Common use of Forbearance Period Clause in Contracts

Forbearance Period. (i) During the period from the Effective Date (as defined below) until March 15, 2011 (the “Forbearance Period”), each of the Administrative Agent and the Lender hereby agrees to forbear (the “Forbearance”) from exercising its rights and remedies under the Credit Agreement and the other Loan Documents arising as a result of the Forbearance Default; provided, however, 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) hereof, the Forbearance Period shall automatically and immediately terminate, and the Administrative Agent and the Lender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreement, the other Loan Documents and applicable law, without further notice other than as required therein. Upon termination of the Forbearance Period, (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the 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 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 agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the 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 such Loan Party shall continue to be available to the Lender from and after the 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 the Credit Agreement.

Forbearance Period. 3.1 Except as otherwise specifically provided herein, during the Forbearance Period, the Agent and the Lenders shall forbear from exercising any default-related remedies against FKP or the Stock of FKP (such default-related remedies, "Enforcement Actions" and such agreements to forbear are collectively referred to herein as the agreement to "Forbear"); PROVIDED, HOWEVER, (i) During FKP and the period from FKP Buyers shall comply during the Effective Date (as defined below) until March 15Forbearance Period with all limitations, 2011 (the “Forbearance Period”), each restrictions or prohibitions that would otherwise be effective or applicable under any of the Administrative Agent Financing Agreements and the Lender hereby agrees to forbear FKP Buyer Agreements during the continuance of any Defaults or Events of Default, (ii) nothing herein shall restrict, impair or otherwise affect Agent's or any other Lender's or the “Forbearance”) from exercising its Swingline Lender's rights and remedies under the Credit Subordination Agreement and or other agreements containing subordination provisions in favor of Agent or any other Lender or the Swingline Lender (including, without limitation, any rights or remedies available to Agent or any other Loan Documents arising Lender or the Swingline Lender as a result of the Forbearance Default; provided, however, that upon the occurrence or continuation of any Event Specified Default) or amend or modify any provision thereof, and (iii) nothing herein shall limit, restrict or otherwise impair or affect any rights or remedies of Default other than any of Agent, Lenders and Swingline Lender against any Non-FKP Borrower or Parent or any obligations or liabilities of any Non-FKP Borrower or Parent thereunder. Upon a Termination Event, Agent, each Lender's and the Swingline Lender's agreement hereunder to Forbear during the Forbearance DefaultPeriod shall immediately terminate, without the requirement of any demand, presentment, protest or notice of any kind, all of which each of the Borrowers, the Parent and the FKP Buyers waives. All rights and remedies of Agent, Lenders and the Swingline Lender in connection with the Specified Defaults are hereby reserved and, except as otherwise expressly provided in this Section 3.1, may be exercised at any time (including during the Events Forbearance Period). 3.2 Each of Defaults the Borrowers, the Parent and the FKP Buyers acknowledges and agrees that no action taken by the Agent or any Lender prior to the date hereof, and nothing in this Agreement, shall: (x) create any obligation to (A) make any further Loans or issue any Lender Guaranties, except as set forth herein with respect to FKP, or (B) forbear from taking any or all Enforcement Actions after a Termination Event, (y) except as set forth in Section 1(c) 5 hereof, constitute a waiver or modification of any term or condition of the Forbearance Period shall automatically and immediately terminateFinancing Agreements, and or (z) constitute a waiver of any Default or Event of Default, any unsatisfied condition precedent or, except for the Administrative agreement to Forbear, otherwise prejudice any rights or remedies which the Agent and Lenders now have or may have in the Lender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreementfuture, the other Loan Documents and applicable law, without further notice other than as required therein. Upon termination of the Forbearance Period, (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the 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 terms of the Credit Agreement, the Loan Documents and applicable law, the Lender may thereafterincluding, 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 agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the extent expressly set forth in this Agreement, all rights and remedies in connection with the Specified Defaults. Nothing contained herein shall in any way be deemed to limit or prevent the Agent or the Required Lenders, upon the occurrence of a Termination Event, from taking any or all Enforcement Actions, in each case without notice or demand and at the option of Agent (in its discretion or upon demand by the Required Lenders). Without limiting the generality of the Lender under foregoing, subject only to Agent and each Lender's agreement to continue to Forbear during the Credit AgreementForbearance Period, Agent and Lenders expressly reserve all rights and remedies which Agent and Lenders now have or may have in the future, including, without limitation, all rights and remedies in connection with the Specified Defaults. 3.3 Any agreement by Agent and Lenders to extend the Forbearance Period must be set forth in writing and signed by an officer of each such party. Each of the Borrowers, the Loan Documents Parent and the FKP Buyers acknowledges that neither Agent nor any Lender has made any assurances to any or applicable law with respect to such Loan Party shall continue to be available to all of the Lender from Borrowers, the Parent and after the Effective Date. (ii) It is understood and agreed that interest shall accrue from FKP Buyers concerning the Effective Date through the remainder likelihood of an extension of the Forbearance Period Period. 3.4 Each of the Borrowers, the Parent and the FKP Buyers acknowledges and agrees that any Revolving Loans, Swingline Loans or Lender Guaranties which the Agent, Lenders and the Swingline Lender make on or after the outstanding Obligations at date hereof has been made by Agent, Lenders and the Swingline Lender in reliance upon, and as consideration for, among other things, the general releases contained in Section 7 hereof and the other covenants and agreements of Borrowers, the Parent and the FKP Buyers hereunder. 3.5 Each of the Parent and the Borrowers reaffirms its obligation under the Loan Agreement and the other Financing Agreements and applicable default rates provided law to remit immediately to Agent for pursuant application to the Credit Obligations all proceeds of Collateral and the Pledged Collateral (as defined in the Parent Pledge Agreement). All payments by FKP to Agent, and all Collateral proceeds owned and remitted by FKP to Agent, shall be applied by Agent to the FKP Loan Obligations.

Forbearance Period. (ia) During Lender’s agreement to forbear from exercising any rights or remedies against Borrower with respect to collection of the period from September 2015 Interest Payment in accordance with this Agreement shall commence as of the Effective Date date on which Borrower has complied with all of the preconditions to forbearance set forth in Section 3 of this Agreement and shall continue until the earlier of (as defined belowa) until 5:00 PM Eastern Time, March 1531, 2011 2017 or (b) the occurrence of an Event of Default under the Credit Agreement (the “Forbearance Period”). During the Forbearance Period, each Lender agrees to continue to forbear from exercising any right or remedy against Borrower with respect to collection of the Administrative Agent September 2015 Interest Payment only. Lender’s agreement contained herein shall not nullify, extinguish, satisfy, release, discharge or otherwise affect Borrower’s obligations to Lender, or constitute a waiver of any Event of Default. Borrower acknowledges and agrees that there is no promise, express or implied, on the part of Lender hereby to forebear beyond the expiration or termination of the Forbearance Period provided herein, and Borrower further agrees that if any of the terms or conditions of this Agreement are not satisfied within the sole discretion of Lender or any further Event of Default (other than failure to timely make the September 2015 Interest Payment) occurs, Lender’s agreement to forbear (shall, at the “Forbearance”) from exercising election of Lender, immediately terminate and Lender shall have all of its rights and remedies under remedies. Borrower further acknowledges and agrees that if Lender elects not to terminate its agreement to forbear upon the occurrence of Event of Default, such election shall not constitute a “course of dealing” or be deemed to be a waiver of any rights of Lender to take action in respect of any further Event of Default. Nothing herein shall be construed as an agreement by Lender to forbear from asserting any affirmative defense, cross claim, counterclaim or third party claim in any action or proceeding that is currently pending or may hereafter be commenced. Further, nothing herein shall be construed as an agreement by Lender to forbear from taking any action it deems necessary to protect its security interests and lien in, to and on the Collateral. Upon expiration or termination of the Forbearance Period Lender shall be free to exercise any right or remedy to which Lender heretofore or hereafter shall be entitled without regard to this Agreement. (b) During the Forbearance Period, interest shall continue to accrue on the Obligations as set forth in the Credit Agreement and the other Loan Documents arising as a result of the Forbearance Default; providedNotes, however, 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) hereof, the Forbearance Period shall automatically and immediately terminate, and the Administrative Agent and the Lender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreement, the other Loan Documents and applicable law, without further notice other than as required therein. Upon termination of the Forbearance Period, (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the 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 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 agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the 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 such Loan Party shall continue to be available to the Lender from and after the 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 September 2015 Interest Payment at the applicable default rates provided for pursuant a rate equal to the Credit Agreement14% per annum.

Forbearance Period. (i) During the period from the Effective Date (as defined below) until March 15August 8, 2011 (the “Forbearance Period”), each of the Administrative Agent and the Lender hereby agrees to forbear (the “Forbearance”) from exercising its rights and remedies under the Credit Agreement and the other Loan Documents arising as a result of the Forbearance Default; provided, however, 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) hereof, the Forbearance Period shall automatically and immediately terminate, and the Administrative Agent and the Lender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreement, the other Loan Documents and applicable law, without further notice other than as required therein. Upon termination of the Forbearance Period, (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the 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 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 party hereto agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the 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 such Loan Party shall continue to be available to the Lender from and after the 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 the Credit Agreement.

Forbearance Period. (i) During the period from the Effective Date (as defined below) until March 15April 12, 2011 (the “Forbearance Period”), each of the Administrative Agent and the Lender hereby agrees to forbear (the “Forbearance”) from exercising its rights and remedies under the Credit Agreement and the other Loan Documents arising as a result of the Forbearance Default; provided, however, that upon the occurrence of any Event of Default other than the Forbearance Default, including the Events of Defaults set forth in Section 1(c1(d) hereof, the Forbearance Period shall automatically and immediately terminate, and the Administrative Agent and the Lender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreement, the other Loan Documents and applicable law, without further notice other than as required therein. Upon termination of the Forbearance Period, (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the 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 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 party hereto agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the 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 such Loan Party shall continue to be available to the Lender from and after the 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 the Credit Agreement.

Forbearance Period. (ia) During Subject to the terms of this Agreement, Lender agrees to forbear from exercising remedies with respect to Pledged Securities under the terms of the Mezzanine A Pledge Agreement, from enforcing Lender’s other rights and remedies under the terms and provisions of the Mezzanine A Loan Documents, and from enforcing Lender’s rights to prohibit actions Borrower may, but for the Existing Default, otherwise take under the terms and provisions of the Mezzanine A Loan Documents (“Lender’s Enforcement Rights”) as a result of the Existing Default (1) for a period from of time beginning on and including the Effective Date and ending on the earlier to occur of either (A) January 6, 2021 or (B) the date a Forbearance Termination Event (as defined below) until March 15, 2011 occurs (the “Forbearance Expiration Date,” and the time period between the Effective Date and the Forbearance Expiration Date being herein referred to in this Agreement as the “Forbearance Period”), and (2) during the Extended Forbearance Period (as defined below), so long as no Forbearance Termination Event has occured. (b) With respect to the Mortgage Loan and the Mezzanine B Loan, Lender shall have no obligation to forbear under this Agreement unless and until (i) the Mortgage Loan Forbearance Agreement is executed, (ii) a corresponding forbearance agreement is executed with respect to the Mezzanine B Loan (the “Mezzanine B Loan Forbearance Agreement”), (iii) each of the Administrative Agent Mortgage Lender and the Mezzanine B Lender hereby agrees to forbear shall have approved, in writing, this Agreement, and (iv) the “Forbearance”) from exercising its rights and remedies under the Credit Mortgage Loan Forbearance Agreement and the other Mezzanine B Loan Documents arising as a result of the Forbearance Default; provided, however, 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) hereof, the Forbearance Period shall automatically and immediately terminate, and the Administrative Agent and the Lender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreement, the other Loan Documents and applicable law, without further notice other than as required therein. Upon termination of the Forbearance Period, (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the Forbearance Default is, without further action, reinstated and Agreement each 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 terms of the Credit Agreementbeen, 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 prior to such execution, approved in writing by 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 agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the 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 such Loan Party shall continue to be available to the Lender from and after the Effective Date. (iic) It is understood and agreed that interest shall accrue from Subject to Borrower’s compliance with the Effective Date through the remainder of the Forbearance Period on the outstanding Obligations at the applicable default rates provided for pursuant terms hereof, Lender hereby consents to the Credit AgreementMortgage Loan Forbearance Agreement and the Mezzanine B Loan Forbearance Agreement and the provisions contained therein.

Forbearance Period. (i) During 3.1 Except as otherwise specifically provided herein, during the period from the Effective Date (as defined below) until March 15, 2011 (the “Forbearance Period”), each of the Administrative Agent and the Lender hereby agrees Lenders shall forbear from exercising any default-related remedies against FKP or the Stock of FKP (such default-related remedies, "Enforcement Actions" and such agreements to forbear are collectively referred to herein as the agreement to "Forbear"); PROVIDE, however, (1) FKP and the “Forbearance”FKP Buyers shall comply during the Forbearance Period with all limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Financing Agreements and the FKP Buyer Agreements during the continuance of any Defaults or Events of Default, (ii) from exercising its nothing herein shall restrict, impair or otherwise affect Agent's or any other Lender's or the Swingline Lender's rights and remedies under the Credit Subordination Agreement and or other agreements containing subordination provisions in favor of Agent or any other Lender or the Swingline Lender (including, without limitation, any rights or remedies available to Agent or any other Loan Documents arising Lender or the Swingline Lender as a result of the Forbearance Default; provided, however, that upon the occurrence or continuation of any Event Specified Default) or amend or modify any provision thereof, and (iii) nothing herein shall limit, restrict or otherwise impair or affect any rights or remedies of Default other than any of Agent, Lenders and Swingline Lender against any Non-FKP Borrower or Parent or any obligations or liabilities of any Non-FKP Borrower or Parent thereunder. Upon a Termination Event, Agent, each Lender's and the Swingline Lender's agreement hereunder to Forbear during the Forbearance DefaultPeriod shall immediately terminate, without the requirement of any demand, presentment, protest or notice of any kind, all of which each of the Borrowers, the Parent and the FKP Buyers waives. All rights and remedies of Agent, Lenders and the Swingline Lender in connection with the Specified Defaults are hereby reserved and, except as otherwise expressly provided in this Section 3. 1, may be exercised at any time (including during the Events Forbearance Period). 3.2 Each of Defaults the Borrowers, the Parent and the FKP Buyers acknowledges and agrees that no action taken by the Agent or any Lender prior to the date hereof, and nothing in this Agreement, shall: (x) create any obligation to (A) make any further Loans or issue any Lender Guaranties, except as set forth herein with respect to FKP, or (B) forbear from taking any or all Enforcement Actions after a Termination Event, (y) except as set forth in Section 1(c) 5 hereof, constitute a waiver or modification of any term or condition of the Forbearance Period shall automatically and immediately terminateFinancing Agreements, and or (z) constitute a waiver of any Default or Event of Default, any unsatisfied condition precedent or, except for the Administrative agreement to Forbear, otherwise prejudice any rights or remedies which the Agent and Lenders now have or may have in the Lender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreementfuture, the other Loan Documents and applicable law, without further notice other than as required therein. Upon termination of the Forbearance Period, (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the 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 terms of the Credit Agreement, the Loan Documents and applicable law, the Lender may thereafterincluding, 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 agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the extent expressly set forth in this Agreement, all rights and remedies in connection with the Specified Defaults. Nothing contained herein shall in any way be deemed to limit or prevent the Agent or the Required Lenders, upon the occurrence of a Termination Event, from taking any or all Enforcement Actions, in each case without notice or demand and at the option of Agent (in its discretion or upon demand by the Required Lenders). Without limiting the generality of the Lender under foregoing, subject only to Agent and each Lender's agreement to continue to Forbear during the Credit AgreementForbearance Period, Agent and Lenders expressly reserve all rights and remedies which Agent and Lenders now have or may have in the future, including, without limitation, all rights and remedies in connection with the Specified Defaults. 3.3 Any agreement by Agent and Lenders to extend the Forbearance Period must set forth in writing and signed by an officer of each such party. Each of the Borrowers, the Loan Documents Parent and the FKP Buyers acknowledges that neither Agent nor any Lender has made any assurances to any or applicable law with respect to such Loan Party shall continue to be available to all of the Lender from Borrowers, the Parent and after the Effective Date. (ii) It is understood and agreed that interest shall accrue from FKP Buyers concerning the Effective Date through the remainder likelihood of an extension of the Forbearance Period Period. 3.4 Each of the Borrowers, the Parent and the FKP Buyers acknowledges and agrees that any Revolving Loans, Swingline Loans or Lender Guaranties which the Agent, Lenders and the Swingline Lender make on or after the outstanding Obligations at date hereof has been made by Agent, Lenders and the Swingline Lender in reliance upon, and as consideration for, among other things, the general releases contained in Section 7 hereof and the other covenants and agreements of Borrowers, the Parent and the FKP Buyers hereunder. 3.5 Each of the Parent and the Borrowers reaffirms its obligation under the Loan Agreement and the other Financing Agreements and applicable default rates provided law to remit immediately to Agent for pursuant application to the Credit Obligations all proceeds of Collateral and the Pledged Collateral (as defined in the Parent Pledge Agreement). All payments by FKP to Agent, and all Collateral proceeds owned and remitted by FKP to Agent, shall be applied by Agent to the FKP Loan Obligations.

Forbearance Period. (ia) During the period from the Effective Date Forbearance Period (as defined below) until March 15, 2011 (the “Forbearance Period”), each of the Administrative Agent and the Lender hereby agrees to forbear (the “Forbearance”) from exercising its rights and remedies under any right or remedy against Borrowing Parties with respect to the Credit Agreement and the other Loan Documents arising as a result of the Forbearance Existing Default; provided, however, that upon the occurrence of any provided (i) there shall occur no Event of Default other than the Existing Default and (ii) Borrower shall continue to make monthly payments of accrued interest on the Payment Date as contemplated by Section 2.2.1 of the Loan Agreement. Nothing herein shall be construed as an agreement by Lender from asserting any affirmative defense, cross claim, counterclaim or third party claim in any action or proceeding that is now pending or may hereafter be commenced. Lender's agreement to forbear from exercising any rights or remedies in accordance with this paragraph shall commence as of the date hereof and continue until 5:00 PM Eastern time, April 11, 2007, unless earlier terminated as a result of the occurrence of an "Additional Default" (as defined below) (the "Initial Forbearance DefaultPeriod"). Unless extended pursuant to the terms of paragraph (b) below, including upon and after the Events expiration of Defaults set forth in Section 1(c) hereofthe Initial Forbearance Period, the Forbearance Period shall automatically and immediately terminate, and the Administrative Agent and the Lender shall be entitled free to exercise any and right or remedy to which Lender heretofore or hereafter shall be entitled without regard to this paragraph. Nothing contained herein shall be deemed to limit Borrower's obligations to make all payments due under the Loan Documents other than the repayment of the principal balance, all of their rights which obligations shall remain in full force and remedies under effect. (b) Borrower shall have one (1) option to extend the Credit Agreementterm of the Initial Forbearance Period for an additional ninety (90) days, i.e., until 5:00 PM Eastern time, July 11, 2007 (the other Loan Documents "Extended Forbearance Period"), provided (i) no Other Default shall have occurred, (ii) Borrower delivers written notice to Lender no later than ten (10) Business Days prior to the expiration of the Initial Forbearance Period electing to extend the Initial Forbearance Period and applicable law(iii) and on or before July 3, without further notice other than 2007, Borrower shall cause to be delivered to Lender the sum of Five Hundred Thousand ($500,000.00), for application to the outstanding principal balance of the Loan. (c) During the Forbearance Period, so long as required thereinno Additional Default shall occur, Borrower shall not be obligated to pay the Late Charges accruing as contemplated by Section 8 of the Note. Upon termination Provided that Borrower pays the Obligations in full prior to the expiration of the Forbearance Period, Lender shall waive such Late Charges in their entirety. (Ad) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) During the Forbearance Period, so long as no Additional Default isshall occur, without further action, reinstated and although interest shall have accrue at the same force and effect Default Rate as if the Forbearance had not been agreed to contemplated by the parties hereto and (C) subject to the terms Section 7.2 of the Credit AgreementNote, 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 agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the 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 such Loan Party Borrower shall continue to pay interest at the Interest Rate, and the difference between interest accruing at the Interest Rate and the Default Rate (the "Interest Differential") shall be available deferred. Provided that Borrower pays the Obligations in full prior to the Lender from and after the Effective Date. (ii) It is understood and agreed that interest shall accrue from the Effective Date through the remainder expiration of the Forbearance Period on Period, Lender shall waive the outstanding Obligations at the applicable default rates provided for pursuant to the Credit AgreementInterest Differential in its entirety.

Forbearance Period. (i) During the period from the Effective Date (as defined below) until March 1525, 2011 (the “Forbearance Period”), each of the Administrative Agent and the Lender hereby agrees to forbear (the “Forbearance”) from exercising its rights and remedies under the Credit Agreement and the other Loan Documents arising as a result of the Forbearance Default; provided, however, that upon the occurrence of any Event of Default other than the Forbearance Default, including the Events of Defaults set forth in Section 1(c1(d) hereof, the Forbearance Period shall automatically and immediately terminate, and the Administrative Agent and the Lender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreement, the other Loan Documents and applicable law, without further notice other than as required therein. Upon termination of the Forbearance Period, (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the 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 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 party hereto agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the 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 such Loan Party shall continue to be available to the Lender from and after the 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 the Credit Agreement.

Forbearance Period. (ia) During Subject to the terms of this Agreement, Lender agrees to forbear from exercising remedies with respect to Pledged Securities under the terms of the Mezzanine B Pledge Agreement, from enforcing Lender’s other rights and remedies under the terms and provisions of the Mezzanine B Loan Documents, and from enforcing Lender’s rights to prohibit actions Borrower may, but for the Existing Default, otherwise take under the terms and provisions of the Mezzanine B Loan Documents (“Lender’s Enforcement Rights”) as a result of the Existing Default (1) for a period from of time beginning on and including the Effective Date and ending on the earlier to occur of either (A) January 6, 2021 or (B) the date a Forbearance Termination Event (as defined below) until March 15, 2011 occurs (the “Forbearance Expiration Date,” and the time period between the Effective Date and the Forbearance Expiration Date being herein referred to in this Agreement as the “Forbearance Period”), and (2) during the Extended Forbearance Period (as defined below), so long as no Forbearance Termination Event has occurred. (b) With respect to the Mortgage Loan and the Mezzanine A Loan, Lender shall have no obligation to forbear under this Agreement unless and until (i) the Mortgage Loan Forbearance Agreement is executed, (ii) the Mezzanine A Loan Forbearance Agreement is executed, (iii) each of the Administrative Agent Mortgage Lender and the Mezzanine A Lender hereby agrees to forbear shall have approved, in writing, this Agreement, and (iv) the “Forbearance”) from exercising its rights and remedies under the Credit Mortgage Loan Forbearance Agreement and the other Mezzanine A Loan Documents arising as a result of the Forbearance Default; provided, however, 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) hereof, the Forbearance Period shall automatically and immediately terminate, and the Administrative Agent and the Lender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreement, the other Loan Documents and applicable law, without further notice other than as required therein. Upon termination of the Forbearance Period, (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the Forbearance Default is, without further action, reinstated and Agreement each 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 terms of the Credit Agreementbeen, 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 prior to such execution, approved in writing by 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 agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the 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 such Loan Party shall continue to be available to the Lender from and after the Effective Date. (iic) It is understood Subject to Borrower’s compliance with the terms hereof, Lender hereby consents to the execution and agreed that interest shall accrue from the Effective Date through the remainder provisions of the Mortgage Loan Forbearance Period on Agreement and the outstanding Obligations at the applicable default rates provided for pursuant to the Credit Mezzanine A Loan Forbearance Agreement.

Forbearance Period. (ia) During the period from the Effective Date Third Extended Forbearance Period (as defined below) until March 15, 2011 (the “Forbearance Period”), each of the Administrative Agent and the Lender hereby agrees to forbear (the “Forbearance”) from exercising its rights and remedies under any right or remedy against Borrowing Parties with respect to the Credit Agreement and the other Loan Documents arising as a result of the Forbearance Existing Default; provided, however, that upon the occurrence of any provided (i) there shall occur no Event of Default other than the Forbearance Existing Default, including and (ii) Borrower shall continue to make monthly Payments of accrued interest on the Events Payment Date as contemplated by Section 2.2.1 of Defaults set forth the Loan Agreement. Nothing herein shall be construed as an agreement by Lender from asserting any affirmative defense, cross-claim, counterclaim or third-party claim in Section 1(c) hereofany action or proceeding that is now pending or may hereafter be commenced. Lender’s agreement to forbear from exercising any rights or remedies in accordance with this paragraph shall and continue until 5:00 PM Eastern time, May 11, 2008, unless earlier terminated as a result of the occurrence of an Additional Default (as defined in the Forbearance Period Agreement) (the “Third Extended Forbearance Period”). Subject to paragraph (b) below, upon and after the expiration of the Third Extended Forbearance Period, Lender shall automatically be free to exercise any right or remedy to which Lender heretofore or hereafter shall be entitled without regard to this paragraph. Nothing contained herein shall be deemed to limit Borrower’s obligations to make all payments due under the Loan Documents other than the repayment of the principal balance, all of which obligations shall remain in full force and immediately terminateeffect. (b) Notwithstanding the forgoing, and the Administrative Agent and the Lender Borrower shall be entitled to exercise any and all of their rights and remedies under further extend the Credit AgreementThird Extended Forbearance Period until July 11, the other Loan Documents and applicable law2008, without further notice other than as required therein. Upon termination subject to satisfaction of the following conditions: (i) Borrower shall have provided written notice of its election to extend the Third Extended Forbearance Period no later than April 11, 2008; (ii) No Additional Default has occurred; (iii) Borrower shall make a payment of $1,000,000.00 to be applied to the outstanding principal balance of the Loan no later than May 11, 2008; (iv) Together with its written notice to so extend the Third Extended Forbearance Period, Borrower shall deliver to Lender an additional Interest Payment in the amount necessary (Aas determined by Lender) to cover the forbearance shall automatically terminate and be interest estimated to accrue during the remainder of no further force or effect without any further action by the Lender, Third Extended Forbearance Period; and (Bv) the 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 Subject to the terms of subparagraph (c) below, Borrower shall demonstrate to Lender's satisfaction that it has completed the Credit AgreementWork at its own expense in accordance with the Budget. (c) If the Work has not been completed by May 11, 2008 despite Borrower's good faith efforts to complete same, Borrower may elect to extend the Loan Documents and applicable lawThird Extended Forbearance Period by depositing with Lender the amount necessary to complete the Work (the "Work Escrow"), in which event (i) Lender shall hold the Work Escrow in a non-interest bearing account (which need not be a segregated account), (ii) so long as no Additional Default shall occur, Lender may thereafter, without limitation, ▇▇▇, ask for or demand from the Loan Parties payment shall disburse portions of the Obligations due and payable Work Escrow to the parties entitled thereto upon delivery of Borrower's request therefor (to be delivered to Lender at least five (5) Business Days prior to the date on which Borrower requests each such Lenderdisbursement to be made), in whole or in part, and otherwise enforce any of its rights and remedies (including rights of acceleration and foreclosure) provided for under which request shall specify 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 costs of the Loan Parties agrees thatWork to be paid and shall be accompanied by a certificate from Borrower (1) stating that the Work for which such disbursement is sought has been completed in a good and workmanlike manner in accordance with all applicable legal requirements and (2) identifying each party that supplied materials, subject to labor, work, services, or equipment in connection with the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the 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 Work for which such Loan Party disbursement is sought. Borrower shall continue to be available use good faith efforts to complete the Work in a timely fashion. In the event that Lender from and determines in its reasonable discretion that the Work Escrow is not sufficient to complete the Work in accordance with the Budget, Borrower shall have deposit with Lender the additional funds necessary to complete the Work within five (5) Business Days after the Effective DateLender notifies Borrower. (iid) It is understood and agreed During the Third Extended Forbearance Period, so long as no Additional Default shall occur, Borrower shall not be obligated to pay the Late Charges accruing as contemplated by Section 8 of the Note. Provided that Borrower pays the Obligations in full prior to the expiration of the Third Extended Forbearance Period, Lender shall waive such Late Charges in their entirety (e) During the Third Extended Forbearance Period, so long as no Additional Default shall occur, although interest shall accrue from at the Effective Date through the remainder Default Rate as contemplated by Section 7.2 of the Forbearance Period on the outstanding Obligations Note, Borrower shall continue to pay interest at the applicable default rates provided for pursuant Interest Rate, and the difference between interest accruing at the Interest Rate and the Default Rate (the “ContinuedInterest Differential”) shall be deferred. Provided that Borrower pays the Obligations in full prior to the Credit Agreementexpiration of the Third Extended Forbearance Period, Lender shall waive the Continued Interest Differential in its entirety.

Forbearance Period. (a) Each of the Borrowers and the Guarantor hereby acknowledges and confirms (i) During the occurrence and continuance of each of the Existing Defaults, and (ii) that the Existing Defaults are material in nature. (b) Subject to the terms and conditions hereof, including, without limitation, the satisfaction of the conditions precedent described in Section 6 herein, each of the Lenders agrees that during the period from the Effective Date time that all conditions precedent described in Section 6 herein are satisfied through the earlier of (as defined belowi) until March 152:00 p.m. (Eastern Time) on April 28, 2011 2006, or (ii) the occurrence of a Terminating Event (the “Forbearance Period”), each of the Administrative Agent and the Lender hereby agrees to it will forbear (the “Forbearance”) from exercising its rights and remedies under the Credit Agreement and the other Loan Documents arising as a result in respect of the Forbearance Default; providedExisting Defaults, however, that other than: (i) the right upon the occurrence of any a Terminating Event to collect interest at the Default Rate and (ii) the rights and remedies described herein, which rights and remedies the Borrowers acknowledges and confirms that the Lenders are entitled to exercise pursuant to the terms of this Agreement. (c) During the Forbearance Period, interest due under the Credit Agreement will: (i) accrue at the Default Rate, and (ii) be paid at the rate provided for in the Credit Agreement as if an Event of Default other than had not occurred. The difference between the Forbearance Default, including the Events of Defaults set forth in Section 1(c) hereof, the Forbearance Period shall automatically and immediately terminate, interest accrued and the Administrative Agent interest paid shall hereafter be referred to as the “PIK Spread”. The PIK Spread shall become due and payable at the Lender shall be entitled to exercise any and all of their rights and remedies under the Credit Agreement, the other Loan Documents and applicable law, without further notice other than as required therein. Upon expiration or termination of the Forbearance Period. GE Capital hereby agrees to waive the PIK Spread provided that: (I) a Terminating Event does not occur hereunder, (AII) the forbearance shall automatically terminate and be of no further force or effect without any further action by Debtor accepts GE Capital’s proposal for the LenderDIP Credit Facility as provided in Section 7(c)(iii) hereof, (B) the 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 (CIII) subject GE Capital provides the Replacement Facility (as defined in the Waiver Agreement). The term Replacement Facility as used in the Waiver Agreement shall mean an exit credit facility to the terms of enable Borrowers to emerge from Chapter 11 and replace or refinance the Credit Agreement, Agreement (and such DIP facility provided by GE Capital in 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 agrees that, subject to the agreement of the Lender to forbear from exercising certain of their rights and remedies as and to the 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 such Loan Party shall continue to be available to the Lender from and after the Effective DateChapter 11 case). (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 the Credit Agreement.

Forbearance Period. (ia) During the period from the Effective Date Second Extended Forbearance Period (as defined below) until March 15, 2011 (the “Forbearance Period”), each of the Administrative Agent and the Lender hereby agrees to forbear (the “Forbearance”) from exercising its rights and remedies under any right or remedy against Borrowing Parties with respect to the Credit Agreement and the other Loan Documents arising as a result of the Forbearance Existing Default; provided, however, that upon the occurrence of any provided (i) there shall occur no Event of Default other than the Forbearance Existing Default, including and (ii) Borrower shall continue to make monthly Payments of accrued interest on the Events Payment Date as contemplated by Section 2.2.1 of Defaults set forth in Section 1(c) hereof, the Forbearance Period shall automatically and immediately terminate, and the Administrative Agent and the Lender Loan Agreement. Nothing herein shall be entitled construed as an agreement by Lender from asserting any affirmative defense, cross-claim, counterclaim or third-party claim in any action or proceeding that is now pending or may hereafter be commenced. Lender’s agreement to exercise forbear from exercising any rights or remedies in accordance with this paragraph shall commence as of 5:00 PM Eastern time, July 11, 2007 and all of their rights and remedies under the Credit Agreementcontinue until 5:00 PM Eastern time, the other Loan Documents and applicable lawOctober 11, without further notice other than as required therein. Upon termination of the Forbearance Period2007, (A) the forbearance shall automatically terminate and be of no further force or effect without any further action by the Lender, (B) the 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 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 unless earlier terminated as a result of Lender’s Breachthe occurrence of an Additional Default (as defined in the Forbearance Agreement) (the “Second Extended Forbearance Period”). Each Upon and after the expiration of the Loan Parties agrees thatSecond Extended Forbearance Period, subject Lender shall be free to the agreement of the exercise any right or remedy to which Lender heretofore or hereafter shall be entitled without regard to forbear from exercising certain of their rights and remedies as and this paragraph. Nothing contained herein shall be deemed to the extent expressly set forth in this Agreement, limit Borrower’s obligations to make all rights and remedies of the Lender payments due under the Credit Agreement, the Loan Documents or applicable law with respect other than the repayment of the principal balance, all of which obligations shall remain in full force and effect. (b) During the Second Extended Forbearance Period, so long as no Additional Default shall occur, Borrower shall not be obligated to pay the Late Charges accruing as contemplated by Section 8 of the Note. Provided that Borrower pays the Obligations in full prior to the expiration of the Second Extended Forbearance Period, Lender shall waive such Loan Party Late Charges in their entirety. (c) During the Second Extended Forbearance Period, so long as no Additional Default shall occur, although shall accrue at the Default Rate as contemplated by Section 7.2 of the Note, Borrower shall continue to pay interest at the Interest Rate, and the difference between interest accruing at the Interest Rate and the Default Rate (the “Interest Differential”) shall be available deferred. Provided that Borrower pays the Obligations in full prior to the Lender from and after the Effective Date. (ii) It is understood and agreed that interest shall accrue from the Effective Date through the remainder expiration of the Second Extended Forbearance Period on Period, Lender shall waive the outstanding Obligations at the applicable default rates provided for pursuant to the Credit AgreementInterest Differential in its entirety.