Common use of Forbearance Period Clause in Contracts

Forbearance Period. The Forbearance shall commence on the date of this Agreement and, provided no Event of Termination (as defined below) has occurred, shall continue in effect until: (1) in respect of the Specified Default relating to the Guarantor Covenant and Material IP Covenant, 11:59 p.m. (Eastern Standard Time) on the Long Stop Date; and (2) in respect of the Specified Default relating to the Cash Covenant, the earlier of: (x) 11:59 p.m. (Eastern Standard Time) on the Long Stop Date; and (y) the date on which the Committed Funding is received by the Company pursuant to the terms of the Term Sheet and the Investment Agreement; or such later date as may be agreed to in writing (including via e-mail of counsel) by the Holders (each a respective “Forbearance Termination Date” and the period commencing on the date of this Agreement and ending on the respective Forbearance Termination Date, the “Forbearance Period”). Upon expiry of the respective Forbearance Period (provided it has not been extended) in respect of the Forbearance, or upon the occurrence of an Event of Termination, the Forbearance Period shall immediately and automatically terminate and all obligations under this Agreement shall have no further force or effect (which, for the avoidance of doubt, shall include all obligations and undertakings as applicable to the SF Investors), and the Holders shall be released from any and all obligations and agreements in relation to the relevant Forbearance and/or the Waiver, as applicable, under this Agreement and shall be entitled to exercise any of the their rights and remedies under the Notes and/or the Indenture in relation to the relevant Specified Default or Section 4.02 of the Indenture as if this Agreement had never existed, and all of their rights and remedies shall be available without restriction or modification, as if this Agreement had not been effectuated.

Forbearance Period. The Forbearance shall commence on the Agreement Effective Date (as defined below) and continue until the earlier of (a) June 3, 2019 (the “Forbearance Outside Date”) and (b) the date of this Agreement and, provided no on which any Event of Termination (as defined below) has occurred, shall continue in effect until: have occurred (1the earlier of (a) in respect of the Specified Default relating to the Guarantor Covenant and Material IP Covenant, 11:59 p.m. (Eastern Standard Time) on the Long Stop Date; and (2) in respect of the Specified Default relating to the Cash Covenantb), the earlier of: (x) 11:59 p.m. (Eastern Standard Time) on the Long Stop Date; and (y) the date on which the Committed Funding is received by the Company pursuant to the terms of the Term Sheet and the Investment Agreement; or such later date as may be agreed to in writing (including via e-mail of counsel) by the Holders (each a respective “Forbearance Termination Date” and the period commencing on the date of this Agreement Effective Date and ending on the respective Forbearance Termination Date, the “Forbearance Period”). Upon expiry From and after the Termination Date, without limiting the obligations of the respective Forbearance Period (provided it has not been extended) in respect of Supporting Lenders and the Agent to provide the In-Court Forbearance, or upon the occurrence of an Event of Terminationif applicable, the Forbearance Period shall immediately and automatically terminate and all obligations under this Agreement shall have no further force or effect effect, and each of the Supporting Lenders and the Agent shall be entitled to exercise any of the Rights and Remedies as if the Forbearance had never existed, and all of the Rights and Remedies under the Loan Documents and in law and in equity shall be available without restriction or modification, as if the Forbearance had not occurred. The In-Court Forbearance shall commence on the In-Court Forbearance Effective Date as long as the Support Agreement shall not have been terminated at such time and continue until the earlier of (which, for a) the avoidance Forbearance Outside Date and (b) the date on which any In-Court Event of doubt, Termination (as defined below) shall include all obligations have occurred (the earlier of (a) and undertakings as applicable to the SF Investors(b), the “In-Court Termination Date” and the Holders period commencing on the In-Court Forbearance Effective Date and ending on the In-Court Termination Date, the “In-Court Forbearance Period”). From and after the In-Court Termination Date, the In-Court Forbearance shall immediately and automatically terminate and have no further force or effect, and each of the Supporting Lenders and the Agent shall be released from any and all obligations and agreements in relation to the relevant Forbearance and/or the Waiver, as applicable, under this Agreement and shall be entitled to exercise any of the their rights Rights and remedies under the Notes and/or the Indenture in relation to the relevant Specified Default or Section 4.02 of the Indenture Remedies as if this Agreement had never existed, and all of their rights the Rights and remedies Remedies under the Loan Documents and in law and in equity shall be available without restriction or modification, as if this Agreement In-Court Forbearance had not been effectuatedoccurred.

Forbearance Period. The Forbearance shall commence on the Forbearance Effective Date and continue until the earlier of (a) July 23, 2020 at 12:01 a.m. New York City time and (b) the date of this Agreement and, provided no on which any Event of Termination (as defined below) has occurred, shall continue in effect until: have occurred (1the earlier of clause (a) in respect of the Specified Default relating to the Guarantor Covenant and Material IP Covenant, 11:59 p.m. clause (Eastern Standard Time) on the Long Stop Date; and (2) in respect of the Specified Default relating to the Cash Covenantb), the earlier of: (x) 11:59 p.m. (Eastern Standard Time) on the Long Stop Date; and (y) the date on which the Committed Funding is received by the Company pursuant to the terms of the Term Sheet and the Investment Agreement; or such later date as may be agreed to in writing (including via e-mail of counsel) by the Holders (each a respective “Forbearance Termination Date” and the period commencing on the date of this Agreement Forbearance Effective Date and ending on the respective Forbearance Termination Date, the “Forbearance Period”); provided that the Forbearance Period may be extended by written confirmation (including, at the option of the Lenders constituting the Required Lenders, in their sole discretion, via e-mail, which may be provided by Stradley (defined below)) from Lenders constituting Required Lenders). Upon expiry of the respective Forbearance Period (provided it has not been extended) in respect of the Forbearance, or upon the occurrence of an Event of TerminationTermination Date, the Forbearance Period shall immediately and automatically terminate (without further notice or action by the Agent or any Lender) and all obligations under this Agreement shall have no further force or effect (which, for the avoidance of doubt, shall include all obligations and undertakings as applicable to the SF Investors)effect, and each of the Holders Lenders shall be released from any and all obligations and agreements in relation to the relevant Forbearance and/or the Waiver, as applicable, under this Agreement and shall be entitled to exercise any of the their rights Rights and remedies under the Notes and/or the Indenture in relation to the relevant Specified Default or Section 4.02 of the Indenture Remedies as if this Agreement had never existed, and all of their rights the Rights and remedies Remedies shall be available without restriction or modification, as if this Agreement had not been effectuated. The Agent and the Lenders have not waived any of such Rights and Remedies (but have agreed to temporarily forbear from the exercise of such Rights and Remedies as to the Forbearance Defaults during the Forbearance Period subject to the terms and conditions set forth herein), and nothing in this Agreement, nor the making of any Loans from and after the date hereof or after the Termination Date, nor any delay on the Agent’s or the Lenders’ part after the Termination Date in exercising any such Rights and Remedies, can be construed as a waiver of any such Rights and Remedies.

Forbearance Period. The Forbearance forbearance and temporary waiver set forth in this Agreement shall commence on the Forbearance Effective Date (as defined in Section 4 below) and continue until the earlier of (a) December 15, 2025 (the “Scheduled Termination Date”) and (b) the date of this Agreement and, provided no on which any Event of Termination (as defined in Section 2 below) has occurred, shall continue in effect until: have occurred (1the earlier of (a) in respect of the Specified Default relating to the Guarantor Covenant and Material IP Covenant, 11:59 p.m. (Eastern Standard Time) on the Long Stop Date; and (2) in respect of the Specified Default relating to the Cash Covenantb), the earlier of: (x) 11:59 p.m. (Eastern Standard Time) on the Long Stop Date; and (y) the date on which the Committed Funding is received by the Company pursuant to the terms of the Term Sheet and the Investment Agreement; or such later date as may be agreed to in writing (including via e-mail of counsel) by the Holders (each a respective “Forbearance Termination Date” and the period commencing on the date of this Agreement Forbearance Effective Date and ending on the respective Forbearance Termination Date, the “Forbearance Period”). Upon expiry of From and after the respective Forbearance Period (provided it has not been extended) in respect of the ForbearanceTermination Date, or upon the occurrence of an Event of Termination, the Forbearance Period such forbearance and temporary waiver shall immediately and automatically terminate and all obligations under this Agreement shall have no further force or effect (which, for the avoidance of doubt, shall include all obligations and undertakings as applicable to the SF Investors)effect, and each of the Supporting Holders shall be released from any and all obligations and agreements in relation to the relevant Forbearance and/or the Waiver, as applicable, under this Agreement and shall be entitled to exercise any of the their rights and remedies under the Notes and/or the Indenture in relation to the relevant Specified Default or Section 4.02 of the Indenture as if this Agreement had never existed, and all of their the rights and remedies under the Specified Debt Agreements and the Notes and in law and in equity shall be available without restriction or modification, as if this Agreement such forbearance and temporary waiver had not been effectuated.occurred; provided that the Scheduled Termination Date may be extended one or more times with the written consent of Supporting Holders holding at least a majority in aggregate principal amount of the outstanding Notes then held by all Supporting Holders (the “Majority Supporting Holders”),

Forbearance Period. The Forbearance forbearance shall commence on the Forbearance Effective Date (as defined below) and continue until the earlier of (a) 11:59 p.m. ET on October 24, 2025 and (b) the date of this Agreement and, provided no on which any Event of Termination (as defined below) has occurred, shall continue in effect until: have occurred (1the earlier of (a) in respect of the Specified Default relating to the Guarantor Covenant and Material IP Covenant, 11:59 p.m. (Eastern Standard Time) on the Long Stop Date; and (2) in respect of the Specified Default relating to the Cash Covenantb), the earlier of: (x) 11:59 p.m. (Eastern Standard Time) on the Long Stop Date; and (y) the date on which the Committed Funding is received by the Company pursuant to the terms of the Term Sheet and the Investment Agreement; or such later date as may be agreed to in writing (including via e-mail of counsel) by the Holders (each a respective “Forbearance Termination Date” and the period commencing on the date of this Agreement Forbearance Effective Date and ending on the respective Forbearance Termination Date, the “Forbearance Period”). Upon expiry of From and after the respective Forbearance Period (provided it has not been extended) in respect of Termination Date the Forbearance, or upon the occurrence of an Event of Termination, the Forbearance Period forbearance shall immediately and automatically terminate and all obligations under this Agreement shall have no further force or effect (which, for the avoidance of doubt, shall include all obligations and undertakings as applicable to the SF Investors)effect, and the Trustee and each of the Supporting Holders shall be released from any and all obligations and agreements in relation to the relevant Forbearance and/or the Waiver, as applicable, under this Agreement and shall be entitled to exercise any of the their rights Rights and remedies under the Notes and/or the Indenture in relation to the relevant Specified Default or Section 4.02 of the Indenture Remedies as if this Agreement had never existed, and all of their rights the Rights and remedies Remedies under the Indentures and the Notes and in law and in equity shall be available without restriction or modification, as if this Agreement forbearance had not been effectuatedoccurred. Promptly following (but in any event within three (3) Business Days of) the occurrence of the Specified Termination Event, the Issuer shall (and shall take all actions necessary to) execute and deliver to the Trustee for execution a supplemental indenture pursuant to the terms and provisions of the Indenture providing that the sixty day notice period set forth in Section 6.01(c) of the Indenture, solely with respect to the Existing Specified Default, shall be shortened to the difference between (A) sixty days minus (B) the number of days elapsed from (and including) the Forbearance Effective Date to (and including) the date of such Specified Termination Event.

Forbearance Period. The Forbearance shall commence on the Forbearance Effective Date (as defined below) and continue until the earlier of (a) July 16, 2020 at 12:01 a.m. New York City time and (b) the date of this Agreement and, provided no on which any Event of Termination (as defined below) has occurred, shall continue in effect until: have occurred (1the earlier of clause (a) in respect of the Specified Default relating to the Guarantor Covenant and Material IP Covenant, 11:59 p.m. clause (Eastern Standard Time) on the Long Stop Date; and (2) in respect of the Specified Default relating to the Cash Covenantb), the earlier of: (x) 11:59 p.m. (Eastern Standard Time) on the Long Stop Date; and (y) the date on which the Committed Funding is received by the Company pursuant to the terms of the Term Sheet and the Investment Agreement; or such later date as may be agreed to in writing (including via e-mail of counsel) by the Holders (each a respective “Forbearance Termination Date” and the period commencing on the date of this Agreement Forbearance Effective Date and ending on the respective Forbearance Termination Date, the “Forbearance Period”); provided that the Forbearance Period may be extended by written confirmation (including, at the option of the Lenders constituting the Required Lenders, in their sole discretion, via e-mail, which may be provided by Stradley (defined below)) from Lenders constituting Required Lenders). Upon expiry of the respective Forbearance Period (provided it has not been extended) in respect of the Forbearance, or upon the occurrence of an Event of TerminationTermination Date, the Forbearance Period shall immediately and automatically terminate (without further notice or action by the Agent or any Lender) and all obligations under this Agreement shall have no further force or effect (which, for the avoidance of doubt, shall include all obligations and undertakings as applicable to the SF Investors)effect, and each of the Holders Lenders shall be released from any and all obligations and agreements in relation to the relevant Forbearance and/or the Waiver, as applicable, under this Agreement and shall be entitled to exercise any of the their rights Rights and remedies under the Notes and/or the Indenture in relation to the relevant Specified Default or Section 4.02 of the Indenture Remedies as if this Agreement had never existed, and all of their rights the Rights and remedies Remedies shall be available without restriction or modification, as if this Agreement had not been effectuated. The Agent and the Lenders have not waived any of such Rights and Remedies (but have agreed to temporarily forbear from the exercise of such Rights and Remedies as to the Forbearance Defaults during the Forbearance Period subject to the terms and conditions set forth herein), and nothing in this Agreement, nor the making of any Loans from and after the date hereof or after the Termination Date, nor any delay on the Agent’s or the Lenders’ part after the Termination Date in exercising any such Rights and Remedies, can be construed as a waiver of any such Rights and Remedies.

Forbearance Period. The Subject to the terms and conditions herein set forth and in reliance upon the Issuer’s representations, acknowledgments, agreements and warranties herein contained, including, without limitation, the satisfaction of the conditions precedent described in Section 5 herein, the Holder agrees, and agrees to direct the Trustee, that during the Forbearance shall commence on Period they will forbear from exercising remedial rights under the date of this Agreement and, provided no Event of Termination (as defined below) has occurred, shall continue in effect until: (1) Indenture solely in respect of the Specified Defaults. The Holder’s agreement to forbear is temporary and limited in nature and shall not be deemed: (i) to preclude or prevent the Trustee or the Holder from exercising any rights and remedies under the Indenture, applicable law or otherwise arising on account of (A) any Default relating or Event of Default other than the Specified Defaults, (B) the Specified Defaults from and after the occurrence of any of the events set forth in Section 3 hereof, or (C) subject to the Guarantor Covenant limitations set forth in Section 7 below, the right to seek payment of attorneys’ fees and Material IP Covenantother costs and expenses in connection with the preparation, 11:59 p.m. (Eastern Standard Time) on negotiation, execution and delivery of this Agreement and in connection with the Long Stop Date; and (2) in respect negotiation, documentation and analysis of the Specified Default relating any proposed “work out”, restructuring, funding or amendment to the Cash Covenant, the earlier of: (x) 11:59 p.m. (Eastern Standard Time) on the Long Stop Date; and (y) the date on which the Committed Funding is received by the Company pursuant Notes prior to the terms of the Term Sheet and the Investment Agreement; or such later date as may be agreed to in writing (including via e-mail of counsel) by the Holders (each a respective “Forbearance Termination Date” and the period commencing on after the date of this Agreement and ending on the respective Forbearance Termination Date, the “Forbearance Period”). Upon expiry exercise of the respective Forbearance Period (provided it has not been extended) in respect of the Forbearance, or upon the occurrence of an Event of Termination, the Forbearance Period shall immediately and automatically terminate and all obligations under this Agreement shall have no further force or effect (which, for the avoidance of doubt, shall include all obligations and undertakings as applicable to the SF Investors), and the Holders shall be released from any and all obligations and agreements in relation to the relevant Forbearance and/or the Waiver, as applicable, under this Agreement and shall be entitled to exercise any of the their rights and remedies described under Section 7; (ii) to effect any amendment of the Indenture, which shall remain in full force and effect in accordance with its 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 Indenture; or (iv) to establish a custom or course of dealing among the Issuer and the Holder. The Issuer further acknowledges and agrees that interest on the Notes and/or will continue to accrue in accordance with the Indenture in relation to the relevant Specified Default or Section 4.02 terms of the Indenture as if this Agreement had never existed, and all of their rights and remedies shall be available without restriction or modification, as if this Agreement had not been effectuatedNotes.