or incomplete in any respect) on or as of the date made or deemed made, except where such representations and warranties representation or warranty expressly relate relates to an earlier date date, in which case such representations and warranties were true and correct representation or warranty shall have been untrue or inaccurate in all any material respects respect (except to the extent qualified by materiality, in which case such representation shall have been untrue or inaccurate in any respect) as of such earlier date; (vxii) The failure of any Loan Party Obligor to (A) pay any amount required by Section 4.1 in accordance with such Section or (B) perform, as and when required, any of their its respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; below and , in the case of clause (vi) the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined belowB), including making such failure shall remain unremedied for 5 calendar days after the earlier to occur of (i) receipt by a Principal Financial Officer of any Interest Payment Obligor of written notice of such failure (as defined in Schedule I) under the Second Lien Indenture; provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that given by the Administrative Agent retains all or any Lender) and (ii) a Principal Financial Officer of any Obligor otherwise becoming aware of such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Periodfailure. (b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2 hereofor in any Loan Document, (i) the Specified Events of Default constitute actionable Defaults and Events of Default for the purpose of triggering any and all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party Obligor pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party Obligor to any other Loan PartyObligor, any direct or indirect owner of an equity interest in any Loan Party 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 Loan Party Obligor in violation of such provisions, in each case while any Default or Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement; provided, however, prior to and only until the occurrence of a Forbearance Termination Event (i) a Specified Event of Default shall not constitute an Event of Default for the purposes of Section 2.05(e) of the Credit Agreement, and (ii) any a Specified Event of Default shall not constitute a Default or Event of Default for the purposes of Sections 7.09(d), 8.02 (a) (without giving effect to clause (D)(2) thereof), 8.02(c)(i), 8.05(d), 8.05(j), 8.06(f)(ii) and all rights, benefits and remedies of the Administrative Agent and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b8.08(k) of the Credit Agreement so long as (x) any transaction sought to be consummated by the Obligors under such Sections shall be permitted by the DIP Agreement (as amended, supplemented or otherwise modified from time to time) and (iv) the Borrower Obligors shall remain obligated to Cash Collateralize otherwise comply with the outstanding LC Exposure in accordance with Section 2.06(j) terms of the Credit Agreement. Each Agreement in respect of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of Creditsuch transactions.