Common use of Forbearance Clause in Contracts

Forbearance. Until the earlier of (i) the termination of this Agreement in accordance with its terms, including, without limitation, termination by Abiomed pursuant to Section 6.4(a)(v), (ii) any demand for payment or declaration of default under the promissory notes issued in the Bridge Facility, and (iii) the occurrence of any Bankruptcy Event prior to the Closing, Abiomed shall forbear from exercising the Warrant or exercising any of its rights or remedies under the Note and the Security Agreements or take any other action with respect to the Company, WHI or any of their Affiliates as a result of any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements. Abiomed hereby (a) consents to the Company and WHI entering into the Bridge Facility, (b) waives any provision of the Note and the other Abiomed Agreements that would prohibit (x) the incurrence of the indebtedness by the Company and WHI under the Bridge Facility or (y) the Company or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements solely as a result of the Company or WHI entering into or otherwise performing under the Bridge Facility (except, in each case, with respect to payment of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice of any demand for repayment under the Bridge Facility at or prior to the same time that such demand is made to the Company and/or WHI, and (ii) provide Abiomed with notice of any event of default under the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of the assets of the Company or WHI to secure the Bridge Facility without Abiomed’s prior written consent.

Forbearance. Until During the period commencing on the date hereof and ending on the earlier of (i) the occurrence of any Event of Default (as such term is defined in each of the Secured Revolving Credit Agreement and the Indenture) under the Secured Revolving Credit Agreement or the Indenture that continues for five (5) business days after notice thereof from the administrative agent or the indenture trustee, as applicable, to the Company, other than defaults or events of default set forth on Schedule A attached hereto, and (ii) termination of this Agreement in accordance with its terms, including, without limitation, termination by Abiomed pursuant to Section 6.4(a)(vterms (each of clause (i) and clause (ii), (ii) any demand for payment or declaration of default under a “Forbearance Termination Event”), each Consenting Creditor hereby agrees to forebear from the promissory notes issued in the Bridge Facility, and (iii) the occurrence of any Bankruptcy Event prior to the Closing, Abiomed shall forbear from exercising the Warrant or exercising any exercise of its default-related rights or remedies it may have under the Note and the Security Agreements or take any other action with respect to the Company, WHI or any of their Affiliates as a result of any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note Secured Revolving Credit Agreement or the Security Agreements. Abiomed hereby Indenture (a) consents to the Company including any collateral documents referenced therein), as applicable, and WHI entering into the Bridge Facility, (b) waives any provision of the Note and the other Abiomed Agreements that would prohibit (x) the incurrence of the indebtedness by the Company and WHI under the Bridge Facility applicable United States or (y) the Company foreign law or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements solely as a result of the Company or WHI entering into or otherwise performing under the Bridge Facility (exceptotherwise, in each case, with respect to payment any defaults or events of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice of any demand for repayment default which may arise under the Bridge Facility Secured Revolving Credit Agreement or the Indenture at any time on or prior to the same time that such demand is made Forbearance Termination Event. For the avoidance of doubt, (x) the forbearance set forth in this Section 4(d) shall not constitute a waiver with respect to the Company and/or WHI, and (ii) provide Abiomed with notice of any event defaults or any events of default under the Bridge FacilitySecured Revolving Credit Agreement or the Indenture and shall not bar any Consenting Creditor from filing a proof of claim or taking action to establish the amount of such claim and (y) nothing in this Agreement, including this Section 4(d), shall limit or prohibit JPMorgan Chase Bank, N.A. from taking any required actions in its capacity as an agent, including under the Secured Revolving Credit Agreement, the Paragon Parties’ term loan facility or any related guarantee or collateral agreements. Each of Venrock and SSF acknowledge and agree that they will not take any lien Except as expressly provided in this Agreement, nothing herein is intended to, or security interest does, in any manner waive, limit, impair, or restrict any right of any Consenting Creditor or the ability of each of the assets Consenting Creditors to protect and preserve its rights, remedies and interests, including its claims against the Paragon Parties. If the transactions contemplated hereby are not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and all of their rights. The Company hereby confirms that no Defaults or Events of Default (as such terms are defined in the Secured Revolving Credit Agreement and the Indenture, respectively) exist under the Secured Revolving Credit Agreement or the Indenture as of the Company date hereof except for the failure to pay interest due on the 6.75% Senior Notes on January 15, 2016. Upon the occurrence of a Forbearance Termination Event, the agreement of the Consenting Creditors hereunder to forbear from exercising rights and remedies shall immediately and automatically terminate without requirement of any demand, presentment, protest, or WHI notice of any kind, all of which the Paragon Parties hereby waive (to secure the Bridge Facility without Abiomed’s prior written consentextent permitted by applicable law).

Forbearance. Until Each Consenting Term Lender (collectively representing the earlier Required Lenders) agrees that, for the duration of the Support Period, in connection with any default or event of default arising under the Credit Agreement in connection with the Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the Company or any of its subsidiaries, (B) exercising (or directing any Person to exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) no additional interest shall accrue pursuant to Section 2.07 of the Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement in accordance with its terms, includingAgreement, without limitationany further action by any Term Lender or the Administrative Agent, termination by Abiomed pursuant to the extent provided under the Credit Agreement. For the avoidance of doubt, the forbearance set forth in this Section 6.4(a)(v), (ii3(f) shall not itself constitute a waiver with respect to any demand for payment defaults or declaration events of default under the promissory notes issued in the Bridge FacilityCredit Agreement, and (iii) shall not bar the occurrence Administrative Agent or any Consenting Term Lender from filing a proof of claim, taking action to establish the amount of any Bankruptcy Event prior to the ClosingClaim, Abiomed shall forbear from exercising the Warrant or exercising any of its rights or remedies under the Note and the Security Agreements or take any other action with respect this Agreement, including terminating this Agreement pursuant to the Company, WHI or any of their Affiliates as a result of any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements. Abiomed hereby (aSection 5(b) consents to the Company and WHI entering into the Bridge Facility, (b) waives any provision of the Note and the other Abiomed Agreements that would prohibit (x) the incurrence of the indebtedness by the Company and WHI under the Bridge Facility or (y) the Company or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements solely as a result of the Company or WHI entering into or otherwise performing under the Bridge Facility (except, in each case, with respect to payment of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice of any demand for repayment under the Bridge Facility at or prior to the same time that such demand is made to the Company and/or WHI, and (ii) provide Abiomed with notice of any event of default under the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of the assets of the Company or WHI to secure the Bridge Facility without Abiomed’s prior written consenthereof.

Forbearance. Until Subject to the earlier satisfaction of (i) the termination terms and conditions set forth in Section 5 of this Agreement in accordance with its termsForbearance and Amendment, includingthe Consenting Lenders hereby agree to forbear from, without limitationand instruct the Administrative Agent and the Collateral Agent to forbear from, termination by Abiomed pursuant to Section 6.4(a)(v)during the Forbearance Period, (iix) any demand for payment or declaration of default under the promissory notes issued in the Bridge Facility, declaring due and (iii) the occurrence of any Bankruptcy Event prior to the Closing, Abiomed shall forbear from exercising the Warrant or exercising any of its rights or remedies under the Note and the Security Agreements or take any other action with respect to the Company, WHI or any of their Affiliates as a result of any Event of Default or event which, with the giving of notice, the lapse of timepayable, or both, would become an Event the principal of Default and accrued and unpaid interest and fees in respect of, the Loans and/or any other Obligations and (y) otherwise exercising any of their other respective rights, remedies, powers, privileges and defenses under the Note or Credit Agreement, the Security Agreements. Abiomed hereby (a) consents other Loan Documents and applicable law, solely to the Company and WHI entering into extent that such remedies arise exclusively from an Unmatured Default or a Default. Upon the Bridge Facility, (b) waives any provision expiration or termination of the Note Forbearance Period in accordance with the terms of this Forbearance and Amendment, the other Abiomed Agreements that would prohibit (x) the incurrence agreement of the indebtedness Consenting Lenders hereunder to forbear from exercising their respective rights and remedies with respect to an Unmatured Default or a Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are waived by the Company and WHI each other Loan Party. The Company and the other Loan Parties agree that the Administrative Agent, the Collateral Agent or the Consenting Lenders may at any time following the expiration or termination of the Forbearance Period in accordance with the terms of this Forbearance and Amendment proceed to exercise any and all of their respective rights and remedies under any or all of the Bridge Facility or (y) Credit Agreement, the Company or WHI from entering into or otherwise performing under the Bridge Facility other Loan Documents and/or applicable law, including their respective rights and (c) waives any Event of remedies with respect to an Unmatured Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements solely as a result of the Company or WHI entering into or otherwise performing under the Bridge Facility (exceptDefault, in each case, with respect to payment of the Bridge Facility prior subject to the Closing). Abiomed acknowledges that each of Venrock terms and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice of any demand for repayment under the Bridge Facility at or prior to the same time that such demand is made to the Company and/or WHI, and (ii) provide Abiomed with notice of any event of default under the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of the assets of the Company or WHI to secure the Bridge Facility without Abiomed’s prior written consentconditions set forth therein.

Forbearance. Until (a) In reliance upon the earlier representations, warranties and covenants of (i) the termination Credit Parties contained in this Agreement, and subject to the terms and conditions of this Agreement and any documents or instruments executed in accordance with its termsconnection herewith, the Agent and the Forbearing Lenders (constituting Required Lenders under the Credit Agreement) on behalf of all Lenders, agree that until the expiration or termination of the Forbearance Period, they will forbear from exercising their default-related rights and remedies under the Credit Agreement, the other Loan Documents or applicable law solely in respect of the Designated Defaults. (b) Upon the occurrence of a Termination Event, the agreement of the Agent and the Forbearing Lenders to forbear from exercising their respective default-related rights and remedies shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which the Borrower and the other Credit Parties each waives. The Borrower and the other Credit Parties each agrees that any or all of the Agent and Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, any other Loan Document and/or applicable law, including, without limitation, termination by Abiomed pursuant their respective rights and remedies with respect to Section 6.4(a)(v)the Designated Defaults. Without limiting the generality of the foregoing, upon the occurrence of a Termination Event the Agent and the Lenders may, in their sole discretion and without the requirement of any demand, presentment, protest, or notice of any kind, (i) suspend or terminate any extensions of credit under any or all of the Credit Agreement and other Loan Documents, (ii) commence any demand for legal or other action to collect any or all of the Obligations from the Borrower, any other Credit Party and/or any Collateral, (iii) foreclose or otherwise realize on any or all of the Collateral, and/or appropriate, setoff or apply to the payment of any or declaration all of default under the promissory notes issued in Obligations, any or all of the Bridge FacilityCollateral, and (iiiiv) the occurrence of any Bankruptcy Event prior to the Closing, Abiomed shall forbear from exercising the Warrant or exercising any of its rights or remedies under the Note and the Security Agreements or take any other enforcement action with respect to the Company, WHI or otherwise exercise any of their Affiliates as a result of or all rights and remedies provided for by any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements. Abiomed hereby (a) consents to the Company and WHI entering into the Bridge Facility, (b) waives any provision all of the Note Credit Agreement, any other Loan Documents and/or applicable law, all of which rights and the other Abiomed Agreements that would prohibit (x) the incurrence of the indebtedness by the Company and WHI under the Bridge Facility or (y) the Company or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements solely as a result of the Company or WHI entering into or otherwise performing under the Bridge Facility (except, in each case, with respect to payment of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice of any demand for repayment under the Bridge Facility at or prior to the same time that such demand is made to the Company and/or WHI, and (ii) provide Abiomed with notice of any event of default under the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of the assets of the Company or WHI to secure the Bridge Facility without Abiomed’s prior written consentremedies are fully reserved.

Forbearance. Until Subject to the earlier terms and conditions set forth herein, the Administrative Agent, the Collateral Agent and the Lenders party hereto agree to forbear from exercising their rights and remedies under the Credit Agreement and the other Credit Documents solely with respect to the Designated Events of Default until October 30, 2009 (isuch date, subject to the following proviso, the “Forbearance Termination Date”); provided, that the Forbearance Termination Date shall be automatically accelerated to the date of the earliest to occur of any of the following events: (a) the termination occurrence after the date hereof of any Default or Event of Default other than the Designated Events of Default, (b) the failure of the Borrower or any of the other Credit Parties to comply with any term, covenant or provision set forth in this Agreement in accordance with its termsAgreement, including, without limitation, termination by Abiomed pursuant to those set forth in Section 6.4(a)(v)1.02 and Section IV hereof, (ii) any demand for payment or declaration of default under the promissory notes issued in the Bridge Facility, and (iiic) the occurrence after the date hereof of any Bankruptcy Event prior payment by or on behalf of the Borrower of any interest or other amounts (whether in cash, by capitalizing such interest or other amounts or otherwise) to the Closing, Abiomed shall forbear from exercising the Warrant or exercising any holders of its rights or remedies under the Note and the Security Agreements or take any other action with respect to the Company, WHI or any of their Affiliates as a result of any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements. Abiomed hereby (a) consents to the Company and WHI entering into the Bridge Facility, (b) waives any provision of the Note and the other Abiomed Agreements that would prohibit (x) the incurrence of the indebtedness by the Company and WHI under the Bridge Facility Spinco Senior Notes or (y) the Company 13 1/8% Senior Notes issued by the Borrower pursuant to the Indenture, dated as of July 29, 2009, between the Borrower and U.S. Bank National Association, as trustee, (d) the occurrence after the date hereof of any payment by or WHI from entering into on behalf of the Borrower of any amounts payable under or otherwise performing under the Bridge Facility in respect of any Secured Interest Rate Agreement and (ce) waives the date that any Event of Default the Credit Parties or event whichany of their respective affiliates joins in, assists, cooperates or participates as an adverse party or adverse witness in any suit or other proceeding against the Administrative Agent, the Collateral Agent, the Lenders or any affiliate of the Administrative Agent, the Collateral Agent or any Lender relating to the Obligations or in respect of any amounts owing under or in connection with the Credit Agreement, the other Credit Documents, this Agreement or any documents, agreements or instruments executed in connection therewith. On and after the Forbearance Termination Date, the Administrative Agent, the Collateral Agent and each of the Lenders party hereto may proceed to enforce any and/or all of their rights and remedies under or in respect of the Credit Agreement, the other Credit Documents and applicable law, including, without limitation, the right to require that the Borrower repay immediately any amounts then due and owing to the Administrative Agent, the Collateral Agent and the Lenders without the giving of notice, the lapse of time, or both, would become an Event of Default under the Note notice or the Security Agreements solely as a result of the Company or WHI entering into or otherwise performing under the Bridge Facility (except, in each case, with respect to payment of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice expiration of any demand for repayment under the Bridge Facility at or prior to the same time that such demand is made to the Company and/or WHI, and (ii) provide Abiomed with notice of any event of default under the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of the assets of the Company or WHI to secure the Bridge Facility without Abiomed’s prior written consentapplicable grace period.

Forbearance. Until Subject to all of the earlier terms and conditions set forth herein, the Agent and the Lenders agree to forbear from exercising their respective rights and remedies under the Loan Agreement and the other Loan Documents that are based solely on the occurrence of the Specified Defaults until that date (the “Forbearance Termination Date”; the period from the Effective Date (as hereinafter defined) through the Forbearance Termination Date being the “Forbearance Period”)) which is the earliest to occur of the following: (1) the date on which any Default other than (i) the termination Specified Defaults occurs; or (ii) the Borrowers failure to comply with Item 19(a) of the Addendum to the Loan Agreement; (2) the failure of any Borrower to comply with any term set forth in this Agreement in accordance with its termsAgreement, including, without limitation, termination by Abiomed pursuant the undertakings set forth in Section 2 hereof; (3) the date that any Borrower joins in, assists, cooperates or participates as an adverse party or adverse witness in any suit or other proceeding against the Agent, any Lender, or any affiliate of any of the foregoing relating to Section 6.4(a)(v)any Obligations or any amounts owing hereunder, (ii) any demand for payment or declaration of default under the promissory notes issued Loan Agreement or under any other Loan Document or in the Bridge Facility, and (iii) the occurrence of any Bankruptcy Event prior connection with or related to the Closing, Abiomed shall forbear from exercising the Warrant or exercising any of its rights or remedies under the Note and transactions contemplated by the Security Agreements or take any other action with respect to the Company, WHI Loan Agreement or any of their Affiliates the other Loan Documents, including this Agreement and any documents, agreements or instruments executed in connection with this Agreement; (4) the date any third party exercises any right or remedy it may have as a result of any Event of Default the Specified Defaults or any of the events or omissions that constitute the Specified Defaults (including, without limitation and in any event, accelerating the payment of any Indebtedness, declaring an “event whichof default”, exercising default remedies with respect to any collateral security); or (5) 12:01 A.M. (New York time) on February 22, 2010. On and after the giving of noticeForbearance Termination Date, the lapse Agent and each of timethe Lenders may proceed, without any requirement for notice to the Borrowers or bothany other obligor, would become an Event to enforce any or all of Default their rights and remedies under or in respect of this Agreement, the Loan Agreement, any of the other Loan Documents or applicable law, including, without limitation, the right to require that the Borrowers repay immediately any amounts then owing under the Note or the Security Agreements. Abiomed hereby (a) consents to the Company and WHI entering into the Bridge Facility, (b) waives any provision of the Note Loan Agreement and the other Abiomed Agreements that would prohibit (x) the incurrence of the indebtedness by the Company and WHI under the Bridge Facility or (y) the Company or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements solely as a result of the Company or WHI entering into or otherwise performing under the Bridge Facility (except, in each case, with respect to payment of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice of any demand for repayment under the Bridge Facility at or prior to the same time that such demand is made to the Company and/or WHI, and (ii) provide Abiomed with notice of any event of default under the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of the assets of the Company or WHI to secure the Bridge Facility without Abiomed’s prior written consentLoan Documents.”

Forbearance. Until The Company has requested the earlier Noteholders agree to forbear from exercising rights and remedies arising as a result of (i) the termination of this Agreement in accordance with its terms, including, without limitation, termination by Abiomed pursuant to Section 6.4(a)(v), (ii) any demand for payment or declaration of default under the promissory notes issued in the Bridge Facility, and (iii) the occurrence of any Bankruptcy Event prior to the Closing, Abiomed shall forbear from exercising the Warrant or exercising any of its rights or remedies under the Note and the Security Agreements or take any other action with respect to the Company, WHI or any of their Affiliates as a result of any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event Events of Default under the Note or Purchase and Guarantee Agreement caused solely by the Security Agreements. Abiomed hereby failure of the Company to comply with (a) consents to the Company and WHI entering into the Bridge Facilityprovisions of Section 7.11(a), (b), (c) waives any provision and (e) of the Credit Agreement and/or the provisions of Section 8.1 or Section 8.4 of the Credit Agreement, and (b) the provisions of Section 10.4, 10.5 and Section 10.6 of the Note Purchase and the other Abiomed Agreements that would prohibit (x) the incurrence of the indebtedness by the Company and WHI under the Bridge Facility or (y) the Company or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements solely as a result of the Company or WHI entering into or otherwise performing under the Bridge Facility (exceptGuarantee Agreement, in each case, with respect to payment the period commencing on the date hereof and continuing until the earliest date on which any of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall following events occur: (i) provide Abiomed with written notice any Event of any demand for repayment Default (other than those Events of Default specified in clauses (a) and (b) above) under the Bridge Facility at Note Purchase Agreement or prior to the same time that such demand is made to the Company and/or WHI, and Credit Agreement; (ii) provide Abiomed the termination of the Merger Agreement for any reason; (iii) any default by the Company under the Subordinated Loan Agreement or under any other document executed in connection therewith; (iv) any failure by the Company to comply with notice the terms of this Consent and Forbearance Agreement; (v) any material breach of any event of representation or warranty made by the Company under this Consent and Forbearance Agreement; or (vi) any default under the Bridge Facility. Each Bank Waiver (as defined below) or any termination of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of the assets waivers granted thereunder (items (i) - (vi) are individually and collectively referred to as a "FORBEARANCE DEFAULT"). The period from and after the date hereof until, but excluding, the date of the Company or WHI occurrence of any Forbearance Default shall be known as the "FORBEARANCE PERIOD". During the Forbearance Period, but not thereafter, the Noteholders agree to secure forbear from exercising any rights and remedies arising as a result of the Bridge Facility without Abiomed’s prior written consentoccurrence of any Events of Default specified in clauses (a) and (b) above, subject to the terms and conditions set forth in this Consent and Forbearance Agreement.

Forbearance. Until (a) In reliance upon the earlier representations, warranties and covenants of Borrowers and Guarantors contained in this Agreement, and subject to the terms and conditions of this Agreement and any documents or instruments executed in connection herewith, Lender agrees to forbear from exercising its rights and remedies under the Financing Agreements, applicable law or otherwise, to the effect that the rights and benefits otherwise available to Borrowers under the Loan Agreement in the absence of an Event of Default shall continue subject to the amendments and modifications contained herein until the earliest of the following dates (the earliest of such dates being referred to herein as the "Termination Date"): (i) the date ten (10) days after the date of written notice (by facsimile or otherwise) by Lender to Evergreen of the termination of this Agreement such agreement by Lender to forbear from exercising its rights and remedies as set forth herein, (ii) the Maturity Date, (iii) the date of the occurrence of any Event of Default, other than the Existing Defaults, (iv) the date any person to whom any of Borrowers or Guarantors is indebted or from whom any of Borrowers or Guarantors leases any aircraft (including any person to whom the lessor has assigned its rights as collateral for the Indebtedness of such lessor) shall terminate any existing or future agreement by such party to forbear as to any defaults in accordance connection with such Indebtedness or under any agreements related thereto or the waiver of any such defaults by such person shall cease or terminate, (v) the date any person to whom any of Borrowers or Guarantors is indebted or from whom any of Borrowers or Guarantors leases any aircraft (including any person to whom the lessor has assigned its termsrights as collateral for the Indebtedness of such lessor), other than Cargill Financial Services Corporation, shall take or threaten to take any action as a result of any default in connection with such Indebtedness or under any agreements related thereto, including, without limitation, termination sending any notice of a default under such agreement to Lender as contemplated by Abiomed pursuant to Section 6.4(a)(vthe intercreditor agreement between Lender and such party (or its predecessor, successor or assignee), (ii) demanding repayment of all or any demand for payment portion of the Indebtedness of Borrowers or declaration of default under Guarantors to such party, the promissory notes issued in the Bridge Facility, and (iii) the occurrence commencement of any Bankruptcy Event prior legal proceedings to the Closing, Abiomed shall forbear from exercising the Warrant or exercising enforce any of its rights or remedies as a creditor against any of Borrowers or Guarantors or any of their respective assets or properties, demanding additional collateral or guarantees, charging a higher rate of interest or any fees with respect to such Indebtedness, requiring a change in the scheduled amortization or maturity date of such Indebtedness or exercising, or threatening to exercise, any of the other rights or remedies of such a party as a result of such default, whether under the Note and agreements, applicable law or otherwise, or (vi) the Security Agreements date Cargill Financial Services Corporation shall obtain a judgment against any of Borrowers or Guarantors or their respective properties or assets or shall commence any legal proceeding against any of Borrowers or Guarantors or their respective properties or assets or shall take any other action with respect to the Company, WHI seek to collect Indebtedness of Evergreen payable to it or against any assets or properties of any of their Affiliates as Borrowers or Guarantors, except for the commencement of a result suit for the collection of any Event of Default or event which, with the giving of notice, Indebtedness due to Cargill Financial Services Corporation evidenced by the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements. Abiomed hereby (a) consents to the Company and WHI entering into the Bridge Facility, Senior Notes. (b) waives Upon the Termination Date, the agreement of Lender to forbear 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 Lender to exercise such rights and remedies immediately, including, but not limited to, (i) ceasing to make any provision further Loans or provide any further Letter of Credit Accommodations, and (ii) the acceleration of the Note and the other Abiomed Agreements that would prohibit (x) the incurrence Obligations; in either case without any further notice, passage of the indebtedness by the Company and WHI under the Bridge Facility time or (y) the Company or WHI from entering into or otherwise performing under the Bridge Facility and forbearance of any kind. (c) waives any Event Each of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements solely as a result Borrowers and Guarantors agrees that all of the Company Obligations shall, if not sooner paid, be absolutely and unconditionally due and payable in full in cash by Borrower to Lender on the Termination Date. In addition, at any time on or WHI entering into or otherwise performing under after the Bridge Facility (exceptTermination Date, in each case, with respect to payment of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and Lender shall have the right to enforce terminate any provision of the same against Abiomed Loan Agreement relating to future Loans or Letter of Credit Accommodations by Lender to Borrowers. No termination of the Loan Agreement or any provision thereof shall relieve or discharge any of Borrowers or Guarantors of their duties, covenants and obligations under the Loan Agreement and the other Financing Agreements until all Obligations have been finally paid in full. Lender may, at its own name. Each of Venrock sole and SSF shall (i) provide Abiomed with exclusive option, extend the Maturity Date by giving written notice of any demand for repayment under the Bridge Facility at or prior to the same time that such demand is made to the Company and/or WHI, and (ii) provide Abiomed with notice of any event of default under the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of the assets of the Company or WHI to secure the Bridge Facility without Abiomed’s prior written consentEvergreen.

Forbearance. Until (a) In reliance upon the representations, warranties and covenants of each Company contained in this Agreement, during the period (the "Forbearance Period") commencing on the Forbearance Effective Date (as hereinafter defined) and ending on the earlier to occur of (i) December 31, 2008 and (ii) the occurrence of and written notice from Laurus of any Forbearance Default, Laurus will forbear from exercising its rights and remedies under the Financing Agreements and applicable law in respect of or arising out of the Designated Defaults. Notwithstanding the foregoing, nothing contained herein shall impair in any manner whatsoever Laurus' right to administer the credit facility and/or to collect, receive and/or apply proceeds of each Company's accounts receivable and/or any other Collateral to the Obligations, in each case, in accordance with the terms of the Financing Agreements and this Agreement. (b) Upon the termination of this Agreement in accordance with its termsthe Forbearance Period, the agreement of Laurus to forbear shall automatically and without further action terminate and be of no further force and effect, it being expressly agreed that the effect of such termination will be to permit Laurus to exercise such rights and remedies immediately, including, without limitation, termination by Abiomed pursuant but not limited to Section 6.4(a)(v), (i) ceasing to make any further Loans and (ii) the acceleration of all Obligations; in either case, without any demand for payment further notice, passage of time or declaration forbearance of default under any kind. (c) The occurrence of any one or more of the promissory notes issued in following events after the Bridge Facility, and Forbearance Effective Date shall constitute a Forbearance Default: (iiii) the occurrence of any Bankruptcy Event prior to the Closing, Abiomed shall forbear from exercising the Warrant or exercising any of its rights or remedies under the Note and the Security Agreements or take any other action with respect to the Company, WHI or any of their Affiliates as a result of any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements. Abiomed hereby (a) consents to the Company and WHI entering into the Bridge Facilityany Financing Agreement, (b) waives any provision of the Note and the other Abiomed Agreements that would prohibit (x) the incurrence of the indebtedness by the Company and WHI under the Bridge Facility or (y) the Company or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements solely as than a result of the Company or WHI entering into or otherwise performing under the Bridge Facility (except, in each case, with respect to payment of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice of any demand for repayment under the Bridge Facility at or prior to the same time that such demand is made to the Company and/or WHI, and Designated Default; (ii) provide Abiomed with notice any representation or warranty of any event of default under the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien Company herein shall be false, misleading or security interest incorrect in any material respect; (iii) other than Designated Defaults, any Company's failure to comply with the covenants, conditions and agreements contained herein or in any other agreement, document or instrument at any time executed and/or delivered by any Company with, to or in favor of the assets of the Laurus; (iv) except as provided on Exhibit B, any Person, other than Laurus, shall proceed on a material unstayed levy, attachment or similar execution-type process against any Company or WHI any Company's property or assets or (v) for any reason whatsoever, other than for reasonable cause, the Consultant (as defined below) shall not (A) be continuously employed by EME or (B) have the authority, duties and responsibilities required pursuant to secure the Bridge Facility without Abiomed’s prior written consentSection 4.1 below.

Forbearance. Until During the earlier Forbearance Period (1) none of the Collateral Agent, Lender, Daiwa, or any Participant shall (A) exercise any rights or remedies pursuant to the Program Documents with respect to any Existing Defaults, or (B) prior to the occurrence and continuation of a Servicer Termination Event, sell or direct or instruct the sale of any of the Designated Receivables, except as provided in Section 4.6 of this Supplement, and (ii) interest on the Note shall accrue at the Interest Rate as if none of the Existing Defaults occurred or are continuing, provided, that, upon the occurrence of a Servicer Termination Event interest on the Note shall accrue, from and after the Effective Date, at the interest rate applicable for the occurrence and continuation of an Event of Default. From and after the Expiration Date, each of the Collateral Agent, the Lender, Daiwa, and any Participant may exercise any rights or remedies that it may have pursuant to any of the Program Documents as a result of any of (i) the termination of this Agreement in accordance with its terms, including, without limitation, termination by Abiomed pursuant to Section 6.4(a)(v), Existing Defaults or (ii) any demand for payment or declaration of default under the promissory notes issued in the Bridge Facility, and (iii) the occurrence of any Bankruptcy Event prior to the Closing, Abiomed shall forbear from exercising the Warrant or exercising any of its rights or remedies under the Note and the Security Agreements or take any other action with respect to the Company, WHI or any of their Affiliates as a result of any Event of Default or Servicer Termination Event as defined in and pursuant to the Credit Agreement or the Servicing Agreement, respectively. Notwithstanding the foregoing, in the event whichthe Borrower becomes subject to, and is a debtor, directly or by consolidation with West or any other affiliate of West in any bankruptcy proceeding, each of the giving of noticeCollateral Agent, the lapse of timeLender, Daiwa, and any Participant may exercise any rights or both, would become an Event of Default under the Note or the Security Agreements. Abiomed hereby (a) consents remedies that it may have pursuant to the Company and WHI entering into Credit Agreement, the Bridge Facility, (b) waives Servicing Agreement or any provision of the Note and the other Abiomed Agreements Program Documents provided that would prohibit (x) the incurrence none of the indebtedness by the Company and WHI under the Bridge Facility them shall take any action or (y) the Company consent to any action that results or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements solely as a may result of the Company or WHI entering into or otherwise performing under the Bridge Facility (except, in each case, with respect to payment of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice the liquidation or sale of any demand for repayment under of the Bridge Facility at or prior to the same time that such demand is made to the Company and/or WHIDesignated Accounts other than as provided in this Supplement, and (ii) provide Abiomed with notice removal of the Servicer other than as provided in this Supplement, (iii) any reduction, limit or delay of the payment of any event fees or compensation or amounts payable to the Servicer pursuant to the Servicing Agreement, or (iv) the impairment, limitation or restriction of default under any rights, powers or remedies that the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of Servicer may have pursuant to the assets of the Company or WHI to secure the Bridge Facility without Abiomed’s prior written consentServicing Agreement.

Forbearance. Until (a) Subject to the earlier terms of this Amendment, during the Forbearance Period the Purchasers, the LC Bank and each of the other Secured Parties hereby agree to forbear, and direct the Agent to forbear, from exercising the following rights and remedies (whether individual, collective or otherwise) under the Receivables Purchase Agreement, in each case with respect to the Specified Amortization Events: (i) declare that the termination Default Fee shall accrue with respect to any of this Agreement in accordance with its terms, including, without limitation, termination by Abiomed pursuant to Section 6.4(a)(v), the Aggregate Unpaids outstanding at such time; and (ii) any notify Provider of the Purchaser’s interest in the Demand Notes, make demand for payment or declaration of default under the promissory notes issued in the Bridge Facility, any and (iii) the occurrence of any Bankruptcy Event prior all payments due thereunder and direct that such payments be made directly to the ClosingAgent or its designee. (b) The parties hereto hereby acknowledge and agree that none of the Agent, Abiomed shall forbear from exercising the Warrant LC Bank, the Purchasers or exercising any Secured Party hereby forbears with respect to any of its their rights or remedies under the Note Receivables Purchase Agreement, at equity or at law, in connection with breaches of representations, warranties or covenants that are, in any such case, not related to the Specified Amortization Events or in connection with any Amortization Event (other than the Specified Amortization Events during the Forbearance Period as set forth herein), and neither this Amendment nor any actions taken in accordance with this Amendment shall be construed as a waiver of or consent to the Security Agreements Specified Amortization Events or take any other action with respect to existing or future Amortization Events under the Company, WHI or any of their Affiliates as a result of any Event of Default or event which, with the giving of noticeReceivables Purchase Agreement. As used in this Amendment, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements. Abiomed hereby (a) consents to the Company and WHI entering into the Bridge Facility, (b) waives any provision of the Note and the other Abiomed Agreements that would prohibit (x) the incurrence of the indebtedness by the Company and WHI under the Bridge Facility or (y) the Company or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements solely as a result of the Company or WHI entering into or otherwise performing under the Bridge Facility (except, in each case, with respect to payment of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and following terms shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice of any demand for repayment under the Bridge Facility at or prior to the same time that such demand is made to the Company and/or WHI, and (ii) provide Abiomed with notice of any event of default under the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of the assets of the Company or WHI to secure the Bridge Facility without Abiomed’s prior written consent.following meanings:

Forbearance. Until Subject to the earlier conditions set forth in 'SS'4 hereof, the Noteholders agree to forbear from enforcing any of their rights and remedies under the Note Documents for the purpose of seeking payment of the Obligations (i) the termination of this Agreement in accordance with its terms, including, without limitation, termination by Abiomed pursuant any act with respect to Section 6.4(a)(vany collateral now or hereafter securing payment of any Obligations or any setoff or any other application of funds of Quaker Fabric Corporation ("Parent"), the Company or its subsidiaries now or hereafter on deposit with or otherwise controlled by the Noteholders) until that date (iithe "Forbearance Termination Date") which is the earliest to occur of (a) the Company's failure to comply with any of the terms and conditions of this Agreement, including any of the undertakings set forth in 'SS''SS'3 and 4 hereof, (b) an Event of Default (other than a Specified Default) under any of the Note Documents, (c) any demand for payment representation or declaration warranty made by the Company herein or in any certificate, financial statement or other document delivered in connection with this Agreement shall prove to have been untrue or incorrect in any material respect as of default under the promissory notes issued in date as of which made or deemed to have been made or repeated, it being acknowledged and agreed by the Bridge FacilityNoteholders that any projections delivered by the Company reflect good faith estimates of future performance and do not constitute representations or warranties as to such future performance, and (iiid) the occurrence of any Bankruptcy Event prior event or happening (other than the Specified Defaults) which has a material adverse effect upon (i) the business, properties, prospects, condition (financial or otherwise) or operations of the Parent and its Subsidiaries taken as a whole or (ii) the ability of the Parent and its Subsidiaries or the Company to the Closing, Abiomed shall forbear from exercising the Warrant pay or exercising perform any of its rights obligation or remedies agreement under the Note and the Security Agreements or take any other action Note Document, (e) the Parent and its Subsidiaries, the Company, or any person or entity claiming by or through the Parent and its Subsidiaries or the Company ever commences, joins in, assists, cooperates or participates as an adverse party or adverse witness in any suit or other proceeding against any Noteholder relating to the indebtedness referred to as the Obligations or any amounts owing hereunder or under any of the Note Documents, (f) any of the claims of the Noteholders under this Agreement or under any Note Document or with respect to the Company, WHI or any of their Affiliates as a result Obligations shall be subordinated to the claims of any Event other creditor of Default the Parent or event which, the Company except with the giving specific consent of noticethe Noteholders, (g) the termination by Fleet National Bank ("Fleet") of its forbearance under that certain letter agreement dated as of March 11, 2005 by and among Fleet and the Grantors (as hereinafter defined) (the "Fleet Forbearance Agreement"), (h) March 14, 2005, unless by 2 p.m. on such date, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements. Abiomed hereby (a) consents Company shall have paid to the Company Noteholders a forbearance and WHI entering into the Bridge Facilityamendment fee in an amount equal to $150,000, (b) waives any provision of the Note and the other Abiomed Agreements that would prohibit (x) the incurrence of the indebtedness by the Company and WHI under the Bridge Facility or (y) the Company or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements solely as a result of the Company or WHI entering into or otherwise performing under the Bridge Facility (except, in each case, with respect to payment of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice July 15, 2005. The period from the effective date of any demand for repayment under this Agreement through the Bridge Facility at or prior Forbearance Termination Date is referred to herein as the same time that such demand is made to the Company and/or WHI, and (ii) provide Abiomed with notice of any event of default under the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of the assets of the Company or WHI to secure the Bridge Facility without Abiomed’s prior written consent"Forbearance Period".

Forbearance. Until the earlier of PCA hereby admits that it is insolvent and consents (i) to the termination entry of this Agreement in accordance with its terms, including, without limitation, termination an order by Abiomed pursuant to Section 6.4(a)(v), (ii) any demand for payment or declaration of default under the promissory notes issued Court in the Bridge Facility, and form attached hereto as Exhibit A (iiithe "Consent Order") the occurrence of any Bankruptcy Event prior to the Closing, Abiomed shall forbear from exercising the Warrant or exercising any of its rights or remedies under the Note and the Security Agreements or take any other action with respect to the Company, WHI or any of their Affiliates as a result of any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements. Abiomed hereby (a) consents to the Company and WHI entering into the Bridge Facility, (b) waives any provision of the Note and the other Abiomed Agreements that would prohibit (x) the incurrence of the indebtedness by the Company and WHI under the Bridge Facility or (y) the Company or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements solely as a result of the Company or WHI entering into or otherwise performing under the Bridge Facility (except, in each case, with respect to payment of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice of any demand for repayment under the Bridge Facility at or prior to the same time that such demand is made to the Company and/or WHI, and (ii) provide Abiomed to placing it in receivership for the purposes of rehabilitation or of liquidation in accordance with notice the terms of the Consent Order and this Agreement. The Department shall be entitled to secure from the Court an Order of Rehabilitation or of Liquidation (individually or collectively, the "Order"), at any time, on or after June 2, 1997, by submitting the Order to the Court ex parte. The decision with respect to which Order to secure shall be made by the Department, in its sole and absolute discretion. PCA hereby waives hearings, and further waives any and all challenges available to it in any forum to contest the adjudication of insolvency, the appointment of the Department as receiver, as well as the entry of this Consent Order or of any event of default under Order entered by this Court with respect thereto, including any right to appeal this Consent order or any such Order. PCA and the Bridge Facility. Each of Venrock and SSF acknowledge and Department hereby agree that they will enforcement of this Consent Order shall not take place prior to June 2, 1997. In the event that, on or before June 2, 1997, PCA submits to the Department an agreement, recapitalization or other transaction providing for the full guarantee of timely payment of all known or potential claims of PCA and which agreement, recapitalization or other transaction is acceptable to the Department, in its sole and absolute discretion (provided, however, that the Department shall act in good faith and not arbitrarily), the Department shall not proceed with rehabilitation, liquidation or any lien other form or security interest in receivership at that time. The Department shall review any agreement, recapitalization or other transaction within a reasonable time and shall identify to PCA any concerns or objections of the assets Department with respect to such proposals within a reasonable time. A copy of the Company or WHI to secure the Bridge Facility without Abiomed’s prior written consentConsent Order, attached hereto as Exhibit "A", is incorporated herein by reference and made a part of this Agreement.

Forbearance. Until (a) Subject to the earlier of (i) the termination terms, conditions and provisions of this Agreement in accordance with its termsAgreement, includingthe Noteholders agree not to institute suit for collection of the Securities against the Company or exercise any other remedies available to them under any Indenture Instrument during the Forbearance Period. (b) The Obligors jointly and severally agree that, without limitationduring the Forbearance Period, termination by Abiomed pursuant to Section 6.4(a)(v), (ii) none of them shall initiate any demand for payment action or declaration of default under the promissory notes issued in the Bridge Facility, and (iii) the occurrence proceeding of any Bankruptcy Event prior to the Closing, Abiomed shall forbear from exercising the Warrant or exercising kind against any of its rights or remedies under the Note and the Security Agreements or take Noteholders, any other action Holder or the Trustee, exercise any remedy or make any claim against or demand upon any of the Noteholders, any other Holder or the Trustee with respect to the CompanySecurities, WHI the Indenture, any other Indenture Instrument or the indebtedness or obligations evidenced or created thereby. (c) Subject to the rights of the Senior Lenders under Article 4 of the Indenture, on and after the Forbearance Termination Date, any or all of their Affiliates as a result of the Noteholders, any Event of other Holders and the Trustee shall be entitled to exercise all rights and remedies to which they are entitled under the Indenture, the Securities, any other Indenture Instrument, at law, in equity or otherwise whether in order to collect on the Securities, with respect to any present or future default, Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note Securities, the Indenture, any other Indenture Instrument or the Security Agreements. Abiomed hereby (a) consents this Agreement, with respect to the Company indebtedness and WHI entering into the Bridge Facilityobligations evidenced or created thereby or hereby or otherwise, without any further lapse of time, expiration of applicable grace periods or requirements of notice (b) waives any provision including notice of the Note and the other Abiomed Agreements that would prohibit (x) the incurrence default or Event of the indebtedness Default, intent to accelerate or notice of acceleration), all of which are hereby expressly waived by the Company and WHI under the Bridge Facility or (y) the Company or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements solely as a result each of the Company or WHI entering into or otherwise performing under the Bridge Facility (except, in each case, with respect to payment of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice of any demand for repayment under the Bridge Facility at or prior to the same time that such demand is made to the Company and/or WHI, and (ii) provide Abiomed with notice of any event of default under the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of the assets of the Company or WHI to secure the Bridge Facility without Abiomed’s prior written consentother Obligors.

Forbearance. Until the earlier of (i) In reliance upon the termination undertakings, representations, warranties, and covenants of each Loan Party contained in this Agreement, and subject to the terms and conditions of this Agreement and any documents or instruments executed in accordance with its termsconnection herewith, including, without limitation, termination by Abiomed pursuant the Agent and the Lenders agree to Section 6.4(a)(vforbear from further exercising their respective rights and remedies under the Loan Documents or applicable law in respect of or arising out of the Forbearance Defaults for the period commencing on the Effective Date and ending on the Forbearance Termination Date (as defined below) (the “Forbearance Period”), . (ii) As used herein, the “Forbearance Termination Date” means the date that is the earliest of: (a) January 29, 2024; (b) the date on which any demand for payment Loan Party commences, or declaration of default under threatens in writing to commence, any litigation against the promissory notes issued Agent or any Lender; (c) the date on which any Loan Party takes any action inconsistent with the Agent’s or any Lender’s interests in the Bridge FacilityCollateral; (d) the commencement of any Insolvency Proceeding by or against any Loan Party; (e) any amendment to the Loan Parties’ Operating Documents, or the Company’s entry into any stockholders agreement or other Operating Document, which in any way amends or alters (other than such amendments or agreements as are required in order to give effect to the provisions of this Agreement and which shall be reasonably acceptable to the Agent) (iiiA) the composition of the Loan Parties’ Governing Bodies, including providing any stockholder or other Person with any right to designate a director, (B) the relative voting rights of members of such Governing Bodies or stockholders, or (C) the terms of the Loan Parties’ governance, or (f) the occurrence or existence of any Bankruptcy Event prior to the Closing, Abiomed shall forbear from exercising the Warrant Default or exercising any of its rights or remedies under the Note and the Security Agreements or take any other action with respect to the Company, WHI or any of their Affiliates as a result of any Event of Default hereunder or under any Loan Document, or any event or circumstance which, with notice or the giving of notice, the lapse passage of time, or both, would shall become an Event of Default under (an “Unmatured Default”), other than the Note or the Security AgreementsForbearance Defaults. Abiomed hereby (a) consents to the Company and WHI entering into the Bridge FacilityFor purposes of clarity, (b) waives any provision failure of the Note and the other Abiomed Agreements that would prohibit (x) the incurrence Loan Parties to satisfy any of the indebtedness by the Company and WHI under the Bridge Facility or (y) the Company or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any covenants herein will constitute an immediate Event of Default for purposes of determining the Forbearance Termination Date. An “Insolvency Proceeding” means any case or event which, with the giving of notice, the lapse of timeproceeding commenced by or against a Person under any Debtor Relief Law, or both, would become an Event any agreement of Default under the Note or the Security Agreements solely as a result of the Company or WHI entering into or otherwise performing under the Bridge Facility (except, in each case, such Person with respect to payment of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice of relief available under any demand for repayment under the Bridge Facility at or prior to the same time that such demand is made to the Company and/or WHI, and (ii) provide Abiomed with notice of any event of default under the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of the assets of the Company or WHI to secure the Bridge Facility without Abiomed’s prior written consentDebtor Relief Law.

Forbearance. Until (a) Subject to the earlier of (i) the termination terms and conditions of this Agreement in accordance with its termsAgreement, including, without limitation, termination by Abiomed pursuant each of RTL and CEDC agree to Section 6.4(a)(v), (ii) any demand for payment or declaration of default under the promissory notes issued in the Bridge Facility, and (iii) the occurrence of any Bankruptcy Event prior to the Closing, Abiomed shall forbear from exercising the Warrant taking any action or exercising commencing any of proceeding to enforce its rights or remedies under arising out of or relating to the Note Put Right and the Security Agreements Put Notice for a period commencing on the Effective Date and terminating on April 30, 2013 (such period, the “Forbearance Period”); provided, that the Forbearance Period shall automatically terminate in the event that any voluntary or take any involuntary case or other action proceeding with respect to the Company, WHI CEDC or any of their Affiliates its subsidiaries is commenced seeking liquidation, reorganization or other relief with respect to CEDC or such subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of CEDC or such subsidiary, as a result of any Event of Default or event which, with the giving of notice, the lapse of timecase may be, or bothany substantial part of its property, would or CEDC or any of its subsidiaries makes a general assignment for the benefit of creditors, or admits in writing its inability generally to pay its debts as they become an Event of Default under the Note or the Security Agreements. Abiomed hereby (a) consents to the Company and WHI entering into the Bridge Facility, due. (b) waives Each of CEDC and RTL expressly stipulate, covenant, and agree that the running of any provision statute of limitations, laches period, or any similar or other period of time (whether statutory, equitable, contractual, or otherwise) that in any way relates to any cause of action, claim, demand, argument or position, known or unknown, which could be asserted by CEDC or RTL or their affiliates related to or involving in any way the Put Right or the Put Notice, shall be suspended and shall not run during the Forbearance Period, and that after the end of the Note and Forbearance Period, each party shall have such unexpired time, if any, as is available as of the date hereof under any applicable statutes of limitation or other limitations period to bring any claims, demands, actions, or causes of action against the other Abiomed Agreements that would prohibit (x) party related to or involving in any way the incurrence of the indebtedness by the Company and WHI under the Bridge Facility or (y) the Company or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note Put Right or the Security Agreements solely as a result of the Company or WHI entering into or otherwise performing under the Bridge Facility (except, in each case, with respect to payment of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own namePut Notice. Each of Venrock CEDC and SSF RTL further agree that the passage of time during the Forbearance Period shall (i) provide Abiomed with written notice be excluded from the calculation of any demand for repayment under the Bridge Facility at time-related claims, objections, arguments, positions or prior defenses related to the same time that such demand is made to the Company Put Right and/or WHI, and (ii) provide Abiomed with notice of any event of default under the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of the assets of the Company or WHI to secure the Bridge Facility without Abiomed’s prior written consentPut Notice.

Forbearance. Until Subject to all of the earlier terms and conditions set forth herein, the Agent and the Lenders agree to forbear from exercising their respective rights and remedies under the Loan Agreement and the other Loan Documents that are based solely on the occurrence of the Specified Defaults until that date (the “Forbearance Termination Date”; the period from the Effective Date (as hereinafter defined) through the Forbearance Termination Date being the “Forbearance Period”)) which is the earliest to occur of the following: (1) the date on which any Default other than (i) the termination Specified Defaults occurs; or (ii) the Borrowers failure to comply with Item 19(a) of the Addendum to the Loan Agreement; (2) the failure of any Borrower to comply with any term set forth in this Agreement in accordance with its termsAgreement, including, without limitation, termination by Abiomed pursuant the undertakings set forth in Section 2 hereof; (3) the date that any Borrower joins in, assists, cooperates or participates as an adverse party or adverse witness in any suit or other proceeding against the Agent, any Lender, or any affiliate of any of the foregoing relating to Section 6.4(a)(v)any Obligations or any amounts owing hereunder, (ii) any demand for payment or declaration of default under the promissory notes issued Loan Agreement or under any other Loan Document or in the Bridge Facility, and (iii) the occurrence of any Bankruptcy Event prior connection with or related to the Closing, Abiomed shall forbear from exercising the Warrant or exercising any of its rights or remedies under the Note and transactions contemplated by the Security Agreements or take any other action with respect to the Company, WHI Loan Agreement or any of their Affiliates the other Loan Documents, including this Agreement and any documents, agreements or instruments executed in connection with this Agreement; (4) the date any third party exercises any right or remedy it may have as a result of any Event of Default the Specified Defaults or any of the events or omissions that constitute the Specified Defaults (including, without limitation and in any event, accelerating the payment of any Indebtedness, declaring an “event whichof default”, exercising default remedies with respect to any collateral security); or (5) 12:01 A.M. (New York time) on January 26, 2010. On and after the giving of noticeForbearance Termination Date, the lapse Agent and each of timethe Lenders may proceed, without any requirement for notice to the Borrowers or bothany other obligor, would become an Event to enforce any or all of Default their rights and remedies under or in respect of this Agreement, the Loan Agreement, any of the other Loan Documents or applicable law, including, without limitation, the right to require that the Borrowers repay immediately any amounts then owing under the Note or the Security Agreements. Abiomed hereby (a) consents to the Company and WHI entering into the Bridge Facility, (b) waives any provision of the Note Loan Agreement and the other Abiomed Agreements that would prohibit (x) the incurrence of the indebtedness by the Company and WHI under the Bridge Facility or (y) the Company or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements solely as a result of the Company or WHI entering into or otherwise performing under the Bridge Facility (except, in each case, with respect to payment of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice of any demand for repayment under the Bridge Facility at or prior to the same time that such demand is made to the Company and/or WHI, and (ii) provide Abiomed with notice of any event of default under the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of the assets of the Company or WHI to secure the Bridge Facility without Abiomed’s prior written consentLoan Documents.

Forbearance. Until the earlier of (i) the termination of this Agreement in accordance with its terms, including, without limitation, termination by Abiomed pursuant to Section 6.4(a)(v), (ii) any demand for payment or declaration of default under the promissory notes issued in the Bridge Facility, and (iii) the occurrence of any Bankruptcy Event prior to the Closing, Abiomed shall forbear from exercising the Warrant or exercising any of its rights or remedies under the Note and the Security Agreements or take any other action with respect to the Company, WHI or any of their Affiliates as a result of any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements. Abiomed hereby (a) consents to the Company and WHI entering into the Bridge Facility, (b) waives any provision of the Note and the other Abiomed Agreements that would prohibit (x) the incurrence of the indebtedness by the Company and WHI under the Bridge Facility or (y) the Company or WHI from entering into or otherwise performing under the Bridge Facility and (c) waives any Event of Default or event which, with the giving of notice, the lapse of time, or both, would become an Event of Default under the Note or the Security Agreements solely as a result of the Company or WHI entering into or otherwise performing under the Bridge Facility (except, in each case, with respect to payment of the Bridge Facility prior to the Closing). Abiomed acknowledges that each of Venrock and SSF shall be an express third party beneficiary of the provisions of this Section 7.1 and shall have the right to enforce the same against Abiomed in its own name. Each of Venrock and SSF shall (i) provide Abiomed with written notice of any demand for repayment under the Bridge Facility at or prior to the same time that such demand is made to the Company and/or WHI, and (ii) provide Abiomed with notice of any event of default under the Bridge Facility. Each of Venrock and SSF acknowledge and agree that they will not take any lien or security interest in any of the assets of the Company or WHI to secure the Bridge Facility without Abiomed’s 's prior written consent.