Common use of Forbearance Clause in Contracts

Forbearance. (a) The Participant Lenders agree that until the expiration of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. (a) The Participant Lenders Parties agree and acknowledge that until if the expiration Restructuring Transactions have not been consummated prior to July 15, 2016, in order to consummate the Restructuring Transactions, SAE will not make the interest payment due to be paid on July 15, 2016 under the terms of the Forbearance PeriodNotes Indenture and will instead enter into the 30 day grace period with respect to such payment as permitted by the Notes Indenture. (b) For so long as the Termination Date has not occurred, the Participant Lenders will temporarily forbear (and subject to the terms hereoflimitations provided in clause (c) below, each Supporting Holder (severally and not jointly), agrees until August 15, 2016: (i) to forbear from the exercise of their default-related any rights and remedies under against SAE to which the Credit Agreements, Loan Documents Supporting Holders or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions Indenture Trustee are or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance may become entitled as a result of any Default or Event of Default; provided further that Default (each as defined in the agreement of Existing Notes Indenture) arising or existing under the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief Existing Notes Indenture in respect of adequate protection SAE’s failure to make the interest payment on July 15, 2016 and decision to enter into the grace period in respect thereof (the “Potential Default”); (ii) to refrain from exercising any right and remedy that may become available to it under the Existing Notes Indenture by reason of the Potential Default (other than, in the case of the Indenture Trustee, ordinary course acts which it may take under the Existing Notes Indenture which would not adversely affect any other Party); and (iii) to refrain from initiating, joining in, or relief encouraging in any way an instruction or direction from any stay imposed under such law. (b) Upon a Termination Event, Noteholder to the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed Indenture Trustee to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies Existing Notes Indenture in connection with any or all of the Defaults and Events of Potential Default, including, without limitation, the Specified Defaults. (c) For so long as the avoidance Termination Date has not occurred, SAE on behalf of doubtitself and the guarantors party to the Existing Notes Indenture, nothing herein limits the right agrees not to make any payment to any Noteholder in respect of the Administrative Agent or interest payment due on July 15, 2016 prior to the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes expiration of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lendersapplicable grace period. (d) Execution of Nothing contained in this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees thatSection 3 shall impair, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower impede or otherwise prevent any Supporting Holder or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear Indenture Trustee from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all any rights and remedies that the Administrative Agent and the Lenders now against SAE in respect of any other Default or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events Event of Default (including without limitation arising under the Specified Defaults)Existing Notes Indenture or taking any other action available to it by reason of such a Default or Event of Default.

Forbearance. The Loan Parties acknowledge and agree that (a) The Participant Lenders agree that until the expiration Designated Events of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower Default have occurred and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower are continuing and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a upon the Forbearance Termination Event, Date (defined below) the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies forbearance provided under this Section 1 shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower Agents and Lenders shall have the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed right to exercise any and all of their respective rights and remedies under any Section 9.01 of the Credit Agreement or all of otherwise under the Loan Documents and/or or under applicable law, including, without limitation, their respective rights law or at equity due to such Designated Events of Default or any other Event of Default that has occurred and remedies in connection with any or all is continuing. The Agents and Lenders hereby agree as of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder date hereof to forbear from exercising their default-related any rights or remedies under Section 9.01 of the Credit Agreement or otherwise under the Loan Documents or under applicable law or at equity with respect to the Specified Defaults shall Designated Events of Default until the earliest of (i) the occurrence of a breach or default under this Agreement, (ii) the occurrence of a Default or Event of Default that does not constitute a waiver Designated Event of such Specified Defaults Default, (iii) the Disposition of all or substantially all of the assets of the Borrower or (iv) the sixth month anniversary of the First Amendment Date (the “Forbearance Termination Date”). The Loan Parties acknowledge and agree that, if any breach or default under this Agreement occurs, or if a Default or Event of Default occurs that does not constitute a Designated Event of Default, in each case after the date hereof, the Forbearance Termination Date shall be deemed to have occurred immediately prior thereto, this Section 1 shall cease to be effective, and the Agents and Lenders expressly reserve shall be entitled to (x) terminate all Commitments under the Credit Agreement and declare all of the Loans then outstanding to be due and payable, whereupon the aggregate principal of all Loans, all accrued and unpaid interest thereon, all fees and all other amounts payable under the Credit Agreement and the other Loan Documents shall become due and payable immediately, without presentment, demand, protest or further notice of any kind and (y) exercise immediately their rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or and under applicable law in connection with all or at equity. Each Loan Party hereby further acknowledges and agrees that from and after the Forbearance Termination Date, the Agents and Lenders shall be under no obligation of any kind whatsoever to forbear from exercising any remedies on account of the Designated Events of Defaults and Events or any other Event of Default (including without limitation whether similar or dissimilar to the Specified DefaultsDesignated Events of Default).

Forbearance. (a) The Participant Lenders agree that until In consideration of the expiration Credit Parties’ agreement to timely comply with the terms of this Agreement, and in reliance upon the representations, warranties, agreements and covenants of the Credit Parties set forth herein, subject to the satisfaction of each of the conditions precedent to the effectiveness of this Agreement, during the Forbearance Period, the Participant Lenders will temporarily Agent and each Lender (severally and not jointly) hereby agree to forbear (subject to the terms hereof“Forbearance”) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under exercising any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available Rights and Remedies with respect to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waiveForbearance Defaults. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, each Lender agrees that it (individually or collectively) will not deliver any notice or instruction to take the Agent directing the Agent, in each case, to exercise any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower Rights and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in Remedies under the Credit Agreements, the Administrative Agent shall not be required to act if directed Documents or applicable Law against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies Credit Parties with respect to the Specified Defaults Forbearance Defaults. For the avoidance of doubt, this Agreement shall not, except as provided herein, (a) prevent the Lenders from receiving payments of principal and interest when due or (b) limit any other available rights or remedies of the Agent and/or the Lenders. The agreements set forth herein shall not constitute a waiver of such Specified the Forbearance Defaults nor shall it be an agreement to forbearance with regard to any other Defaults or Events of Default that may be continuing on the date hereof, or any Defaults or Events of Default that may occur after the date hereof, whether similar in kind or otherwise to the Forbearance Defaults and that shall not constitute a waiver, express or implied, of any of the Lenders expressly reserve all rights and remedies that of the Administrative Agent and the Lenders now or may in under the future have under any or all terms of the Loan Credit Agreement or any other Credit Documents and/or applicable law in connection with all Defaults and Events on any future occasion or otherwise. The Forbearance set forth herein shall not impose or imply any obligation on the Agent or the Lenders to grant a forbearance of any Event of Default (including without limitation the Specified Defaults)on any future occasion.

Forbearance. (a) The Participant Lenders agree that until the expiration All rights and remedies of the Forbearance PeriodIndenture Trustee and the Noteholders in connection with the Section 4.06 Default, the Participant Lenders will temporarily forbear Acknowledged Event of Default, and the occurrence of any of the matters listed on the attached Schedule 1 entitled “Non-Termination Events” (subject the “Non-Termination Events”) are hereby reserved, and nothing set forth herein or contemplated hereby is intended to be, nor shall be construed as, a waiver or acquiescence to the terms hereof) Section 4.06 Default, the Acknowledged Event of Default, the Non-Termination Events, or any other current or future Default under the Indenture nor constitute or be construed as an agreement by the Indenture Trustee or the Noteholders to forbear from the exercise of their default-related any rights and remedies available to them under the Credit Agreements, Loan Documents Indenture or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable laware hereby expressly reserved; provided, includinghowever, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitationthat except as otherwise specifically provided herein, the Specified Defaults. (c) For Indenture Trustee and the avoidance of doubtNoteholders shall, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies issuing (i) a Notice of Acceleration with respect to the Specified Defaults Acknowledged Event of Default or (ii) a Notice of Acceleration or a Notice of Default with respect to any of the Non-Termination Events, and shall not constitute a waiver comply with the restrictions on the prosecution of such Specified Defaults the claims asserted in the Delaware Action as provided for in this Agreement; and provided, further, that the Lenders expressly reserve all rights and remedies that the Administrative Agent Indenture Trustee and the Lenders now or may in the future have under Noteholders shall be free to exercise any or all of their rights and remedies arising under the Loan Documents and/or applicable law in connection Indenture with all Defaults regard to the Section 4.06 Default, the Acknowledged Event of Default, and the Non-Termination Events of Default (including without limitation at any time after the Specified Defaults)Forbearance Termination Date.

Forbearance. (a) The Participant Lenders agree that until During the expiration of the Forbearance Period, the Participant Lenders will Short Term Extension Period Buyer hereby agrees to temporarily forbear (subject to the terms hereof) from the exercise of their exercising any default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors Repurchase Agreement solely to the extent the availability of such remedies arises exclusively arise from any Event of Default in existence (whether or not declared) prior to the Specified Defaultsexecution of this Extension Agreement; provided that the Borrower and the Subsidiary Guarantors foregoing shall comply during the Forbearance Period with all provisions, limitations, restrictions not be deemed to limit Buyer’s rights or prohibitions that would otherwise be effective remedies against Seller or applicable under any of the Loan Documents during the continuance of Guarantor arising from any Default or Event of DefaultDefault occurring after the execution of this Extension Agreement or for any breach by Seller or Guarantor under this Extension Agreement; provided further provided, further, that the agreement of the Participant Lenders Buyer temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders Buyer in connection with any Act of Insolvency against Seller or Guarantor or other proceeding commenced under any bankruptcy bankruptcy, insolvency or insolvency similar law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event; provided, further, that the agreement of Buyer temporarily to forebear shall not apply to nor preclude any remedy available to Buyer (i) if an Act of Insolvency or other proceeding under any bankruptcy, insolvency or similar law has occurred with respect to any borrower under the Participant Lenders Senior Loan, Senior Mezzanine Loan or Junior Mezzanine Loan or (ii) with respect to any action necessary or advisable in Buyer’s sole determination to avoid or otherwise address an actual or potential material adverse effect on the value of the real estate assets owned by the subsidiaries of the Senior Mezzanine Borrower. Upon the occurrence of the Termination Date, Buyer’s agreement hereunder to forbear from exercising their such default-related remedies shall immediately terminate without the requirement of any further demand, presentment, protest or notice of any kind, all of which Seller hereby waives to the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or fullest extent permitted by applicable law, including, without limitation, their respective rights . Seller acknowledges and agrees that Buyer’s agreement hereunder to forbear from exercising its default-related remedies in connection with respect to the specified Events of Default shall not constitute a waiver of any or all of the Defaults and such Events of Default, including, without limitation, the Specified Defaults. (c) . For the avoidance of doubt, nothing herein limits the right rights of the Administrative Agent or the LendersBuyer, including during the Forbearance Period, Short Term Extension Period to take any action to preserve or exercise rights or remedies against parties other than the Borrower Seller and the Subsidiary Guarantors Guarantor ("“Third Party Rights"”). For purposes of the foregoing, the Borrower Seller acknowledges and the Subsidiary Guarantors acknowledge and agree agrees that execution and delivery of this Extension Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or or permitting the exercise of any such Third Party Rights of the Administrative Agent and the LendersBuyer. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. (a) The Participant Lenders agree that until the expiration Holder shall not be deemed to have waived any of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related Holder’s rights or remedies under the Credit Agreementsthis Note unless such waiver is express and in a writing signed by H▇▇▇▇▇, Loan Documents and no delay or otherwiseomission by H▇▇▇▇▇ in exercising, against the Borrower and the Subsidiary Guarantors solely or failure by Holder on any one or more occasions to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisionsexercise, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of Holder’s rights hereunder or under the other Loan Documents during the continuance of any Default Documents, or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent at law or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable lawequity, including, without limitation, their respective rights Holder’s right, after any Event of Default, to declare the entire indebtedness evidenced hereby immediately due and payable, shall be construed as a novation of this Note or shall operate as a waiver or prevent the subsequent exercise of any or all of such rights. Acceptance by H▇▇▇▇▇ of any portion or all of any sum payable hereunder whether before, on or after the due date of such payment, shall not be a waiver of Holder’s right either to require prompt payment when due of all other sums payable hereunder or to exercise any of Holder’s rights, powers and remedies in connection hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of H▇▇▇▇▇’s right to insist thereafter upon strict compliance with the terms hereof without previous notice of such intention being given to Borrower. No exercise of any right by Holder shall constitute or be deemed to constitute an election of remedies by H▇▇▇▇▇ precluding the subsequent exercise by H▇▇▇▇▇ of any or all of the Defaults rights, powers and Events remedies available to it hereunder, under any of Defaultthe other Loan Documents, includingor at law or in equity. Borrower expressly waives, without limitationto the extent permitted by law, the Specified Defaults. (c) For the avoidance benefit of doubtany statute or rule of law or equity now provided, nothing herein limits the right of the Administrative Agent or the Lenderswhich may hereafter be provided, including during the Forbearance Periodwhich would produce a result contrary to, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of in conflict with, the foregoing, the . Borrower consents to any and the Subsidiary Guarantors acknowledge all renewals and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary extensions in the Credit Agreements, time of payment hereof without in any way affecting the Administrative Agent shall not be required to act if directed against the liability of Borrower or the Subsidiary Guarantors if such action is contrary any person liable or to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies become liable with respect to any indebtedness evidenced hereby. No extension of the Specified Defaults shall not constitute a waiver time for the payment of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders this Note or any installment due hereunder, made by agreement with any person now or may hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in the future have under any whole or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)part, unless H▇▇▇▇▇ agrees otherwise in writing.

Forbearance. (a) The Participant Lenders agree that until Subject to the expiration satisfaction of the conditions precedent in Section 5, for the period (hereinafter referred to as the “Forbearance Period”) beginning on the Effective Date and ending on the Forbearance Termination Date defined in Section 4(b), the Participant Lenders will temporarily Agent and Lenders, without waiving, curing or affecting the Stated Defaults, hereby agree to forbear (subject to the terms hereof) from the exercise of any of their default-related rights and remedies available under the Credit Agreements, Loan Agreement and other Loan Documents or otherwise, against on account of the Borrower Stated Defaults. The Agent’s and the Subsidiary Guarantors solely Lenders’ forbearance provided for herein shall be effective only with respect to the extent the availability of such remedies arises exclusively from the Specified Stated Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a The Forbearance Period will terminate upon the earlier to occur of the following (the “Forbearance Termination Date”): (i) November 1, 2009, at 5:00 p.m. (California time), or (ii) the occurrence of any other Forbearance Termination Event. (c) During the Forbearance Period and provided no Forbearance Termination Event has occurred, and further provided that the terms and conditions of this Agreement are satisfied, the agreement Agent and Lenders agree that they will not exercise any default remedies against the Borrower or the Guarantors (except as otherwise expressly provided in this Agreement) as a result of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without Stated Defaults. (d) On the requirement of any demand, presentment, protest or notice of any kindForbearance Termination Date, all of which forbearances, deferrals and indulgences granted by the Borrower Agent and Lenders in this Section 4 shall automatically terminate, and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed shall thereupon be entitled immediately to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable lawDocuments, this Agreement and otherwise available at law or in equity, including, without limitation, their respective rights publishing a notice of default under the Deed of Trust and remedies in connection with any foreclosing on the Property, and all other Collateral, all without further notice or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making demand of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreementkind. (e) The Borrower Parties understand and the Subsidiary Guarantors specifically acknowledge and agree that the agreement forbearance provided in this Agreement does not relate or extend to any actions that the Agent or Lenders may take under the Loan Documents, at law or in equity, to preserve and protect any of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may collateral described in the future have under any or all of the Loan Documents and/or applicable law or the interests of the Agent or Lenders in connection with all Defaults any such collateral, including, without limiting the generality of the foregoing (i) the defending of or intervention in actions or assertions of claims (such as foreclosure proceedings, mechanics’ liens filings or proceedings, and Events stop notices) brought or made by third parties or by any Borrower Party, relating to any such collateral or the interests of Default the Agent or Lenders, or (including ii) the sending of notices to any persons or entities concerning (A) the rights of the Agent or Lenders under the Loan Documents (including, without limitation limitation, the Specified Defaults)filing of a proof of claim in any bankruptcy proceeding) and (B) the existence of security interests or liens in favor of the Agent or Lenders relating to such collateral. (f) [Intentionally Omitted.] (g) Notwithstanding anything to the contrary herein or in the Loan Documents, from and after the Effective Date neither Agent nor Lenders shall have any obligation to make Loans or any other advances under the Loan Documents.

Forbearance. (a) The Participant Lenders agree that until Each Obligor specifically acknowledges the expiration existence and continuation of the Forbearance PeriodSpecified Defaults. In reliance on the representations, the Participant Lenders will temporarily forbear (warranties, covenants and agreements contained in this Agreement, and subject to the terms hereof) from satisfaction of each condition precedent set forth in Section 4 hereof but only so long as no Termination Event shall have occurred and except as permitted by this Agreement, the exercise of their default-related remedies under Agent, the Credit Agreements, Loan Documents or otherwise, against the Borrower Lenders and the Subsidiary Guarantors solely Issuing Banks hereby agree to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply forbear during the Forbearance Period with from exercising their rights and remedies under the Loan Documents (including any right under Section 2.2.3 or 2.3.3 of the Loan Agreement, any right of setoff (excluding the Agent’s right to charge on account under Section 4.1.1(b) of the Loan Agreement, it being understood and agreed that any deemed making of any representations and warranties by the Borrowers on account of such charge shall, if such representations and warranties are not true and correct, for all provisions, limitations, restrictions purposes hereof be treated as a Specified Default) and any right under a power of attorney granted pursuant to Section 8.5(b) of the Loan Agreement) and applicable law arising as a result of the occurrence or prohibitions that would otherwise be effective or applicable under continuance of any of the Loan Documents during Specified Defaults. Notwithstanding the continuance foregoing, the forbearance granted by the Agent, the Lenders and the Issuing Banks shall not constitute and shall not be deemed to constitute a waiver of any of the Specified Defaults or of any other Default or Event of Default; provided further that Default under the Loan Documents. On and after the Termination Date, the Agent’s, the Lenders’ and the Issuing Banks’ agreement of the Participant Lenders temporarily hereunder to forbear shall not apply to nor preclude terminate automatically without further act or action by the Agent, any remedy available to Lender or any Issuing Bank, and the Administrative Agent or Agent, the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed Issuing Banks shall be entitled to exercise any and all of their respective rights and remedies available to them under this Agreement and the other Loan Documents, at law, in equity or otherwise without any further lapse of time, expiration of applicable grace periods or requirements of notice, all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) which are hereby expressly waived by each Obligor. For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the i) an exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees thatcash dominion rights, notwithstanding anything to the contrary in the Credit Agreementswhen applicable, the Administrative Agent shall not be required subject to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms forbearance (other than implementing cash dominion solely as a result of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults), (ii) the foregoing forbearance shall not prohibit the Agent from delivering notices relating to the Borrowing Base or notices of Default, Event of Default or a Termination Event, (iii) any Overadvance that occurs under Section 2.1.5 of the Loan Agreement shall not be subject to forbearance, and (iv) the foregoing forbearance shall not limit or prohibit the Agent from making Protective Advances in its discretion pursuant to Section 2.1.6 of the Loan Agreement (it being understood and agreed that any deemed making of any representations and warranties by the Borrowers on account of any such making of Protective Advances shall, if such representations and warranties are not true and correct, for all purposes hereof be treated as a Specified Default).

Forbearance. (a) The Participant Lenders agree Each of the Class A Certificateholders agrees that until the expiration of the Forbearance PeriodPeriod (as defined below), it will not, as part of a majority in interest of Fractional Undivided Interests in the Participant Lenders will temporarily forbear (subject Class A Trust or in any other capacity direct the Class A Trustee, when the Class A Trustee is the Controlling Party or otherwise, to cause the terms hereof) from Subordination Agent and the Mortgagees to exercise any of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors Atlas solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided Defaults (the "CLASS A FORBEARANCE"). Each of the Class A Certificateholders further agrees (i) to join in executing and causing to be delivered to the Class A Trustee, with a copy to the Subordination Agent and Mortgagees, at or about the time that a Specified Default occurs, a letter (a "FORBEARANCE INSTRUCTION LETTER") instructing the Borrower Class A Trustee to instruct the Subordination Agent and Mortgagees (an "INSTRUCTION LETTER TO SUBORDINATION AGENT AND MORTGAGEES") to forbear from exercising any default-related remedies until the Subsidiary Guarantors shall comply Subordination Agent or Mortgagees receive instructions to the contrary ("CONTRARY INSTRUCTIONS") from the Class A Trustee, which Forbearance Instruction Letter will instruct the Class A Trustee not to give any such Contrary Instructions during the Forbearance Period with all provisionsunless it is directed to do so by the holders of a majority in interest of Fractional Undivided Interests in the Class A Trust, limitations(ii) to refrain from directing the Class A Trustee to give any such Contrary Instructions during the Forbearance Period, restrictions or prohibitions that would otherwise be effective or applicable under any and (iii) to provide to Atlas a copy of the Loan Documents during Forbearance Instruction Letter (and, if such Class A Certificateholder receives a copy of an Instruction Letter to Subordination Agent and Mortgagees, a copy of such letter) and a return receipt or other evidence indicating the continuance of any Default or Event of Default; provided further that the agreement delivery of the Participant Lenders temporarily Forbearance Instruction Letter to forbear the Class A Trustee, provided that, (w) nothing in the Forbearance Instruction Letter, the Instruction Letter to Subordination Agent and Mortgagees, or in this Agreement is intended to or shall prevent any Mortgagee, Subordination Agent, Class A Trustee, Class A Certificateholder or other person from (A) giving notice of the occurrence of a Default under a Lease or Indenture (it being understood that, except for providing that notice of a Default may be given, this clause (A) does not limit or affect in any way the agreements of the Class A Certificateholders that are set forth above in this Section 2(a), or (B) exercising its right to cause one or more LTV Appraisals to be obtained pursuant to the Intercreditor Agreement, (x) the Class A Certificateholders shall not apply be required to nor preclude obtain any remedy available acknowledgement or agreement from the Class A Trustee with respect to the Administrative Forbearance Instruction Letter and the Class A Trustee shall not be required to obtain any acknowledgement or agreement from the Mortgagees or Subordination Agent with respect to the Instruction Letter to Subordination Agent and Mortgagees, (y) the Class A Certificateholders shall not be required to provide any indemnity or other inducement for the Lenders Class A Trustee, Subordination Agent, or Mortgagees to comply with such Forbearance Instruction Letter or Instruction Letter to Subordination Agent and Mortgagees, and (z) the Class A Certificateholders give no representation or warranty as to the effect of such Forbearance Instruction Letter or Instruction Letter to Subordination Agent and Mortgagees or as to whether the Class A Trustee will in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, fact send such Instruction Letter to any relief in respect of adequate protection or relief from any stay imposed under such lawSubordination Agent and Mortgagees. (b) Upon Each of the dates and events referred to in clauses (i) through (viii) below in this Section 2(b) is referred to herein as a "TERMINATION EVENT". As used herein, "FORBEARANCE PERIOD" means the period beginning on the date hereof and ending on the earliest to occur of (x) a Termination EventEvent listed in clause (i), (v), or (vii) below in this Section 2(b) (it being understood that no notice is required in order for the Forbearance Period to terminate immediately and automatically upon the occurrence of any Termination Event listed in clause (i), (v), or (vii) below in this Section 2(b)), or (y) the date three (3) business days after any Class A Certificateholder (or such Class A Certificateholder's counsel) gives notice to Atlas that a Termination Event listed in clause (ii), (iii), (iv), (vi) or (viii) of this Section 2(b) has occurred and that, as a result thereof, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies Forbearance Period shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waiveend. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Termination Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).are as follows:

Forbearance. Subject to the terms and conditions set forth herein, Wachovia hereby agrees that, during the Forbearance Period (a) The Participant Lenders agree that until as defined below), Wachovia shall forbear from exercising any and all rights or remedies available to Wachovia under the expiration Repurchase Documents and the Master Agreement as a result of the Forbearance PeriodExisting Events of Default (including, without limitation, the Participant Lenders will temporarily collection of default interest under the Repurchase Documents and Master Agreement), but only to the extent that such rights or remedies arise exclusively as a result of the existence or continuation of the Existing Events of Default; provided, however; (i) that Wachovia shall be free to exercise any or all of Wachovia's rights and remedies (including, without limitation, the collection of default interest under the Repurchase Documents and Swap Documents from and after the occurrence of a Forbearance Termination Event) under the Repurchase Documents, Master Agreement or Applicable Law arising on account of the Existing Events of Default (or any other event of default) at any time upon or after the occurrence of a Forbearance Termination Event (as defined below), (ii) in connection with the Repurchase Documents, Wachovia shall have no obligation to purchase or finance any new Asset or make any advance of Purchase Price or other amounts with respect to any existing Purchased Assets or new Assets unless consented to in writing by Wachovia, which consent may be granted or refused by Wachovia in its sole and absolute discretion, (iii) in connection with the Master Agreement, Wachovia shall have no obligation to enter into a Transaction (as defined in the Master Agreement) unless consented to in writing by Wachovia, which consent may be granted or refused by Wachovia in its sole and absolute discretion, and (iv) no amounts under clause NINTH of Section 2.8 of the Repurchase Agreement shall be transferred to the Operating Account or the Quadra Entities, but, instead, all such amounts shall be applied to the outstanding Obligations under the Repurchase Documents and the obligations and liabilities under the Swap Documents. Wachovia agrees to waive any default interest that accrued prior to the date of this Agreement under the Repurchase Documents and the Master Agreement as a result of the Existing Events of Default. Notwithstanding Wachovia's agreement to forbear (on account of the Existing Events of Default subject to the terms hereof) from and conditions set forth herein, the exercise Existing Events of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely Default shall continue to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply exist during the Forbearance Period with for all provisionspurposes under the Repurchase Agreement and Master Agreement, limitations, restrictions or prohibitions that would otherwise be effective or applicable under including any limitations on actions of the Loan Documents during Quadra Entities that may be triggered upon the continuance existence of any an Event of Default (as defined in the Repurchase Agreement) or Event of Default; provided further Default (as defined under the Master Agreement). The Quadra Entities acknowledge and agree that the agreement this Agreement does not constitute a waiver of the Participant Lenders temporarily Existing Events of Default, a waiver of any other Event of Default (as defined in the Repurchase Agreement) or Event of Default (as defined in the Master Agreement) (whether now or in the future) or a waiver or forbearance (except as expressly set forth herein) of any other term, provision, duty, obligation, covenant, liability, right, remedy, power or remedy of any party to forbear the Repurchase Documents and Master Agreement, and the forbearance evidenced hereby shall not apply be a waiver of Wachovia's rights to nor preclude refuse to enter into any remedy available future forbearance agreements. For the avoidance of doubt, this Agreement shall not limit, restrict or impair in any way any of Wachovia's rights under the Repurchase Documents and/or Swap Documents which are unrelated to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies upon an Event of Default under any either the Repurchase Documents or all of the Loan Documents and/or applicable lawSwap Documents, including, without limitation, their respective Wachovia's rights to ▇▇▇▇ to market and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, rights to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights")make margin calls. For purposes of the foregoing, the Borrower and the Subsidiary Guarantors The Quadra Entities acknowledge and agree that execution they may not sell, finance or otherwise transfer any Purchased Asset without Wachovia's prior written consent thereto in its sole and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent absolute discretion and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent Wachovia shall not be required to act if directed against release its Lien on any Purchased Asset until all Obligations under the Borrower or Repurchase Documents and all obligations and liabilities then due and payable under the Subsidiary Guarantors if such action is contrary to the terms of this AgreementSwap Documents are paid in full. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. (a) The Participant Lenders agree that Following the later of (x) the Agreement Effective Date or (y) the date and time upon which CEC may no longer terminate this Agreement pursuant to Section 11(c), until the expiration termination of the this Agreement (a “Forbearance PeriodTermination Event”), the Participant Lenders will temporarily each Consenting Second Lien Creditor agrees to forbear (subject to the terms hereof) from the exercise of their exercising its default-related rights and remedies (as well as any setoff rights and remedies) under the Credit Agreements, Loan Documents Second Lien Indentures or otherwiseapplicable law, against the Borrower Company and the Subsidiary Guarantors solely CEC and, with respect to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower each, their property and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders interests in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such lawproperty. (b) Upon the occurrence of a Forbearance Termination Event, the agreement of the Participant Lenders Consenting Second Lien Creditors hereunder to forbear from exercising their default-related rights and remedies (i) under the Second Lien Indentures and (ii) in respect of the Forbearance Defaults, shall immediately terminate without the requirement of any demand, presentment, protest protest, or notice of any kind, all of which the Borrower Caesars Parties hereby waive (to the extent permitted by applicable law). (c) The Caesars Parties agree that, upon the occurrence of, and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed after the occurrence of, a Forbearance Termination Event, the Consenting Second Lien Creditors, the Trustees or the Collateral Agent, as applicable, may proceed, subject to the terms of the Second Lien Indentures, and applicable law, to exercise any and or all of their respective rights and remedies under any or all of the Loan Documents and/or Second Lien Indentures, applicable law, including, without limitation, their respective rights and remedies and/or in connection with any or all of the Defaults and Events of Defaultequity, including, without limitation, the Specified rights and remedies on account of the Forbearance Defaults, all of which rights and remedies are fully reserved. (cd) The Caesars Parties agree that, prior to the termination of this Agreement with respect to any particular Consenting Second Lien Creditor, the Caesars Parties shall not commence any litigation or interpose or join in any claim arising from or in any way related to the Second Lien Indentures, the Second ▇▇▇▇ ▇▇▇▇ Claims, the Company, CEC, CAC, or any of their respective Affiliates against any such Consenting Second Lien Creditor. The Consenting Second Lien Creditors and the Second Lien Committee agree that, prior to the termination of this Agreement with respect to any particular Caesars Party, the Consenting Second Lien Creditors and the Second Lien Committee shall not commence any litigation or interpose or join in any claim arising from or in any way relating to the Second Lien Indentures against any such Caesars Party. (e) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoingnotwithstanding anything herein, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of forbearance set forth in this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent Section 3 shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (ei) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies constitute a waiver with respect to any defaults or any Events of Defaults as defined under the Specified Defaults shall Second Lien Indentures, (ii) prevent any Consenting Second Lien Creditor or Second Lien Committee Member from enforcing its rights with respect to any non-Caesars Parties under any documents relating to the Second Lien Indentures, including, but not constitute limited to and for the avoidance of doubt, any intercreditor documents, and (iii) bar any Consenting Second Lien Creditor or Second Lien Committee Member from filing a waiver proof of claim or taking action to establish the amount of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)Claim.

Forbearance. (a) The Participant Lenders Effective as of the Third Amended Forbearance Effective Date (as defined below), the Noteholders agree that that, until the expiration of the Third Forbearance Period (as defined below), they will forbear from exercising, and shall direct the Indenture Trustee, and by signature hereto so direct the Indenture Trustee pursuant to Section 6.5 of the Indenture, not to exercise, any rights and remedies against the Company or the Subsidiaries that are available under the Indenture, the Intercreditor Agreement, the Collateral Agreements and/or applicable law solely with respect to the Specified Existing Defaults (excluding, however, the Noteholders’ right to charge default interest on the Notes (including on all unpaid interest on the Notes to the extent provided under the Indenture) during the Third Forbearance Period); provided, the Participant Lenders will temporarily forbear (subject to the terms hereof) from however, that nothing herein shall restrict, impair or otherwise affect the exercise of their default-related remedies the Noteholders’ rights under the Credit Agreementsthis Third Amended Forbearance Agreement, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear no such forbearance shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection constitute a waiver with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, respect to any relief in respect such Specified Existing Defaults or any other Events of adequate protection or relief from any stay imposed Default under such lawthe Indenture. (b) Upon As used herein, the term “Third Forbearance Period” shall mean the period beginning on the date hereof and ending upon the occurrence of a Termination Event. As used herein, “Termination Event” shall mean the agreement earlier to occur of (i) November 1, 2007; and (ii) two business days after the Participant Lenders hereunder delivery by the Noteholder Group to forbear from exercising their default-related remedies the Company and Lender of a written notice terminating the Third Forbearance Period (the “Termination Notice”), which notice may be delivered at any time upon or after the occurrence of any Forbearance Default (as defined below); provided, however, that notwithstanding the foregoing, (x) this Third Amended Forbearance Agreement shall immediately terminate two (2) business days after the occurrence of a Forbearance Default under subsection (D) below without the requirement need for delivery of the Termination Notice or any demandother notice, presentmentand (y) this Third Amended Forbearance Agreement shall immediately terminate upon the occurrence of a Forbearance Default under subsection (J) below, protest without the need for delivery of the Termination Notice or notice any other notice. As used herein, the term “Forbearance Default” shall mean: (A) the failure of any kindthe Company to provide the Noteholder Group and its financial advisors with reasonable access, all as determined by the Noteholder Group in its reasonable discretion, to its Chief Executive Officer, other senior executives and outside advisors, including representatives of which ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ that are working with the Borrower Company, and to provide the Subsidiary Guarantors hereby waive. The Borrower Noteholder Group and the Subsidiary Guarantors agree that the Administrative Agent its legal and the Lenders may at any time thereafter proceed to exercise financial advisors with any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Defaultdue diligence information they may reasonably request, including, without limitation, the Specified Defaults. Company’s current 13-week cash flow schedule, and all updates thereto as soon as reasonably practicable after they are prepared, but in no event no later than two (c2) For business days thereafter; (B) the avoidance of doubt, nothing herein limits the right failure of the Administrative Agent Company to engage in good faith negotiations with the Noteholder Group regarding a potential restructuring transaction, which determination shall be made by the Noteholder Group in its reasonable discretion; (C) the failure of the Company to promptly notify the Noteholder Group of the occurrence of a Forbearance Default (as defined in the DDJ Third Amended Forbearance Agreement) under the DDJ Third Amended Forbearance Agreement or any amendment or modification to the DDJ Third Amended Forbearance Agreement; (D) termination of the DDJ Third Amended Forbearance Agreement; (E) the execution of any amendment or modification to the DDJ Third Amended Forbearance Agreement, which amendment or modification has a material adverse effect on the Noteholder Group as determined by the Noteholder Group in its reasonable discretion; (F) termination by the Company of the ▇▇▇▇▇▇ Engagement Letter or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes failure of the foregoingCompany to pay ▇▇▇▇▇▇’▇ fees, the Borrower expenses and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act indemnity in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. the ▇▇▇▇▇▇ Engagement Letter; (eG) The Borrower and the Subsidiary Guarantors acknowledge and agree occurrence of any Event of Default that is not a Specified Existing Default; (H) the agreement failure of the Participant Lenders hereunder Company to forbear from exercising their default-related remedies comply with respect any term, condition, covenant or agreement set forth in this Third Amended Forbearance Agreement; (I) the failure of any representation or warranty made by the Company under this Third Amended Forbearance Agreement to the Specified Defaults shall not constitute a waiver of such Specified Defaults be true and that the Lenders expressly reserve correct in all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all material respects as of the Loan Documents and/or applicable law in connection with all Defaults and Events date when made; (J) the commencement by or against the Company or any of the Subsidiaries of a case under title 11 of the United States Code; or (K) the commencement of any action or proceeding by any creditor of the Company or any of the Subsidiaries seeking to attach or take similar action against the assets of the Company or the Subsidiaries. Any Forbearance Default shall constitute an immediate Event of Default (including without limitation under the Specified Defaults)Indenture.

Forbearance. (a) The Participant Lenders agree that until Upon the expiration satisfaction of the Forbearance Periodconditions precedent set forth in Section 3 of this Agreement and in reliance on the representations, warranties and agreements of the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower Issuers and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided herein contained, each Forbearing Holder hereby agrees that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period it will not, directly or indirectly, take any Remedial Action with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any respect to the Notes solely as a result of the Loan Documents Excess Cash Flow Prepayment Default or the failure to pay interest in excess of a rate per annum equal to 14%, provided, however, that interest shall continue to accrue at the Post-Default Rate while the Excess Cash Flow Prepayment Default is continuing. The foregoing limited forbearance shall not be construed to impair the ability of the Forbearing Holders or the Trustee to take any Remedial Action (i) after the Forbearance Period regardless of whether or not such Remedial Action relates to actions taken, matters arising or payments not received during the continuance Forbearance Period or (ii) during the Forbearance Period for Defaults or Events of any Default or Event of other than the Excess Cash Flow Prepayment Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Unless earlier terminated in accordance with the terms of this Agreement, the Forbearing Holders’ forbearance, as provided herein, shall immediately and automatically cease without notice upon the occurrence of any Forbearance Termination Event, and the agreement Issuers and Guarantors at that time shall be obligated to comply with and perform all terms, conditions and provisions of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower Indenture and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, Notes (including, without limitation, their respective rights payment of any unpaid accrued interest at the Post-Default Rate) without giving effect to the forbearance set forth herein. (c) Except for the forbearance to the extent expressly set forth above in subsection 2(a), each Forbearing Holder reserves each and remedies in connection every right and remedy it may have under the Notes, the Indenture, the Security Documents, any agreement relating thereto and under applicable law with any or all of respect to the Defaults and Events of Excess Cash Flow Prepayment Default, including, without limitation, the Specified Defaults. right to continue to charge and accrue (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including but not collect during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than ) interest at the Borrower Post-Default Rate. The Issuers and the Subsidiary Guarantors ("Third Party Rights"). For purposes each of the foregoing, the Borrower and the Subsidiary Guarantors hereby acknowledge and agree that execution interest at the Post-Default Rate shall accrue from and delivery of this Agreement after November 5, 2012. Nothing herein shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything be deemed to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver by any Holder of such Specified Defaults and that any Default or Event of Default whatsoever, whether now existing or hereafter arising (including, without limitation, the Lenders Excess Cash Flow Prepayment Default), or, except to the extent of the forbearance expressly reserve all rights and remedies that set forth herein, of any right or remedy the Administrative Agent and the Lenders now Trustee or any Holder may in the future have under the Notes, the Indenture, the Security Documents or any or all of the Loan Documents and/or agreement relating thereto and under applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)law.

Forbearance. 2.1 Subject to the terms and conditions of this Agreement, and provided that no Forbearance Default (as defined below) has occurred, the Lender agrees that during the period commencing on the date of this Agreement and ending on and the first to occur of (i) September 10, 2014, (ii) the Distribution and (iii) the termination of the Exchange Agreement (the “Forbearance Period”), the Lender will not, and will procure that NYGC will not, file suit or take any other action to enforce its rights with respect to the Existing Default. This limited forbearance does not extend to any other default or Events of Default with respect to the CTek Debt Obligations or any other rights and remedies available to the Lender with respect to the Existing Default. Upon the earlier of (a) The Participant Lenders agree that until the occurrence of a Forbearance Default (as defined below) or (b) the expiration of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the Lender’s agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to automatically be deemed terminated and the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawLender shall be entitled to, including immediately and without limitationnotice, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, exercise all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective its rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver CTek Debt Obligations and this Agreement. 2.2 Notwithstanding anything to the contrary contained herein, the effectiveness of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that agreement made by the Administrative Agent Lender pursuant to Section 2.1 hereof, and the Lenders now or may in Lender’s agreement to forbear as described therein, is conditioned upon the future have under any or all Borrower’s agreement, and the Borrower hereby agrees, to (i) duly execute and deliver to the Lender this Agreement, (ii) duly execute, and deliver to each of the Loan Documents and/or applicable law in connection with Shareholders and perform its obligations under the Exchange Agreement, (iii) procure that each Shareholder duly executes, delivers to the Borrower and performs such Shareholder’s respective obligations under the Exchange Agreement, and (iv) take such other actions and fulfill the obligations set forth herein. 2.3 Notwithstanding anything to the contrary contained herein upon execution of this Agreement, the Lender hereby immediately and unconditionally releases each of the Borrower’s China Subsidiaries from all Defaults and Events of Default obligations (including without limitation the Specified CTek Debt Obligations) under the Prior Loans. 2.4 The following events shall constitute “Forbearance Defaults).”:

Forbearance. 1. Lessor agrees to forbear from the exercise of its rights and remedies under the Lease and under applicable law arising from the Defaults from the Effective Date until July 1, 2004 (the "Forbearance Period"). During the ------------------ Forbearance Period, and provided that no Forbearance Default (as defined below) occurs and all other terms of this Agreement are satisfied, Lessor agrees that it will not accelerate the obligations owed for the term of the Lease or the Existing Obligations (as defined below) owed to Lessor and declare all such obligations immediately due and payable under the Lease as a result of the Defaults; and 2. For so long as Lessee complies with the payment and performance obligations under this Agreement, during the Forbearance Period the Lease shall be deemed modified as follows: (a) The Participant Lenders agree that space occupied by Lessee shall be deemed to be 10,000 square feet of the original Leased Premises; (b) From the Effective Date until the expiration first anniversary thereof, Lessee's monthly payments due to Lessor shall consist of the monthly amounts set forth in "EXHIBIT B" hereto; and --------- (c) After the first anniversary of the Effective Date, the monthly payment amounts set forth in EXHIBIT B shall be recalculated (based upon the amounts set forth in Exhibit B) as originally provided in the Lease. 3. During the Forbearance Period, Lessor may, at its sole option, (a) require that Lessee consolidate its operations into a space that Lessor shall designate within the Participant Lenders will temporarily forbear (subject Leased Premises, requiring that Lessee enter into an amendment to the terms Lease for such substitute space, or (b) require that Lessee vacate the Leased Premises upon sixty (60) days' notice to Lessee upon the re-leasing of the Leased Premises to a replacement tenant; provided, however, that during such sixty (60) day notice period, Lessee shall permit Lessor and Lessor's agents and contractors to enter into the Leased Premises for the purposes of conducting inspections or construction of the Leased Premises to the specifications of such replacement tenant. Such relocation or termination shall not affect the liabilities of Lessee except as set forth otherwise herein or in the Note. 4. Lessor's forbearance provided for herein shall automatically terminate and cease to be of force and effect, upon or after the occurrence of the failure of Lessee to comply with any of the conditions described in this Agreement (including defaults under the Lease after the date hereof, other than with respect to payment of rent) from or in the Note, including, without limitation, at any time, default in any payment of the amounts set forth in Section 2(b) or 2(c) above (individually and collectively, referred to hereinafter as the "Forbearance Defaults"), and thereafter, Lessor may exercise of their default-related all rights and -------------------- remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower Lease and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights the right to immediately accelerate the obligations thereunder and remedies in connection declare all amounts owed by Lessee to Lessor under the Lease and the Note immediately due and payable. 5. Lessor's forbearance is subject to compliance by Lessee with any or all other terms and provisions of the Defaults and Events of DefaultLease, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during which terms shall continue to apply throughout the Forbearance Period, and the failure to take comply with any action to preserve or exercise rights or remedies against parties such terms and provisions (other than those identified as a Default on the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement date hereof) shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything also be deemed to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).a

Forbearance. Without limiting Sections 2 and 4 of this Agreement, Agents and Required Lenders hereby agree as of the Forbearance Effective Date to forbear from exercising any rights or remedies under the Loan Documents arising solely out of the Specified Events of Default until the date (the “Forbearance Termination Date”) that is the earliest of (a) The Participant Lenders agree that until October 31, 2009, (b) the expiration occurrence of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any a Default or Event of Default (other than a Specified Event of Default; provided further that ) or (c) the agreement occurrence of a breach or default by Borrower or any other Loan Party under this Agreement (the Participant Lenders temporarily period beginning on the Forbearance Effective Date and ending on the Forbearance Termination Date being referred to forbear herein as the “Forbearance Period”). This forbearance shall not apply to nor preclude any remedy available only to the Administrative Agent Specified Events of Default and not to any other Defaults or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawEvents of Default, including without limitation, any other existing Defaults or Events of Default known or not known to Agents and Lenders or Borrower or any relief in respect other Loan Party at this time and any Defaults or Events of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination EventDefault occurring after the date hereof, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent Agents and the Lenders may at any time thereafter proceed to exercise any and reserve all of their respective rights to exercise rights and remedies under any or all of the Loan Documents and/or applicable lawupon the occurrence of any such other Default or Event of Default at any time, including, without limitation, their respective before the expiry or termination of the Forbearance Period. The parties hereto agree that neither the agreements of Agents and the Lenders herein nor the acceptance by Agents or the Lenders of any of the payments provided for in the Loan Documents, nor any payment prior to the date hereof shall (i) excuse Borrower or any other Loan Party from any of its obligations under the Loan Documents, or (ii) toll the running of any time periods applicable to any such rights and remedies in connection with any or all of the Defaults and Events of Defaultremedies, including, without limitation, any grace periods with respect to Defaults under the Specified Defaults. (c) For the avoidance Loan Documents or otherwise. Each of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of other Loan Parties agrees that it will not assert laches, waiver or any other defense to the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making enforcement of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law based upon the agreements of Agents and the Lenders to forbear herein or the acceptance by Agents or the Lenders of any of the payments provided for in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)Loan Documents or any payment prior to the date hereof.

Forbearance. (a) The Participant Lenders agree that Notwithstanding the Existing Defaults, and subject to the provisions of this Agreement, Lender agrees that, until the expiration or earlier termination of the Forbearance Period (as defined below), Lender will forbear from exercising its rights and remedies under the Loan Documents and/or applicable law solely with respect to the Existing Defaults; provided, however, that nothing herein shall restrict, impair or otherwise affect the exercise of Lender’s rights under this Agreement; and provided, further, that no such forbearance shall constitute a waiver with respect to the Existing Defaults (other than as set forth in the following sentence). Notwithstanding anything to the contrary contained herein, if, on or prior to the expiration (but not earlier termination) of the Forbearance Period, the Participant Lenders will temporarily forbear Borrower Parties have satisfied the conditions to such forbearance set forth in Section 4 below (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. payment in full of the Indebtedness by Borrower (c) For including for the avoidance of doubt, nothing herein limits the Exit Fee, the Minimum Multiple Fee and if applicable, any Breakage Fees, together with any out-of-pocket attorneys’ fees and costs accrued to date)), Lender shall be deemed to have waived the Existing Defaults and shall have no right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take exercise any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law solely with respect to the Existing Defaults; provided that to the extent that any Borrower Party makes any payment(s) to Lender which payment(s) or any portion thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required, in connection with all any bankruptcy, insolvency, reorganization, dissolution, liquidation or other like proceeding or for any other reason, to be repaid or paid over to a custodian, trustee, receiver or any other party under any bankruptcy act, state or federal law, ​ ​ common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect as if such payment(s) had not been made and the Borrower Parties shall be primarily liable for the revived obligations. The foregoing sentence shall not be construed and is not intended to preclude Lender from exercising its rights and remedies under the Loan Documents and/or applicable law with respect to the existence of the Existing Defaults and Events after the expiration (other than expiration after satisfaction of Default (including without limitation the Specified Defaults).conditions to forbearance as set forth above) or earlier termination of the Forbearance Period. ​

Forbearance. (a) The Participant Lenders agree that until the expiration Foothill acknowledges receipt of the Forbearance PeriodBorrower's letters to Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ of Foothill dated March 3, 1998 and May 8, 1998 in which the Participant Lenders will temporarily forbear Borrower acknowledges and enumerates certain Events of Default that have occurred and are continuing under the Loan Agreement (subject the "Current Defaults"). Foothill hereby agrees to the terms hereof) forebear from the exercise taking any action or exercising any of their default-related its remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely Agreement with respect to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply Current Defaults during the Forbearance Period with all provisionsperiod from April 17, limitations1998, restrictions or prohibitions through and including September 30, 1998; PROVIDED, HOWEVER, that would otherwise be effective or applicable under any of such forbearance shall apply only to the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear Current Defaults, shall not apply to nor preclude any remedy available to other Event of Default continuing as of the Administrative Agent Amendment Date, or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect Event of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination EventDefault that may occur after the Amendment Date. Further, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults forbearance shall not constitute a waiver by Foothill of any of its rights or remedies under the Loan Agreement, but shall only constitute a limited forbearance. Furthermore, nothing contained in this letter shall diminish, prejudice or waive any of Foothill's rights or remedies under the Loan Agreement or applicable law, and Foothill hereby reserves all such rights and remedies. Anything contained in the foregoing to the contrary notwithstanding, Foothill's continued forbearance with respect to the Current Defaults shall be contingent on Borrower's successful achievement of each of the following on or before the dates set forth below, and Borrower's failure to achieve any one or more of the following on or before the dates set forth below shall terminate Foothill's agreement to the forgoing forbearance from and after the date of any such failure: (a) Borrower's shall have filed its proxy statement with respect to the sale of certain of Borrower's radio stations (the "Proxy") to Catholic Radio Network, LLC ("CRN") and shall have mailed a copy of such Specified Defaults and that proxy to each of the Lenders expressly reserve all rights and remedies that holders of Borrower's Stock on or before July 30, 1998; (b) Borrower shall have conducted the Administrative Agent and meeting of the Lenders now or may holders of Borrower's Stock contemplated in the future Proxy with respect to obtaining all shareholder approvals required with respect to the sale of certain of Borrower's radio stations to CRN on or before September 15, 1998; and (c) Borrower shall have under any consummated the sale of each of Borrower's radio stations to CRN pursuant to the transactions contemplated in the Proxy and in accordance with the approvals obtained from the holders of Borrower's Stock on or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)before September 30, 1998.

Forbearance. (a) Each Company hereby acknowledges that (a) the Designated Default occurred on April 1, 2018 and is continuing and (b) the Forbearance Period provided for and as defined in the July 2nd Forbearance and Amendment Agreement terminated on September 30, 2018, the occurrence of which entitles the Creditor Parties to exercise their rights and remedies under the Purchase Agreement, the Related Agreements and applicable law. (b) No Creditor Party has waived, presently does not intend to waive and may never waive such Designated Default and nothing contained herein or the transactions contemplated hereby shall be deemed to constitute in any manner whatsoever any such waiver. Each Company hereby acknowledges that Creditor Parties have the presently exercisable right to declare the Liabilities to be immediately due and payable under the terms of the Purchase Agreement and the Related Agreements. (c) Subject to satisfaction of the conditions of effectiveness set forth in Section 9 of this Amendment Agreement, during the period (the “Forbearance Period”) commencing on September 30, 2018 and ending on the earlier to occur of (a) December 3, 2018 and (b) the occurrence of any Forbearance Default (as defined in Section 3(f) of this Amendment Agreement), Creditor Parties will forbear from exercising their rights and remedies under the Purchase Agreement, the Related Agreements and applicable law solely in respect of the Designated Default. Notwithstanding the foregoing, nothing contained herein shall impair in any manner whatsoever Creditor Parties’ rights 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 Liabilities, in each case, in accordance with the terms of the Purchase Agreement and the Related Agreements. The Participant Lenders agree that until Creditor Parties may consider extending the expiration date of the Forbearance Period, but any such extension will be determined by the Creditor Parties in their sole and absolute discretion and, if provided at all, shall only be made on terms and conditions satisfactory to the Creditor Parties in their sole and absolute discretion. No such extension, if provided at all, shall be effective unless in a writing executed by the Creditor Parties and the Companies, and acknowledged and agreed to by the Guarantors. (d) Upon the termination of the Forbearance Period, the Participant Lenders will temporarily agreement of Creditor Parties to forbear (subject with respect to the terms hereof) from Designated Default shall automatically and without further action terminate and be of no further force and effect, it being expressly agreed that the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability effect of such termination will be to permit Creditor Parties to exercise such rights and remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisionsimmediately without any further notice, limitations, restrictions passage of time or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice forbearance of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower Companies acknowledge that (i) Default Interest Rate (as defined in Section 1.7 of the Note) charges in the amount of $152,194.89 which have accrued for the period commencing on April 1, 2018 and ending on September 30, 2018 (the Subsidiary Guarantors “Specified Default Interest Rate Charges”) shall continue to accrue and be payable by Companies to Creditor Parties as follows: (i) if the Liabilities have been indefeasibly paid in full prior to November 16, 2018, the Specified Default Interest Rate Charges shall be waived by Creditor Parties, (ii) if the Liabilities have not been indefeasibly paid in full prior to November 16, 2018, $76,097.45 of the Specified Default Interest Rate Charges shall be automatically due and owing by Companies to Creditor Parties and shall be added to the Principal Amount of, and as defined in, the Note as of November 16, 2018 unless Creditor Parties shall have received from Companies payment thereof in cash prior to such date, (ii) if the Liabilities have been indefeasibly paid in full prior to November 23, 2018, the remaining Specified Default Interest Rate Charges in the amount of $76,097.44 shall be waived by Creditor Parties and (iii) if the Liabilities have not been indefeasibly paid in full prior to November 23, 2018, the remaining Specified Default Interest Rate Charges in the amount of $76,097.44 shall be automatically due and owing by Companies to Creditor Parties and shall be added to the Principal Amount of, and as defined in, the Note as of November 23, 2018 unless Creditor Parties shall have received payment thereof in cash prior to such date. Notwithstanding the foregoing, the Specified Default Interest Rate Charges shall be automatically due and owing by Companies to Creditor Parties upon the occurrence of a Forbearance Default and shall be added to the Principal Amount of, and as defined in, the Note on the date of such occurrence, except to the extent previously added to principal at an earlier date pursuant to this Section 3(e). Companies further acknowledge and agree that the agreement Default Interest Rate applies on and after October 1, 2018 and amounts related thereto are payable in cash in accordance with the terms of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to Note. (f) The occurrence of any Event of Default (other than the Specified Defaults Designated Default) shall not constitute a waiver “Forbearance Default.” As of such Specified Defaults and that the Lenders expressly date hereof, neither the Companies nor the Creditor Parties have any actual knowledge of any Events of Default other than the Designated Default. (g) Subject only to Section 3(c) of this Amendment Agreement, Creditor Parties reserve all rights and remedies that the Administrative Agent and the Lenders now or may right, in the future have under their sole discretion, to exercise any or all of their rights and remedies under the Loan Documents and/or Purchase Agreement, the Related Agreements and applicable law in connection with all Defaults and Events as a result of any Event of Default (including without limitation other than the Specified DefaultsDesignated Default), and no Creditor Party has waived any of such rights or remedies, and nothing in this Amendment Agreement, and no delay on their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remedies.

Forbearance. The Company and ▇▇▇▇▇ acknowledge the existence of the Specified Defaults, including the failure of Facility Substantial Completion and Final Completion to be achieved. Subject to the terms and conditions set forth herein, throughout the period commencing on the date of this Agreement and ending on June 29, 2011 (the “Forbearance Period”), the Lenders, the Administrative Lender, the Administrative Agent and the Collateral Agent (acting at the written direction of the Administrative Lender) hereby agree to forbear from exercising any and all available default rights and remedies under the Agreement, the Notes. the Account and Security Agreement, the deeds of trust creating the Liens described in Article XI of the Account and Security Agreement, the Class B Investors Pledge Agreement and the Special Interest Investors Pledge Agreement and at applicable law as the result of the occurrence and continuance of the Specified Defaults. The Company and ▇▇▇▇▇ acknowledge and agree that the foregoing agreement to forbear exercising such default rights and remedies throughout the Forbearance Period shall not constitute a waiver of the Specified Defaults or a waiver of any other Credit Agreement Event of Default or Credit Agreement Default that is not waived by Section 3 of this Forbearance Agreement, and that the Lenders, the Administrative Lender, the Administrative Agent and the Collateral Agent expressly reserve all such default rights and remedies. The Company and ▇▇▇▇▇ further acknowledge and agree that the Lenders, the Administrative Lender, the Administrative Agent and the Collateral Agent may exercise any and all such default rights and remedies at any time following the earliest to occur of (a) The Participant Lenders agree that until the expiration of the Forbearance Period, (b) the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply occurrence during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any additional Credit Agreement Default or Credit Agreement Event of Default; provided further that the agreement , other than those potential Credit Agreement Defaults or Credit Agreement Events of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders Default expressly waived in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect Section 3 of adequate protection or relief from any stay imposed under such law. this Forbearance Agreement (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, any default under this Forbearance Agreement), or (c) any of MLE, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“MLP”), UTC, the Company, ▇▇▇▇▇ or any of their respective rights and remedies in connection with Affiliates takes any or all of action against the Defaults and Events of DefaultFacility, any other collateral for the Advances (including, without limitation, the Specified Defaults. (c) For additional collateral described in Article XI of the avoidance Account and Security Agreement), the Company or ▇▇▇▇▇ or any of doubtits Affiliates which the Administrative Lender believes would materially adversely affect the interests of the Lenders, nothing herein limits the right of Administrative Lender, the Administrative Agent or the Lenders, including during the Forbearance Period, to take Collateral Agent (any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoingevents described in clause (a), the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand (b) or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes c), a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults“Forbearance Termination Event”).

Forbearance. (a) The Participant Lenders agree that until the expiration of During the Forbearance Period, the Participant Lenders will temporarily each Supporting Holder, severally and not jointly, hereby agrees to forbear (subject to the terms hereof) from the exercise exercising any of their default-related remedies Rights and Remedies, including with respect to an Acceleration or directing the Trustee or otherwise taking any action to cause any other Holders to exercise any Rights and Remedies, under the Credit AgreementsIndentures or applicable law solely with respect to any Specified Default. Moreover, Loan Documents in the event that any Holder or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability group of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply Holders takes any action which results in an Acceleration or delivers any notice of Default or an Event of Default during the Forbearance Period solely with all provisionsrespect to a Specified Default, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during Supporting Holders shall (a) deliver a written notice and direction to the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily Trustee to forbear shall not apply to nor preclude seek any remedy available to under the Administrative Agent or the Lenders Indenture in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. Acceleration and (b) Upon a Termination Eventtake all other action in their power to cause such Acceleration to be rescinded and cancelled, the agreement in each case, in accordance with Sections 6.02, 6.05 and 6.06 of the Participant Lenders hereunder Indentures and otherwise pursuant to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower terms and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all provisions of the Loan Documents and/or Indentures and in accordance with applicable law. During the Forbearance Period, includingeach Supporting Holder (severally and not jointly) agrees that it (individually or collectively) will not deliver any notice or instruction to the Trustee directing the Trustee to exercise, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, Rights and Remedies under the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand Indentures or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies applicable law solely with respect to the Specified Defaults shall and each Supporting Holder (severally and not constitute a waiver jointly) agrees that it will take all necessary action pursuant to the Indentures and in accordance with applicable law to revoke, rescind or otherwise nullify the exercise of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection Rights and Remedies of any Holder during the Forbearance Period solely with all Defaults and Events of Default (including without limitation respect to the Specified Defaults), provided that, for the avoidance of doubt, the Supporting Holders (individually or collectively) may deliver any such notice or instruction on or after the Termination Date.

Forbearance. (a) The Participant Lenders agree that until For the expiration period beginning as of the Effective Date and ending at the earlier of (i) 5:00 p.m. (Eastern time) on February 12, 2002 (the "Expiration Date"), as such date may be extended pursuant to clause (e) below, and (ii) the date upon which a Forbearance Default (as defined below) shall occur (such period herein referred to as the "Forbearance Period"), the Participant Lenders will temporarily Lead Arranger, the Syndication Agent, the Documentation Agent, the Administrative Agent and the Credit Parties, without waiving, curing or ceasing the continuance of the Specified Defaults, hereby agree to forbear (subject to the terms hereof) from the exercise of their default-related rights and remedies available under the Credit Agreement and the other Loan Documents on account of the Specified Defaults. Except as expressly limited herein, the Lead Arranger, the Syndication Agent, the Documentation Agent, the Administrative Agent and the Credit Parties hereby expressly reserve all of their rights and remedies under the Credit AgreementsAgreement and the other Loan Documents and under Applicable Law with respect to the Specified Defaults. (b) The Lead Arranger, the Syndication Agent, the Documentation Agent, the Administrative Agent and the Credit Parties hereby further agree that the Administrative Agent shall not deliver any notice to the trustee for the Refinancing Securities the effect of which would be to restrict payment of the Bond Interest Payment and to commence the "Blockage Period" provided for in the indenture for the Refinancing Securities (a "Blockage Notice") unless (i) a Material Default shall have occurred or (ii) any default or event of default by any of the Participants (as defined in the Participation Agreement referenced herein) shall have occurred under that certain Participation Agreement dated as of the Effective Date among the Incremental Term Loan Lenders and the Participants (as defined therein) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Participation Agreement"). In the event that the Bond Interest Payment shall not have been made with the proceeds of a Term Loan Commitment Increase by 5:00 p.m. (Eastern time) on February 12, 2002, the Administrative Agent shall deliver a Blockage Notice to the trustee for the Refinancing Securities based upon the existence of the Specified Defaults and any other Events of Default occurring after the Fifth Amendment Date. (c) The agreement by the Lead Arranger, the Syndication Agent, the Documentation Agent, the Administrative Agent and the Credit Parties to grant the forbearance herein shall be effective only with respect to the Specified Defaults and shall automatically cease to be of any force or effect, and except to the extent set forth in the foregoing clause (b), the Lead Arranger, the Syndication Agent, the Documentation Agent, the Administrative Agent and the Credit Parties shall be entitled to exercise all of their rights and remedies under the Credit Agreement and the other Loan Documents and under Applicable Law, in the event that (i) any Default or Event of Default (other than any Specified Default) shall occur or exist under the Credit Agreement or any of the other Loan Documents or otherwise(ii) any default or event of default by any of the Participants (as defined in the Participation Agreement) shall occur under the Participation Agreement (each such event referred to in the foregoing clauses (i) and (ii) being herein referred to as a "Forbearance Default"). (d) The agreement by the Lead Arranger, against the Syndication Agent, the Documentation Agent, the Administrative Agent and the Credit Parties to grant the forbearance herein shall not be construed to limit in any manner the effectiveness of any restriction or limitation set forth in the Credit Agreement and the other Loan Documents which is applicable to the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that its Subsidiaries and permits the Borrower and the Subsidiary Guarantors shall comply its Subsidiaries to engage in certain activities only during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance absence of any Default or Event of Default; provided further that , other than to the agreement extent any such activity may be expressly permitted by this Agreement. Such restrictions and limitations shall remain in full force and effect notwithstanding the existence of the Participant Lenders temporarily Forbearance Period. (e) So long as (i) no Forbearance Default shall have occurred and (ii) the Borrower shall have made the Bond Interest Payment on or before February 12, 2002, the Expiration Date with respect to forbear the Forbearance Period shall not apply automatically extend to nor preclude 5:00 p.m. (Eastern time) on March 15, 2002, without any remedy available to further action necessary on the part of the Borrower, the Lead Arranger, the Syndication Agent, the Documentation Agent, the Administrative Agent or any of the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawCredit Parties. The parties hereto may further extend the Forbearance Period, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Eventbut the Lead Arranger, the agreement of Syndication Agent, the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demandDocumentation Agent, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed Credit Parties shall be under no obligation to exercise any and all of their respective rights and remedies under any or all do so. Any additional extension of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies Forbearance Period shall be in connection with any or all the sole discretion of the Defaults and Events of Default, including, without limitationLead Arranger, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoingSyndication Agent, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of Documentation Agent, the Administrative Agent and the Credit Parties and, if granted, shall be evidenced by a written instrument executed by the Required Lenders. (df) Execution of this Agreement constitutes a direction by clause (b) above, (i) the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent forbearance granted herein is not and shall not be required deemed to act if directed against constitute an undertaking by the Borrower or Lead Arranger, the Subsidiary Guarantors if such action is contrary to Syndication Agent, the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that Documentation Agent, the Administrative Agent and the Lenders now Credit Parties, or may in any of them, to forbear or refrain at any time from exercising any and all rights and remedies available to them under the future have under Credit Agreement or any or all of the other Loan Documents and/or applicable law in connection or under Applicable Law upon the occurrence of any Forbearance Default or the failure to comply with all Defaults any terms of this Agreement and Events (ii) it shall not seek to distrain or otherwise hinder, delay, or impair the Administrative Agent's efforts to realize upon the Collateral, or otherwise to enforce its rights and remedies pursuant to the Credit Agreement and the other Loan Documents. The provisions of Default (including without limitation this paragraph shall be specifically enforceable by the Specified Defaults)Administrative Agent.

Forbearance. (a) The Participant Lenders agree that until In reliance upon the expiration representations, warranties and covenants of the Forbearance PeriodBorrower contained in this Agreement, the Participant Lenders will temporarily forbear (and subject to the terms hereof) from the exercise and conditions of their default-related remedies under the Credit Agreementsthis Agreement, Loan Documents or otherwiseAgent and Lenders agree to forbear, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during until the Forbearance Period with all provisionsTermination Date, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any the Financing Agreements or all applicable law due to the occurrence of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (cb) For the avoidance of doubt, nothing herein limits the right Borrower agrees that all of the Administrative Obligations shall, if not sooner paid in accordance with the Financing Agreements, be absolutely and unconditionally due and payable in full in cash by the Borrower to Agent or the Lenders, including during and Lenders on the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the LendersTermination Date. (dc) Execution of this Agreement constitutes a direction by Upon the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees thatForbearance Termination Date, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Agent and Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver automatically and without further action terminate and be of no force and effect, it being understood and agreed that the effect of such Specified Defaults termination will be to permit Agent and that the Lenders expressly reserve to immediately exercise, without any further notice or forbearance of any kind, all of their rights and remedies that under the Administrative Agent Financing Agreements, applicable law or otherwise with respect to the Specified Defaults or any other Event of Default which shall exist or shall have occurred and the Lenders now or may in the future have under any or all be continuing at such time. (d) No termination of the Loan Documents and/or applicable law Financing Agreements shall relieve or discharge Borrower of its duties, covenants and obligations under the Financing Agreements until all Obligations have been indefeasibly paid and satisfied in connection with all Defaults full in immediately available funds on terms and Events conditions acceptable to Agent. Borrower hereby expressly waives any right to receive notification under Section 9-611 of Default (including without limitation the Specified Defaults)UCC or otherwise of any disposition of any Collateral by Agent, any Lender or their designees, and waives any rights under Sections 9-620(e) and 9-623 of the UCC.

Forbearance. The Servicer is hereby authorized to forbear in connection with its enforcement of Tax Liens, provided that the subject Property Owners comply with the individual terms and conditions of forbearance established by the Servicer in its sole discretion, but which shall include (a) The Participant Lenders agree that until the expiration repayment in full of the Forbearance PeriodAdjusted Redemptive Value of the applicable Tax Lien over a period ending no later than thirty-six (36) months from the applicable Conveyance Date, unless it is determined by the Servicer that an extension of the repayment period is in the best economic interest of the Issuer and/or the PACE Charge Lien Owner, as applicable, but in no event shall the repayment period exceed thirty-six (36) months from the due date of the first forbearance payment, (b) payments on a periodic basis directly to the Collateral Agent and Custodian for deposit to the MTAG Issuer Lockbox, (c) the requirement that all required payments accruing subsequently to the subject Tax Lien for the subject Property that if not paid could result in the creation of a further “tax lien” (as defined in the Section 11-301 of the City Admin. Code) on such Property (the “Subsequent Taxes and Assessments”) remain current, (d) an acknowledgement of the amount due with respect to the Tax Lien that is the subject of such forbearance, a waiver of any waivable defenses to any foreclosure action and any other similar stipulations deemed necessary or desirable by the Servicer, (e) other than with respect to Properties classified by the City as within Tax Class 1, the Participant Lenders will temporarily forbear (subject Property Owner agrees to permit access to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance Property for purposes of any Default or Event of Default; provided further Environmental Assessment relating thereto, (f) the Property Owner agrees that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawforeclosure action relating to the Property, including without limitationthe holder of the related Tax Lien shall have the right to appoint a receiver, and (g) such forbearance is evidenced by a written agreement executed by each of the Servicer and the Property Owner; provided, however, that the Servicer may not agree to any relief such forbearance (in respect of adequate protection writing or relief from any stay imposed under such law. (botherwise) Upon a Termination Event, until after the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waiveapplicable Closing Date. The Borrower details of such forbearance shall be maintained in the Servicer’s collection system. The Servicer shall provide the City and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed its representatives with access to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including such information during the Forbearance PeriodServicer’s customary business hours, to take any action to preserve or exercise rights or remedies against parties other than at the Borrower and the Subsidiary Guarantors ("Third Party Rights")City’s request. For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction Any reasonable expenses incurred by the Participant Lenders that the Administrative Agent act Servicer in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to negotiating and monitoring the terms and conditions of this Agreementforbearance shall be considered Lien Administration Expenses. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. (a) The Participant Lenders agree that until 1. For the expiration period beginning as of the date first above written (the “Commencement Date”) and ending 5:00 p.m., New York time, on May 15, 2003 (hereinafter referred to as the “Forbearance Period”), the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Requisite Lenders, for each Requisite Class Lender, without waiving, curing or ceasing the continuance of the Specified Events of Default, hereby agree to forbear from the exercise of any of their rights and remedies available under the Credit Agreement and the Credit Documents on account of the Specified Events of Default. The Administrative Agent’s and Lenders’ forbearance provided for herein shall be effective only with respect to the Specified Events of Default and shall automatically terminate and cease to be of force and effect, and the Administrative Agent and Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies as may be available under any or all of the Loan Documents and/or Credit Agreement and under applicable law, includingupon or after the occurrence of any other Event of Default or a default under the terms of this Forbearance Agreement (individually a “Forbearance Default” and, without limitationcollectively, their respective rights the “Forbearance Defaults”). 2. The Requisite Lenders’ agreement to forbear as set forth above is subject to the following conditions, which shall be applicable throughout the Forbearance Period, and remedies in connection the failure to comply with any or all of the Defaults and Events of these conditions shall be deemed to be a Forbearance Default, including, without limitation, the Specified Defaults.: (ca) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including The Credit Parties agree that during the Forbearance Period, no Credit Parity, nor its Subsidiaries, shall directly or indirectly, declare, order, pay, make or set apart any sum to take effectuate any action payment to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes holders of the foregoingSubordinated Indebtedness; and (b) No later than May 7, 2003 at 9:00 a.m. New York Time, the Borrower agrees to deliver to the Agent and its counsel a revised version of the Subsidiary Guarantors acknowledge 2003-2007 Plan (the “Revised Business Plan”), which Revised Business Plan shall incorporate cost savings and other reductions that the Credit Parties’ management has identified; and (c) The Credit Parties agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of to deliver to the Administrative Agent (i) on May 2, 2003 a thirteen (13) week budget for the Credit Parties, (ii) on May 9, 2003 an updated (13) week budget and (iii) on May 13, 2003, a summary of the Lenders.disbursements made by the Credit Parties during the week ending May 9, 2003; and (d) Execution No additional Defaults or Events of this Agreement constitutes a direction by Default other than the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in Specified Events of Default shall occur or exist under the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower Agreement or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement.any other Credit Documents; and (e) The Borrower and Guarantors shall throughout the Subsidiary Guarantors acknowledge term of this Agreement continue to make a full and complete disclosure of all material aspects of their financial condition and business operations in accordance with the terms of the Credit Agreement. 3. During the Forbearance Period and provided no Forbearance Default exists, and further provided that the terms and conditions of this Forbearance Agreement are satisfied, the Requisite Lenders agree that they will not accelerate, or will not direct the agreement Administrative Agent to accelerate, the indebtedness owed to the Lenders under the Credit Agreement or otherwise exercise any of their rights and remedies, in each case, as a result of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect Specified Events of Default outlined herein. Notwithstanding any of the foregoing or any other provision herein which may be construed to the Specified Defaults shall contrary, although at this time the Requisite Lenders have elected not constitute a waiver to charge interest at the default rate as set forth in Section 2.7 of such Specified Defaults and that the Credit Agreement, the Lenders expressly reserve all rights and remedies that to do so at any time after the Administrative Agent and the Lenders now or may in the future have under any or all termination of the Loan Documents and/or applicable law in connection with all Defaults and Forbearance Period, which default rate of interest may be charged retroactively to the date of the Specified Events of Default (including without limitation the Specified Defaults)Default.

Forbearance. (a) The Participant Lenders agree that until Each Loan Party specifically acknowledges the expiration existence and continuation of the Forbearance PeriodLiquidity Period and the Specified Default. In reliance on the representations, the Participant Lenders will temporarily forbear (warranties, covenants and agreements contained in this Agreement, and subject to the terms hereof) from satisfaction of each condition precedent set forth in Section 4 hereof but only so long as the exercise of their default-related remedies under Forbearance Termination Date shall not have occurred and except as permitted by this Agreement, the Credit AgreementsAdministrative Agent, Loan Documents or otherwisethe Swingline Lender, against the Borrower Issuing Bank and the Subsidiary Guarantors solely Lenders hereby agree to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply forbear during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable from exercising their rights and remedies under any of the Loan Documents during and applicable law arising as a result of the occurrence or continuance of the Specified Default and the Potential Defaults. Notwithstanding the foregoing, the forbearance granted by the Administrative Agent, the Swingline Lender, the Issuing Bank, and the Lenders shall not constitute, and shall not be deemed to constitute, (a) a waiver of the Specified Default, the Potential Defaults, or of any other Default or Event of Default; provided further that Default under the agreement Loan Documents or (b) a waiver of any rights or remedies arising under the Loan Documents as a result of the Participant Lenders temporarily existence and continuance of the Liquidity Period. On and after the Forbearance Termination Date, the Administrative Agent’s, the Swingline Lender’s, the Issuing Bank’s and the Lenders’ agreement hereunder to forbear shall not apply to nor preclude terminate automatically without further act or action by any remedy available to such Persons, and the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination EventAgent, the agreement of Swingline Lender, the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent Issuing Bank and the Lenders may at any time thereafter proceed shall be entitled to exercise any and all of their respective rights and remedies available to them under this Agreement or the other Loan Documents, at law, in equity or otherwise without any further lapse of time, expiration of applicable grace periods or requirements of notice, all of the which are hereby expressly waived by each Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) Party. For the avoidance of doubt, nothing herein limits (i) the right of foregoing forbearance shall not prohibit the Administrative Agent from delivering notices relating to the Borrowing Base or the Lendersnotices of any other Defaults, including during the Events of Default or a Forbearance PeriodTermination Event, to take (ii) any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes Overadvance that occurs under Section 2.24 of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Credit Agreement shall constitute not be subject to forbearance, and (iii) the making of any necessary demand foregoing forbearance shall not limit or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of prohibit the Administrative Agent and the Lenders. (d) Execution from making Protective Advances in its discretion pursuant to Section 2.25 of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. (a) The Participant 2.1 Effective as of the date hereof, Administrative Agent and the Lenders signatory hereto, constituting Required Lenders, hereby agree that until the expiration or termination of the Forbearance Period, the Participant Lenders they will temporarily forbear from exercising default-related rights and remedies against the Borrowers or any other Obligor solely with respect to (i) the Alleged Asset Coverage Ratio Default; (ii) the accuracy of any Compliance Certificate insofar as it concerns the Asset Coverage Ratio as of March 31, 2016; and (iii) any cross-default to the Term Loan Agreement arising from matters that are subject to the terms hereof) from Term Loan Forbearance Agreement for so long as such agreement shall remain ine effect (collectively, the exercise of their default-related remedies under the Credit Agreements“Subject Defaults”); provided, Loan Documents however, that nothing herein shall restrict, impair or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions otherwise affect any Lender’s or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective Agent’s rights and remedies under any agreements (including, without limitation, the Intercreditor Agreement) containing subordination provisions in favor of any or all of the Lenders or the Administrative Agent (including, without limitation, any rights or remedies available to the Lenders or the Administrative Agent as a result of the occurrence or continuation of the Alleged Asset Coverage Ratio Default) or amend or modify any provision thereof. 2.2 As used herein, the term “Forbearance Period” shall mean the period beginning on the date hereof and ending on the earlier to occur of (the occurrence of clause (i) or (ii), a “Termination Event”): (i) any Forbearance Default (as hereinafter defined) or (ii) June 6, 2016, at 11:59 p.m. New York time. As used herein, the term “Forbearance Default” shall mean (A) the occurrence of any Default or an Event of Default other than the Subject Defaults, (B) the failure of any Borrower or any other Obligor to comply timely with any term, condition, or covenant set forth in this Agreement, (C) the failure of any representation or warranty made by any Borrower or any other Obligor under or in connection with this Agreement to be true and complete in all material respects as of the date hereof, (D) the repudiation and/or assertion of any defense by any Obligor with respect to this Agreement or any Loan Documents Document or the pursuit of any claim by any Obligor against the Administrative Agent, any Issuing Bank, any Lender, or any other Indemnitee of any of the foregoing, and/or applicable law(E) the termination or expiration of any other forbearance granted by another creditor of any of the Obligors (including of the forbearance pursuant to the Term Loan Forbearance Agreement) or taking of an enforcement action or other exercise of any or all rights and remedies (including delivery of any notice of default or event of default or similar notice) by any such creditor (including by the Term Loan Agent, any “Lender” under (and as defined in) the Term Loan Credit Agreement or any other holder of obligations under the Term Loan Credit Agreement or by any holder of obligations under the Senior Notes Indenture) or acceleration by such creditor of indebtedness owing to such creditor, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that Term Loan Agent, any “Lender” under (and as defined in) the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to Term Loan Credit Agreement or any other holder of obligations under the contrary in Term Loan Credit Agreement or by an holder of obligations under the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this AgreementSenior Notes Indenture. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. Subject to the terms and conditions set forth herein, from the date this Agreement is fully executed and delivered by the parties (the "Effective Date") through the earlier of (a) The Participant the date on which the Loan Parties fail to comply with the covenants contained in Section 7 of this Agreement, (b) the date of the commencement by the Borrower of a voluntary bankruptcy, insolvency, reorganization or other similar proceeding or the commencement of any similar non-voluntary case or proceeding with respect to the Borrower that remains undismissed or stayed for a period of 30 days following the date of filing, and (c) 12:00 noon (EST) on April 30, 2011 (the "Forbearance Period"), the Senior Lenders hereby agree to forbear from exercising any and all rights or remedies available under the Senior Loan Documents or applicable law as a result of the Specified Defaults, but only to the extent that until such rights and remedies arise solely as a result of the occurrence and continuation of the Specified Defaults; provided, however, that in each case, the Senior Lenders shall be free to exercise any or all rights and remedies arising on account of any Specified Default at the end of the Forbearance Period; provided further, that except as expressly set forth herein, this Agreement shall not operate as a waiver, amendment or modification of the Senior Loan Documents. Notwithstanding anything contained in the Senior Loan Documents or this Agreement to the contrary, the Borrower will be entitled to repay the Bridge Notes (other than with proceeds from the New Facility) during the Forbearance Period and that upon such repayment of the Bridge Notes, the Specified Default will be deemed cured and the Senior Lenders will not be entitled to exercise any rights or remedies by virtue of the Specified Default following the expiration of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. (a) The Participant Lenders agree So long as no Event of Default, other than the Existing Defaults, occurs or exists, subject to the terms and conditions set forth herein, Lender agrees that until the expiration of during the Forbearance Period, the Participant Lenders Lender will temporarily forbear not (subject x) exercise any default remedy available to the terms hereof) from the exercise of their default-related remedies Lender under the Credit Agreements, any Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective Document or applicable under law; (y) enforce collection from any Borrower or any Guarantor of any of the Loan Documents during the continuance of Obligations; or (z) foreclose on its security interest in any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall Collateral (as defined in all Loan Documents) (a) Compliance with the terms of Section 13.3 of Loan Agreement are waived until the date that Borrower raises equity or subordinated debt on terms and conditions that are accepted by Lender, but not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawlater than January 1, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law2009. (b) Upon a Termination EventCompliance with terms of Sections 5.16 and 5.17 of Credit Agreement are waived until the date that Borrower raises equity or subordinated debt on terms and conditions that are accepted by Lender, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demandbut not later than January 1, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults2009. (c) For To the avoidance extent that Borrower shall fail to repay the obligations owing on the 10% callable convertible promissory notes when due, compliance with Section 7.1(e) of doubtCredit Agreement shall be waived, nothing herein limits unless and until the right date that Borrower raises equity or subordinated debt on terms and conditions that are accepted by Lender, but not later than January 1, 2009. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Lender of the Administrative Agent any Obligations or the Lenders, including during the Forbearance Period, to take of any action to preserve or exercise rights or remedies against parties Event of Default other than the Borrower and Existing Defaults, or of any Event of Default which may arise in the Subsidiary Guarantors ("Third Party Rights"). For purposes of future after the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery date of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance Agreement. If Borrower does not comply with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower Agreement and the Subsidiary Guarantors acknowledge Loan Documents, as modified herein, Lender shall have no further obligations under this Agreement and agree that the agreement of the Participant Lenders hereunder shall be permitted to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of exercise at such Specified Defaults and that the Lenders expressly reserve all time any rights and remedies against Borrower as it deems appropriate in its sole and absolute discretion. Borrower understands that Lender has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the Administrative Agent and the Lenders now or may in the future have under any or all end of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)Forbearance Period.

Forbearance. (a) Each Company hereby acknowledges that (a) the Designated Default occurred on April 1, 2018 and is continuing and (b) the Forbearance Period provided for and as defined in the May 4th Forbearance and Amendment Agreement terminated on June 30, 2018, the occurrence of which entitles the Creditor Parties to exercise their rights and remedies under the Purchase Agreement, the Related Agreements and applicable law. (b) No Creditor Party has waived, presently does not intend to waive and may never waive such Designated Default and nothing contained herein or the transactions contemplated hereby shall be deemed to constitute in any manner whatsoever any such waiver. Each Company hereby acknowledges that Creditor Parties have the presently exercisable right to declare the Liabilities to be immediately due and payable under the ▇▇▇▇▇▇ of the Purchase Agreement and the Related Agreements. (c) Subject to satisfaction of the conditions of effectiveness set forth in Section 8 of this Amendment Agreement, during the period (the “Forbearance Period”) commencing on June 30, 2018 and ending on the earlier to occur of (a) September 30, 2018 and (b) the occurrence of any Forbearance Default (as defined in Section 3(e) of this Amendment Agreement), Creditor Parties will forbear from exercising their rights and remedies under the Purchase Agreement, the Related Agreements and applicable law solely in respect of the Designated Default. Notwithstanding the foregoing, nothing contained herein shall impair in any manner whatsoever Creditor Parties’ rights 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 Liabilities, in each case, in accordance with the terms of the Purchase Agreement and the Related Agreements. The Participant Lenders agree that until Creditor Parties may consider extending the expiration date of the Forbearance Period, but any such extension will be determined by the Creditor Parties in their sole and absolute discretion and, if provided at all, shall only be made on terms and conditions satisfactory to the Creditor Parties in their sole and absolute discretion. Among other factors which the Creditor Parties may consider in determining whether to extend the expiration date of the Forbearance Period are the Companies’ financial performance, the Companies’ compliance with the June 30, 2018 and September 30, 2018 “Operating Margin” financial covenants under Section 8.23(a), the occurrence of no Events of Default (other than the Designated Default) and the Creditor Parties’ receipt of evidence satisfactory in all respects to the Creditor Parties demonstrating that satisfactory progress (as determined by the Creditor Parties in their sole and absolute discretion) has been made by the Companies in connection with their diligent and good faith efforts to refinance the Liabilities by September 30, 2018. No such extension, if provided at all, shall be effective unless in a writing executed by the Creditor Parties and the Companies, and acknowledged and agreed to by the Guarantors. (d) Upon the termination of the Forbearance Period, the Participant Lenders will temporarily agreement of Creditor Parties to forbear (subject with respect to the terms hereof) from Designated Default shall automatically and without further action terminate and be of no further force and effect, it being expressly agreed that the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability effect of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise termination will be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply permit Creditor Parties to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under (i) exercise such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under immediately without any further notice, passage of time or all forbearance of any kind and (ii) charge the Default Interest Rate (as defined in Section 1.7 of the Loan Documents and/or applicable lawNote) retroactively to April 1, including2018, without limitation, their respective rights which such Default Interest Rate charges shall be due and remedies in connection with any or all of payable on the Defaults and Events of Default, including, without limitation, the Specified Defaults. next Interest Payment Date (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary as defined in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this AgreementNote). (e) The Borrower and occurrence of any Event of Default (other than the Subsidiary Guarantors acknowledge and agree that the agreement Designated Default) shall constitute a Forbearance Default. As of the Participant Lenders hereunder date hereof, neither the Companies nor the Creditor Parties have any actual knowledge of any Events of Default other than the Designated Default. (f) Subject only to forbear from exercising Section 3(c) of this Amendment Agreement, Creditor Parties reserve the right, in their default-related remedies with respect sole discretion, to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under exercise any or all of their rights and remedies under the Loan Documents and/or Purchase Agreement, the Related Agreements and applicable law in connection with all Defaults and Events as a result of any Event of Default (including without limitation other than the Specified DefaultsDesignated Default), and no Creditor Party has waived any of such rights or remedies, and nothing in this Amendment Agreement, and no delay on their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remedies.

Forbearance. (a) The Participant Lenders Notwithstanding anything to the contrary in the Note Purchase Agreement, the Holders party hereto, constituting the Required Holders, hereby agree that until the expiration of to, during the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies available to them under any or all of the Loan Note Purchase Agreement, the Collateral Documents, the other Financing Documents and/or and applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of DefaultLaw, including, without limitation, the Specified Defaults. (c) For right to declare the avoidance of doubt, nothing herein limits the right of Notes immediately due and payable and to direct the Administrative Agent to instruct the Collateral Agent to exercise any rights and remedies with respect of the Collateral (collectively, “Enforcement Actions”) solely in respect of (i) a Restructuring Default, (ii) the Change of Control of the Parent Guarantor (if any) in accordance with the Restructuring Support Agreement, and (iii) the release of the Parent Guarantee in accordance with the Restructuring Support Agreement. The Company and the Parent Guarantor acknowledge and agree that, on the Forbearance Termination Date, the agreement of the Holders party hereto to forbear from taking Enforcement Actions with respect to the matters listed in items (i) to (iii) of this Section 2 shall immediately and automatically cease and be of no further force or effect, and the LendersHolders party hereto, constituting the Required Holders, and the Agents shall be entitled to immediately take any Enforcement Actions, all without further notice or demand (other than any notice or demand required under the Note Purchase Agreement, the other Financing Documents and applicable Law), in respect of any Restructuring Default then existing. Nothing in this Agreement shall restrict, impair or otherwise affect the Secured Parties’ right or ability to, including during the Forbearance Period, to (a) take any action in order to preserve create, perfect, preserve, protect or exercise evidence (but not enforce its rights or remedies against parties other than with respect to) the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of Secured Parties’ Lien on any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act Collateral in accordance with its terms. Each Participant Lender agrees thatthe Financing Documents, notwithstanding anything (b) file any necessary responsive or defensive pleadings (including, without limitation, cross-claims and/or counterclaims) in opposition to any motion, claim, action or proceeding by any Person to object to, disallow or determine invalid, unperfected or avoidable any Liens under the contrary in the Credit AgreementsCollateral Documents, the Administrative Agent shall not be required to act if directed against Collateral or any claims of the Borrower or the Subsidiary Guarantors if such action is contrary to Secured Parties, (c) enforce the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement , if any creditor or any other holder of any debt of the Participant Lenders hereunder Parent Guarantor, the Company or any Guarantor (other than with respect to forbear from exercising their default-related the Notes) exercises, or seeks to exercise, any right or remedy against any portion of the Collateral, or (d) take any action against such creditor or other holder of any debt of the Parent Guarantor, the Company or any Guarantor to protect or enforce the Secured Party’s rights or remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)Collateral.

Forbearance. (a) The Participant Lenders Effective as of the Forbearance Effective Date (as defined below), the Noteholders agree that that, until the expiration of the Forbearance PeriodPeriod (as defined below), they will forbear from exercising, and shall direct the Indenture Trustee, and by signature hereto so direct the Indenture Trustee pursuant to Section 6.5 of the Indenture, not to exercise, any rights and remedies against the Company or the Subsidiaries that are available under the Indenture, the Participant Lenders will temporarily forbear (subject Intercreditor Agreement, the Collateral Agreements and/or applicable law solely with respect to the terms hereofSpecified Existing Defaults and any Anticipated Defaults (excluding, however, the Noteholders’ right to charge default interest on the Notes (including on all unpaid interest on the Notes to the extent provided under the Indenture) from during the Forbearance Period); provided, however, that nothing herein shall restrict, impair or otherwise affect the exercise of their default-related remedies the Noteholders’ rights under the Credit Agreementsthis Agreement, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear no such forbearance shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection constitute a waiver with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, respect to any relief in respect such Specified Existing Defaults, Anticipated Defaults or any other Events of adequate protection or relief from any stay imposed Default under such lawthe Indenture. (b) Upon As used herein, the term “Forbearance Period” shall mean the period beginning on the date hereof and ending upon the occurrence of a Termination Event. As used herein, “Termination Event” shall mean the agreement earlier to occur of (i) August 15, 2007; and (ii) two business days after the Participant Lenders hereunder delivery by the Noteholder Group to forbear from exercising their default-related remedies the Company and Lender of a written notice terminating the Forbearance Period (the “Termination Notice”), which notice may be delivered at any time upon or after the occurrence of any Forbearance Default (as defined below); provided, however, that notwithstanding the foregoing, (x) this Agreement shall immediately terminate two (2) business days after the occurrence of a Forbearance Default under subsection (D) below without the requirement need for delivery of the Termination Notice or any demandother notice, presentmentand (y) this Agreement shall immediately terminate upon the occurrence of a Forbearance Default under subsection (J) below, protest without the need for delivery of the Termination Notice or notice any other notice. As used herein, the term “Forbearance Default” shall mean: (A) the failure of any kindthe Company to provide the Noteholder Group and its financial advisors with reasonable access, all as determined by the Noteholder Group in its reasonable discretion, to its Chief Executive Officer, other senior executives and outside advisors, including representatives of which ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ that are working with the Borrower Company, and to provide the Subsidiary Guarantors hereby waive. The Borrower Noteholder Group and the Subsidiary Guarantors agree that the Administrative Agent its legal and the Lenders may at any time thereafter proceed to exercise financial advisors with any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Defaultdue diligence information they may reasonably request, including, without limitation, the Specified Defaults. Company’s current 13-week cash flow schedule, and all updates thereto as soon as reasonably practicable after they are prepared, but in no event no later than two (c2) For business days thereafter; (B) the avoidance of doubt, nothing herein limits the right failure of the Administrative Agent Company to engage in good faith negotiations with the Noteholder Group regarding a potential restructuring transaction, which determination shall be made by the Noteholder Group in its reasonable discretion; (C) the failure of the Company to promptly notify the Noteholder Group of the occurrence of a Forbearance Default (as defined in the DDJ Forbearance Agreement) under the DDJ Forbearance Agreement or any amendment or modification to the DDJ Forbearance Agreement; (D) termination of the DDJ Forbearance Agreement; (E) the execution of any amendment or modification to the DDJ Forbearance Agreement, which amendment or modification has a material adverse effect on the Noteholder Group as determined by the Noteholder Group in its reasonable discretion; (F) termination by the Company of the ▇▇▇▇▇▇ Engagement Letter (as defined below) or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes failure of the foregoingCompany to pay ▇▇▇▇▇▇’▇ fees, the Borrower expenses and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act indemnity in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of the ▇▇▇▇▇▇ Engagement Letter (as defined below); (G) the occurrence of any Event of Default that is neither a Specified Existing Default, nor an Anticipated Default; (H) the failure of the Company to comply with any term, condition, covenant or agreement set forth in this Agreement. ; (eI) The Borrower the failure of any representation or warranty made by the Company under this Agreement to be true and the Subsidiary Guarantors acknowledge and agree that the agreement correct in all material respects as of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to date when made; (J) the Specified Defaults shall not constitute a waiver of such Specified Defaults and that commencement by or against the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now Company or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events Subsidiaries of Default a case under title 11 of the United States Code; or (including without limitation K) the Specified Defaults)commencement of any action or proceeding by any creditor of the Company or any of the Subsidiaries seeking to attach or take similar action against the assets of the Company or the Subsidiaries.

Forbearance. (a) 2.1 The Participant Lenders agree that until the expiration Lender Group hereby agrees, as of the Forbearance PeriodEffective Date (as defined below), to forbear from exercising any rights or remedies under Section 8.1 of the Credit Agreement with respect to the Designated Events of Default until the earliest of any of the following: (i) the date of the occurrence of a breach or default under this Agreement; (ii) the date of the occurrence of a Default or Event of Default that is not a Designated Event of Default; or (iii) March 2, 2009 (collectively, the Participant Lenders will temporarily forbear (subject “Forbearance Termination Date”). 2.2 Each Borrower and Guarantor hereby acknowledge and agree that upon the Forbearance Termination Date, the forbearance provided under this Section 2 shall terminate and the Lender Group shall have the right to exercise any and all rights and remedies under Section 8.1 of the Credit Agreement or otherwise under the Loan Documents or under applicable law or at equity due to the terms hereof) existence of the Designated Events of Default. Each Borrower and Guarantor hereby further acknowledge and agree that, from and after the exercise Forbearance Termination Date, the Lender Group shall be under no obligation of their default-related any kind whatsoever to forbear from exercising any remedies on account of the Designated Events of Default or any other Event of Default (whether similar or dissimilar to the Designated Events of Default). 2.3 The foregoing notwithstanding, if and to the extent that the Lender Group continues to make Advances or otherwise extend credit under the Credit AgreementsAgreement, Loan Documents or otherwise, against notwithstanding the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance occurrence of any Default or Event of Default; provided further that the agreement , whether specified herein or otherwise, (a) such Advances or other extension of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy credit which hereafter may be made available to Borrowers shall be made, issued, caused to be issued, or executed, as applicable, in the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawLender Group’s sole and absolute discretion, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. and (b) Upon no such action shall be construed as (i) a Termination Event, the agreement waiver or forbearance of any member of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without Lender Group’s rights, remedies, and powers against Borrowers, Guarantors or the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, Collateral (including, without limitation, the Specified Defaults. (c) For right to terminate without notice the avoidance making of doubt, nothing herein limits the right of the Administrative Agent Advances or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand other extensions of credit under the Credit Agreement) or the giving of any necessary notice for purposes of preserving and/or permitting the exercise (ii) a waiver of any such Third Party Rights Default or Event of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower Default or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Designated Events of Default (including without limitation the Specified Defaults)Default.

Forbearance. (a) The Participant Lenders Effective as of the Second Amended Forbearance Effective Date (as defined below), the Noteholders agree that that, until the expiration of the Second Forbearance Period (as defined below), they will forbear from exercising, and shall direct the Indenture Trustee, and by signature hereto so direct the Indenture Trustee pursuant to Section 6.5 of the Indenture, not to exercise, any rights and remedies against the Company or the Subsidiaries that are available under the Indenture, the Intercreditor Agreement, the Collateral Agreements and/or applicable law solely with respect to the Specified Existing Defaults (excluding, however, the Noteholders’ right to charge default interest on the Notes (including on all unpaid interest on the Notes to the extent provided under the Indenture) during the Second Forbearance Period); provided, the Participant Lenders will temporarily forbear (subject to the terms hereof) from however, that nothing herein shall restrict, impair or otherwise affect the exercise of their default-related remedies the Noteholders’ rights under the Credit Agreementsthis Second Amended Forbearance Agreement, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear no such forbearance shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection constitute a waiver with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, respect to any relief in respect such Specified Existing Defaults or any other Events of adequate protection or relief from any stay imposed Default under such lawthe Indenture. (b) Upon As used herein, the term “Second Forbearance Period” shall mean the period beginning on the date hereof and ending upon the occurrence of a Termination Event. As used herein, “Termination Event” shall mean the agreement earlier to occur of (i) October 17, 2007; and (ii) two business days after the Participant Lenders hereunder delivery by the Noteholder Group to forbear from exercising their default-related remedies the Company and Lender of a written notice terminating the Second Forbearance Period (the “Termination Notice”), which notice may be delivered at any time upon or after the occurrence of any Forbearance Default (as defined below); provided, however, that notwithstanding the foregoing, (x) this Second Amended Forbearance Agreement shall immediately terminate two (2) business days after the occurrence of a Forbearance Default under subsection (D) below without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all need for delivery of the Loan Documents and/or applicable lawTermination Notice or any other notice, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (cy) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).Second Amended

Forbearance. Without limiting Sections 2 and 4 of this Agreement, Administrative Agent and Required Lenders hereby agree as of the Forbearance Effective Date to forbear from exercising any rights or remedies under the Loan Documents arising solely out of the Specified Events of Default until the date (the “from exercising any rights or remedies under the Loan Documents arising solely out of the Specified Events of Default until the date (the “Forbearance Termination Date” that is the earliest of (a) The Participant Lenders agree that until November 20, 2009, (b) the expiration occurrence of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any a Default or Event of Default (other than a Specified Event of Default; provided further that ) or (c) the agreement occurrence of a breach or default by Borrower or any other Loan Party under this Agreement (the Participant Lenders temporarily period beginning on the Forbearance Effective Date being referred to forbear herein as the “Forbearance Period”). The forbearance shall not apply to nor preclude any remedy available only to the Administrative Agent Specified Events of Default and not to any other Defaults or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawEvents of Default, including without limitation, any other existing Defaults or Events of Default known or not known to Administrative Agent and Lender or Borrower or any relief in respect other Loan Party at this time and any Defaults or Events of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination EventDefault occurring after the date hereof, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and reserve all of their respective rights to exercise rights and remedies under any or all of the Loan Documents and/or applicable lawupon the occurrence of any such other Default of Event of Default at any time, including, without limitation, their respective before the expiry or termination of the Forbearance Period. The parties hereto agree that neither the agreements of Administrative Agent and the Lenders herein nor the acceptance by Administrative Agent or the Lenders of any of the payments provided for in the Loan Documents, nor any payment prior to the date hereof shall (i) excuse Borrower or any other Loan Party from any of its obligations under the Loan Documents, or (ii) toll the running of any time periods applicable to any such rights and remedies in connection with any or all of the Defaults and Events of Defaultremedies, including, without limitation, any grace periods with respect to Defaults under the Specified Defaults. (c) For the avoidance Loan Documents or otherwise. Each of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes other Loan Parties agrees that it will not assert laches, waiver or any other defense to the enforcement of any of the foregoing, Loan Documents based upon the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery agreements of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now to forbear herein or may the acceptance by Administrative Agent or the Lenders of any of the payments provided for in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation or any payment prior to the Specified Defaults)date hereof.

Forbearance. (a) The Participant Lenders agree that until the expiration of the Forbearance Period, the Participant Lenders will temporarily forbear (subject Subject to the terms hereof) and conditions of this Agreement, including but not limited to Lender’s receipt of a payment of all remaining amounts outstanding, including interest, fees and expenses and any other amounts owed to the Lender from or on behalf of the exercise of their default-related Borrower on or before December 31, 2009, Lender agrees to forbear from exercising its rights and remedies under the Credit Financing Agreements, Loan Documents applicable law or otherwiseotherwise until the earliest to occur of (a) December 31, against 2009, (b) the Borrower third day following any Fundamental Transaction (as defined in the Bridge Note), and the Subsidiary Guarantors solely to the extent the availability (c) Borrower’s breach of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance terms and provisions of this Agreement or any Default or Event of Default; provided further that Default under and as defined in the agreement of Bridge Note (other than pursuant to Section 6(a)(i) thereof) (the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law“Termination Date”). (b) Upon a the Termination EventDate, the agreement of the Participant Lenders hereunder Lender to forbear from exercising their default-related remedies shall immediately terminate automatically and without the requirement of any demand, presentment, protest further action or notice 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 the foreclosure of all collateral as described in the Financing Agreements; in each case without any further notice, passage of time or forbearance of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right Borrower agrees that all of the Administrative Agent Obligations under the Bridge Note shall, if not sooner paid, be absolutely and unconditionally due and payable in full in cash or other immediately available funds by Borrower to Lender on the Termination Date. No termination of any of the Financing Agreements or any provisions thereof shall relieve or discharge Borrower, or the LendersEnvision Guarantors, including during of their duties, covenants and obligations under the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower Financing Agreements and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand until all Obligations have been finally paid in full in cash or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lendersother immediately available funds. (d) Execution If after the date hereof the Company and/or its Subsidiaries in one or more transactions issues any debt or equity securities or otherwise obtains a loan for borrowed money in connection with any capital raising transaction (“Capital Raising Transaction”) in excess of this Agreement constitutes $500,000 in the aggregate for all such transactions, the Company shall repay a direction portion of the outstanding principal amount, and accrued interest thereon, hereunder at least equal to 25% of the gross proceeds (net of broker’s commissions) received by the Participant Lenders that the Administrative Agent act Company or such Subsidiary in accordance with its termssuch transaction(s). Each Participant Lender agrees that, notwithstanding anything to such repayment shall be made with one (1) Business Day following the contrary in date of receipt by the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if Company of such action is contrary to the terms of this Agreementproceeds. (e) The Beginning on April 12, 2009, the Note Amount (together with any capitalized interest thereon pursuant to the terms hereof) owed by Borrower to Lender shall bear interest at a rate of 15% per year. Such interest shall be payable monthly in arrears beginning on the first business day of each calendar month commencing the first calendar month after which the Borrower raises $100,000 in the aggregate (net of brokers’ commissions) for all Capital Raising Transactions. Any amounts of accrued interest not paid on the first business day for any calendar month after April 12, 2009 shall be compounded and added to the Subsidiary Guarantors acknowledge and agree that principal amount then outstanding under the agreement Bridge Note. (f) As additional consideration for the Lender agreeing to this Agreement, the Borrower shall issue 10,000 shares of common stock of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect Borrower to the Specified Defaults Lender. Such shares of common stock shall not constitute a waiver be duly and validly issued, fully paid and nonassessable, and free and clear of such Specified Defaults all Liens and that shall be delivered to the Lenders expressly reserve all rights and remedies that Lender within 5 business days after the Administrative Agent and the Lenders now or may in the future have under any or all signing of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)this Agreement.

Forbearance. From and after the Effective Date (aas defined below) The Participant Lenders agree and through the earlier of: (i) 4:30 p.m. Eastern Daylight Time on June 26, 2020, (ii) 4:30 p.m. Eastern Daylight Time on the third business day after the occurrence of the matters set forth on Schedule 3, and (iii) the occurrence and continuance of a Triggering Event (as defined herein) (the “Forbearance Period”), each of the Participating Counterparties shall and hereby agrees to forbear from exercising any of its rights or remedies, as applicable, under its respective Applicable Agreements in respect of the Acknowledged Events of Default; provided that, without limiting and subject to the foregoing, each Participating Counterparty shall be permitted during the Forbearance Period to request, demand, or provide notice of margin, collateral or payments under the Applicable Agreements or other applicable law; provided further that until nothing contained herein will prevent a Participating Counterparty from exercising any such rights or remedies that are required by FINRA Rule 4210 as long as the expiration applicable Participating Counterparty has exercised good faith efforts to obtain a waiver of, an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210. Except as expressly set forth in this Agreement, nothing contained in this Agreement shall be deemed to constitute a waiver of any Acknowledged Event of Default or any other default, event of default or termination event under any of the Applicable Agreements or an amendment, supplement or modification of any term or condition of any of the Applicable Agreements. Upon the termination of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily Participating Counterparties to forbear as set forth in this Section 1 shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall be void ab initio and immediately terminate without the requirement of any demand, presentment, protest protest, or notice of any kindkind (including any written notice of such termination or any obligation to provide notice of any default, event of default, termination event or exercise of remedies that may be required under such Applicable Agreement), all of which are hereby waived by the Borrower and the Subsidiary Guarantors hereby waiveCompanies. The Borrower Companies hereby acknowledge and agree that, upon the Subsidiary Guarantors agree termination of the Forbearance Period, the Participating Counterparties that the Administrative Agent and the Lenders are party hereto may at any time, and from time thereafter proceed to time, in their sole and absolute discretion, with respect to the Acknowledged Events of Default or any other default or event of default that may have occurred under the Applicable Agreements, exercise against any applicable Seller Entity (and its properties) any and all of their respective rights rights, remedies, powers and remedies privileges under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit such Applicable Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms applicable law and/or equity, all of this Agreement. (e) The Borrower which rights, remedies, powers and the Subsidiary Guarantors acknowledge and agree that the agreement privileges are fully reserved by each of the Participant Lenders hereunder Participating Counterparties, and without regard to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of any grace or notice periods provided under such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or Applicable Agreements, all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)which shall be deemed to have expired.

Forbearance. Borrower hereby acknowledges that (ai) The Participant Lenders Borrower has failed to comply with Section 9.1 of the Credit Agreement as a result of the existence of overdue accounts payable in amounts which are not otherwise permitted under such Section (the “Accounts Payable Default”), (ii) Borrower has failed to comply with Section 10.1 of the Credit Agreement as a result of its current ratio being less than 1.0 to 1.0 as of the end of the Fiscal Quarter ending December 31, 2008 (the “Current Ratio Default”, and together with the Accounts Payable Default, the “Specified Defaults”), and (iii) the Specified Defaults constitute Events of Default under the Credit Agreement. In reliance on the representations, warranties, covenants and agreements contained in this First Amendment, and subject to the satisfaction of each condition precedent set forth in Section 8 hereof but only so long as no Forbearance Period Termination Event shall have occurred, Administrative Agent (on behalf of the Banks) hereby agree that to forbear until the Forbearance Period Termination Date from exercising their rights and remedies arising as a result of the occurrence of the Specified Defaults. Notwithstanding the foregoing, the forbearance granted by Administrative Agent (on behalf of the Banks) pursuant hereto shall not constitute and shall not be deemed to constitute a waiver of any of the Specified Defaults or of any other Default or Event of Default under the Loan Papers. On and after the Forbearance Period Termination Date, or such earlier date on which a Forbearance Period Termination Event occurs, Administrative Agent’s (on behalf of the Banks) agreement hereunder to forbear shall terminate automatically without further act or action by Banks, and Administrative Agent and Banks shall be entitled to exercise any and all rights and remedies available to them under the Credit Agreement or any of the other Loan Papers, at law, in equity, or otherwise without any further lapse of time, expiration of applicable grace periods, or requirements of notice, all of which are hereby expressly waived by Borrower and the other Credit Parties. Borrower and the other Credit Parties hereby acknowledge and understand that upon the expiration or termination of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from if all the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors Defaults have not been waived in accordance with this First Amendment, or if there shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under at such time exist any of the Loan Documents during the continuance of any additional Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the , then Administrative Agent and Banks shall have the right to proceed to exercise any or all available rights and remedies, which may include foreclosure on the Lenders in connection with collateral for the Obligations and/or institution of legal proceedings. Administrative Agent and Banks shall have no obligation whatsoever to extend the Forbearance Period, waive any proceeding commenced under Defaults or Events of Default, defer any bankruptcy payments, or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to further forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaultsremedies. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. 1. For the period beginning as of the date first above written (the “Commencement Date”) and ending on the earlier to occur of (a) The Participant Lenders agree that until 5:00 p.m., New York time, on July 31, 2007 and (b) termination of this forbearance as provided herein (the expiration “Forbearance Period”), the Agent and the Lenders, without waiving, curing or ceasing the continuance of the Forbearance PeriodSpecified Events of Default, the Participant Lenders will temporarily hereby agree to forbear (subject to the terms hereof) from the exercise of any of their default-related rights and remedies available under the Credit Agreements, Agreement and the Loan Documents or otherwiseon account of the Specified Events of Default. In addition, against the Borrower Agent and the Subsidiary Guarantors Lenders hereby waive, solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisionsand so long as no Forbearance Default has occurred, limitationsSection 7.1 of the Credit Agreement; provided, restrictions however, neither the Agent nor any Lender shall have any obligation to issue, extend or prohibitions that would otherwise renew, and the Borrower shall not request the issuance, extension or renewal of, any Letter of Credit during the Forbearance Period. The Agent’s and Lenders’ forbearance provided for herein shall be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available only with respect to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawSpecified Events of Default and shall automatically terminate and cease to be of force and effect, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies as may be available under any or all of the Loan Documents and/or Credit Agreement and under applicable law, including, without limitation, their respective rights and remedies in connection with upon or after the occurrence of any other Default or all Event of Default under the Defaults and Credit Agreement or any Loan Document (other than the Specified Events of Default) or a default under the terms of this Agreement (individually a “Forbearance Default” and, including, without limitationcollectively, the Specified “Forbearance Defaults”). (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during 2. During the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than and provided that no Forbearance Default has occurred and that the Borrower terms and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery conditions of this Agreement shall constitute are satisfied, the making Lenders agree that they will not accelerate, nor direct the Agent to accelerate, the indebtedness owed to the Lenders under the Credit Agreement or otherwise exercise any of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights their rights and remedies, in each case, as a result of the Administrative Specified Events of Default outlined herein. As set forth in that certain Reservation of Rights Letter, dated as of May 20, 2007, from the Agent and to the Lenders. (d) Execution of this Agreement constitutes a direction by Borrower, commencing on May 20, 2007, all outstanding Obligations have been accruing interest at the Participant Lenders that the Administrative Agent act Default Rate in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in Section 1.5(d) of the Credit Agreements, Agreement. All outstanding Obligations shall continue to accrue interest from the Administrative Agent shall not be required to act if directed against date hereof until paid in full at the Borrower or Default Rate in accordance with Section 1.5(d) of the Subsidiary Guarantors if such action is contrary to the terms of this Credit Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. (a) The Participant Lenders agree that until the expiration of During the Forbearance PeriodPeriod (as defined below), the Participant Lenders will temporarily Lender agrees to forbear (subject to the terms hereof) from the exercise of their default-related instituting any remedies under the Credit Agreements, Loan Documents or otherwiseprovided, against (i) Borrower pays the base rate of interest due under the Loan Agreement on a current basis, and (ii) no lender under any other credit facility under which Borrower and is obligated accelerates the Subsidiary Guarantors solely to the extent the availability maturity of such facility upon default or otherwise exercises its remedies arises exclusively from as a lender under such facility (each a “Forbearance Termination Event”). Notwithstanding the Specified Defaults; provided that the Borrower foregoing, (i) any forbearance granted by Lender shall not constitute and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions not be construed or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance interpreted to constitute a waiver of any Default or Event of Default; provided further that Default which may now or hereafter exist under the agreement Loan Documents, and (ii) this Agreement and the forbearance granted by Lender hereunder shall not constitute an amendment or modification of any of the Participant Lenders temporarily to forbear Loan Documents. All other rights of Lender contained in the Loan Documents shall not apply to nor preclude any remedy available to remain in full force and effect. Upon the Administrative Agent termination of the Forbearance Period (as defined below), or earlier, upon the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect occurrence of adequate protection or relief from any stay imposed under such law. (b) Upon a Forbearance Termination Event, Lender shall have the agreement of the Participant Lenders hereunder right to forbear from exercising their default-related remedies shall immediately cease or terminate Lender’s forbearance hereunder, without the requirement of any further notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to replevy, protest or notice other formalities of any kind, all of which the Borrower and the Subsidiary Guarantors are hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed expressly waived by Borrower, whereupon Lender shall be entitled to exercise any and all of their respective rights and remedies available to Lender under any or all of the Loan Documents and/or applicable or at law, in equity or otherwise, including, without limitation, their respective rights institution of collection actions against the Borrower. All periods of limitation specified by statute and remedies in connection with all defenses of laches or waiver as to any Default or all Event of Default existing on the Defaults Effective Date or arising during the Forbearance Period (as defined below) will be tolled and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including otherwise suspended during the Forbearance Period. During the Forbearance Period, no payment of preferred or common dividends (“Dividends”) shall be made by Borrower to take its shareholders as long as any action to preserve Default or exercise rights or remedies against parties other than Event of Default exists, provided that the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required prohibited from paying any Dividends necessary in order to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. maintain Borrower’s tax status as a real estate investment trust (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified DefaultsREIT).

Forbearance. (a) The Participant Lenders agree that until In reliance upon the expiration representations, warranties and covenants of the Forbearance PeriodCredit Parties contained in this Agreement, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take and without waiving the Acknowledged Events of Default or any action to preserve other Default or exercise rights Event of Default that may now exist or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoingwhich may occur hereafter, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights each of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Forbearing Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary subject to the terms and conditions of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that , the Administrative Agent and the Forbearing Lenders now shall forbear from exercising any remedies that it or they may in have against the future have under Borrower or any other Credit Party or all their respective assets and properties solely as a result of the Loan Documents and/or applicable law in connection with all Defaults and occurrence of the Acknowledged Events of Default. Such forbearance does not apply to any Default, Event of Default (including other than the Acknowledged Events of Default) or other failure by the Borrower or any other Credit Party to perform in accordance with the Credit Agreement or any other Credit Document (including, without limitation limitation, this Agreement). Notwithstanding the Specified Defaults)foregoing forbearance with respect to each Acknowledged Event of Default during the Forbearance Period, for the avoidance of doubt, an Event of Default, to the extent having occurred and continuing, shall continue to exist for all purposes under the Credit Agreement and the other Credit Documents, and, as a result, (i) the Borrower may not give any Notice of Borrowing or make any Letter of Credit Request, and no Notice of Borrowing or Letter of Credit Request shall be honored during the Forbearance Period and (ii) no Auto-Extension Letter of Credit may be renewed or extended during the Forbearance Period to the extent that the Non-Extension Notice Date under any such Auto-Extension Letter of Credit occurs five (5) or more Business Days after the date hereof. The Administrative Agent, the Borrower and each Letter of Credit Issuer hereby agrees that, pursuant to Section 3.2(b) of the Credit Agreement, this Agreement shall constitute written notice that one or more applicable conditions specified in Article VIII of the Credit Agreement cannot be satisfied during the Forbearance Period and, therefore, no Letter of Credit Issuer shall permit the extension of any such Auto-Extension Letter of Credit to the extent that the Non-Extension Notice Date thereunder occurs during the Forbearance Period and not less than five (5) Business Days after the date hereof.

Forbearance. (a) The Participant Lenders Notwithstanding the Existing Defaults, and subject to the provisions of this Agreement, the Lender Parties agree that that, until the expiration or earlier termination of the Forbearance Period (as defined below), the Lender Parties will forbear from exercising their rights and remedies under the Loan Documents and/or applicable law solely with respect to the Existing Defaults; provided, however, that nothing herein shall restrict, impair or otherwise affect the exercise of the Lender Parties’ rights under this Agreement; and provided, further, that no such forbearance shall constitute a waiver with respect to the Existing Defaults (other than as set forth in the following sentence). Notwithstanding anything to the contrary contained herein, if, on or prior to the expiration (but not earlier termination) of the Forbearance Period, the Participant Lenders will temporarily forbear (subject Borrower Parties have satisfied the conditions to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders forbearance set forth in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination EventSection 4 below, the agreement of Lender Parties shall be deemed to have waived the Participant Lenders hereunder to forbear from exercising their default-related remedies Existing Defaults and shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed have no right to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law solely with respect to the Existing Defaults; provided that to the extent that any Borrower Party makes any payment(s) to the Lender Parties which payment(s) or any portion thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required, in connection with all any bankruptcy, insolvency, reorganization, dissolution, liquidation or other like proceeding or for any other reason, to be repaid or paid over to a custodian, trustee, receiver or any other party under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect as if such payment(s) had not been made and the Borrower Parties shall be primarily liable for the revived obligations. The foregoing sentence shall not be construed and is not intended to preclude the Lender Parties from exercising their rights and remedies under the Loan Documents and/or applicable law with respect to the existence of the Existing Defaults and Events after the expiration (other than expiration after satisfaction of Default (including without limitation the Specified Defaults).conditions to forbearance as set forth above) or earlier termination of the Forbearance Period. ​

Forbearance. Provided the Obligors strictly comply with all of the terms of this Agreement and no Forbearance Event of Default occurs: (a) The Participant Lenders agree that until the expiration of the Forbearance Period, the Participant Lenders will temporarily Lender agrees to forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under from seeking immediate payment of the full amount of the Obligations and exercising any other rights and remedies against any of the Loan Documents during Obligors or the continuance Collateral. The Lender’s agreement contained herein shall not nullify, extinguish, satisfy, release, discharge or otherwise effect the Obligors’ obligations to the Lender, or constitute a waiver of any Default or Event of Default; provided further . The Obligors acknowledge and agree that there is no promise, express or implied, on the agreement part of the Participant Lenders temporarily Lender to forbear forebear beyond October 31, 2009, and the Obligors further agree that if any of the terms or conditions of this Agreement are not satisfied within the sole discretion of the Lender, or any Forbearance Event of Default occurs, the Lender’s agreement to forebear shall, at the election of the Lender, immediately terminate and the Forbearance Period shall not apply to nor preclude any remedy available to terminate. As of the Administrative Agent or end of the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawForbearance Period the Lender shall have all of its rights and remedies, including without limitation, the right to any relief demand immediate payment in respect full of adequate protection or relief from any stay imposed under such lawthe Obligations. (b) Upon a Termination EventThe Lender will consider requests for additional Revolving Loans during the Forbearance Period in accordance with the terms of the Financing Agreement, as amended herein; provided, however, that if any of the terms or conditions of this Agreement are not satisfied within the sole discretion of the Lender, or any Forbearance Event of Default occurs, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders Lender may at any time thereafter proceed time, within its sole discretion, decline to exercise any make further Revolving Loans in accordance with the Financing Agreement and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent Revolving Loans shall not be required deemed to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute be a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)its right to refuse to make further Revolving Loans.

Forbearance. (ai) The Participant Lenders agree that until In reliance upon the expiration representations, warranties and covenants of Borrowers contained in this Agreement, and subject to the terms and conditions of this Agreement and any documents or instruments executed in connection herewith, Lender Group agrees to forbear from exercising, or causing the exercise of, its rights and remedies under the Loan Documents or applicable law in respect of or arising out of (i) the Existing Defaults, (ii) a Default or Event of Default arising pursuant to Section 2.18 of the Credit Agreement, or (iii) any other Default or Event of Default (other than any of the ones described in Exhibit D attached hereto and made a part hereof (each such excluded Default or Event of Default, individually, a "Specified Default," and collectively, the "Specified Defaults")) subject to the conditions contained herein for the period (the "Forbearance Period") commencing on the date hereof and ending on the earliest to occur of: (i) May 5, 2008, or (ii) the occurrence of a Termination Event (as hereinafter defined). (ii) Upon the termination of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily Lender Group to forbear shall not apply automatically and without further action terminate and be of no force and effect; it being expressly agreed that the effect of such termination will be to nor preclude permit Lender Group to exercise, or cause the exercise of, any remedy rights and remedies available to the Administrative Agent it, if any, immediately, without any further notice, passage of time or the Lenders in connection with forbearance of any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such lawkind. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (ciii) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms purpose of this Agreement. , "Termination Event" shall have the meaning given to such term in that certain Side Letter Agreement dated as of February 13, 2008, as amended by a certain First Amendment to Side Letter Agreement dated as of March 19, 2008, and a certain Second Amendment to Side Letter Agreement of even date herewith by and among Borrowers, Agents and Lenders (e) The Borrower and as so amended, the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults"Side Letter Agreement").

Forbearance. The Loan Parties acknowledge and agree that (a) The Participant Lenders agree that until the expiration Existing Events of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower Default have occurred and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower are continuing and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a upon the Forbearance Termination Event, Date (defined below) the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies forbearance provided under this Section 1 shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower Agents and Lenders shall have the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed right to exercise any and all of their respective rights and remedies under any Section 9.01 of the Credit Agreement or all of otherwise under the Loan Documents and/or or under applicable law, including, without limitation, their respective rights law or at equity due to such Existing Events of Default or any other Event of Default that has occurred and remedies in connection with any or all is continuing. The Agents and Lenders hereby agree as of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder date hereof to forbear from exercising their default-related any rights or remedies under Section 9.01 of the Credit Agreement or otherwise under the Loan Documents or under applicable law or at equity with respect to the Specified Defaults Existing Events of Default until the earliest of (i) the occurrence of a breach or default under this Agreement, (ii) the occurrence of a Default other than an Existing Event of Default, or (iii) December 29, 2008. The Loan Parties acknowledge and agree that, if any breach or default under this Agreement occurs, or if any Default other than an Existing Event of Default occurs, the Forbearance Termination Date shall not constitute a waiver be deemed to have occurred immediately prior thereto, this Section 1 shall cease to be effective, and the Agents and Lenders shall be entitled to (x) terminate all Commitments under the Credit Agreement and declare all of such Specified Defaults the Loans then outstanding to be due and that payable, whereupon the Lenders expressly reserve aggregate principal of all Loans, all accrued and unpaid interest thereon, all fees and all other amounts payable under the Credit Agreement and the other Loan Documents shall become due and payable immediately, without presentment, demand, protest or further notice of any kind and (y) exercise immediately their rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or and under applicable law in connection with all or at equity. Each Loan Party hereby further acknowledges and agrees that from and after the Forbearance Termination Date, the Agents and Lenders shall be under no obligation of any kind whatsoever to forbear from exercising any remedies on account of the Existing Events of Defaults and Events or any other Event of Default (including without limitation whether similar or dissimilar to the Specified DefaultsExisting Events of Default). It is the Agents’ and Lenders’ current intention not to grant any extensions to the forbearance period provided above.

Forbearance. Subject to, and effective as of, the Forbearance Effective Date: (a) The Participant Lenders agree Each Holder hereby agrees that until during the expiration Forbearance Period it will not (x) take any Remedial Action with respect to the Notes in connection with the Existing Default or the Payment Default or (y) sell, pledge, hypothecate or otherwise transfer any Notes, except to (A) a purchaser or other entity who agrees in writing with the transferor (with a copy to and for the benefit of the Forbearance PeriodM▇▇▇▇▇ Companies) prior to such transfer to be bound by all of the terms of this Agreement with respect to the relevant Notes being transferred to such purchaser, (B) a party who is already a signatory hereto, (C) an entity that, as of the Participant Lenders will temporarily forbear date hereof, was, and as of the date of transfer, continues to be an entity that controls, is controlled by or is under common control with the transferor; provided, however, that in the case of either (B) or (C) above, such party or entity, as the case may be, shall automatically and without further action be subject to the terms hereof) of this Agreement and deemed a party hereto. This Agreement shall in no way be construed to preclude any Holder from acquiring additional Notes, to the extent permitted by applicable law. However, such Holder shall, automatically and without further action, be subject to this Agreement with respect to any Notes so acquired. The foregoing limited forbearance shall not be construed to impair the ability of the Holders or the Indenture Trustee to exercise of their default-related any rights or remedies under the Credit AgreementsIndenture or take any Remedial Action at any time after the Forbearance Period (regardless of whether or not such Remedial Action relates to actions taken or payments received during the Forbearance Period), Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisionsfor Defaults or Events of Default other than the Existing Default and the Payment Default, limitationsand nothing herein shall restrict, restrictions impair or prohibitions that would otherwise be effective or applicable under any affect the exercise of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced Holders’ rights under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such lawthis Agreement. (b) Upon a Termination EventThe Holders’ forbearance, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies as provided herein, shall immediately terminate cease on the Forbearance Termination Date without the requirement of for any demandnotice, presentment, protest demand or notice presentment of any kind, all of which the Borrower and the Subsidiary Issuers and Guarantors hereby waive. The Borrower at such time shall be obligated to comply with and perform all terms, conditions and provisions of the Indenture and the Subsidiary Guarantors agree that Notes without giving effect to the Administrative Agent forbearance set forth herein, and the Lenders Indenture Trustee and the Holders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable lawremedies, including, including without limitation, their respective rights and remedies in connection with the Existing Default, the Payment Default (if applicable) and any other Defaults or all of the Defaults and Events of Default, including, without limitation, Default under the Specified DefaultsIndenture or rights under this Agreement. (c) For The Holders’ forbearance is further expressly subject to and conditioned upon the avoidance M▇▇▇▇▇ Companies’ strict compliance with each and every material term and provision of doubtthis Agreement, nothing herein limits and, except with respect to the right Existing Default and the Payment Default, the M▇▇▇▇▇ Companies’ strict compliance with each and every term and provision of the Administrative Agent or the LendersIndenture and Notes, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower except as such terms and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of provisions are modified by this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the LendersAgreement. (d) Execution Each of this Agreement constitutes a direction the Holders acknowledges that it will request that the Indenture Trustee not take any Remedial Action, including without limitation, any action to accelerate the Notes during the Forbearance Period. In the event that the Indenture Trustee takes any action to declare all of the Notes immediately due and payable pursuant to Section 6.2 of the Indenture during the Forbearance Period solely due to the Existing Default or the Payment Default, the Holders agree, pursuant to Section 6.2 of the Indenture, to promptly rescind and cancel such acceleration; provided, however, that if the Holders rescind and cancel such acceleration by the Participant Lenders Indenture Trustee, each Holder shall defer its right to receive any cure of the Payment Default until the end of the Forbearance Period; provided, further, however, that such rescission and deferral shall be of no further force and effect to the extent that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies Forbearance Period with respect to this Agreement or the Specified Defaults shall not constitute a waiver period identified in Section 2 of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)Waiver No. 3 has ended.

Forbearance. (a) The Participant Lenders Effective as of the Amended Forbearance Effective Date (as defined below), the Noteholders agree that that, until the expiration of the Forbearance PeriodPeriod (as defined below), they will forbear from exercising, and shall direct the Indenture Trustee, and by signature hereto so direct the Indenture Trustee pursuant to Section 6.5 of the Indenture, not to exercise, any rights and remedies against the Company or the Subsidiaries that are available under the Indenture, the Participant Lenders will temporarily forbear Intercreditor Agreement, the Collateral Agreements and/or applicable law solely with respect to (subject i) the Specified Existing Defaults and (ii) any Anticipated Defaults (excluding, however, the Noteholders’ right to charge default interest on the Notes (including on all unpaid interest on the Notes to the terms hereofextent provided under the Indenture) from during the Forbearance Period); provided, however, that nothing herein shall restrict, impair or otherwise affect the exercise of their default-related remedies the Noteholders’ rights under the Credit Agreementsthis First Amended Forbearance Agreement, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear no such forbearance shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection constitute a waiver with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, respect to any relief in respect such Specified Existing Defaults, Anticipated Defaults or any other Events of adequate protection or relief from any stay imposed Default under such lawthe Indenture. (b) Upon As used herein, the term “Forbearance Period” shall mean the period beginning on the date hereof and ending upon the occurrence of a Termination Event. As used herein, “Termination Event” shall mean the agreement earlier to occur of (i) September 17, 2007; and (ii) two business days after the Participant Lenders hereunder delivery by the Noteholder Group to forbear from exercising their default-related remedies the Company and Lender of a written notice terminating the Forbearance Period (the “Termination Notice”), which notice may be delivered at any time upon or after the occurrence of any Forbearance Default (as defined below); provided, however, that notwithstanding the foregoing, (x) this First Amended Forbearance Agreement shall immediately terminate two (2) business days after the occurrence of a Forbearance Default under subsection (D) below without the requirement need for delivery of the Termination Notice or any demandother notice, presentmentand (y) this First Amended Forbearance Agreement shall immediately terminate upon the occurrence of a Forbearance Default under subsection (J) below, protest without the need for delivery of the Termination Notice or notice any other notice. As used herein, the term “Forbearance Default” shall mean: (A) the failure of any kindthe Company to provide the Noteholder Group and its financial advisors with reasonable access, all as determined by the Noteholder Group in its reasonable discretion, to its Chief Executive Officer, other senior executives and outside advisors, including representatives of which ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ that are working with the Borrower Company, and to provide the Subsidiary Guarantors hereby waive. The Borrower Noteholder Group and the Subsidiary Guarantors agree that the Administrative Agent its legal and the Lenders may at any time thereafter proceed to exercise financial advisors with any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Defaultdue diligence information they may reasonably request, including, without limitation, the Specified Defaults. Company’s current 13-week cash flow schedule, and all updates thereto as soon as reasonably practicable after they are prepared, but in no event no later than two (c2) For business days thereafter; (B) the avoidance of doubt, nothing herein limits the right failure of the Administrative Agent Company to engage in good faith negotiations with the Noteholder Group regarding a potential restructuring transaction, which determination shall be made by the Noteholder Group in its reasonable discretion; (C) the failure of the Company to promptly notify the Noteholder Group of the occurrence of a Forbearance Default (as defined in the DDJ Amended Forbearance Agreement) under the DDJ Amended Forbearance Agreement or any amendment or modification to the DDJ Amended Forbearance Agreement; (D) termination of the DDJ Amended Forbearance Agreement; (E) the execution of any amendment or modification to the DDJ Amended Forbearance Agreement, which amendment or modification has a material adverse effect on the Noteholder Group as determined by the Noteholder Group in its reasonable discretion; (F) termination by the Company of the ▇▇▇▇▇▇ Engagement Letter or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes failure of the foregoingCompany to pay ▇▇▇▇▇▇’▇ fees, the Borrower expenses and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act indemnity in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. the ▇▇▇▇▇▇ Engagement Letter; (eG) The Borrower and the Subsidiary Guarantors acknowledge and agree occurrence of any Event of Default that is neither (x) a Specified Existing Default, nor (y) an Anticipated Default; (H) the agreement failure of the Participant Lenders hereunder Company to forbear from exercising their default-related remedies comply with respect any term, condition, covenant or agreement set forth in this First Amended Forbearance Agreement; (I) the failure of any representation or warranty made by the Company under this First Amended Forbearance Agreement to the Specified Defaults shall not constitute a waiver of such Specified Defaults be true and that the Lenders expressly reserve correct in all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all material respects as of the Loan Documents and/or applicable law in connection with all Defaults and Events date when made; (J) the commencement by or against the Company or any of the Subsidiaries of a case under title 11 of the United States Code; or (K) the commencement of any action or proceeding by any creditor of the Company or any of the Subsidiaries seeking to attach or take similar action against the assets of the Company or the Subsidiaries. Any Forbearance Default shall constitute an immediate Event of Default (including without limitation under the Specified Defaults)Indenture.

Forbearance. (a) Lender agrees to forebear until July 31, 2004 (the "Forbearance Period") from exercising its rights and remedies under the Existing Loan Documents and under applicable law ("Default Rights"), notwithstanding the Anticipated Default. (b) By signing below, Borrower acknowledges that it is currently in default and as a result of the Defaults will be in default as result of the Anticipated Defaults and accordingly Lender is entitled to exercise the Default Remedies. Nothing in this Agreement in any way shall constitute Lender's waiver of the Anticipated Default. Borrower further agrees that the exercise of any Default Rights by Lender upon termination of the Forbearance Period shall not be affected by reason of this Agreement, and the Borrower shall not assert as a defense thereto the passage of time, estoppel, laches or any statute of limitations to the extent that the exercise of any Default Rights was precluded by this Agreement. (c) The Participant Lenders agree that Forbearance Period shall be immediately terminated, without notice, if (a) Borrower breaches any of the terms set forth in this Agreement, (b) the occurrence of any default (other than the Defaults and the Anticipated Default) under the Existing Loan Documents, or (c) if any recital, representation or warranty made herein, in any document executed and delivered in connection herewith, or in any report, certificate, financial statement or other instrument or document previously, now or hereafter furnished by or on behalf of the Borrower in connection with this Agreement or any other document executed and delivered in connection with this Agreement, shall prove to have been false, incomplete or misleading in any material respect on the date as of which it was made (collectively, a "Default"), whereupon Lender, at its option, without any notice to Borrower, may immediately exercise any Default Remedies. (d) Upon termination of the Forbearance Period described above, without any notice to Borrower, Lender may exercise the Default Remedies. In addition, Lender's agreement to continue to forbear from enforcing its remedies under the Existing Loan Documents until the expiration end of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies notwithstanding Borrower's Anticipated Default under the Credit AgreementsExisting Loan Documents, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely (a) in no way shall be deemed an agreement by Lender to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period waive Borrower's compliance with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any other terms of the Existing Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawDocuments, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. as modified by this Agreement and (b) Upon a Termination Event, the agreement shall not limit or impair Lender's right to demand strict performance of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement all other terms and covenants as of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaultsdate. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. (a) The Participant Lenders Effective as of the Forbearance Effective Date, the Noteholders agree that that, until the expiration of the Forbearance PeriodPeriod (as defined below), they (both individually and collectively) will forbear from exercising, and shall direct the applicable Indenture Trustee and any broker or other Person that holds the Notes on behalf of such Noteholders, and by signature hereto so direct the applicable Indenture Trustee pursuant to Sections 502, 507 and 512 of the applicable Indenture and such brokers or other Persons, not to exercise, any rights and remedies against Holdings, the Participant Lenders will temporarily forbear (subject U.S. Issuer, the Canadian Issuer, or the Subsidiaries that are available under the applicable Indenture and/or applicable law solely with respect to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower Interest Defaults and the Subsidiary Guarantors solely Financial Reporting Defaults; provided, however, the Noteholders shall be entitled to assert a right to the accrual of default interest to the extent provided under the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply applicable Indenture during the Forbearance Period but may not seek any remedy or take any action with all provisionsrespect thereto during the Forbearance Period; provided, limitationshowever, restrictions that nothing herein shall restrict, impair or prohibitions that would otherwise be effective or applicable under any affect the exercise of the Loan Documents during Noteholders’ rights under this First Amended and Restated Agreement, and provided further that no such forbearance shall constitute a waiver with respect to any Defaults (other than the continuance Interest Defaults and Financial Reporting Defaults) or any other Events of Default under the applicable Indenture. (b) As used herein, the term “Forbearance Period” shall mean the period beginning on the Forbearance Effective Date and ending upon the occurrence of a Termination Event. As used herein, “Termination Event” shall mean the earlier to occur of (i) January 31, 2009; and (ii) two (2) Business Days after the delivery by Paul, Weiss, as counsel to the Noteholder Group, to the applicable Issuer and the applicable Indenture Trustee a written notice terminating the Forbearance Period (the “Termination Notice”), which notice may be delivered at any time but only upon or after the occurrence of any Forbearance Default; provided, however, that notwithstanding the foregoing, this First Amended and Restated Agreement shall immediately terminate upon the occurrence of a Forbearance Default under subsections (A) and (F) below, without the need for delivery of the Termination Notice or any other notice. As used herein, the term “Forbearance Default” shall mean: (A) the valid acceleration of all indebtedness arising under (i) the U.S. Indenture, (ii) the Canadian Indenture or (iii) that certain credit agreement dated as of April 6, 2005 (as amended or modified, the “Credit Agreement”), among the Issuers, as borrowers, Holdings, as guarantor, certain lenders and The Bank of Nova Scotia, as Administrative Agent; (B) the failure of the Issuers and Holdings to engage in good faith negotiations with the Noteholder Group regarding a potential restructuring transaction which determination shall be made by the holders of a majority in principal amount of the Notes issued under the Indentures in good faith and their reasonable discretion; (C) the occurrence of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties Default other than the Borrower Interest Defaults and Financial Reporting Defaults; (D) the Subsidiary Guarantors ("Third Party Rights"). For purposes failure of the foregoingU.S. Issuer, the Borrower Canadian Issuer, Holdings or the Subsidiaries to comply with any material term, condition, covenant or agreement set forth in this First Amended and Restated Agreement; (E) the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making failure of any necessary demand representation or warranty made by the U.S. Issuer, the Canadian Issuer, Holdings or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights Subsidiaries under this First Amended and Restated Agreement to be true and correct in all material respects as of the Administrative Agent and date when made; (F) the Lenders. commencement by or against the U.S. Issuer, the Canadian Issuer, Holdings, or any Subsidiary of a case under title 11 of the United States Code, the Companies’ Creditors Arrangement Act or any other act that seeks relief under any comparable liquidation, reorganization or insolvency regime or proceeding that is not, in the case of proceedings commenced against the U.S. Issuer, the Canadian Issuer, Holdings or the Subsidiaries, dismissed within five (d5) Execution Business Days of this Agreement constitutes a direction by commencement; or (G) the Participant Lenders that U.S. Issuer, the Administrative Agent act in accordance with its terms. Each Participant Lender agrees thatCanadian Issuer, notwithstanding anything Holdings, or the Subsidiaries pays any management, sponsor or consulting fees to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower stockholders of Masonite Holding Corp. or the Subsidiary Guarantors if such action is contrary to the terms of this Agreementtheir affiliates. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. Subject to the terms and conditions of this Agreement, Peak One is willing to postpone pursuing its rights and remedies under the Transaction Documents, in particular and without limitation with respect to the acceleration of the Note and immediate payment of the Default Amount (as defined in the Note), with respect to the Claimed Registration Default and the Merger Default (“Forbearance”), on the following terms: (a) The Participant Lenders agree that until Subject to AIPT’s compliance with the expiration terms of this Agreement, the Forbearance will commence on the Effective Date and will expire at 11:59 p.m., on March 31, 2019, time being of the essence (the “Forbearance Period”), or earlier as provided herein. During the Forbearance Period, the Participant Lenders will temporarily forbear (acceleration of the Note and payment of the Default Amount shall be deemed suspended with respect to the Claimed Registration Default and Merger Default, subject to the terms hereof) from the ability of Peak One hereunder to immediately exercise of their default-related its rights and remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower this Agreement and the Subsidiary Guarantors solely Transaction Documents, including but not limited to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any acceleration of the Loan Documents during the continuance Note and enforcement of any Default or Event of Default; provided further that the agreement payment of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such lawDefault Amount. (b) Upon a Termination Event, If AIPT does not receive the agreement required stockholder approval of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall Merger on or before March 31, 2019 (a “Vote Failure”), then the Forbearance Period will immediately terminate without the requirement of any demandterminate, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders Peak One may at any time thereafter proceed to immediately exercise any and all of their respective its rights and remedies provided for under any or all the Transaction Documents, including but not limited to the acceleration of the Loan Documents and/or applicable lawNote (and as amended, including, without limitation, their respective rights the Amended Note) and remedies in connection with any or all enforcement of payment of the Defaults and Events of Default, including, without limitation, the Specified DefaultsDefault Amount. (c) For If at any time after the avoidance of doubt, nothing herein limits the right Effective Date: (i) AIPT fails to abide by any of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower terms and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery conditions of this Agreement shall constitute the making Agreement; or (ii) AIPT fails to comply with any of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement any of the Participant Lenders hereunder other Transaction Documents; or (iii) AIPT fails to forbear from exercising their default-related remedies with respect timely make the payments required by under the Amended Note; or (iv) any Events of Default, in addition to the Specified Defaults shall Claimed Registration Default and Merger Default, occur, including but not constitute limited to bankruptcy proceedings that would be a waiver default under Section 3.7 of such Specified Defaults the Note (and that as amended, the Lenders expressly reserve all Amended Note), then the Forbearance Period will immediately terminate, and Peak One may immediately exercise any of its rights and remedies that provided for under the Administrative Agent and Transaction Documents, including but not limited to the Lenders now or may in the future have under any or all acceleration of the Loan Documents and/or applicable law in connection with all Defaults Note (and Events as amended, the Amended Note) and enforcement of payment of the Default (including without limitation the Specified Defaults)Amount.

Forbearance. So long as (i) the Securities Purchase Agreement remains in effect and (ii) the Company has not become a debtor under the Bankruptcy Code, the Consenting Noteholder acknowledges and agrees that it shall forbear for sixty (60) days following the execution hereof, from exercising (a) The Participant Lenders agree that until the expiration right to receive principal of, and interest on, any security held by the Consenting Noteholder, (b) the filing of a notice of default, the taking of any action to accelerate or otherwise collect on any security held by the Consenting Noteholder, (c) pursuing any rights or remedies (including acceleration of amounts due thereunder) available under any security held by the Consenting Noteholder and (d) the commencement of litigation or proceedings (including arbitration) of any kind or nature against the Company or any of its respective subsidiaries, arising as the result of, or in connection with, any current failure to pay the principal of, or interest on any security held by the Consenting Noteholder, or a default under any security held by the Consenting Noteholder or in respect of any other rights or remedies of the Forbearance PeriodConsenting Noteholder under any security held by the Consenting Noteholder or the indenture that governs any security held by the Consenting Noteholder or agreements between the Company and the Consenting Noteholder. After the Company becomes a debtor under the Bankruptcy Code, the Participant Lenders will temporarily forbear (subject Consenting Noteholder shall be entitled to the terms hereof) from the exercise of their default-related any rights or remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders it has in connection with any proceeding commenced under any bankruptcy or insolvency lawthe Bankruptcy Cases; provided, including without limitationhowever, to any relief that so long as both this Agreement and the Securities Purchase Agreement remain in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Eventeffect, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed Consenting Noteholder agrees to exercise any and all of their respective such rights and remedies under any or all only in a manner consistent with the provisions of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights")Securities Purchase Agreement. For purposes of the foregoingcertainty, the Borrower and parties hereto acknowledge that the Subsidiary Guarantors acknowledge and agree that execution and delivery of Consenting Noteholder specifically preserves whatever rights it may have to compel the Companies to fulfill their fiduciary duties in connection with the Securities Purchase Agreement or in the Chapter 11 Cases. Restrictions on Transfer. So long as this Agreement remains in effect, the Consenting Noteholder agrees that it shall constitute not, without the making prior written consent of the Company, (a) sell, transfer, assign, pledge, gift or otherwise dispose of any necessary demand of its Restricted Claims in whole or in part, or any interest therein, unless the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any transferee thereof accepts such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary Restricted Claims subject to the terms of this Agreement. (e) The Borrower , as evidenced by an agreement executed by such transferee and delivered to the Subsidiary Guarantors acknowledge and agree Company prior to the transfer that provides, among other things, that the Company is an express third-party beneficiary of such agreement or (b) grant any proxies, deposit any of the Participant Lenders hereunder to forbear from exercising their default-related remedies its Restricted Claims into a voting trust, or enter into a voting or tendering agreement with respect to any of the Specified Defaults shall not constitute a waiver Restricted Claims, unless such arrangement provides for compliance with this Agreement. In the event that the Consenting Noteholder transfers such Restricted Claims prior to the last date for voting on the Plan, the transferee of such Specified Defaults Restricted Claims shall comply with and that be subject to all the Lenders expressly reserve all rights terms of this Agreement, including, but not limited to, the Consenting Noteholder's obligations to vote in favor of the Plan and remedies that shall, as a condition precedent to such transfer, execute an agreement with the Administrative Agent Company and the Lenders now or may Investors on terms substantially identical in all material respects to the future have under any or all terms of this Agreement and a ballot indicating its acceptance of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)Plan.

Forbearance. (a) The Participant Lenders agree that until Each Credit Party specifically acknowledges the expiration existence and continuation of the Forbearance PeriodSpecified Default as of the date that the Specified Default occurs. In reliance on the representations, the Participant Lenders will temporarily forbear (warranties, covenants and agreements contained in this Agreement, and subject to the terms hereof) from satisfaction of each condition precedent set forth in Section 4 hereof but only so long as the exercise of their default-related remedies under Termination Date shall not have occurred and except as permitted by this Agreement, the Credit AgreementsAdministrative Agent, Loan Documents or otherwise, against the Borrower Issuing Bank and the Subsidiary Guarantors solely Lenders party hereto hereby agree to forbear (and, in the extent the availability case of such remedies arises exclusively from Lenders, hereby direct the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply Administrative Agent to forbear) during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable from exercising their rights and remedies under any of the Loan Documents during and applicable law arising as a result of the occurrence or continuance of the Specified Default; provided, however, that, notwithstanding the foregoing, commencing on the Forbearance Effective Date and continuing so long as any Event of Default exists, (i) all Loans outstanding shall bear interest in accordance with Section 3.2 of this Agreement and (ii) each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto in accordance with Section 2.04(e) of the Credit Agreement. Notwithstanding the foregoing, the forbearance granted by the Administrative Agent, the Issuing Bank and the Lenders shall not constitute, and shall not be deemed to constitute a waiver of the Specified Default or of any other Default or Event of Default; provided further that Default under the Loan Documents. On and after the Termination Date, the Administrative Agent’s, the Issuing Bank’s and the Lenders’ agreement of the Participant Lenders temporarily hereunder to forbear shall not apply to nor preclude terminate automatically without further act or action by any remedy available to of such Persons, and the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination EventAgent, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent Issuing Bank and the Lenders may at any time thereafter proceed shall be entitled to exercise any and all of their respective rights and remedies available to them under this Agreement or the other Loan Documents, at law, in equity or otherwise without any further lapse of time, expiration of applicable grace periods or requirements of notice, all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) which are hereby expressly waived by each Credit Party. For the avoidance of doubt, nothing herein limits the right foregoing forbearance shall not prohibit the Administrative Agent from delivering notices relating to any other Defaults, Events of Default (other than the Specified Default) or a Termination Event. For the avoidance of doubt, to the extent that the Administrative Agent or any Lenders or any of their Affiliates is a party to any Swap Agreement with any Credit Party, the LendersAdministrative Agent and such Lenders are signing this Agreement solely in their capacity as the Administrative Agent or a Lender under the Loan Documents, as applicable, and nothing in this Agreement shall prohibit any party to any Swap Agreement with a Credit Party to exercise any rights or remedies it may have under any such Swap Agreement (including setoff rights against the Loans or otherwise) at any time (including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. Subject to the conditions and upon the terms set forth in this Forbearance: 3.1 Each of the Borrowers and the other Credit Parties agrees and acknowledges that (i) each of the Specified Events of Default has occurred and is continuing, (ii) each of the Specified Events of Defaults is incurable and is not subject to any grace or cure period, (iii) except for the Specified Events of Default and the Waived Event of Default, no other Defaults or Events of Default have occurred and are continuing as of the date hereof, and (iv) but for this Forbearance Agreement, each Specified Event of Default would relieve Agent and Lenders from any obligation to make any Loans or provide other financial accommodations under the Credit Agreement and other Loan Documents, and in accordance with the terms of the Loan Documents would entitle Agent, Lenders and/or the Requisite Lenders, as applicable, to, among other things, (A) suspend or terminate any commitment to provide Swing Line Loans, Revolving Loans, Term Loans or UK Revolving Loans or provide other financial accommodations, including Letters of Credit, under any or all of the Credit Agreement and the other Loan Documents, (B) declare all Obligations to be immediately due and payable and without notice or demand, and/or (C) take any and all enforcement actions (including, without limitation, the enforcement of liens and security interests in the Collateral) or otherwise exercise any or all rights and remedies provided for by any or all of the Credit Agreement or other Loan Documents or applicable law. 3.2 Provided that no Forbearance Default occurs, each of the Agent and the Lenders agrees that, (a) The Participant Lenders agree that until the expiration of the Forbearance PeriodPeriod and except as set forth in this Forbearance, the Participant Lenders it will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Obligations against Borrowers or any other Credit Party under the Credit Agreement or any other Loan Document (“Default-related Remedies”) solely with respect to the Specified Defaults shall not constitute a waiver Events of such Specified Defaults Default; and that (b) during the Forbearance Period, the Lenders expressly reserve all rights agree to continue to advance Loans subject to the terms and remedies that the Administrative Agent conditions set forth herein and the Lenders now or may in the future have under any or all terms and conditions of the Credit Agreement and the other Loan Documents and/or applicable law in connection with all Defaults Documents; provided, however, from and Events after the date of Default (including without limitation this Forbearance, the Specified Defaults)Lenders shall have no obligation to make LIBOR Loans or convert any US Index Rate Loans into LIBOR Loans.

Forbearance. (a) The Participant Lenders agree that until Subject to any rights or remedies granted to the expiration Consenting Creditors pursuant to this Agreement, the Definitive Documents, including the DIP Documents, or any order of the Forbearance Bankruptcy Court, during the Support Period, the Participant Lenders will temporarily Consenting Creditors agree to forebear from exercising (and agree to direct any agent or trustee to forbear from exercising) any rights or remedies they may have under the Prepetition Funded Debt Documents (subject whether under U.S. or non-U.S. Law) with respect to any breaches, defaults, events of default or potential defaults by the Debtors (including any such breaches, defaults, events of default, or potential defaults resulting from any maturities occurring during the Support Period). Each Consenting First Lien Lender specifically agrees that this Agreement constitutes a direction to the terms hereof) from the exercise of their default-related remedies under the Credit AgreementsFirst Lien Agent to refrain, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisionsSupport Period, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude from exercising any remedy available or power conferred to the Administrative First Lien Agent against the Debtors or any subsidiaries or any of their assets except as necessary to effectuate the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such lawRestructuring. (b) Upon a Termination Event, Except to the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of extent provided or expressly contemplated under this Agreement or any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of DefaultDefinitive Documents, including, without limitation, the Specified Defaults. DIP Documents, each Consenting Creditor further agrees that if any applicable administrative agent, collateral agent, or indenture trustee takes any action inconsistent with any such Consenting Creditor’s obligations under this Section 4.07, such Consenting Creditor shall use commercially reasonable efforts to direct and cause such administrative agent, collateral agent, or indenture trustee (cas applicable) to cease and refrain from taking such actions. For the avoidance of doubt, nothing herein limits the right foregoing forbearance shall not be construed to impair the ability of the Administrative Agent or the Lenders, including during the Forbearance Period, Consenting Creditors to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoingremedial action, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary subject to the terms of this Agreement. the Prepetition Funded Debt Documents or otherwise, as applicable, at any time from and after the Termination Date (e) The Borrower and unless the Subsidiary Guarantors acknowledge and agree that the agreement Termination Date occurs solely as a result of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all occurrence of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified DefaultsEffective Date).

Forbearance. (a) The Participant Lenders Effective as of the Forbearance Effective Date, the Noteholders agree that that, until the expiration of the Forbearance PeriodPeriod (as defined below), they (both individually and collectively) will forbear from exercising, and shall direct the applicable Indenture Trustee and any broker or other Person that holds the Notes on behalf of such Noteholders, and by signature hereto so direct the applicable Indenture Trustee pursuant to Sections 502, 507 and 512 of the applicable Indenture and such brokers or other Persons, not to exercise, any rights and remedies against Holdings, the Participant Lenders will temporarily forbear (subject U.S. Issuer, the Canadian Issuer, or the Subsidiaries that are available under the applicable Indenture and/or applicable law solely with respect to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower Interest Defaults and the Subsidiary Guarantors solely Financial Reporting Defaults; provided, however, the Noteholders shall be entitled to assert a right to the accrual of default interest to the extent provided under the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply applicable Indenture during the Forbearance Period but may not seek any remedy or take any action with all provisionsrespect thereto during the Forbearance Period; provided, limitationshowever, restrictions that nothing herein shall restrict, impair or prohibitions that would otherwise be effective or applicable under any affect the exercise of the Loan Documents during Noteholders’ rights under this Second Amended and Restated Agreement, and provided further that no such forbearance shall constitute a waiver with respect to any Defaults (other than the continuance Interest Defaults and Financial Reporting Defaults) or any other Events of Default under the applicable Indenture. (b) As used herein, the term “Forbearance Period” shall mean the period beginning on the Forbearance Effective Date and ending upon the occurrence of a Termination Event. As used herein, “Termination Event” shall mean the earlier to occur of (i) February 13, 2009; and (ii) two (2) Business Days after the delivery by Paul, Weiss, as counsel to the Noteholder Group, to the applicable Issuer and the applicable Indenture Trustee a written notice terminating the Forbearance Period (the “Termination Notice”), which notice may be delivered at any time but only upon or after the occurrence of any Forbearance Default; provided, however, that notwithstanding the foregoing, this Second Amended and Restated Agreement shall immediately terminate upon the occurrence of a Forbearance Default under subsections (A) and (F) below, without the need for delivery of the Termination Notice or any other notice. As used herein, the term “Forbearance Default” shall mean: (A) the valid acceleration of all indebtedness arising under (i) the U.S. Indenture, (ii) the Canadian Indenture or (iii) that certain credit agreement dated as of April 6, 2005 (as amended or modified, the “Credit Agreement”), among the Issuers, as borrowers, Holdings, as guarantor, certain lenders and The Bank of Nova Scotia, as Administrative Agent; (B) the failure of the Issuers and Holdings to engage in good faith negotiations with the Noteholder Group regarding a potential restructuring transaction which determination shall be made by the holders of a majority in principal amount of the Notes issued under the Indentures in good faith and their reasonable discretion; (C) the occurrence of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties Default other than the Borrower Interest Defaults and Financial Reporting Defaults; (D) the Subsidiary Guarantors ("Third Party Rights"). For purposes failure of the foregoingU.S. Issuer, the Borrower Canadian Issuer, Holdings or the Subsidiaries to comply with any material term, condition, covenant or agreement set forth in this Second Amended and Restated Agreement; (E) the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making failure of any necessary demand representation or warranty made by the U.S. Issuer, the Canadian Issuer, Holdings or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights Subsidiaries under this Second Amended and Restated Agreement to be true and correct in all material respects as of the Administrative Agent and date when made; (F) the Lenders. commencement by or against the U.S. Issuer, the Canadian Issuer, Holdings, or any Subsidiary of a case under title 11 of the United States Code, the Companies’ Creditors Arrangement Act or any other act that seeks relief under any comparable liquidation, reorganization or insolvency regime or proceeding that is not, in the case of proceedings commenced against the U.S. Issuer, the Canadian Issuer, Holdings or the Subsidiaries, dismissed within five (d5) Execution Business Days of this Agreement constitutes a direction by commencement; or (G) the Participant Lenders that U.S. Issuer, the Administrative Agent act in accordance with its terms. Each Participant Lender agrees thatCanadian Issuer, notwithstanding anything Holdings, or the Subsidiaries pays any management, sponsor or consulting fees to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower stockholders of Masonite Holding Corp. or the Subsidiary Guarantors if such action is contrary to the terms of this Agreementtheir affiliates. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. (a) The Participant Administrative Agent and each Lender party hereto (each on behalf of itself and any of its Affiliates party to any Cash Management Agreement), which Lenders constitute at least the Majority Lenders, hereby agree that until the expiration of the Forbearance Period, the Participant Lenders will temporarily to forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions(as defined below) from exercising their rights and remedies under the Loan Documents, limitations, restrictions the Cash Management Agreements and applicable law arising solely as a result of the occurrence or prohibitions that would otherwise be effective or applicable under continuance of any of the Loan Documents during Specified Defaults, including, the continuance of any Default or Event of Defaultright to exercise set-off rights; provided further provided, that the agreement of the Participant Lenders temporarily to forbear this Agreement (including this Section 2.1) shall not apply to nor preclude or bind any remedy available Lender or Affiliate of a Lender in its respective capacity as a Secured Swap Provider or require a Secured Swap Provider to forbear from any of its rights and 007870-0083-35345850 remedies in respect of a Secured Swap Agreement (whether pursuant to such agreement or applicable law), including any of its rights and remedies thereunder to declare an “Early Termination Date” or its right thereunder to set off any amounts owed thereunder against the Secured Obligations, in each case as a result of the occurrence of a Specified Default. Notwithstanding anything to the contrary in the Credit Agreement (including, without limitation, Section 3.04(c)(v) therein), each of the parties hereto acknowledge and agree that each Secured Swap Provider shall deliver the proceeds of any unwound Secured Swap Agreement received on and after the Effective Date through and including the Termination Date to the Administrative Agent in order to apply such proceeds to satisfy the Secured Obligations in accordance with Section 10.02(c) of the Credit Agreement. (b) This forbearance shall apply only to the Specified Defaults and not to any other Defaults or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawEvents of Default, including without limitation, any other existing Defaults or Events of Default known or not known to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may or the Borrower or any other Loan Party at this time and any time thereafter proceed Defaults or Events of Default occurring after the date hereof. The Administrative Agent and the Lenders (each on behalf of itself and any of its Affiliates party to exercise any and Cash Management Agreement or any Secured Swap Agreement) reserve all of their respective rights to exercise rights and remedies under any or all of the Loan Documents and/or applicable lawDocuments, the Cash Management Agreements and, without limiting the proviso in Section 2.1(a), the Secured Swap Agreements upon the occurrence of any such other Default or Event of Default at any time, including, without limitation, their respective rights and remedies in connection with any before the expiry or all termination of the Defaults and Events Forbearance Period. During the Forbearance Period, no Secured Obligations shall bear a default rate of Default, including, without limitation, interest pursuant to Section 3.02(c) of the Credit Agreement to the extent attributable to the Specified Defaults. (c) For As used herein, the avoidance of doubt, nothing herein limits term “Forbearance Period” means the right period commencing on the date hereof and continuing until the occurrence of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the LendersTermination Date. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. (a) The Participant Lenders In reliance upon the representations, warranties and covenants of the Loan Parties contained in this Forbearance, and subject to the terms and conditions of this Forbearance, the Administrative Agent and the other Secured Parties party hereto agree to forbear during the Forbearance Period from exercising their rights and remedies under the Credit Agreement and the Loan Documents or applicable law or otherwise in respect of or arising out of the Existing Defaults. (b) Unless the Obligations (other than contingent indemnification obligations not yet accrued and payable) have been satisfied in full and the Outstanding Amount of the L/C Obligation related to each outstanding Letter of Credit shall constitute (and be deemed issued as) a Letter of Credit under, and as defined in, that until certain debtor-in-possession credit agreement contemplated in the Interim DIP Order or has been cash collateralized or, if satisfactory to the L/C Issuer in its sole discretion, a backstop letter of credit is in place, upon the expiration or termination of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution other Secured Parties party hereto to forbear shall automatically and without further action terminate and be of this Agreement constitutes a direction by the Participant Lenders no force and effect, it being expressly agreed that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver effect of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that termination will be to permit the Administrative Agent and the Lenders now or may in other Secured Parties party hereto to exercise immediately all rights and remedies under the future have under any or Credit Agreement and the Loan Documents and applicable law, including, but not limited to accelerating all of the Obligations under the Credit Agreement and the Loan Documents and/or applicable law Documents, in connection with all Defaults and Events each case without any further notice to any Loan Party, passage of time or forbearance of any kind. (c) Without limiting the foregoing, the Required Lenders hereby direct the Administrative Agent during the Forbearance Period not to: (i) deliver a notification of a Cash Dominion Event to any Loan Party pursuant to Section 2.05(b)(iii) of the Credit Agreement; (ii) deliver a notification to any Borrower denying any request on the conversion or continuation of any Eurocurrency Rate Loans, EURIBOR Loans or CDOR Loans or the conversion of any Loans in Alternative Currency to Loans denominated in Dollars; (iii) charge Default (including without limitation the Specified Defaults).Rate on any Loans or other Obligations; or

Forbearance. (a) The Participant Lenders agree that until the expiration of that, during the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Agreement and the other Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors Guarantors, solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply (except as otherwise expressly waived or modified under this Agreement) in all respects during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including including, without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. The Borrower and the Guarantors acknowledge and agree that, if any Default or Event of Default other than the Specified Defaults occurs during the Forbearance Period, the Administrative Agent and the Lenders have reserved the right to, and may, exercise, at any time and from time to time, any and all rights and remedies under the Loan Documents and applicable law in connection therewith. (b) Upon the occurrence of a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any further demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waivewaive to the fullest extent permitted by applicable law. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or and applicable law, including, without limitation, their respective rights and remedies in connection with the Specified Defaults or any or all of the other Defaults and or Events of Default, including, without limitation, . The Borrower and the Specified DefaultsGuarantors acknowledge and agree that all of the agreements and undertakings set forth herein shall remain in full force and effect and binding on them notwithstanding the occurrence of a Termination Event. (c) The Borrower and the Guarantors understand and accept the temporary nature of the forbearance provided hereby and that the Participant Lenders have given no assurances that they will extend such forbearance or provide waivers or amendments to the Credit Agreement or any other Loan Document. (d) Nothing in this Agreement constitutes a legal obligation to participate in the Restructuring or to execute any related documents and no such legal obligation shall arise except pursuant to mutually agreeable executed definitive documentation. (e) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act or forbear from acting in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreement, the Administrative Agent shall not be required to act if directed against the Borrower or the Guarantors if such action is contrary to the terms of this Agreement. (f) For the avoidance of doubt, nothing herein limits the right rights of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("“Third Party Rights"”). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (eg) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that that, except as expressly set forth in this Agreement, the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or and applicable law in connection with all Defaults and Events of Default (including including, without limitation limitation, the Specified Defaults)) or Events of Default.

Forbearance. Provided that each of the Credit Parties complies with all of the requirements contained in this Amendment and the Loan Documents, the Agents and Lenders shall forbear from enforcing their respective remedies with respect to the Pending Defaults for the period (athe "Forbearance Period") beginning on the date hereof and ending on the Overline Termination Date (defined below). If at any time any of the Credit Parties fails to comply with any of the requirements set forth herein or if any additional Default or Event of Default occurs under this Amendment, the Credit Agreement or the other Loan Documents, Agents and Lenders may immediately commence, proceed or otherwise continue with any or all rights and remedies available under the Loan Documents, under applicable law or otherwise (collectively, "Lenders' Remedies") without demand or notice to any Credit Party, but as among Agents and Lenders, subject to the provisions of the Credit Agreement with respect to exercising remedies. The Participant Lenders agree that until matters disclosed on Schedule 1 hereto shall not constitute additional Defaults or Events of Default during the expiration Forbearance Period. At the end of the Forbearance Period, if Borrower has not paid, in full, all amounts due and owing under the Participant Loan Documents, or otherwise cured the Pending Defaults to the full satisfaction of Agents and Lenders will temporarily forbear (in their respective sole and absolute discretion, Agents and Lenders may proceed with Lenders' Remedies without any notice or demand to any Credit Party or any other party, but as among Agents and Lenders, subject to the terms hereof) from provisions of the exercise of Credit Agreement with respect to exercising remedies. Lenders and Agents are entering into this Amendment as an accommodation to the Credit Parties and the Credit Parties remain bound to perform their default-related remedies respective obligations under the Credit AgreementsLoan Documents. The "Overline Termination Date" shall mean October 30, Loan Documents 2000, or otherwiseif earlier, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of date upon which occurs any Default or Event of Default; provided further that Default other than the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of DefaultPending Defaults, including, without limitation, the Specified DefaultsCredit Parties' failure to timely make the October Interest Payment as required in Section 3.3 below. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. (a) The Participant Administrative Agent, the Lenders and the Issuing Bank agree that until the expiration in favor of the Forbearance Period, Borrower that they shall refrain from taking any action to foreclose or recover the Participant Lenders will temporarily forbear “Collateral” (subject as defined in the Pledge Agreement) or otherwise initiate collection proceedings against the Borrower with respect to the terms hereof) Pledge Defaults from the exercise date hereof through and including the earlier of their default-related remedies (i) March 31, 2014, or (ii) the occurrence of an Event of Default under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Agreement (Licensing) (other than a Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree Default that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any have waived in writing and all of their respective rights a Pledge Default) (the “Forbearance Period”). The Borrower acknowledges and remedies under any or all agrees that, notwithstanding the foregoing, (a) each of the Loan Documents and/or Administrative Agent, the Lenders and the Issuing Bank reserves the right to enforce each and every term of the Pledge Agreement (other than remedies resulting from a Pledge Default during the Forbearance Period), and is under no duty or obligation of any kind or any nature to grant the Borrower any additional period of forbearance beyond the Forbearance Period; (b) each action of the Administrative Agent, the Lenders and the Issuing Bank in entering into this Agreement shall not be construed as a waiver or relinquishment of, or estoppel to assert, any of Administrative Agent's rights under the Pledge Agreement or applicable law, including, without limitation, their respective rights ; and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For each action of the avoidance of doubtAdministrative Agent, nothing herein limits the Lenders and the Issuing Bank in entering into this Agreement is without prejudice to the right of the Administrative Agent or Agent, the Lenders, including during Lenders and the Issuing Bank to pursue any and all remedies available to any of them upon expiration of the Forbearance Period, to take any action to preserve Period or exercise rights immediately upon the occurrence of an Event of Default under the Credit Agreement (Licensing) or remedies against parties a “Default” under the Pledge Agreement (other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified DefaultsPledge Default).

Forbearance. (a) The Participant Lenders agree that Subject to the conditions set forth herein, Lender shall forbear from exercising its rights and remedies with respect to the Existing Events of Default from the date hereof until the expiration earliest to occur of the following (the “Forbearance Termination Events”): (a) the time at which Borrower fails to comply in any respect with all of its obligations under this Agreement, (b) the occurrence or discovery of any Event of Default under the Purchase Agreement (other than the Existing Events of Default) (the period beginning on the date hereof and terminating on the earliest of such dates being hereafter referred to as the “Forbearance Period”) or (c) 5:00 pm, March 18, 2014. During the Forbearance Period, Borrower shall continue (i) to pay all amounts that, absent the maturity of the Note and/or the occurrence of an Event of Default and the acceleration of the Note, Borrower would be obligated, pursuant to the terms of the Purchase Agreement, to pay during the Forbearance Period plus (ii) to pay fully, timely and faithfully each and every one of the forbearance payments required under Section 3 hereof, below. (b) Except with respect to the Lender’s specific agreements set forth herein to forbear with respect to the Existing Events of Default in accordance with the terms of this Agreement, nothing set forth herein shall constitute a forbearance or waiver of Lender’s rights at any time, including during the term of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related enforce any and all rights and remedies such lender has under the Credit AgreementsPurchase Agreement, the Note, the Seller’s Collateral Security Package, or any other Loan Documents Document between the parties, in equity, at law, by agreement or otherwise, against for failure to fully, timely and faithfully perform all obligations under this Agreement, for any default under the Fifth Amendment to the Purchase Agreement, and for any other default under any other obligation or agreement between Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided Lender that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or is not an Existing Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, to immediately recover the Specified Defaultsfull amount of the Obligations and foreclose on collateral thereunder. In addition, at the end of the Forbearance Period, unless Lender has agreed in writing to continue to forbear, upon terms and conditions satisfactory to Lender and in Lender’s sole and absolute discretion, Lender shall have the right to enforce any and all rights Lender has under the Note, the Seller’s Collateral Security Package, or any other of the Loan Documents, in equity, at law, by agreement or otherwise, including, without limitation, to immediately recover the full amount of the Obligations and foreclose on collateral thereunder. (c) For The agreement of Lender to the avoidance of doubt, nothing forbearance described herein limits the right (i) in no way shall be deemed an agreement by Lender to waive Borrower’s compliance with this Agreement and with all other terms of the Administrative Agent Note or the LendersPurchase Agreement or the Seller’s Collateral Security Package or other Loan Documents or agreements, including during the Forbearance Period, and (ii) shall not limit or impair Lender’s right to take any action to preserve or exercise rights or remedies against parties demand strict performance of all other than the Borrower terms and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making covenants as of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes date. The forbearance granted by Lender to Borrower herein is strictly limited to a direction by the Participant Lenders that the Administrative Agent act forbearance in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreementset forth herein. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. (a) The Participant Lenders agree that Notwithstanding the Existing Defaults, and subject to the provisions of this Agreement, Lender agrees that, until the expiration or earlier termination of the Forbearance Period (as defined below), Lender will forbear from exercising its rights and remedies under the Loan Documents and/or applicable law solely with respect to the Existing Defaults; provided, however, that nothing herein shall restrict, impair or otherwise affect the exercise of Lender’s rights under this Agreement; and provided, further, that no such forbearance shall constitute a waiver with respect to the Existing Defaults (other than as set forth in the following sentence). Notwithstanding anything to the contrary contained herein, if, on or prior to the expiration (but not earlier termination) of the Forbearance Period, the Participant Lenders will temporarily forbear Borrower Parties have satisfied the conditions to such forbearance set forth in Section 4 below (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. payment in full of the Indebtedness by Borrower (c) For including for the avoidance of doubt, nothing herein limits the Exit Fee, the Minimum Multiple Fee and if applicable, any Breakage Fees, together with any out-of-pocket attorneys’ fees and costs accrued to such date)), Lender shall be deemed to have waived the Existing Defaults and shall have no right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take exercise any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law solely with respect to the Existing Defaults; provided that to the extent that any Borrower Party makes any payment(s) to Lender which payment(s) or any portion thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required, in connection with all any bankruptcy, insolvency, reorganization, dissolution, liquidation or other like proceeding or for any other reason, to be repaid or paid over to a custodian, trustee, receiver or any other party under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect as if such payment(s) had not been made and the Borrower Parties shall be primarily liable for the revived obligations. The foregoing sentence shall not be construed and is not intended to preclude Lender from exercising its rights and remedies under the Loan Documents and/or applicable law with respect to the existence of the Existing Defaults and Events after the expiration (other than expiration after satisfaction of Default (including without limitation the Specified Defaults)conditions to forbearance as set forth above) or earlier termination of the Forbearance Period.

Forbearance. (a) The Participant Lenders agree that until the expiration of During the Forbearance Period, each Supporting Holder (severally and not jointly) hereby agrees (i) to forbear and refrain from exercising any of its rights and remedies, including with respect to an Acceleration, under the Participant Lenders will temporarily forbear 2029 Senior Notes Indenture, the Security Documents (subject as defined in the 2029 Senior Notes Indenture) or applicable law with respect to any of the Specified Events of Default and (ii) in the event that the Trustee, Notes Collateral Agent or any Holder or group of Holders takes any action which results in a Specified Acceleration Event during the Forbearance Period, to, and shall promptly after the occurrence of such action, deliver written notice to the terms hereofTrustee and/or Notes Collateral Agent, as applicable, to rescind such Acceleration and its consequences and take all other action in its power to cause such Acceleration to be rescinded and annulled. During the Forbearance Period, each Supporting Holder (severally and not jointly) from agrees that it (individually or collectively) will not deliver any notice or instruction to the Trustee or the Notes Collateral Agent directing the Trustee or the Notes Collateral Agent to exercise any of their default-related the rights and remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective 2029 Senior Notes Indenture or applicable under law with respect to any of the Loan Documents during the continuance of any Default or Event Specified Events of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination EventThe Supporting Holders, the agreement which collectively constitute “Required Holders” (as defined in each Intercompany Credit Agreement), each hereby (i) agree to waive temporarily each of the Participant Lenders hereunder Specified Intercompany Matters (the “Temporary Waiver”), (ii) instruct (A) WSFS, in its respective capacities as administrative agent and collateral agent under each respective Intercompany Credit Agreement and (B) each lender party to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demandeach Intercompany Credit Agreement to, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising any of their default-related remedies rights and remedies, including with respect to an acceleration, under the applicable Intercompany Credit Agreement or applicable law with respect to any of the Specified Events of Default (the “Forbearance Instruction”), and (iii) in the event that any lender takes any action which results in a Specified Acceleration Event of the obligations under any Intercompany Credit Agreement during the Forbearance Period, agree to, and shall promptly after the occurrence of such action, deliver written notice to the applicable lender to rescind such acceleration and its consequences and take all other action in their power to cause such acceleration to be rescinded and annulled (the “Recission Notice”); provided that the Temporary Waiver shall remain in effect only during the Forbearance Period and the Supporting Holders’ obligations hereunder with respect to the Specified Defaults Forbearance Instruction and Recission Notice shall not apply only during the Forbearance Period. The foregoing instruction shall constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all direction of the Loan Documents and/or applicable law in connection with “Required Holders” for all Defaults and Events of Default (including without limitation the Specified Defaults)purposes under each Intercompany Credit Agreement.

Forbearance. (a) The Participant Credit Parties have informed the Agents and the Lenders that certain Events of Default in respect of compliance with financial covenants set forth in Section 6.7 of the Credit Agreement for the applicable periods endings March 31, 2009 could occur (the “Prospective Events of Default”). Although under the Credit Agreement, upon the occurrence and continuation of any such Prospective Event of Default, (i) the Lenders would have no obligation to fund any Loans requested by the Borrower and (ii) the Administrative Agent may, and if so requested by the Requisite Lenders, the Administrative Agent must, terminate the Commitments, accelerate all of the Obligations, and exercise all of its rights and remedies under the Credit Documents and applicable law (collectively, the “Remedies”), the Credit Parties have requested the Agents and the Lenders to continue to fund Loans and forbear from exercising any Remedies and, subject to the terms and conditions set forth herein, the Agents and the Lenders are willing to continue to fund Loans and to forbear from exercising any Remedies with respect to the Prospective Events of Default during the Forbearance Period (as hereinafter defined). (b) Notwithstanding the occurrence of the Prospective Events of Default, but subject to the conditions set forth herein, the Agents and the Lenders hereby agree that until (i) to continue to fund Loans to the expiration of Borrower during the Forbearance Period, provided that the Participant Lenders will temporarily forbear (Lenders’ agreement to continue to fund Loans is subject to the terms hereof) from the exercise conditions set forth in Section 2 and Section 3.2 of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against Agreement (other than (A) the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance absence of any Default or Event of Default to the extent such Default or Event of Default is a Prospective Event of Default; provided further that , and (B) the agreement accuracy of all representations and warranties to the extent any such representation or warranty is incorrect solely by reason of the Participant Lenders temporarily to forbear shall not apply to nor preclude occurrence and continuance of any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawProspective Event of Default), including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. and (bii) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable lawRemedies during the Forbearance Period, including, without limitation, their respective rights and remedies in connection but solely with respect to any or all of the Defaults and Events such Prospective Event of Default, including, without limitation, the Specified Defaults. (c) For The forbearance granted herein (the avoidance “Forbearance”) shall commence on the Twenty-Second Amendment Effective Date (as hereinafter defined) and continue until the earlier of doubt(i) the occurrence of a Default or an Event of Default (other than any Prospective Event of Default) and (ii) May 15, nothing herein limits 2009 (the right of the Administrative Agent or the Lenders, including during the “Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"”). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution All periods of this Agreement constitutes a direction limitations specified by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything statutes and all defenses of laches or waiver as to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Prospective Events of Default (including without limitation will be tolled and otherwise suspended during the Specified Defaults)Forbearance Period.

Forbearance. (a) The Participant Lenders Notwithstanding the Existing Defaults, and subject to the provisions of this Agreement, the Lender Parties agree that that, until the expiration or earlier termination of the Forbearance Period (as defined below), the Lender Parties will forbear from exercising their rights and remedies under the Loan Documents and/or applicable law solely with respect to the Existing Defaults; provided, however, that nothing herein shall restrict, impair or otherwise affect the exercise of the Lender Parties’ rights under this Agreement; and provided, further, that no such forbearance shall constitute a waiver with respect to the Existing Defaults (other than as set forth in the following sentence). Notwithstanding anything to the contrary contained herein, if, on or prior to the expiration (but not earlier termination) of the Forbearance Period, the Participant Lenders will temporarily forbear (subject Borrower Parties have satisfied the conditions to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders forbearance set forth in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination EventSection 4 below, the agreement of Lender Parties shall be deemed to have waived the Participant Lenders hereunder to forbear from exercising their default-related remedies Existing Defaults and shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed have no right to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law solely with respect to the Existing Defaults; provided that to the extent that any Borrower Party makes any payment(s) to the Lender Parties which payment(s) or any portion thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required, in connection with all any bankruptcy, insolvency, reorganization, dissolution, liquidation or other like proceeding or for any other reason, to be repaid or paid over to a custodian, trustee, receiver or any other party under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect as if such payment(s) had not been made and the Borrower Parties shall be primarily liable for the revived obligations. The foregoing sentence shall not be construed and is not intended to preclude the Lender Parties from exercising their rights and remedies under the Loan Documents and/or applicable law with respect to the existence of the Existing Defaults and Events after the expiration (other than expiration after satisfaction of Default (including without limitation the Specified Defaults)conditions to forbearance as set forth above) or earlier termination of the Forbearance Period.

Forbearance. (a) The Participant Lenders agree that until Upon the expiration satisfaction of the Forbearance Periodconditions precedent set forth in Section 3 of this Agreement and in reliance on the representations, warranties and agreements of the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower Issuers and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided herein contained, each Forbearing Holder hereby agrees that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period it will not, directly or indirectly, take any Remedial Action with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any respect to the Notes solely as a result of the Loan Documents Excess Cash Flow Prepayment Defaults (and the Acceleration) or the Financial Covenant Defaults. The foregoing limited forbearance shall not be construed to impair the ability of the Forbearing Holders or the Trustee to take any Remedial Action (i) after the Forbearance Period regardless of whether or not such Remedial Action relates to actions taken, matters arising or payments not received during the continuance Forbearance Period or (ii) during the Forbearance Period for Defaults or Events of any Default or Event of Default; provided further that other than the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent Excess Cash Flow Prepayment Defaults or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such lawFinancial Covenant Defaults. (b) Upon a Unless earlier terminated in accordance with the terms of this Agreement, the Forbearing Holders’ forbearance, as provided herein, shall immediately and automatically cease without notice upon the occurrence of any Forbearance Termination Event, and the agreement Issuers and Guarantors at that time shall be obligated to comply with and perform all terms, conditions and provisions of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower Indenture and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, Notes (including, without limitation, their respective rights payment of any unpaid accrued interest at the Post-Default Rate) without giving effect to the forbearance set forth herein. (c) Except for the forbearance, to the extent expressly set forth above in subsection 2(a), each Forbearing Holder reserves each and remedies in connection every right and remedy it may have under the Notes, the Indenture, the Security Documents, any agreement relating thereto and under applicable law with any or all of respect to the Excess Cash Flow Prepayment Defaults and Events of Defaultthe Financial Covenant Defaults, including, without limitation, the Specified Defaults. right to continue to charge and accrue (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including but not collect during the Forbearance Period, ) interest at the Post-Default Rate. Nothing herein shall be deemed to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver by any Holder of such Specified any Default or Event of Default whatsoever, whether now existing or hereafter arising (including, without limitation, the Excess Cash Flow Prepayment Defaults and that the Lenders Financial Covenant Defaults), or, except to the extent of the forbearance expressly reserve all rights and remedies that set forth herein, of any right or remedy the Administrative Agent and the Lenders now Trustee or any Holder may in the future have under the Notes, the Indenture, the Security Documents or any or all of the Loan Documents and/or agreement relating thereto and under applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)law.

Forbearance. (a) The Participant Lenders agree that Notwithstanding the Forbearance Defaults, and subject to the provisions of this Agreement, ▇▇▇▇▇▇ agrees that, until the expiration or earlier termination of the Forbearance PeriodPeriod (as defined below), the Participant Lenders Lender will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective its rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law solely with respect to the Forbearance Defaults; provided, however, that nothing herein shall restrict, impair or otherwise affect the exercise of Lender’s rights under this Agreement; and provided, further, that no such forbearance shall constitute a waiver with respect to the Forbearance Defaults (other than as set forth in connection with all Defaults the following sentence) and Events during the Forbearance Period, Lender shall be entitled (but not obligated, except to the extent that Borrower requests such protective advances and Lender approves the same (which approval shall not be unreasonably withheld, conditioned or delayed)) to make one or more protective advances under the Project Loan Agreement in the amount of $368,011.25 for the amounts listed on Exhibit D, and marketing expenses, operating expenses and Impositions to be paid for by Borrower that are not funded from collections of common charges, each approved by Lender in its reasonable discretion (the “Protective Advances”), which Protective Advances shall, notwithstanding the Contract Rate under the Loan Agreement, accrue interest at a per annum rate of Term SOFR plus eleven percent (11%) calculated on the basis of a three hundred sixty (360) day year and the actual number of days in the applicable period for which interest is being calculated. Borrower hereby requests that ▇▇▇▇▇▇ make on the date hereof a Protective Advance to reimburse Lender for the costs and expenses shown on Exhibit D attached hereto and ▇▇▇▇▇▇ agrees to make such Protective Advance. This Agreement to forbear from exercise of such remedies shall expire automatically without any further action by ▇▇▇▇▇▇ and be completely null and void upon the filing of a petition in bankruptcy by or against any Borrower Party or upon the occurrence of any Forbearance Agreement Default (including without limitation as defined below). Upon the Specified Defaults).occurrence of any such bankruptcy or Forbearance Agreement Default, Lender may immediately exercise and pursue any of its rights and remedies under this Agreement, under any of the Loan Documents, or otherwise available to it at law or in equity. During the Forbearance Period, Lender shall be entitled to exercise all non-default rights under the Loan Documents. Notwithstanding anything to the foregoing, this Agreement shall only constitute an agreement by Lender to forbear from enforcing its respective rights and remedies under the Loan Documents solely with respect to the ​

Forbearance. From and after the Effective Date (aas defined below) The Participant Lenders agree and through the earlier of: (i) 6:30 p.m. Eastern Daylight Time on the first business day that until is fifteen (15) calendar days after the expiration Effective Date, and (ii) the occurrence and continuance of a Triggering Event (as defined herein) (the “Forbearance Period”), each of the Participating Counterparties shall and hereby agrees to forbear from exercising any of its rights or remedies, as applicable, under its respective Applicable Agreements in respect of the Acknowledged Events of Default; provided that, without limiting and subject to the foregoing, each Participating Counterparty shall be permitted during the Forbearance Period to request, demand, or provide notice of margin, collateral or payments under the Applicable Agreements or other applicable law; provided further that nothing contained herein will prevent a Participating Counterparty from exercising any such rights or remedies that are required by FINRA Rule 4210 as long as the applicable Participating Counterparty has exercised good faith efforts to obtain a waiver of, an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210. Except as expressly set forth in this Agreement, nothing contained in this Agreement shall be deemed to constitute a waiver of any Acknowledged Event of Default or any other default, event of default or termination event under any of the Applicable Agreements or an amendment, supplement or modification of any term or condition of any of the Applicable Agreements. Upon the termination of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily Participating Counterparties to forbear as set forth in this Section 1 shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall be void ab initio and immediately terminate without the requirement of any demand, presentment, protest protest, or notice of any kindkind (including any written notice of such termination or any obligation to provide notice of any default, event of default, termination event or exercise of remedies that may be required under such Applicable Agreement), all of which are hereby waived by the Borrower and the Subsidiary Guarantors hereby waiveCompanies. The Borrower Companies hereby acknowledge and agree that, upon the Subsidiary Guarantors agree termination of the Forbearance Period, the Participating Counterparties that the Administrative Agent and the Lenders are party hereto may at any time, and from time thereafter proceed to time, in their sole and absolute discretion, with respect to the Acknowledged Events of Default or any other default or event of default that may have occurred under the Applicable Agreements, exercise against any applicable Seller Entity (and its properties) any and all of their respective rights rights, remedies, powers and remedies privileges under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit such Applicable Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms applicable law and/or equity, all of this Agreement. (e) The Borrower which rights, remedies, powers and the Subsidiary Guarantors acknowledge and agree that the agreement privileges are fully reserved by each of the Participant Lenders hereunder Participating Counterparties, and without regard to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of any grace or notice periods provided under such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or Applicable Agreements, all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)which shall be deemed to have expired.

Forbearance. Subject to, and effective as of, the Forbearance Effective Date: (a) The Participant Lenders agree Each Holder Counterparty hereby agrees that until the expiration of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under it will (i) not take any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders Remedial Action in connection with the Anticipated Defaults and (ii) direct the Trustee not to take any proceeding commenced under any bankruptcy or insolvency lawRemedial Action in connection with the Anticipated Default, including without limitation, and the Trustee has agreed to any relief act in respect of adequate protection or relief from any stay imposed under accordance with such lawdirection. (b) Upon a Termination EventUnless earlier terminated in accordance with the terms of this Agreement, the agreement Counterparties’ forbearance, as provided herein, shall immediately cease without requirement for any notice, demand or presentment of any kind on the Forbearance Termination Date, and the Company at that time shall be obligated to comply with and perform all terms, conditions and provisions of the Participant Lenders hereunder Indenture without giving effect to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demandforbearance set forth herein, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders Counterparties may at any time thereafter proceed to exercise any and all of their respective applicable rights and remedies under any or all of the Loan Documents and/or applicable lawremedies, including, including without limitation, their respective any applicable rights and remedies in connection with any or all of the Anticipated Defaults and any other defaults or Events of Default, including, without limitation, Default under the Specified DefaultsIndenture or rights under this Agreement. (c) For The Counterparties’ forbearance is further expressly subject to and conditioned upon the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower Company’s compliance with each and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower every term and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms provision of this Agreement. (ed) The Borrower Trustee and Counterparties have not waived, are not by this Agreement waiving, and have no intention of waiving, any Events of Default which may be continuing on the Subsidiary Guarantors acknowledge date hereof or any Events of Default which may occur after the date hereof (whether such Events of Default are the same or similar to the Anticipated Defaults or otherwise), and agree that the agreement of the Participant Lenders hereunder Trustee and Counterparties have not agreed to forbear from exercising with respect to any of their default-related rights or remedies concerning any Events of Default (other than, during the Forbearance Period, the Anticipated Defaults to the extent expressly set forth herein) occurring at any time. Subject to the rest of this section 2 (solely with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults Anticipated Defaults), Trustee and that Counterparties reserve the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may right, in the future have under their discretion, to exercise any or all of their rights and remedies under the Loan Documents and/or applicable law in connection with all Defaults Indenture and the Notes as a result of any other Events of Default (including without limitation the Specified Defaults)occurring at any time. Trustee and Counterparties have not waived any of such rights or remedies, and nothing in this Agreement, and no delay on their part in exercising any such rights or remedies, may or will be construed as a waiver of any such rights or remedies.

Forbearance. (a) The Participant Lenders agree that until 2.1. Each Credit Party specifically acknowledges the expiration potential existence and continuation of the Forbearance PeriodSpecified Defaults. In reliance on the representations, the Participant Lenders will temporarily forbear (warranties, covenants and agreements contained in this Agreement, and subject to the terms hereof) from satisfaction of each condition precedent set forth in Section 3 hereof but only so long as the exercise of their default-related remedies under Forbearance Termination Date shall not have occurred and except as permitted by this Agreement, the Credit AgreementsAdministrative Agent, Loan Documents or otherwise, against the Borrower Consenting Lenders and the Subsidiary Guarantors solely Issuing Bank hereby agree to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply forbear during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable from exercising their rights and remedies under any of the Loan Documents during and applicable law arising as a result of the occurrence or continuance of the Specified Defaults. Notwithstanding the foregoing, the forbearance granted by the Administrative Agent, the Consenting Lenders and the Issuing Bank shall not constitute, and shall not be deemed to constitute a waiver of the Specified Defaults or of any other Default or Event of Default; provided further that Default under the Loan Documents. On and after the Forbearance Termination Date, the Administrative Agent’s, the Consenting Lenders’ and the Issuing Bank’s agreement of the Participant Lenders temporarily hereunder to forbear shall not apply to nor preclude any remedy available to terminate automatically without further act or action by the Administrative Agent Agent, any Lender or Issuing Bank, and the Administrative Agent, the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed Issuing Bank shall be entitled to exercise any and all of their respective rights and remedies available to them under this Agreement and the other Loan Documents, at law, in equity or otherwise without any further lapse of time, expiration of applicable grace periods or requirements of notice, all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) which are hereby expressly waived by each Credit Party. For the avoidance of doubt, nothing herein limits the right of foregoing forbearance shall not prohibit the Administrative Agent from delivering notices relating to any other Defaults, Events of Default or a Forbearance Termination Event. 2.2. Each Credit Party specifically acknowledges that (a) the Lenders, including during the Forbearance Period, conditions to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes each credit event set forth in Section 6.02 of the foregoingCredit Agreement are not able to be satisfied, (b) the Borrower Lenders have no obligation to make Loans and (c) the Subsidiary Guarantors acknowledge and agree that execution and delivery Issuing Bank has no obligation to issue, amend, renew or extend any Letter of this Agreement shall constitute Credit. Notwithstanding the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of forbearance set forth in Section 2.1, the Administrative Agent and the Lenders. (dRequired Lenders may elect to impose the default rate of interest on all outstanding Loans pursuant to Section 3.02(c) Execution of this the Credit Agreement constitutes a direction by at any time after the Participant Lenders that the Administrative Agent act in accordance with its termsoccurence of any Specified Default or any other Event of Default. Each Participant Lender agrees Credit Party specifically acknowledges that, notwithstanding anything pursuant to the contrary in Section 3.02(c) of the Credit AgreementsAgreement, all Loans outstanding shall automatically bear interest at the Administrative Agent shall not be required to act if directed against default rate upon the Borrower occurrence and continuance of an Event of Default of the type described in Section 10.01(a), Section 10.01(b), Section 10.01(h), Section 10.01(i) or Section 10.01(j) of the Subsidiary Guarantors if such action is contrary to the terms of this Credit Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. (a) The Participant So long as this Agreement is not terminated as provided in Section 7, Administrative Agent, Syndication Agent, Lender Counterparty and Lenders agree that until the expiration of the Forbearance Period, the Participant Lenders they will temporarily forbear (subject to the terms hereof) from the not exercise of their default-related any rights or remedies under the Credit AgreementsTransaction Documents (other than the Western Guaranty) with respect to the Parent Bankruptcy, Loan Documents or otherwise, against the Borrower Existing and the Subsidiary Guarantors solely ISDA Defaults for a period beginning on the date first set forth above and ending on close of business October 31, 2008 (the “Effective Period”) provided, the Lender Counterparty reserves the right to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower terminate, and the Subsidiary Guarantors shall comply Company will agree to terminate, any or all of the Hedging Contracts with Lender Counterparty during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such lawEffective Period. (b) Upon a Termination EventDuring the Effective Period, Lenders shall have no Commitment to fund any Loans under the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demandCredit Agreement, presentmentexcept as set forth herein, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower Company shall not be required to make any regularly scheduled principal and interest payments due to the Subsidiary Guarantors agree that Lenders including any principal or interest payments due under the ISDA Master Agreement except the Company shall pay monthly, on the first Business day of each month, commencing July 1, 2008, an amount equal to 100% of Monthly Adjusted Net Cash Flow for the immediately preceding month to be applied by Administrative Agent and in its sole discretion against the Lenders Obligations in such order as Administrative Agent may at any time thereafter proceed to exercise any and all direct. “Monthly Adjusted Net Cash Flow” shall be calculated as provided under the definition of their respective rights and remedies under any or all of the Loan Documents and/or applicable lawAdjusted Net Cash Flow except that it shall be computed on a monthly basis, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaultsnot a quarterly basis. (c) For Since the avoidance of doubt, nothing herein limits the right occurrence of the Administrative Agent first of the Existing Defaults, in conformance with the Credit Agreement, and the ISDA Defaults, in conformance with the ISDA Master Agreement, the Obligations have accrued interest at the Post-Default Rate or the Lenders, including during “Default Rate,” as applicable under the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower Credit Agreement and the Subsidiary Guarantors ("Third Party Rights")ISDA Master Agreement. For purposes of From and after the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery date of this Agreement shall constitute until the making Effective Date or its is otherwise terminated under the provisions of Section 7, interest on the Obligations including without limitation, (i) to the extent permitted by applicable Law, any necessary demand or accrued but unpaid interest payments on the giving of any necessary notice for purposes of preserving and/or permitting Obligations owed hereunder, and (ii) the exercise of any such Third Party Rights average daily balance of the Administrative Agent notional amount of ▇▇▇▇▇▇ and all other unpaid amounts under ISDA Master Agreement, shall bear interest at the LendersEffective Rate. (d) Execution of Notwithstanding anything in this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything Section 4 to the contrary in contrary, during the Credit AgreementsEffective Period the Company is, the Administrative Agent and shall not be required remain, obligated to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary pay and account to Royalty Owner for all proceeds attributable to the terms of this AgreementORRI. (e) The Borrower and Upon the Subsidiary Guarantors acknowledge and agree that the agreement termination of the Participant Effective Period, or under the provisions of Section 7, all sums due and owing under the Notes and Transaction Documents shall be due and payable in full without further notice, and Administrative Agent, Syndication Agent, Lender Counterparty and Lenders hereunder to forbear from exercising their default-related may exercise any and all remedies available with respect to the Specified Parent Bankruptcy, the Existing Defaults shall under the Transaction Documents and the ISDA Defaults under the ISDA Master Agreement, pursuant to applicable law, under equity, or otherwise. (f) Administrative Agent, Syndication Agent, Lender Counterparty and Lenders make no commitment to, and currently do not constitute expect under any circumstances to, extend the duration of the Effective Period. Further, nothing in this Agreement constitutes a waiver of such Specified the Parent Bankruptcy, the Existing Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now ISDA Defaults, or may in the any other existing or future have under any Defaults or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)or a waiver of Administrative Agent’s, Syndication Agent’s, Lender Counterparty’s and Lenders’ right to insist upon compliance by all other relevant parties with each Transaction Document, except as specifically set forth herein.

Forbearance. (a) Upon the satisfaction of the conditions precedent set forth in Section 3 of this Agreement, each Forbearing Holder hereby agrees that during the Forbearance Period it will not, directly or indirectly, (x) take any Remedial Action with respect to the Notes in connection with the Payment Default, (y) take any Remedial Action with respect to the purported breaches set forth in the letter dated May 21, 2010 of ▇▇▇▇▇ ▇. ▇▇▇▇▇ to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Canadian Facility Matters”), it being understood that neither the Issuer nor the Guarantors admit to the validity of such breaches, or (z) sell, pledge, hypothecate or otherwise transfer any Notes, except to a purchaser or other entity who agrees in writing (delivered to Sidley Austin LLP) to be bound by all of the terms of this Agreement with respect to the relevant Notes being sold, pledged, hypothecated or transferred to such purchaser or entity. The Participant Lenders agree that until foregoing limited forbearance shall not be construed to impair the expiration ability of the Forbearing Holders or the Trustee to take any Remedial Action (i) after the Forbearance Period regardless of whether or not such Remedial Action relates to actions taken, matters arising or payments not received during the Forbearance Period or (ii) during the Forbearance Period for Defaults or Events of Default other than the Payment Default and the Canadian Facility Matters. Without prejudicing the rights and remedies of the Forbearing Holders in respect of the Canadian Facility Matters (except as expressly limited in this Agreement), in no event, during the Forbearance Period, shall the Participant Lenders will temporarily forbear (subject to Forbearing Holders assert that a Forbearance Termination Event has occurred because the terms hereof) from the exercise Canadian Facility Matters constitute a Default or an Event of their default-related remedies Default under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such lawIndenture. (b) Upon a Unless earlier terminated in accordance with the terms of this Agreement, the Forbearing Holders’ forbearance, as provided herein, shall immediately cease without notice upon the occurrence of any Forbearance Termination Event, and the agreement Issuer and Guarantors at that time shall be obligated to comply with and perform all terms, conditions and provisions of the Participant Lenders hereunder Indenture and the Notes without giving effect to forbear from exercising their default-related remedies the forbearance set forth herein. (c) The Forbearing Holders hereby agree to execute and deliver a letter, promptly after the Effective Date to the Trustee in the form attached hereto as Schedule A (the “Letter”), which letter shall immediately terminate without not be withdrawn or rescinded by the requirement Forbearing Holders until the occurrence of any demandForbearance Termination Event. (d) Except for the forbearance to the extent expressly set forth above in subsection 2(a), presentmenteach Forbearing Holder reserves each and every right and remedy it may have under the Notes, protest or notice of the Indenture, the Collateral Documents, any kind, all of which agreement relating thereto and under applicable law with respect to the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Payment Default, including, without limitation, the Specified Defaults. (c) For right to continue to charge and collect interest at the avoidance of doubt, nothing herein limits the right default rate pursuant to Section 1 of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower Notes. The Issuer and the Subsidiary Guarantors ("Third Party Rights"). For purposes each of the foregoing, the Borrower and the Subsidiary Guarantors hereby acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights default interest pursuant to Section 1 of the Administrative Agent Notes shall accrue from and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its termsafter July 1, 2010. Each Participant Lender agrees that, notwithstanding anything Nothing herein shall be deemed to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver by any Holder of such Specified Defaults and that any Default or Event of Default whatsoever, whether now existing or hereafter arising (including, without limitation, the Lenders Payment Default), or, except to the extent of the forbearance expressly reserve all rights and remedies that set forth herein, of any right or remedy the Administrative Agent and the Lenders now Trustee or any Holder may in the future have under the Notes, the Indenture, the Collateral Documents or any or all of the Loan Documents and/or agreement relating thereto and under applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)law.

Forbearance. 1.1 Subject to the terms and conditions set forth herein, each Forbearance Party hereby agrees, during the period from the time this Agreement becomes effective pursuant to Section 2 until 9:00 a.m. New York time on March 31, 2004 (a) The Participant Lenders agree that until such period, as it may be prematurely terminated at the expiration option of the Facility Insurer or the Agent pursuant to the terms of this Agreement, the "Forbearance Period"), to forbear temporarily from exercising its rights, on account of the Dilution Trigger Event, to declare an Amortization Commencement Date or to terminate Maxtor as Servicer under the Loan Agreement. This agreement to forbear on account of the Dilution Trigger Event as provided herein expires at the conclusion of the Forbearance PeriodPeriod and any or each Forbearance Party may, the Participant Lenders will temporarily forbear (subject at any time thereafter, exercise any of its rights and remedies with respect to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely Dilution Trigger Event to the same extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall as if this Agreement did not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawexist, including without limitation, the right to declare the occurrence of the Amortization Commencement Date, terminate Maxtor as Servicer, and exercise any remedies set forth in the Transaction Documents which are exercisable from and after the Amortization Commencement Date. 1.2 The specific agreement to forbear described in Section 1.1 above applies only to the Dilution Trigger Event and not to any relief other facts or circumstances giving rise to an Early Amortization Event or Servicer Default which may have occurred or may hereafter occur, and nothing in respect this Agreement shall be deemed to restrict any right or remedy any Forbearance Party may have on account of adequate protection any such other Early Amortization Event or relief from any stay imposed under such law. (b) Upon a Termination EventServicer Default, including the agreement right to declare the occurrence of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may Amortization Commencement Date at any time thereafter proceed during the Forbearance Period on account of any such other Early Amortization Event or to exercise terminate the Servicer during the Forbearance Period on account of any and all such other Servicer Default. The Forbearance Parties are not hereby waiving the existence of their respective rights and remedies under any Early Amortization Event or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Servicer Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing and are merely agreeing to forbear as provided herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period. Except for the forbearance expressly set forth above in Section 1.1, to take any action to preserve or exercise rights or remedies against parties other than each Forbearance Party expressly reserves each and every right and remedy it has under the Borrower Transaction Documents and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoingunder applicable law, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of nothing in this Agreement shall be deemed to constitute the making a waiver of any necessary demand Early Amortization Event or Servicer Default whether now existing or hereafter arising, or, constitute a waiver of, or, except for the giving of forbearance expressly set forth above in Section 1.1, forbearance of, any necessary notice for purposes of preserving and/or permitting right or remedy the exercise of Forbearance Parties may have under any such Third Party Rights of the Administrative Transaction Documents or applicable law. 1.3 The Borrower acknowledges and agrees that, due to the existence of the Dilution Trigger Event, the conditions precedent to borrowing under Section 3.02(c)(ii) of the Loan Agreement are not satisfied and the Lender is not required to advance, nor is the Borrower entitled to receive, any Loans under the Loan Agreement. The Borrower hereby irrevocably agrees that it shall not seek any further Loans under the Loan Agreement and will not be entitled to receive any further Loans hereafter unless the Dilution Trigger Event has been waived by the Facility Insurer, the Agent and the Lenders. (d) Execution Lender. The Borrower further acknowledges that, due to the existence of this Agreement constitutes a direction by the Participant Lenders that Dilution Trigger Event, the Administrative Agent act Facility Insurer is entitled to receive Default Premium and the Lender is entitled to receive Default Yield and such amounts shall be paid from the Collection Account in accordance with its terms. Section 2.05(c) of the Loan Agreement. 1.4 Each Participant of the Borrower, the Agent, the Lender agrees and the Facility Insurer hereby irrevocably directs the Trustee, Collateral Agent and Collection Account Bank, and the Trustee, Collateral Agent and Collection Account Bank hereby agree, that, notwithstanding anything to the contrary in the Credit AgreementsLoan Agreement, during the Forbearance Period, (i) the Trustee shall not release any funds in the Collection Account to the Originator or the Borrower under Section 2.05(f) of the Loan Agreement until such time as the Loans have been prepaid in full and all other amounts due and owing to the Facility Insurer, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now have been paid; (ii) on the Remittance Date to occur on or may about March 12, 2004 all funds in the future have under any or all Collection Account shall be applied in the order of priority set forth in Section 2.05(c) of the Loan Documents and/or applicable law Agreement including, pursuant to clause (vi) thereof, to the repayment of the principal amount of Loans, and (iii) on each Business Day after such Remittance Date an amount equal to (x) all funds in connection with all Defaults the Collection Account minus (y) the amounts otherwise required to be retained on deposit therein under Section 2.05(f) of the Loan Agreement in respect of accrued Yield, Premium, Non-Use Fees, Servicing Fees, Backup Standby Servicer Fees and Events Trustee Fees, shall be paid to the Lender in repayment of Default (including without limitation the Specified Defaults)principal of Loans.

Forbearance. Subject to all the terms and conditions set forth herein, Collateral Agent and Lenders shall forbear from filing any legal action or instituting or enforcing any rights and remedies they may have against Borrower in connection with the Specified Events of Default from the Fifth Amendment Effective Date until the date which is the earliest to occur of (a) The Participant the failure after the Fifth Amendment Effective Date of Borrower to comply with any of the terms or undertakings of the Loan Documents, (b) the occurrence after the Fifth Amendment Effective Date of any other Event of Default (other than the Specified Events of Default) and (c) February 28, 2025 (the earliest such date, the “Forbearance Termination Date”). This Amendment does not constitute a waiver or release by Collateral Agent and Lenders agree of any obligations of Borrower pursuant to the Loan Documents of the Specified Events of Default, any other existing Event of Default or any Event of Default which may arise in the future after the date of execution of this Amendment. If Borrower does not comply with the terms of the Loan Documents, Collateral Agent and Lenders shall have no further obligations under this Amendment and shall be permitted to exercise at such time any rights and remedies against Borrower as they deem appropriate in their sole and absolute discretion. Borrower understands that until Collateral Agent and Lenders have made no commitment and are under no obligation whatsoever to grant any additional extensions of time at the expiration end of the Forbearance Period, . The time period between the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower Fifth Amendment Effective Date and the Subsidiary Guarantors solely Forbearance Termination Date is referred to herein as the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the “Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).”

Forbearance. (a) The Participant Lenders agree that until Upon the expiration satisfaction of the Forbearance Periodconditions precedent set forth in Section 3 of this Agreement and in reliance on the representations, warranties and agreements of the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower Issuers and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided herein contained, each Forbearing Holder hereby agrees that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period it will not, directly or indirectly, take any Remedial Action with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any respect to the Notes solely as a result of the Loan Documents Excess Cash Flow Prepayment Defaults (and the Acceleration) or the Financial Covenant Defaults. The foregoing limited forbearance shall not be construed to impair the ability of the Forbearing Holders or the Trustee to take any Remedial Action (i) after the Forbearance Period regardless of whether or not such Remedial Action relates to actions taken, matters arising or payments not received during the continuance Forbearance Period or (ii) during the Forbearance Period for Defaults or Events of any Default or Event of Default; provided further that other than the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent Excess Cash Flow Prepayment Defaults or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such lawFinancial Covenant Defaults. (b) Upon a Unless earlier terminated in accordance with the terms of this Agreement, the Forbearing Holders’ forbearance, as provided herein, shall immediately and automatically cease without notice upon the occurrence of any Forbearance Termination Event, and the agreement Issuers and Guarantors at that time shall be obligated to comply with and perform all terms, conditions and provisions of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower Indenture and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, Notes (including, without limitation, their respective rights payment of any unpaid accrued interest at the Post-Default Rate) without giving effect to the forbearance set forth herein. (c) Except for the forbearance to the extent expressly set forth above in subsection 2(a), each Forbearing Holder reserves each and remedies in connection every right and remedy it may have under the Notes, the Indenture, the Security Documents, any agreement relating thereto and under applicable law with any or all of respect to the Excess Cash Flow Prepayment Defaults and Events of Defaultthe Financial Covenant Defaults, including, without limitation, the Specified Defaults. right to continue to charge and accrue (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including but not collect during the Forbearance Period, ) interest at the Post-Default Rate. Nothing herein shall be deemed to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver by any Holder of such Specified any Default or Event of Default whatsoever, whether now existing or hereafter arising (including, without limitation, the Excess Cash Flow Prepayment Defaults and that the Lenders Financial Covenant Defaults), or, except to the extent of the forbearance expressly reserve all rights and remedies that set forth herein, of any right or remedy the Administrative Agent and the Lenders now Trustee or any Holder may in the future have under the Notes, the Indenture, the Security Documents or any or all of the Loan Documents and/or agreement relating thereto and under applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)law.

Forbearance. (a) The Participant Lenders agree Borrower hereby acknowledges and agrees that until the expiration each of the Forbearance PeriodExisting Defaults exists and is continuing without timely cure by Borrower and Borrower further agrees that but for the forbearance of Lender set forth below, Lender would be entitled to pursue its remedies for the Participant Lenders will temporarily enforcement of Borrower's obligations under the Loan Agreement. Borrower further agrees that such Existing Defaults are not cured or waived by reason of Lender's execution of this Amendment. Lender is only agreeing in this Amendment to forbear (subject to the terms hereof) from the exercise of their default-related its remedies under on the Credit Agreements, Loan Documents terms set forth herein which may arise or otherwise, against have arisen by virtue of the Borrower Existing Defaults and the Subsidiary Guarantors solely to the extent the availability upon termination of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with (as hereinafter defined), Lender shall remain entitled to pursue any and all provisions, limitations, restrictions of its remedies which may arise or prohibitions that would otherwise be effective or applicable under any have arisen by virtue of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law.Existing Defaults. ▇▇▇▇▇▇▇▇▇ 3 (b) Upon Lender agrees that for a period (the "Forbearance Period") commencing on the date of this Amendment and ending on the Forbearance Termination EventDate (hereinafter defined), Lender will not exercise any of its rights or remedies under the Loan Agreement which may arise or have arisen from or by virtue of the Existing Defaults. Lender's forbearance under this Amendment will automatically terminate without any notice to Borrower on the date being the earliest of (such date, the agreement "Forbearance Termination Date"): (i) the date that Borrower shall be adjudicated insolvent or shall generally not pay or admit in writing its inability to pay, its debts as they become due, or makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by Borrower seeking to adjudicate it insolvent, seeking liquidation, dissolution, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for Borrower or for any substantial part of its property, or Borrower shall take any action in furtherance of any of the Participant Lenders foregoing or any proceeding of the type referred to in this clause is filed, or any such proceeding is commenced against Borrower, or Borrower by any act indicates approval thereof, consent thereto or acquiescence therein, or an order for relief is entered in an involuntary case under the bankruptcy laws of the United States or an order, judgment or decree is entered appointing a trustee, receiver, custodian, liquidator or similar official or adjudicating Borrower insolvent, or approving the petition in any such proceedings, (ii) the date that Borrower shall fail to perform or observe any covenant or agreement contained in this Amendment, (iii) the date upon which Borrower's obligations under the Loan Agreement have been satisfied in full, and (iv) October 1, 2009. (c) On the Forbearance Termination Date, Lender's agreement hereunder to forbear forebear from exercising their default-related its rights and remedies under the Loan Agreement shall immediately automatically cease and terminate without the requirement and be of any demandno further force and effect, presentment, protest or notice of any kind, all of at which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed Lender shall be entitled to exercise any and all of their respective rights and remedies available under any or all of the Loan Documents and/or Agreement or under applicable law. Borrower waives any and all further notice, includingpresentment, without limitation, their respective rights and remedies in connection notice of dishonor or demand with any or all of respect to its obligations under the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the LendersLoan Agreement. (d) Execution Notwithstanding the provisions of this Amendment, Lender is entitled to take any and all action as may be necessary and appropriate to perfect, protect and defend the priority of its liens under the Loan Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower claims and actions of any other creditors (including any bankruptcy trustee) and to make such filings as may be necessary and appropriate to insure or maintain the Subsidiary Guarantors if such action is contrary priority and perfection of its liens. In order to preserve the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies status quo with respect to any statutes of limitations which may be applicable to any action by Lender for enforcement of its rights under the Specified Defaults Loan Agreement or applicable law, Lender and Borrower agree that all of said statutes are hereby tolled until the occurrence of the Forbearance Termination Date. No failure on the part of Lender to exercise, and no delay in exercising, any right hereunder shall not constitute operate as a waiver of any such Specified Defaults right nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and that the Lenders expressly reserve all rights and not exclusive of any remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or provided by applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)law.

Forbearance. (a) The Participant Lenders agree Servicer and the Borrower hereby notify the Forbearing Parties that until the expiration financial statements of Resource America for the quarter ending March 31, 2009, to be delivered by Borrower on May 15, 2009, will show that the Tangible Net Worth of Resource America is less than its Minimum Tangible Net Worth (such condition, the “Breach”). The occurrence of the Breach constitutes each of the events set forth on Schedule A attached hereto (the “Covenant Failures”), and entitles the Forbearing Parties to exercise remedies pursuant thereto absent the forbearance provided for hereunder. For the period commencing on the date hereof and ending on the close of business on May 28, 2009 (the “Forbearance Period”), the Forbearing Parties will forbear from exercising their rights and remedies resulting solely from the Covenant Failures. The forbearance provided herein shall not extend to any Event of Default, Program Termination Event or Servicer Default other than the Covenant Failures and all of the Forbearing Parties’ rights and remedies with respect thereto are hereby reserved. Further, the forbearance provided herein shall not derogate from the Forbearing Parties’ rights to collect, reserve and/or apply proceeds of Pledged Assets to payment of outstanding liabilities as may be specifically provided for in the RLSA and the other Transaction Documents. If the foregoing forbearance is not extended by the Forbearing Parties by the end of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided Servicer hereby acknowledge that the Borrower Covenant Failures shall exist and that each Forbearing Party shall be fully entitled to declare a Program Termination Date and to exercise all other rights and remedies with respect thereto under the RLSA and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such lawother Transaction Documents. (b) Upon a The Borrower hereby notifies the Qualifying Swap Counterparty that one or more of the Covenant Failures constitutes the “Additional Termination Event, ” (as defined in the agreement Swap Agreement) set forth in clause (i) of Part 1(j) of the Participant Lenders hereunder Swap Agreement and entitles the Qualifying Swap Counterparty to exercise remedies pursuant thereto absent the forbearance provided for hereunder. The Qualifying Swap Counterparty hereby agrees to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective its rights and remedies under any resulting solely from such “Additional Termination Event” or all the Breach and each of the Loan Documents and/or applicable law, including, without limitation, their respective rights Qualifying Swap Counterparty and remedies in connection with any or all the Borrower hereby agrees that the “Early Termination Date” under (and as defined in) the Swap Agreement shall not be declared as a result of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including such “Additional Termination Event” during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than . If the Borrower and foregoing forbearance is not extended by the Subsidiary Guarantors ("Third Party Rights"). For purposes Qualifying Swap Counterparty by the end of the foregoingForbearance Period, the Borrower and hereby acknowledges that such “Additional Termination Event” shall exist under the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Swap Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve Qualifying Swap Counterparty shall be fully entitled to exercise all rights and remedies that with respect thereto under the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)Swap Agreement.

Forbearance. (a) The Participant Lenders Effective as of the Fifth Amended Forbearance Effective Date (as defined below), the Noteholders agree that that, until the expiration of the Fifth Forbearance Period (as defined below), they will forbear from exercising, and shall direct the Indenture Trustee, and by signature hereto so direct the Indenture Trustee pursuant to Section 6.5 of the Indenture, not to exercise, any rights and remedies against the Company or the Subsidiaries that are available under the Indenture, the Intercreditor Agreement, the Collateral Agreements and/or applicable law solely with respect to the Specified Existing Defaults (excluding, however, the Noteholders’ right to charge default interest on the Notes (including on all unpaid interest on the Notes to the extent provided under the Indenture) during the Fifth Forbearance Period); provided, the Participant Lenders will temporarily forbear (subject to the terms hereof) from however, that nothing herein shall restrict, impair or otherwise affect the exercise of their default-related remedies the Noteholders’ rights under the Credit Agreementsthis Fifth Amended Forbearance Agreement, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear no such forbearance shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection constitute a waiver with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, respect to any relief in respect such Specified Existing Defaults or any other Events of adequate protection or relief from any stay imposed Default under such lawthe Indenture. (b) Upon As used herein, the term “Fifth Forbearance Period” shall mean the period beginning on the date hereof and ending upon the occurrence of a Termination Event. As used herein, “Termination Event” shall mean the agreement earlier to occur of (i) January 10, 2008; and (ii) two business days after the Participant Lenders hereunder delivery by the Noteholder Group to forbear from exercising their default-related remedies the Company and Lender of a written notice terminating the Fifth Forbearance Period (the “Termination Notice”), which notice may be delivered at any time upon or after the occurrence of any Forbearance Default (as defined below); provided, however, that notwithstanding the foregoing, (x) this Fifth Amended Forbearance Agreement shall immediately terminate two (2) business days after the occurrence of a Forbearance Default under subsection (D) below without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all need for delivery of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).Termination

Forbearance. Bank agrees to forebear until October 31, 2001 from exercising its remedies under the Existing Loan Documents, notwithstanding Borrower's existing default under the Loan Agreement as a result of Borrower's failure to (ai) The Participant Lenders agree maintain the Adjusted Quick Ratio and (ii) increase the annual value of its contract value of subscriptions on a quarterly basis (the foregoing being referred to as "Existing Defaults") or any future breaches under the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement (as so modified, the "Loan Documents"). By signing below, the Borrower acknowledges that they are currently in default and as a result of such default, (i) effective September 1, 2001 and until the expiration earlier of Borrower being in compliance with the Existing Defaults or Bank's waiver of the Existing Defaults the Finance Charge and Collateral Handling Fee shall be increased to the default rates defined in Sections 3.2 and 3.5 and (ii) Bank is entitled to exercise its remedies as provided in the Existing Loan Documents and as provided under applicable law. Nothing in this Agreement in any way shall constitute Bank's waiver of Borrower's Existing Defaults. A breach by Borrower of any of the terms set forth in this Agreement or the occurrence of any default (other than the Existing Defaults) under the Existing Loan Documents shall result in immediate termination of Bank's forbearance, whereupon Bank, at its option, without any notice to Borrower, may immediately cease making any Advances and may immediately exercise any remedies available to Bank under the Existing Loan Documents and this Agreement, and under applicable law. Upon termination of the Forbearance Period described above, without any notice to Borrower, Bank may exercise any remedies available to Bank under the Loan Documents and under applicable law. In addition, Bank's agreement to continue to forbear from enforcing its remedies under the Existing Loan Documents until the end of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies notwithstanding Borrower's Existing Defaults under the Credit AgreementsExisting Loan Documents, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely (a) in no way shall be deemed an agreement by Bank to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period waive Borrower's compliance with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any other terms of the Existing Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawDocuments, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. as modified by this Loan Modification and Forbearance Agreement and (b) Upon a Termination Event, the agreement shall not limit or impair Bank's right to demand strict performance of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement all other terms and covenants as of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waivedate. The Borrower and the Subsidiary Guarantors agree further agrees that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights rights or remedies allowed to Bank when an Event of Default occurs, as provided for in the Existing Loan Documents (the "Default Rights") upon termination of the Administrative Agent and the Lenders. (d) Execution Forbearance Period shall not be affected by reason of this Agreement constitutes and the Borrower shall not assert as a direction by defense thereto the Participant Lenders passage of time, estoppel, laches or any statute of limitations to the extent that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms exercise of any Default Rights was precluded by this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. Provided each of the following are fully and timely satisfied, Lender shall forbear from exercising its Default Remedies resulting from the Tenant Default: (a) The Participant Lenders agree that until the expiration of the Forbearance Period, the Participant Lenders will temporarily forbear neither Borrower nor Guarantor breaches this Agreement (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the it being expressly understood and agreed by Borrower and the Subsidiary Guarantors solely Guarantor that neither of them shall be afforded any notice or opportunity to the extent the availability cure any breach of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law.this Agreement); (b) Upon a Termination Eventon or before October 1, 2020, Tenant resumes making all Lease Payments, in full, into Borrower’s Account in accordance with the agreement terms of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower Lease and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable lawand thereafter timely makes said Lease Payments into Borrower’s Account; provided, includinghowever, without limitationif the initial Lease Payment required hereunder is not timely made in accordance with the terms hereof, their respective rights and remedies this condition to forbearance shall not be breached if Tenant actually makes said initial Lease Payment in connection accordance with any or all of the Defaults and Events of Defaultterms hereof by no later than October 12, including, without limitation, the Specified Defaults.2020; (c) For the avoidance of doubt, nothing herein limits the right in accordance with Section 365(d)(4) of the Administrative Agent United States Bankruptcy Code and prior to the earlier of the BK Discharge Deadline (as defined below) or the Lendersdeadline for affirmation/rejection of leases in the Tenant’s bankruptcy proceeding (as said deadline may be extended by the presiding bankruptcy court pursuant to Section 365(d)(4) of the United States Bankruptcy Code), including during (i) the Forbearance PeriodTenant or bankruptcy trustee assumes the Lease in Tenant’s bankruptcy proceeding and (ii) Borrower provides Lender with evidence reasonably acceptable to Lender confirming the presiding bankruptcy court’s approval of said Lease assumption (e.g., to take any action to preserve an order from the bankruptcy court presiding over Tenant’s bankruptcy approving said Lease assumption or exercise rights other court filings which demonstrate that the Tenant or remedies against parties other than bankruptcy trustee has timely assumed the Borrower Lease and the Subsidiary Guarantors ("Third Party Rights"presiding bankruptcy court has approved the same). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders.; (d) Execution on or before December 31, 2020 (the “BK Discharge Deadline”), (i) the bankruptcy court presiding over the Tenant’s bankruptcy issues a final decree or order closing said bankruptcy proceeding and (ii) Borrower provides Lender with a copy of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower said decree or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement.order; and (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement there is no event, circumstance or condition which, if it were to continue uncured, would, with notice or lapse of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not time or both, constitute a waiver of such Specified Defaults and that Default (other than the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have Tenant Default) under any or all of the Loan Documents/Other Related Documents and/or applicable law in connection with all Defaults at any point from the Effective Date through the date both items (b) and Events of Default (including without limitation the Specified Defaults)c) above are timely and fully satisfied.

Forbearance. Subject to all the terms and conditions set forth herein, Collateral Agent and Lenders shall forbear from filing any legal action or instituting or enforcing any rights and remedies they may have against Borrower in connection with the Existing Events of Default immediately after completion of the Initial Accelerated Paydown (the “Forbearance Effective Date”) until the date which is the earliest to occur of (a) The Participant Lenders agree that until the expiration failure after the date hereof of the Forbearance Period, the Participant Lenders will temporarily forbear (subject Borrower to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance terms or undertakings of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawthis Agreement, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Eventthe occurrence after the date hereof of any other Event of Default (other than the Existing Events of Default) and (c) February 5, 2025 (the earliest such date, the agreement of the Participant “Forbearance Termination Date”). This Agreement does not constitute a waiver or release by Collateral Agent and Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice obligations of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed pursuant to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Existing Events of Default, including, without limitation, any other existing Event of Default or any Event of Default which may arise in the Specified Defaults. (c) For future after the avoidance date of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance Agreement. If Borrower does not comply with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower , Collateral Agent and the Subsidiary Guarantors acknowledge Lenders shall have no further obligations under this Agreement and agree that the agreement of the Participant Lenders hereunder shall be permitted to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of exercise at such Specified Defaults and that the Lenders expressly reserve all time any rights and remedies against Borrower as they deem appropriate in their sole and absolute discretion. Borrower understands that the Administrative Collateral Agent and Lenders have made no commitment and are under no obligation whatsoever to grant any additional extensions of time at the Lenders now or may in the future have under any or all end of the Loan Documents and/or applicable law in connection with all Defaults Forbearance Period. The time period between the Forbearance Effective Date and Events of Default (including without limitation the Specified Defaults)Forbearance Termination Date is referred to herein as the “Forbearance Period.”

Forbearance. Solely as an accommodation to the Company (aand without waiving any rights or remedies available to the Investors under the Note Purchase Agreement, the Notes, the Security Agreement (as amended and restated hereby) The Participant Lenders or any other agreement or instrument executed and delivered by the Company in connection therewith (the “Financing Documents”), the Investors, subject to the provisions of this Agreement, and in consideration of the provisions hereof, agree that to forbear from exercising their rights and remedies with respect to the Existing Defaults until November 28, 2011 (the “Forbearance Deadline”) provided that, and so long as, the following conditions (the “Conditions”) are satisfied: i) if the Company enters into the Asset Sale, up to 100% of the proceeds from such Asset Sale will be paid directly to the Investors to be applied against the Notes and the Exchange Notes in accordance with the terms thereof; and ii) without limiting any rights available to the Investors under the Loan Documents, if, as of the Forbearance Deadline, the Notes and the Exchange Notes shall not have been paid in full, the Investors shall be entitled to cause the Collateral Agent, pursuant to the terms of Section 3.11 of the Note Purchase Agreement, to take possession of all or any portion of the Collateral (as defined in the Amended and Restated Security Agreement) and to cause the Collateral Agent to sell or otherwise dispose of the Collateral, and all proceeds from such sales shall be applied to the Notes and the Exchange Notes until they are satisfied in full. Any failure by the Company to timely satisfy any Conditions shall be an Event of Default under the Financing Documents and the Exchange Notes. Any Event of Default under the Financing Documents or the Exchange Notes shall be a default under this Agreement. Any provision of this Agreement to contrary notwithstanding, the Investors do not waive any of the Existing Defaults and hereby preserve all of their rights and remedies with respect to such Existing Defaults. Accordingly, following the expiration of the Forbearance PeriodDeadline, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors Investors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed free to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitationFinancing Documents, the Specified Defaults. (c) For Original Notes, the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower Exchange Notes and the Subsidiary Guarantors ("Third Party Rights")Amended and Restated Security Agreement, at law or in equity, and at such time as the Investors may elect. For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly Investors reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents right to declare defaults and/or applicable law in connection with all Defaults and Events of Default (including without limitation under the Specified Defaults)Financing Documents, this Agreement and the Exchange Notes that occur on or after the date hereof, whether or not enumerated in this Agreement. If there shall be any defaults or Events of Default under the Financing Documents, this Agreement or the Exchange Notes, in any case, arising at any time on or after the date hereof, none of the aforementioned defaults shall be waived, and the Investors may exercise their rights and remedies under the Financing Documents, this Agreement or the Exchange Notes, at law or in equity, and at such time as the Investors may elect.

Forbearance. (a) The Participant Administrative Agent, the Lenders and the Issuing Bank agree that until the expiration in favor of the Forbearance Period, Borrower that they shall refrain from taking any action to foreclose or recover the Participant Lenders will temporarily forbear “Collateral” (subject as defined in the Pledge Agreement) or otherwise initiate collection proceedings against the Borrower with respect to the terms hereof) Pledge Defaults from the exercise date hereof through and including the earlier of their default-related remedies (i) March 31, 2015, or (ii) the occurrence of an Event of Default under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Agreement (Licensing) (other than a Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree Default that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any have waived in writing and all of their respective rights a Pledge Default) (the “Forbearance Period”). The Borrower acknowledges and remedies under any or all agrees that, notwithstanding the foregoing, (a) each of the Loan Documents and/or Administrative Agent, the Lenders and the Issuing Bank reserves the right to enforce each and every term of the Pledge Agreement (other than remedies resulting from a Pledge Default during the Forbearance Period), and is under no duty or obligation of any kind or any nature to grant the Borrower any additional period of forbearance beyond the Forbearance Period; (b) each action of the Administrative Agent, the Lenders and the Issuing Bank in entering into this Agreement shall not be construed as a waiver or relinquishment of, or estoppel to assert, any of Administrative Agent’s rights under the Pledge Agreement or applicable law, including, without limitation, their respective rights ; and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For each action of the avoidance of doubtAdministrative Agent, nothing herein limits the Lenders and the Issuing Bank in entering into this Agreement is without prejudice to the right of the Administrative Agent or Agent, the Lenders, including during Lenders and the Issuing Bank to pursue any and all remedies available to any of them upon expiration of the Forbearance Period, to take any action to preserve Period or exercise rights immediately upon the occurrence of an Event of Default under the Credit Agreement (Licensing) or remedies against parties a “Default” under the Pledge Agreement (other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified DefaultsPledge Default).

Forbearance. (a) The Participant Lenders agree that until the expiration of the Forbearance Period, the Participant Lenders will temporarily forbear (subject 1.1 Subject to the terms hereof) and conditions set forth herein, the Agent hereby agrees, during the period from the exercise of their default-related remedies under time this Agreement becomes effective pursuant to Section 2 hereof until 9:00 a.m. New York time on March 7, 2005 (such period, as it may be prematurely terminated at the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any option of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary pursuant to the terms of this Agreement, the “Forbearance Period”), to forbear temporarily from exercising its rights, solely on account of the Dilution Trigger Event, to declare an Amortization Commencement Date or to terminate Maxtor as Servicer under the Loan Agreement. This agreement to forbear solely on account of the Dilution Trigger Event as provided herein expires at the conclusion of the Forbearance Period and the Agent may, at any time thereafter, exercise any of its rights and remedies with respect to the Dilution Trigger Event to the same extent as if this Agreement did not exist, including without limitation, the right to declare the occurrence of the Amortization Commencement Date, terminate Maxtor as Servicer, and exercise any remedies set forth in the Transaction Documents which are exercisable from and after the Amortization Commencement Date. Notwithstanding the foregoing, the Agent agrees that that it shall also forbear from exercising its rights, solely on account of the Dilution Trigger Event, to declare an Amortization Commencement Date or to terminate Maxtor as Servicer under the Loan Agreement after the conclusion of the Forbearance Period if a Monthly Remittance Report delivered on March 7, 2005 demonstrates that the average of the Dilution-to-Liquidation Ratios for the three Cut-Off Dates immediately preceding March 7, 2005 does not exceed 17.50%. (e) 1.2 The specific agreements to forbear described in Section 1.1 above apply only to the Dilution Trigger Event and not to any other facts or circumstances giving rise to an Early Amortization Event or Servicer Default which may have occurred or may hereafter occur, and nothing in this Agreement shall be deemed to restrict any right or remedy the Agent may have on account of any such other Early Amortization Event or Servicer Default, including the right to declare the occurrence of the Amortization Commencement Date at any time during the Forbearance Period or thereafter on account of any such other Early Amortization Event or to terminate the Servicer during the Forbearance Period or thereafter on account of any such other Servicer Default. The Agent is not hereby waiving the existence of any Early Amortization Event or Servicer Default and is merely agreeing to forbear as provided herein during the Forbearance Period and/or thereafter as expressly set forth above in Section 1.1. Except for the forbearance expressly set forth above in Section 1.1, the Agent expressly reserves each and every right and remedy it has under the Transaction Documents and under applicable law, and nothing in this Agreement shall be deemed to constitute a waiver of any Early Amortization Event or Servicer Default whether now existing or hereafter arising, or, constitute a waiver of, or, except for the forbearance expressly set forth above in Section 1.1, forbearance of, any right or remedy the Agent may have under any of the Transaction Documents or applicable law. 1.3 Each of the Borrower and the Subsidiary Guarantors Servicer expressly acknowledge and agree that the agreement of the Participant Lenders hereunder Agent under Section 1.1 to forbear from exercising their default-related remedies as provided herein is expressly conditioned on compliance by each of the Borrower and the Servicer with respect the covenants, agreements, terms and conditions contained herein and that if the Borrower or the Servicer fails to comply with any such covenants, agreements, terms or conditions for any reason, the Agent shall have the right, by written notice to the Specified Defaults shall not constitute a waiver of such Specified Defaults and other parties hereto, to declare that the Lenders expressly reserve Forbearance Period has terminated upon which declaration this Agreement shall no longer be of any force and effect and the Agent shall be entitled to exercise all rights and remedies that the Administrative Agent and the Lenders now or may in the future have exercise of which are otherwise temporarily postponed under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)Section 1.1 above.

Forbearance. (a) Each Holder hereby agrees that during the Forbearance Period it will not (x) take any Remedial Action with respect to the Notes in connection with the Existing Default or the Payment Default or (y) sell, pledge, hypothecate or otherwise transfer any Notes, except to a purchaser or other entity who agrees in writing with the Issuer prior to such transfer to be bound by all of the terms of this Agreement with respect to the relevant Notes being transferred to such purchaser. The Participant Lenders agree that until foregoing limited forbearance shall not be construed to impair the expiration ability of the Holders or the Trustee to take any Remedial Action after the Forbearance Period regardless of whether or not such Remedial Action relates to actions taken or payments received during the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period for Defaults or Events of Default other than the Existing Default and the Payment Default. (b) Unless earlier terminated in accordance with the terms of this Agreement, the Holders’ forbearance, as provided herein, shall immediately cease without notice on the Forbearance Termination Date, and the Issuer and Guarantors at that time shall be obligated to comply with and perform all provisionsterms, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any conditions and provisions of the Loan Documents during Indenture and the continuance Notes without giving effect to the forbearance set forth herein. (c) The Holders’ forbearance is further expressly subject to and conditioned upon the Issuer and Guarantors’ strict compliance with each and every term and provision of any this Agreement, and, except with respect to the Existing Default or Event and the Payment Default, the Issuer and Guarantors’ strict compliance with each and every term and provision of Default; provided further the Indenture and Notes, except as such terms and provisions are modified by this Agreement. (d) The Holders hereby request that the agreement of the Participant Lenders temporarily to forbear shall Trustee not apply to nor preclude take any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawRemedial Action, including without limitation, any action to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, accelerate the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including Notes during the Forbearance Period, to take . In the event that the Trustee takes any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes declare all of the foregoingNotes immediately due and payable pursuant to Section 6.2(a) of the Indenture during the Forbearance Period solely due to the Existing Default or the Payment Default, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights Holders agree, pursuant to Section 6.2(b) of the Administrative Agent Indenture, to promptly rescind and cancel such acceleration; provided, however, that if the Lenders. (d) Execution of this Agreement constitutes a direction Holders rescind and cancel such acceleration by the Participant Lenders that the Administrative Agent act Trustee in accordance with Section 6.2(b) of the Indenture, each Holder shall defer its terms. Each Participant Lender agrees thatright to receive any cure of the Payment Default until such time as set forth in the proposed Restructuring Agreement or otherwise; provided further, notwithstanding anything however, that such rescission and deferral shall be of no further force and effect to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree extent that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies “Forbearance Period” with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all either of the Loan Documents and/or applicable law in connection with all Defaults Forbearance Agreements (and Events of Default (including without limitation the Specified Defaults)as defined therein) has ended.

Forbearance. Foothill and Borrower hereby acknowledge that certain Events of Default previously disclosed to Foothill by Borrower (aincluding without limitation those certain Events of Default acknowledged and disclosed Foothill by Borrower in those certain letters from Borrower to Foothill, dated as of March 3, 1998 and May 8, 1998) The Participant Lenders agree that until have occurred and are continuing under the expiration Loan Agreement (the "Current Defaults"). Foothill hereby agrees to forebear from taking any action or exercising any of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related its remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely Agreement with respect to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply Current Defaults during the Forbearance Period with all provisionsperiod from October 1, limitations1998, restrictions or prohibitions through and including October 31, 1998; provided, however, that would otherwise be effective or applicable under any of such forbearance shall apply only to the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear Current Defaults, shall not apply to nor preclude any remedy available to other Event of Default continuing as of the Administrative Agent Amendment Date, or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect Event of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination EventDefault that may occur after the Amendment Date. Further, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults forbearance shall not constitute a waiver by Foothill of any of its rights or remedies under the Loan Agreement, but shall only constitute a limited forbearance. Furthermore, nothing contained in this letter shall diminish, prejudice or waive any of Foothill's rights or remedies under the Loan Agreement or applicable law, and Foothill hereby reserves all such rights and remedies. Anything contained in the foregoing to the contrary notwithstanding, Foothill's continued forbearance with respect to the Current Defaults shall be contingent on Borrower's successful consummation of the sale of certain of Borrower's radio stations to Catholic Radio Network, LLC ("CRN") pursuant to the transactions contemplated in the proxy statement with respect to the sale of such Specified Defaults and that radio stations to CRN (the Lenders expressly reserve all rights and remedies that "Proxy"), in accordance with the Administrative Agent and approvals obtained from the Lenders now or may in holders of Borrower's Stock for such sale requested from the future have under any or all of the Loan Documents and/or applicable law holders in connection with all Defaults the Proxy, on or before October 31, 1998, and Events Borrower's failure to achieve the foregoing on or before the date set forth above shall terminate Foothill's agreement to the forgoing forbearance from and after the date of Default (including without limitation the Specified Defaults)such failure.

Forbearance. From and after the Effective Date (aas defined below) The Participant Lenders agree and through the earlier of: (i) 6:30 p.m. Eastern Daylight Time on the first business day that until is fifteen (15) calendar days after the expiration Effective Date, and (ii) the occurrence and continuance of a Triggering Event (as defined herein) (the “Forbearance Period”), each of the Participating Counterparties shall and hereby agrees to forbear from exercising any of its rights or remedies, as applicable, under its respective Applicable Agreements in respect of the Acknowledged Events of Default; provided that, without limiting and subject to the foregoing, each Participating Counterparty shall be permitted, during the Forbearance Period, to request, demand, or provide notice of margin, collateral or payments under the Applicable Agreements or applicable law; provided further that nothing contained herein will prevent a Participating Counterparty from exercising any such rights or remedies that are required by FINRA Rule 4210 as long as the applicable Participating Counterparty has exercised good faith efforts to obtain a waiver of, or an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210. Except as expressly set forth in this Agreement, nothing contained in this Agreement shall be deemed to constitute a waiver of any Acknowledged Event of Default or any other default, event of default or termination event under any of the Applicable Agreements or an amendment, supplement or modification of any term or condition of any of the Applicable Agreements. Upon the termination of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily Participating Counterparties to forbear as set forth in this Section 1 shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall be void ab initio and immediately terminate without the requirement of any demand, presentment, protest protest, or notice of any kindkind (including any written notice of such termination or any obligation to provide notice of any default, event of default, termination event or exercise of remedies that may be required under the respective Applicable Agreements), all of which are hereby waived by the Borrower and the Subsidiary Guarantors hereby waiveCompanies. The Borrower Companies hereby acknowledge and agree that, upon the Subsidiary Guarantors agree termination of the Forbearance Period, the Participating Counterparties that the Administrative Agent and the Lenders are party hereto may at any time, and from time thereafter proceed to time, in their sole and absolute discretion, with respect to the Acknowledged Events of Default or any other default or event of default that may have occurred under the respective Applicable Agreements, exercise against any applicable Seller Entity (and its properties) any and all of their respective rights rights, remedies, powers and remedies privileges under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit such Applicable Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms applicable law and/or equity, all of this Agreement. (e) The Borrower which rights, remedies, powers and the Subsidiary Guarantors acknowledge and agree that the agreement privileges are fully reserved by each of the Participant Lenders hereunder Participating Counterparties, and without regard to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of any grace or notice periods provided under such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or Applicable Agreements, all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)which shall be deemed to have expired.

Forbearance. From the Effective Date through July 31, 2015 (“Forbearance Period”), Lender hereby agrees to further forbear from enforcing the remedies available to it under the Riverside Loan Documents, the Riverside Guaranty, and the Riverside Security Agreement 2, and applicable law on the condition that: (a) The Participant Lenders agree that until the expiration Borrower does not file, or have filed against it, any petition for bankruptcy under any chapter of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified DefaultsUnited States Bankruptcy Code; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law.and (b) Upon a Termination Event, the agreement No other creditor of Borrower: (i) executes on or garnishes any of the Participant Lenders hereunder property of Borrower; or (ii) commences any action or proceeding to forbear enforce any remedies or collect any amounts due or claimed due from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest Borrower which action or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all proceeding is not dismissed within thirty (30) days after commencement of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults.same; and (c) For Except as to the avoidance specific defaults described in the Recitals of doubtthis Agreement, nothing herein limits Borrower is not in default under the right terms of the Administrative Agent any indebtedness extended by Lender to Borrower or the Lendersobligation owed by Borrower to Lender, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower Riverside Loan Documents and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders.Riverside Guaranty; and (d) Execution Borrower performs all of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement.obligations hereunder; and (e) The No representations or warranties of Borrower prove to be false or misleading in any material respect; and (f) On the first (1st) day of each month commencing March 1, 2015 and continuing on the Subsidiary Guarantors acknowledge first (1st) day of each month thereafter through and agree that including July 1, 2015, Borrower shall make principal and interest payments in the agreement amount of $500.00 to Lender. All payments made under this Subsection (f) shall be applied first to accrued interest, then to the unpaid principal balance of the Participant Lenders hereunder to forbear from exercising their default-related remedies Riverside Note; and (g) Borrower is in full compliance with respect to the Specified Defaults shall not constitute a waiver terms of such Specified Defaults the Revolving Loan; and (h) Except for the maturity date and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future payment obligations which have under any or been adjusted as provided for herein, Borrower will observe all of the other terms and conditions of the Riverside Loan Documents and/or applicable law in connection with all Defaults Documents, the Riverside Guaranty, and Events of Default (including without limitation the Specified Defaults)Riverside Security Agreement 2.

Forbearance. Bank agrees to forebear until December 31, 2001 (athe Forbearance Period") The Participant Lenders agree from exercising its remedies under the Existing Loan Documents, notwithstanding Borrower's existing default under the Loan Agreement as a result of Borrower's failure to meet the Adjusted Quick Ratio for the quarter ending September 2001, (the foregoing being referred to as "Existing Defaults") or any future breaches under the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement (as so modified, the "Loan Documents"). By signing below, Borrower acknowledges that they are currently in default and as a result of such default, Bank is entitled to exercise its remedies as provided in the Existing Loan Documents and as provided under applicable law. Nothing in this Agreement in any way shall constitute Bank's waiver of Borrower's Existing Defaults. A breach by Borrower of any of the terms set forth in this Agreement or the occurrence of any default (other than the Existing Defaults) under the Existing Loan Documents shall result in immediate termination of Bank's forbearance, whereupon Bank, at its option, without any notice to Borrower, may immediately cease making any Advances and may immediately exercise any remedies available to Bank under the Existing Loan Documents and this Agreement, and under applicable law. Upon termination of the Forbearance Period described above, without any notice to Borrower, Bank may exercise any remedies available to Bank under the Loan Documents and under applicable law. In addition, Bank's agreement to continue to forbear from enforcing its remedies under the Existing Loan Documents until the expiration end of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies notwithstanding Borrower's Existing Defaults under the Credit AgreementsExisting Loan Documents, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely (a) in no way shall be deemed an agreement by Bank to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period waive Borrower's compliance with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any other terms of the Existing Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawDocuments, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. as modified by this Loan Modification and Forbearance Agreement and (b) Upon a Termination Event, the agreement shall not limit or impair Bank's right to demand strict performance of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement all other terms and covenants as of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waivedate. The Borrower and the Subsidiary Guarantors agree further agrees that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights rights or remedies allowed to Bank when an Event of Default occurs, as provided for in the Existing Loan Documents (the "Default Rights") upon termination of the Administrative Agent and the Lenders. (d) Execution Forbearance Period shall not be affected by reason of this Agreement constitutes and the Borrower shall not assert as a direction by defense thereto the Participant Lenders passage of time, estoppel, laches or any statute of limitations to the extent that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms exercise of any Default Rights was precluded by this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).

Forbearance. (a) Upon the satisfaction of the conditions precedent set forth in Section 3 of this Agreement, each Forbearing Holder hereby agrees that during the Forbearance Period it will not, directly or indirectly, (x) take any Remedial Action with respect to the Notes in connection with the Specified Defaults, (y) take any Remedial Action with respect to the purported breaches set forth in the letter dated May 21, 2010 of ▇▇▇▇▇ ▇. ▇▇▇▇▇ to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Canadian Facility Matters”), it being understood that neither the Issuer nor the Guarantors admit to the validity of such breaches, or (z) sell, pledge, hypothecate or otherwise transfer any Notes, except to a purchaser or other entity who agrees in writing (delivered to Sidley Austin LLP) to be bound by all of the terms of this Agreement with respect to the relevant Notes being sold, pledged, hypothecated or transferred to such purchaser or entity. The Participant Lenders agree that until foregoing limited forbearance shall not be construed to impair the expiration ability of the Forbearing Holders or the Trustee to take any Remedial Action (i) after the Forbearance Period regardless of whether or not such Remedial Action relates to actions taken, matters arising or payments not received during the Forbearance Period or (ii) during the Forbearance Period for Defaults or Events of Default other than the Specified Defaults and the Canadian Facility Matters. Without prejudicing the rights and remedies of the Forbearing Holders in respect of the Canadian Facility Matters (except as expressly limited in this Agreement), in no event, during the Forbearance Period, shall the Participant Lenders will temporarily forbear (subject to Forbearing Holders assert that a Forbearance Termination Event has occurred because the terms hereof) from the exercise Canadian Facility Matters constitute a Default or an Event of their default-related remedies Default under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such lawIndenture. (b) Upon a Unless earlier terminated in accordance with the terms of this Agreement, the Forbearing Holders’ forbearance, as provided herein, shall immediately cease without notice upon the occurrence of any Forbearance Termination Event, and the agreement Issuer and Guarantors at that time shall be obligated to comply with and perform all terms, conditions and provisions of the Participant Lenders hereunder Indenture and the Notes without giving effect to forbear from exercising their default-related remedies the forbearance set forth herein. (c) The Forbearing Holders hereby agree to execute and deliver a letter, promptly after the Effective Date to the Trustee in the form attached hereto as Schedule A (the “Letter”), which letter shall immediately terminate without not be withdrawn or rescinded by the requirement Forbearing Holders until the occurrence of any demandForbearance Termination Event. (d) Except for the forbearance to the extent expressly set forth above in subsection 2(a), presentmenteach Forbearing Holder reserves each and every right and remedy it may have under the Notes, protest or notice of the Indenture, the Collateral Documents, any kind, all of which the Borrower agreement relating thereto and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at under applicable law with respect to any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of DefaultSpecified Defaults, including, without limitation, the Specified Defaults. (c) For right to continue to charge and collect interest at the avoidance of doubt, nothing herein limits the right default rate pursuant to Section 1 of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower Notes. The Issuer and the Subsidiary Guarantors ("Third Party Rights"). For purposes each of the foregoing, the Borrower and the Subsidiary Guarantors hereby acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights default interest pursuant to Section 1 of the Administrative Agent Notes shall accrue from and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its termsafter July 1, 2010. Each Participant Lender agrees that, notwithstanding anything Nothing herein shall be deemed to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver by any Holder of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now any Default or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events Event of Default whatsoever, whether now existing or hereafter arising (including including, without limitation limitation, any of the Specified Defaults), or, except to the extent of the forbearance expressly set forth herein, of any right or remedy the Trustee or any Holder may have under the Notes, the Indenture, the Collateral Documents or any agreement relating thereto and under applicable law.

Forbearance. (a) The Participant Lenders agree that Lender previously agreed to forbear from exercising any rights and remedies under the Loan Agreement and applicable law because of the Forbearance Events of Default for a limited time period, expiring November 15, 2001, on the terms set forth in the Fourteenth Amendment. By subsequent letter agreement, Lender agreed to extend such forbearance through January 31, 2003. In accordance with the terms hereof, Lender agrees that, notwithstanding the occurrence of the Forbearance Events of Default and until the expiration of the "Forbearance Period" (as hereinafter defined), the Participant Lenders Lender will temporarily forbear (from exercising any rights and remedies under the Loan Documents and applicable law and Lender will continue to make loans to Borrower in accordance with and subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any conditions of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawAgreement, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower as modified and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction amended by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The , as though the Forbearance Event of Defaults had not occurred and did not exist, provided however that in addition to and not in derogation of any of Lender's other rights under the Loan Agreement, Lender hereby specifically reserves the right to unilaterally and in Lender's sole and absolute discretion, impose additional reserves and to reduce the Eligible Inventory Sublimit and other sublimits under the Loan Agreement from time to time. As consideration for Lender's entering into this Agreement and to induce Lender to waive the effect of the Forbearance Events of Default on a temporary basis as set forth herein, Borrower acknowledges and agrees that Lender may take the actions described in the preceding sentence without approval from or notice to Borrower and even if the Subsidiary Guarantors acknowledge actions so taken by Lender would otherwise be deemed to be commercially unreasonable, economically burdensome or detrimental to Borrower. Borrower hereby consents to any such action or actions on the part of Lender and agree irrevocably waives any and all rights that the agreement Borrower possesses to object to any such action or actions. Upon termination of the Participant Lenders hereunder Forbearance Period, Lender's agreement to forbear hereunder shall be null and void and Lender shall be free to exercise its rights and remedies under the Loan Agreement and other Loan Documents and applicable law, immediately and without further notice. As used herein, the term "Forbearance Period" means the period beginning on the date hereof and continuing through December 1, 2003 or any earlier date on which Lender terminates its forbearance hereunder as provided in the following sentence. Lender may terminate its forbearance hereunder prior to December 1, 2003 and exercise its rights and remedies under the Loan Agreement, the other Loan Document and at law if it determines that any of the following events has occurred: (i) any Event of Default, other than the Forbearance Events of Default (and other than a default under any financial covenant set forth in the Loan Agreement), under the Loan Agreement or any of the other Loan Documents; (ii) a "Material Adverse Change" (as that term is hereinafter defined); or (iii) the failure of Borrower to perform, comply with and observe each and every covenant, warranty, duty and obligation of Borrower hereunder. As used herein, the term "Material Adverse Change" means any material adverse change from exercising their default-related remedies and after the date hereof in (a) the financial condition, credit, business, prospects, properties or operations of the Borrower,(b) the ability of the Borrower to perform its obligations under the Loan Agreement and the Loan Documents to which it is a party on a timely basis other than with respect to the Specified Defaults shall not constitute a waiver Forbearance Events of such Specified Defaults and that Default, or (c) the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all value of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)Collateral.

Forbearance. During the period commencing on the Effective Date and ending on the earlier to occur of (a) The Participant 5:00 p.m. (Dallas, Texas time) on October 31, 2012; or (b) the date that any Forbearance Default (as defined in Section 9.01 hereof) occurs (the "Forbearance Period"), and subject to the other terms and conditions of this Amendment, Agent and Lenders agree that until they will forbear from exercising their rights and remedies, including, without limitation, (i) initiating judicial proceedings for the collection of the Obligations, (ii) initiating any judicial enforcement action for the foreclosure upon and sale of the Collateral; or (iii) filing or joining in any filing any involuntary petition under the Bankruptcy Code with respect to Borrowers, in respect of the Subject Events of Default; provided, however, that Agent may, but shall not be obligated to, collect the Accounts and proceeds of other Collateral and apply such collections and proceeds thereof to the Obligations and impose the Default Rate as contemplated in the Credit Agreement. Upon the expiration or termination of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders’ forbearance shall automatically terminate and Agent and Lenders may at any time thereafter proceed shall be entitled to exercise any and all of their respective rights and remedies under any or all of this Amendment, the Loan Credit Agreement and/or the Other Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of respect to the Defaults and Subject Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative . Borrowers agree that Agent or the Lenders, including during and Lenders shall have no obligation to extend the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all inclusion of the Loan Documents and/or applicable law in connection with all Defaults and Expected Events of Default (including without limitation to the Specified extent that they occur within the Forbearance Period) within the “Subject Defaults)” shall not imply any intention to do so. This Amendment and the forbearance contemplated by this Section 7.01 shall not be construed as establishing a custom or a course of dealing or conduct among Agent, Lenders and Borrowers.

Forbearance. (a) The Participant Borrower has requested that the Administrative Agent and the Lenders agree that until forbear from exercising the expiration rights and remedies available to them with respect to the Borrower and its Subsidiaries as a result of the Forbearance PeriodSubject Events (hereinafter defined) during the period from the date hereof to and including October 31, 2001. The Administrative Agent and the Participant Determining Lenders will temporarily hereby agree to forbear (from instituting the Default Rate, prohibiting Advances from being continued as or converted into LIBOR Advances, and exercising the rights and remedies available to them with respect to the Borrower and its Subsidiaries as a result of the Subject Events, other than Blockage Rights, from the date hereof to and including October 31, 2001, subject to the terms hereofof this Agreement and subject to the occurrence of no further Event of Default. Upon the earlier of (i) the occurrence of any Event of Default, other than as a result of the Subject Events, (ii) the commencement of any collection action by the holders of the Senior Subordinated Notes or any trustee or representative thereof, or (iii) October 31, 2001, the Administrative Agent's and the Determining Lenders' agreement herein to forbear from instituting the Default Rate, prohibiting Advances from being continued as or converted into LIBOR Advances, and exercising the rights and remedies available to them with respect to the Borrower and its Subsidiaries as the result of the Subject Events (other than Blockage Rights) shall at the option of the Determining Lenders immediately terminate, and the Administrative Agent and the Lenders shall be entitled immediately to exercise of their default-related any and all rights and remedies available under the Credit AgreementsAgreement and any other Loan Document, Loan Documents at law, in equity, or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisionswithout notice, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest notice of dishonor, notice of acceleration, notice of intent to accelerate, protest, or notice other formalities of any kind, all of which are hereby expressly waived by the Borrower and the Subsidiary Guarantors hereby waiveBorrower. The Borrower and hereby acknowledges its noncompliance with the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all Credit Agreement as a result of the Loan Documents and/or applicable lawSubject Events, including, without limitation, their respective rights and remedies in connection with any or all acknowledges the existence of the Defaults and Events an Event of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree acknowledges that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).Fourth Amendment constitutes

Forbearance. (a) The Participant Lenders agree that until the expiration In consideration of the Forbearance Period, execution and delivery by the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise Soupman Entities of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower this Agreement and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any performance of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all Soupman Entities of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies obligations set forth in connection with any or all of the Defaults and Events of Default, this Agreement including, without limitation, the Specified execution, delivery and performance of the agreements and instruments contemplated hereby, Lender agrees that so long as no Forbearance Default (as hereinafter defined) shall have occurred and be continuing, during the Forbearance Period (as hereinafter defined) Lender hereby agrees to forbear from exercising and enforcing against the Soupman Entities its rights, powers and remedies under the Loans and the ▇▇▇▇ Entities Guaranty by reason of the Existing Defaults; provided, however, that upon the occurrence of a Forbearance Default, Lender may exercise all of her rights and remedies with respect to the Existing Defaults and the Forbearance Default. (b) On or after the Forbearance Termination Date (as hereinafter defined), Lender may (in her discretion) exercise all rights and remedies under the Loans and the ▇▇▇▇ Entities Guaranty which are the subject of the foregoing forbearance. Nothing in this Agreement shall be construed to be a waiver or release by the Lender of, or acquiescence in, the Existing Defaults, and the Existing Defaults shall continue in existence, subject only to the Lender’s agreement, as set forth herein, not to enforce her remedies against the Soupman Entities for the period of time specified in this Agreement, subject to the conditions set forth herein. The execution, delivery and performance of this Agreement shall not (i) constitute an extension, modification, renewal, release, discharge, satisfaction or waiver of any term or provision of the Loans or any guaranty thereof, (ii) except as expressly set forth herein, extend the terms of the Loans or the due date of any of the obligations under the Loans or any guaranty thereof, (iii) give rise to any obligation on the part of Lender to extend, modify, or waive any aspect of the Loans or any guaranty thereof, or (iv) give rise to any defenses or counterclaims to Lender’s right to compel payment of the Loans or any guaranty thereof, or otherwise enforce the agreements evidencing the Loans and the security for the Loans or any guaranty thereof. Subject to the forbearance herein specified during the Forbearance Period, Lender hereby expressly reserves all of her rights and remedies under the Loans and any guaranty thereof and under applicable law with respect to the Existing Defaults. From and after the Forbearance Termination Date, the Lender shall be entitled to enforce the Loans or any guaranty thereof in accordance with the respective terms of the Loans or any guaranty thereof. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults).,

Forbearance. (a) The Participant Lenders agree Each Holder hereby agrees to forbear, and agrees to direct the Trustees and the Security Agent to forbear, at all times from the Effective Date to, but not including, the Forbearance Expiration Date, from taking or exercising any Enforcement Action solely in connection with the Subject Defaults (the “Forbearance”). (b) To the extent that any of the Trustee or Security Agent takes or exercises (or intends to take or exercise) any Enforcement Action (as defined below) in connection with the Subject Defaults at any time from the Effective Date to, but not including, the Forbearance Expiration Date, each Holder hereby agrees to deliver a letter to the Trustee and Security Agent directing the Trustee and Security Agent not to take or exercise any Enforcement Action prior to the Forbearance Expiration Date, which letter shall not be withdrawn or rescinded until the expiration Forbearance Expiration Date; provided, however, that nothing in this paragraph shall restrict in any way any action being taken whether directly by a Holder or by or through a Trustee or the Security Agent with respect to the Rectification Proceedings. (c) The agreement in this Section 1.2 is an agreement of forbearance only with respect to the Subject Defaults and does not constitute an agreement to forbear with respect to any other Defaults or Events of Default, whether presently existing or arising in the future. In the event of any Default or Event of Default, other than the Subject Defaults, the Holders, in addition to their right to terminate this Agreement, reserve all of their respective rights and remedies under this Agreement, the Intercreditor Agreement, each Indenture and each other agreement, document, note and instrument in respect thereof including, without limitation to the generality of the Forbearance Periodforegoing, the Participant Lenders will temporarily forbear other Note Documents (subject to collectively the terms hereof“Operative Documents”) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against including without limitation the Borrower rights asserted by the Security Agent in the Rectification Proceedings and all rights and claims under the two deeds of accession dated 18 November 2016 and executed by FSHC and the Subsidiary Security Agent, and as provided in Section 1.2(g) hereof. (d) The Issuers and the Guarantors solely further acknowledge and agree to comply with, and procure that each other member of the extent Group complies with, the availability of such remedies arises exclusively covenants, agreements and restrictions set forth in Exhibit D hereto from the Specified Defaults; provided that Effective Date. (e) The Issuers acknowledge and agree that, notwithstanding the Borrower and the Subsidiary Guarantors shall comply during Forbearance, the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any shall not constitute a waiver of the Loan Documents during the occurrence and continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, any Subject Default or any rights of the Holders, the Trustees and/or the Security Agent in connection therewith. For the avoidance of doubt, in the event the Forbearance Expiration Date occurs for any reason, the Trustees, the Security Agent and the Holders may freely pursue all of their respective rights and remedies in connection with any or all respect of the Defaults Subject Defaults. (f) The Forbearance and Events consents granted pursuant to this Agreement and/or the Consent Solicitation shall not be capable of Defaultbeing relied upon by the Sponsor Group. (g) Nothing in this Agreement or in any Transaction Documents, shall operate as a forbearance or waiver in respect of, or have any prejudice to or effect whatsoever upon, any of the following: (i) the rights or claims of the Security Agent, or of any Holder of the Senior Secured Notes or the Senior Notes, under, in respect of or in connection with, those two deeds of accession both dated 18 November 2016 and executed by FSHC and the Security Agent, including, without limitation, the Specified Defaults.any rights or claims directly or indirectly with respect to: (cx) For the avoidance Unreported Assets; and/or (y) any subsidiary of doubtFSHC which owns, nothing herein limits the right whether directly or indirectly, any of the Administrative Agent Unreported Assets; or (ii) the Lenders, including during contesting of FSHC's claim in the Forbearance Period, to take any action to preserve Rectification Proceedings or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or application whatsoever in such proceedings, in the giving case of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction foregoing whether, by the Participant Lenders that the Administrative Security Agent act in accordance with its terms. Each Participant Lender agrees thator for and on behalf of, notwithstanding anything to the contrary in the Credit Agreementsor by, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement any holder of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now Senior Secured Notes or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)Senior Notes.

Forbearance. From and after the Effective Date (aas defined below) The Participant Lenders agree and through the earlier of: (i) 4:30 p.m. Eastern Daylight Time on June 15, 2020, and (ii) the occurrence and continuance of a Triggering Event (as defined herein) (the “Forbearance Period”), each of the Participating Counterparties shall and hereby agrees to forbear from exercising any of its rights or remedies, as applicable, under its respective Applicable Agreements in respect of the Acknowledged Events of Default; provided that, without limiting and subject to the foregoing, each Participating Counterparty shall be permitted, during the Forbearance Period, to request, demand, or provide notice of margin, collateral or payments under the Applicable Agreements or applicable law; provided further that until nothing contained herein will prevent a Participating Counterparty from exercising any such rights or remedies that are required by FINRA Rule 4210 as long as the expiration applicable Participating Counterparty has exercised good faith efforts to obtain a waiver of, or an extension pursuant to, or to otherwise excuse compliance with, FINRA Rule 4210. Except as expressly set forth in this Agreement, nothing contained in this Agreement shall be deemed to constitute a waiver of any Acknowledged Event of Default or any other default, event of default or termination event under any of the Applicable Agreements or an amendment, supplement or modification of any term or condition of any of the Applicable Agreements. Upon the termination of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily Participating Counterparties to forbear as set forth in this Section 1 shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall be void ab initio and immediately terminate without the requirement of any demand, presentment, protest protest, or notice of any kindkind (including any written notice of such termination or any obligation to provide notice of any default, event of default, termination event or exercise of remedies that may be required under the respective Applicable Agreements), all of which are hereby waived by the Borrower and the Subsidiary Guarantors hereby waiveCompanies. The Borrower Companies hereby acknowledge and agree that, upon the Subsidiary Guarantors agree termination of the Forbearance Period, the Participating Counterparties that the Administrative Agent and the Lenders are party hereto may at any time, and from time thereafter proceed to time, in their sole and absolute discretion, with respect to the Acknowledged Events of Default or any other default or event of default that may have occurred under the respective Applicable Agreements, exercise against any applicable Seller Entity (and its properties) any and all of their respective rights rights, remedies, powers and remedies privileges under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, including, without limitation, the Specified Defaults. (c) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit such Applicable Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms applicable law and/or equity, all of this Agreement. (e) The Borrower which rights, remedies, powers and the Subsidiary Guarantors acknowledge and agree that the agreement privileges are fully reserved by each of the Participant Lenders hereunder Participating Counterparties, and without regard to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of any grace or notice periods provided under such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or Applicable Agreements, all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)which shall be deemed to have expired.

Forbearance. (a) The Participant Lenders agree Each Company hereby acknowledges and agrees that until the Designated Defaults have occurred and are continuing, each of which entitles each Creditor Party to exercise its rights and remedies under the Financing Agreements, applicable law or otherwise. No Creditor Party has waived, presently intends to waive and may ever waive such Designated Defaults and nothing contained herein or the transactions contemplated hereby shall be deemed to constitute in any manner whatsoever any such waiver; provided, however, that the Creditor Parties temporarily waive, through the expiration of the Forbearance PeriodPeriod (as defined below), any Events of Default arising solely from the Participant Lenders will temporarily forbear Company’s failure to timely deliver to Agent audited year end financial statements for its fiscal year ended December 31, 2008 as a result of not having obtained an audit report of its independent certified public accountants with respect thereto (subject “Audit Report”) and the Company’s resulting failure to file with the SEC its Form 10-K for such fiscal year solely on account of not having obtained the Audit Report. Each Company hereby acknowledges and agrees that each Creditor Party has the presently exercisable right to declare the Obligations to be immediately due and payable under the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such lawFinancing Agreements. (b) Upon a Termination EventIn reliance upon the representations, warranties and covenants of each Company contained in this letter agreement (this “Agreement”), and subject to the agreement terms and conditions of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, this Agreement (including, without limitation, the Specified Defaults. (cconditions to effectiveness set forth in Section 4 below) For the avoidance of doubtand any agreements, nothing herein limits the right of the Administrative Agent documents or the Lendersinstruments executed in connection herewith, including during the Forbearance PeriodPeriod (as defined below), each Creditor Party will forbear from exercising its rights and remedies under the Financing Agreements and applicable law in respect of or arising out of any and all Designated Defaults. Notwithstanding the foregoing, nothing contained herein shall impair in any manner whatsoever any Creditor Party’s right to take administer the credit facility and/or to collect, receive and/or apply proceeds of each Company’s accounts receivable and/or any action other Collateral to preserve or exercise rights or remedies against parties other than the Borrower and Obligations (as defined in each Financing Agreement in which such term is defined), in each case, in accordance with the Subsidiary Guarantors ("Third Party Rights")terms of the Financing Agreements. For purposes of the foregoingthis Agreement, the Borrower and term “Forbearance Period” shall mean the Subsidiary Guarantors acknowledge and agree that execution and delivery period commencing on the first date upon which all of the conditions to the effectiveness of this Agreement set forth in Section 4 below shall constitute have been satisfied to the making satisfaction of the Creditor Parties and ending on the earlier to occur of (i) June 3, 2009 and (ii) the occurrence of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Forbearance Default (including without limitation the Specified Defaultsas defined below).

Forbearance. (a) 2.1 The Participant Lenders agree that until the expiration Lender Group hereby agrees, as of the Forbearance PeriodEffective Date (as defined below), to forbear from exercising any rights or remedies under Section 8.1 of the Credit Agreement with respect to the Designated Events of Default until the earliest of any of the following: (i) the date of the occurrence of a breach or default under this Agreement; (ii) the date of the occurrence of a Default or Event of Default that is not a Designated Event of Default; or (iii) January 15, 2009 (collectively, the Participant Lenders will temporarily forbear (subject “Forbearance Termination Date”). 2.2 Each Borrower and Guarantor hereby acknowledge and agree that upon the Forbearance Termination Date, the forbearance provided under this Section 2 shall terminate and the Lender Group shall have the right to exercise any and all rights and remedies under Section 8.1 of the Credit Agreement or otherwise under the Loan Documents or under applicable law or at equity due to the terms hereof) existence of the Designated Events of Default. Each Borrower and Guarantor hereby further acknowledge and agree that, from and after the exercise Forbearance Termination Date, the Lender Group shall be under no obligation of their default-related any kind whatsoever to forbear from exercising any remedies on account of the Designated Events of Default or any other Event of Default (whether similar or dissimilar to the Designated Events of Default). 2.3 The foregoing notwithstanding, if and to the extent that the Lender Group continues to make Advances or otherwise extend credit under the Credit AgreementsAgreement, Loan Documents or otherwise, against notwithstanding the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance occurrence of any Default or Event of Default; provided further that the agreement , whether specified herein or otherwise, (a) such Advances or other extension of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy credit which hereafter may be made available to Borrowers shall be made, issued, caused to be issued, or executed, as applicable, in the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency lawLender Group’s sole and absolute discretion, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. and (b) Upon no such action shall be construed as (i) a Termination Event, the agreement waiver or forbearance of any member of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without Lender Group’s rights, remedies, and powers against Borrowers, Guarantors or the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies in connection with any or all of the Defaults and Events of Default, Collateral (including, without limitation, the Specified Defaults. (c) For right to terminate without notice the avoidance making of doubt, nothing herein limits the right of the Administrative Agent Advances or the Lenders, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand other extensions of credit under the Credit Agreement) or the giving of any necessary notice for purposes of preserving and/or permitting the exercise (ii) a waiver of any such Third Party Rights Default or Event of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower Default or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Designated Events of Default (including without limitation the Specified Defaults)Default.

Forbearance. The Company and ▇▇▇▇▇ acknowledge the existence of the Specified Defaults, including the failure of Facility Substantial Completion and Final Completion to be achieved. Subject to the terms and conditions set forth herein, throughout the period commencing on the date of this Agreement and ending on the applicable date set forth in the first sentence of Section 6 (the “Forbearance Period”), the Lenders, the Administrative Lender, the Administrative Agent and the Collateral Agent (acting at the written direction of the Administrative Lender) hereby agree to forbear from exercising any and all available default rights and remedies under the Agreement, the Notes. the Account and Security Agreement, the deeds of trust creating the Liens described in Article XI of the Account and Security Agreement, the Class B Investors Pledge Agreement and the Special Interest Investors Pledge Agreement and at applicable law as the result of the occurrence and continuance of the Specified Defaults. The Company and ▇▇▇▇▇ acknowledge and agree that the foregoing agreement to forbear exercising such default rights and remedies throughout the Forbearance Period shall not constitute a waiver of the Specified Defaults or a waiver of any other Credit Agreement Event of Default or Credit Agreement Default that is not waived by Section 3 of this Forbearance Agreement, and that the Lenders, the Administrative Lender, the Administrative Agent and the Collateral Agent expressly reserve all such default rights and remedies. The Company and ▇▇▇▇▇ further acknowledge and agree that the Lenders, the Administrative Lender, the Administrative Agent and the Collateral Agent may exercise any and all such default rights and remedies at any time following the earliest to occur of (a) The Participant Lenders agree that until the expiration of the Forbearance Period, (b) the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply occurrence during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under any of the Loan Documents during the continuance of any additional Credit Agreement Default or Credit Agreement Event of Default; provided further that the agreement , other than those potential Credit Agreement Defaults or Credit Agreement Events of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders Default expressly waived in connection with any proceeding commenced under any bankruptcy or insolvency law, including without limitation, to any relief in respect Section 3 of adequate protection or relief from any stay imposed under such law. this Forbearance Agreement (b) Upon a Termination Event, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, any default under this Forbearance Agreement), (c) any of MLE, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“MLP”), UTC, the Company, ▇▇▇▇▇ or any of their respective rights and remedies in connection with Affiliates takes any or all of action against the Defaults and Events of DefaultFacility, any other collateral for the Advances (including, without limitation, the Specified Defaults. (c) For additional collateral described in Article XI of the avoidance Account and Security Agreement), the Company or ▇▇▇▇▇ or any of doubtits Affiliates which the Administrative Lender believes would materially adversely affect the interests of the Lenders, nothing herein limits the right of Administrative Lender, the Administrative Agent or the LendersCollateral Agent, including during the Forbearance Period, to take any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making of any necessary demand or the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lenders. (d) Execution of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything to the contrary aggregate balance in the Credit AgreementsSecurity Accounts under the Account and Security Agreement being less than $175,000 at any time from February 1 through February 24, the Administrative Agent shall not be required to act if directed against the Borrower 2011 or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement. less than $250,000 at any time thereafter (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement any of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute events described in clause (a), (b), (c) or (d) a waiver of such Specified Defaults and that the Lenders expressly reserve all rights and remedies that the Administrative Agent and the Lenders now or may in the future have under any or all of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults“Forbearance Termination Event”).