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. (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. 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. 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 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 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. Marriott hereby agrees to forbear from (i) exercising its right to demand, under the Reimbursement Agreement, cash collateral in excess of the cash collateral required to be funded and replenished by Sunrise hereunder, and (ii) on or prior to December 28, 2011, sending to the Lessor any notice terminating any of the Leases (subsections (i) and (ii), the “Forbearance,” it being understood that Marriott shall have no such obligation to forbear under subsection (i) of this paragraph after December 28, 2011), until the occurrence of any one of the following events: (a) The Participant Lenders agree that until the expiration of the Forbearance Period, the Participant Lenders will temporarily forbear (subject Any Sunrise Entity fails to the terms hereof) from the exercise of their default-related remedies under the Credit Agreements, Loan Documents perform 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 observe 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 its obligations under this Agreement, and such failure is not fully cured within five (5) business days after written notice thereof is given 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.Sunrise; (b) Upon a Termination EventThe indebtedness under Sunrise’s principal bank credit facility is accelerated due to an event of default thereunder (it being understood that the current principal bank facility is the Credit Agreement dated as of June 16, the agreement of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without the requirement of any demand2011 between Sunrise, presentmentKeyBank, protest or notice of any kindNational Association, all of which the Borrower as administrative agent thereunder, and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree that the Administrative Agent and the other Lenders may at any as defined therein party thereto, as amended from 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.time); (c) For The termination, after the avoidance date hereof, of doubtsenior living facility leases, nothing herein limits management agreements or similar agreements to which Sunrise or an affiliate is a party, which generate an aggregate of at least $50 million in annual revenues to Sunrise on a consolidated basis (measured using the right of the Administrative Agent or the Lenderslast full calendar year’s revenues prior to such termination), 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 excluding any such Third Party Rights management agreements, leases or similar agreements as to which Sunrise received a termination fee or similar payment designed to compensate Sunrise for the fair value of such terminated agreement for the Administrative Agent and the Lenders.remaining term thereof; (d) Execution Sunrise or any material subsidiary of this Agreement constitutes a direction by the Participant Lenders Sunrise voluntarily files for bankruptcy protection or any involuntary bankruptcy proceeding is commenced against Sunrise or any of its material subsidiaries 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 is not be required to act if directed against the Borrower dismissed or the Subsidiary Guarantors if such action is contrary to the terms of this Agreement.stayed within ninety (90) days after commencement thereof; or (e) The Borrower and the Subsidiary Guarantors acknowledge and agree that the agreement Either of the Participant Lenders events occur as described in Section 4(vii) above, following a return of funds to Sunrise under Section 4(vi) above. Following the occurrence of any one or more of such events (a “Forbearance Termination Event”), the Forbearance shall no longer have any force or effect, and Marriott shall be free to demand, at its option and at any time or from time to time, that Sunrise make such cash collateral payments, or take such other actions, as are then required under the Reimbursement Agreement, without regard to any of the provisions herein establishing the amount of cash collateral Sunrise is required to provide or maintain hereunder to forbear from exercising their default-related remedies with respect to but taking into account the Specified Defaults amounts on deposit at the relevant time as provided herein. The occurrence of a Forbearance Termination Event shall not constitute a waiver diminish or affect Sunrise’s rights or obligations hereunder. Except as expressly set forth in this Agreement, each party retains all of such Specified Defaults and that the Lenders expressly reserve all its rights and remedies that and defenses 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)Reimbursement Agreement.

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 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 Effective as of the Forbearance PeriodEffective Date (as defined below), the Participant Lenders will temporarily forbear (subject to the terms hereofand conditions of this Agreement and in reliance upon the representation and warranty of the Borrower set forth in Section 4 below, the undersigned Lenders and the Agent at the direction of the Required Lenders hereby agree to forbear (the “Forbearance”) from taking any Enforcement Action (as defined below) as a result of the exercise occurrence and continuation of their default-related remedies any of the Specified Defaults solely during the period (the “Forbearance Period”) beginning on the first date that the conditions set forth in Section 3 of this Agreement shall have been satisfied (the “Forbearance Effective Date”) and ending on the date that is the earliest of: (a) February 11, 2019; (b) the making of the interest payment that was due on December 17, 2018 with respect to the Second Lien Senior Subordinated PIK Toggle Notes; (c) the date on which any of the following shall occur: (i) an Event of Default (other than the Specified Defaults) occurring under the Credit Agreements, Loan Documents or otherwise, against Agreement; (ii) (x) an Event of Default (as defined in the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from Second Lien Senior Subordinated PIK Toggle Notes Indenture) (other than arising in connection with the Specified Defaults) occurring under the Second Lien Senior Subordinated PIK Toggle Notes Documents or (y) the Trustee (as defined in the Second Lien Senior Subordinated PIK Toggle Notes Indenture) or any holder of Second Lien Senior Subordinated PIK Toggle Notes takes any action in violation of the First Lien/Second Lien Intercreditor Agreement; provided that and/or (iii) (x) an Event of Default (as defined in any of the Borrower and Warehouse Facilities) or similar event (in each case, other than arising in connection with the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable Specified Defaults) occurring under any of the Loan Documents during the continuance of Warehouse Facilities or (y) 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 forbearance given with respect to the Specified Defaults under any of the Warehouse Facilities shall not constitute a waiver cease to be effective; (d) the failure of such Specified Defaults and that the Lenders expressly reserve Borrower to comply with any term, condition or covenant set forth in this Agreement; and (e) the failure of any representation or warranty made by the Borrower under this Agreement to be true in all rights and remedies that the Administrative Agent and the Lenders now or may material respects (or, in the future have under case of any or representation and warranty qualified by materiality, in all respects) as of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)date when made or deemed made.

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. (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 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 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. (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 For purposes of this Agreement, the term “Forbearance Period” shall mean the period commencing on the Forbearance Effective Date (as hereinafter defined) and ending on that until date (the expiration “Forbearance Termination Date”) which is the earliest to occur of the Forbearance Periodfollowing: (1) July 15, 2018; (2) the Participant Lenders will temporarily forbear date on which any Obligor or any of their respective Subsidiaries initiates or has filed against it any bankruptcy, insolvency, assignment, foreclosure or similar proceeding under state, federal or foreign law; (subject 3) the date on which the forbearance of the Term Loan Agent and each Term Loan Lender pursuant to the terms hereof) from the exercise of their default-related remedies under the Credit AgreementsTerm Loan Forbearance Agreement shall terminate, Loan Documents expire or otherwise, against the Borrower and the Subsidiary Guarantors solely otherwise cease 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 for any reason; (4) the date on which any Obligor breaches or applicable under fails to comply with any of the Loan Documents during terms of this Agreement as determined by 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 lawLenders, including, without limitation, their respective rights and remedies in connection with (i) the failure by any Obligor to comply with, or all any breach or violation by any Obligor of, any of the agreements or covenants set forth herein, (ii) the failure of any representation or warranty of any Obligor set forth herein to be true and correct in all material respects or (iii) the date on which any Default or Event of Default other than the Specified Defaults and Events occurs; (5) the date on which the Term Loan Agent or any Term Loan Lender takes any action or initiates any action or proceeding to accelerate the obligations (including any Term Loan Obligations) or enforce any of Default, its rights or remedies under the Term Loan Agreement or any other Term Loan Document or any right or remedy with respect to any collateral (including the Term Loan Priority Collateral) in respect of the Term Loan Obligations; or (6) the date on which any person or entity (including the Term Loan Agent or any Term Loan Lender) initiates any action or proceeding (including, without limitation, the Specified Defaults. (cinitiation of any advertisement for foreclosure under a power of sale in any deed of trust, mortgage, deed to secure debt, or similar instrument) For the avoidance of doubt, nothing herein limits the right of the Administrative Agent to foreclose or the Lenders, including during the Forbearance Period, to take otherwise enforce any action to preserve or exercise rights or remedies against parties in connection with any lien, claim of lien, deed to secure debt, mortgage, security agreement or other than the Borrower and the Subsidiary Guarantors encumbrance ("Third Party Rights")including, without limitation, any judgment) on any assets or properties of any Obligor or any of their respective Subsidiaries. For purposes Each of the foregoing, Obligors hereby acknowledges and agrees that the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute has not established any course of dealing between 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 parties hereto and that the Lenders expressly reserve all rights and remedies that parties hereto do not contemplate, and, in entering into this Agreement, the Administrative Agent and the Lenders now or may in the future Obligors have under not relied upon, any or all potential extension 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) The Participant Lenders agree that until a. On the expiration of the Forbearance Period, the Participant Lenders will temporarily forbear (terms and subject to the terms hereof) conditions set forth in this Forbearance Agreement, the Administrative Agent and the Lenders agree to forbear from the exercise of their default-related remedies taking any action or exercising any right or remedy at law or in equity permitted to be taken or exercised by them under the Credit Agreements, Agreement or the other Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely under applicable law with respect to the extent the availability Existing Events of such remedies arises exclusively from the Specified Defaults; provided that the Borrower and the Subsidiary Guarantors shall comply Default during the period (the “Forbearance Period with all provisionsPeriod”) beginning on the Effective Date (as hereinafter defined) and ending on the Maturity Date; provided, limitationshowever, restrictions or prohibitions that would otherwise be effective or applicable under such forbearance shall extend only to the Existing Events of Default and not to any of the Loan Documents during the continuance of any other Default or Event of Default; provided further that Default now existing or occurring after the agreement of the Participant Lenders temporarily to forbear Effective Date and shall not apply to nor preclude in any remedy available to way or manner restrict the Administrative Agent or the Lenders in connection from exercising any rights or remedies they may have with any proceeding commenced under any bankruptcy respect to the Existing Events of Default from and after the expiration or insolvency law, including without limitation, termination of the Forbearance Period or with respect to any relief in respect other Default or Event of adequate protection or relief from Default at any stay imposed under such law. (b) Upon a Termination Eventtime. The Forbearance Period shall automatically terminate and expire on the Maturity Date without any requirement for notice to the Borrowers, the agreement Borrower Representative or any other Loan Party or any other Person and all rights, remedies and privileges 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 under the Credit Agreement and all of their respective rights and remedies under any or all of the other Loan Documents and/or applicable lawshall be available to, includingand capable of exercise by, 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 b. Notwithstanding anything to the contrary set forth in the Credit AgreementsAgreement or any other Loan Document, 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 Loan Parties, the Administrative Agent and the Lenders now agree that from and after the date hereof, upon the occurrence and during the continuance of a Default or may Event of Default that, in each case, is not an Existing Event of Default, no Lender shall have any obligation to make Revolving Loans pursuant to the future have under any or all Credit Agreement. c. The Administrative Agent and the Lenders agree that, notwithstanding the occurrence and continuance of the Loan Documents and/or applicable law in connection with all Defaults and Existing Events of Default (including without limitation and the Specified Defaults)provisions of Section 2.13(d) of the Credit Agreement, during the Forbearance Period, interest shall accrue on the Loans and any other amounts outstanding under the Credit Agreement at the non-default rate set forth in the Credit Agreement. d. Notwithstanding any other term or provision of the Credit Agreement to the contrary, beginning on the Effective Date and each month thereafter during the Forbearance Period, interest on all Loans shall be payable in arrears on the last Business Day of each month.

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. Subject to the terms and conditions contained herein and subject to performance by Borrower of all of the terms of this Agreement and the Loan Agreement and Loan Documents after the date hereof, Lender shall forbear from exercising any remedies that Lender has against Borrower as a result of the occurrence of the Existing Non-Compliance Event, until the earlier of the following dates (the “Forbearance Period”): (i) July 31, 2020 or (ii) the date any of the following (an “Additional Non-Compliance Event”) shall occur: (a) The Participant Lenders agree an Event of Default under the Loan Agreement or any Loan Document occurs (including, without limitation, any Event of Default consisting of the non-compliance with the financial covenant set forth in Recital C for any periods other than the period specified therein, and any Default or Event of Default which has occurred as of this date which is not an Existing Non-Compliance Event) or (b) Borrower fails to pay any amount due under this Agreement or to perform any covenant or other agreement contained in this Agreement or any other document entered into pursuant hereto, or any breach by Borrower of any representation or warranty of this Agreement. This forbearance shall not be deemed a continuing waiver or forbearance with respect to any Event of Default of a nature similar to the Existing Non-Compliance Event that until may have occurred before or may occur after the expiration date of this Agreement. At the end of the Forbearance Period, the Participant Lenders will temporarily forbear (Forbearance Period under this Agreement shall expire automatically, immediately, and without notice or demand, and subject to Section 4 below, Lender shall be entitled to the terms hereof) from the immediate exercise of their default-related all the rights and remedies available to it 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 otherwise at law. Nothing in this Agreement 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 constitute a waiver of any Default or Event of Default; provided further that Default under the agreement Loan Documents or of the Participant Lenders temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent Lender’s rights 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 other indebtedness now or all of hereafter existing between 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 Lender and the Subsidiary Guarantors ("Third Party Rights")Borrower. 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 This agreement is being executed by the Participant Lenders Lender to accommodate the request of Borrower, and Borrower understands and agrees that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees that, notwithstanding anything has no obligation to the contrary grant further forbearances 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 Agreementfuture. (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. 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. (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) 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. 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 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 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 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. 1. For the period (the “Forbearance Period”) beginning as of the date first above written (the “Commencement Date”) and ending on the earlier to occur of (a) 5:00 p.m., New York time, on October 17, 2008, and (b) termination of this forbearance as provided herein (the “Forbearance Termination Date”), the Agent and the Lenders, 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 Loan Documents on account of the Specified Events of Default. Neither the Agent nor the Lenders shall have any obligation to make any Loans, issue, extend or renew, and the Borrower shall not request the issuance, extension or renewal of, any Letters of Credit or otherwise extend credit to the Borrower under the Credit Agreement during the Forbearance Period. The Participant Lenders agree that until the expiration of have considered and will continue to consider during the Forbearance Period, in their sole discretion, whether to honor borrowing requests or requests for issuances of Letters of Credit. Any past or future Loans to, or issuances of Letters of Credit for the Participant account of, the Borrower should not be considered an agreement, express or implied, on the part of the Lenders will temporarily forbear (subject to the make any additional Loans or to issue any additional Letters of Credit or an agreement to waive any terms hereof) from the exercise of their default-related remedies under the Credit AgreementsAgreement in the future, Loan Documents or otherwiseincluding, 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, the satisfaction of conditions precedent to any relief in funding. The Agent’s and Lenders’ forbearance provided for herein shall be effective only with respect to the Specified Events of adequate protection or relief from any stay imposed under such law. (b) Upon a Termination EventDefault and shall automatically terminate and cease to be of force and effect, 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 Agent and the Lenders. (d) Execution Specified Events of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender agrees thatDefault outlined herein; provided, notwithstanding anything to the contrary in the Credit Agreementshowever, 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 reserve all rights to charge the Default Rate of interest on all outstanding Obligations in the future have under any or all accordance with Section 1.5(d) of the Loan Documents and/or applicable law in connection with all Defaults Credit Agreement from and after the date of the occurrence of the Specified Events of Default. 3. During the Forbearance Period, and provided that no Forbearance Default (including without limitation has occurred and that the Specified Defaults).terms and conditions of this Agreement are satisfied, the Agent agrees that it will neither establish any new Reserves which are not in effect on the Commencement Date nor increase any existing Reserves above the amount of such Reserves which are in effect on the Commencement Date. As of September 29, 2008 Page 3 of 13

Forbearance. a. Borrower hereby requests that Lender forbear from (ai) proceeding to foreclose on its security interests, and (ii) otherwise exercising any or all of its rights and remedies in law or equity, in order to allow Borrower time to repay the obligations of Borrower to Lender under the Revolving Line and the Loan Documents. Lender is willing to forbear until May 1, 2014 (“Forbearance Period”), if and only if (1) Such forbearance is without waiver of any term, covenant, or condition to be performed or satisfied by Borrower to the Loan Documents, except for the Existing Default; (2) Borrower makes full, timely, and punctual performance of each of the matters hereinafter set forth and does not do or fails to do anything that would constitute a breach of this Agreement, the documents and instruments executed in connection with this Agreement, or a further breach of the Loan Documents; and (3) All conditions precedent provided for herein are first satisfied. b. Borrower acknowledges and agrees that but for Lender entering into this Agreement with Borrower, Lender would diligently pursue all of its rights and remedies under the Loan Documents, at law and in equity, against Borrower. c. If an Event of Default (as defined in Section 16 herein) occurs under any term, condition, or performance of this Agreement, Lender may declare the entire amount of the Loan Balance less any amount paid pursuant to this Agreement to be immediately due and payable, plus accrued and unpaid interest and default fees thereon with such interest calculated as of the date of this Agreement. d. The Participant Lenders agree obligations of Borrower to Lender shall continue to be secured by, without limitation, the Collateral and the IP Collateral. e. Borrower hereby acknowledges, confirms and agrees that until upon the expiration of the Forbearance Period, Lender may declare 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 amount of the then outstanding and unpaid Loan Documents during the continuance of Balance will be immediately due and payable in full, together with any Default or Event of Default; provided further that the agreement of the Participant Lenders temporarily to forbear shall not apply to nor preclude accrued and unpaid interest thereon, and any remedy available to the Administrative Agent or the Lenders and all unpaid fees, costs and/or unreimbursed expenses incurred by Lender 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)Documents.

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. 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 1, 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. Execution of this Amendment shall serve as Lessor's agreement to forbear from exercising its remedies under Article 15 of the Lease with respect to Lessee's failure to make (i) installment payments of the Deposit due under Appendix D to the Lease and Termination Payments (as defined in the Termination Agreement) due in December 1995 and January 1996 and (ii) installment payments of the Deposit and Termination Payments due on February 22 and March 22, 1996, for so long, and only so long, as Lessee otherwise complies with all of the terms of the Lease, as amended hereby, and the Termination Agreement, as amended, and pays Lessor the following: (a) The Participant Lenders agree that until all amounts payable as set forth in Amendment No. 1 to the expiration Termination Agreement dated as of the Forbearance Period, the Participant Lenders will temporarily forbear (subject to the terms hereof) from the exercise date 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.this Amendment; (b) Upon a Termination EventThe amounts set forth in Exhibit A to this Amendment ("Deferred Deposit Payments") on April 22, 1996 and for 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 next succeeding forty eight (48) Rent Dates on 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.Rent is due; and (c) For The amounts set forth in Exhibit B to this Amendment ("Deferred Rent") on August 22, 1997 and for the avoidance next succeeding Rent Dates on which Rent is due as set forth in such Exhibit B. Lessee may satisfy its obligations to pay the Deferred Deposit Payments and the Deferred Rent at any time by paying the portion of doubtall such amounts which constitutes principal, nothing herein limits together with the right portion of such amounts which constitutes interest accrued and unpaid as of the Administrative Agent date of payment all as reflected on Exhibits A or B to this Amendment. Each such Deferred Deposit Payment and Deferred Rent payment on and after the Lendersdates set forth in clauses (b) and (c) above, including during as the Forbearance Periodcase may be, to take any action to preserve or exercise rights or remedies against parties other than (i) shall constitute a portion of Deposit and Rent, as the Borrower and the Subsidiary Guarantors case may be, ("Third Party Rights"). For purposes ii) shall be made together with such installment of Deposit and/or Rent as shall be otherwise due on each such Rent Date as provided in Exhibit D of the foregoing, Lease and (iii) shall be made in accordance with the Borrower terms 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 conditions of the Administrative Agent and the Lenders. (d) Lease. 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 Amendment 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 Deposit payment defaults or may in the future have under of any or all of the Loan Documents and/or applicable law in connection with all Defaults and other Events of Default which may have occurred and be continuing or which may occur in the future. Lessor's agreement to forbear shall terminate automatically if Lessee fails to make any payments specified in this Section 2 or if any Event of Default occurs or has occurred and is continuing (including without limitation other than with respect to an Event of Default to which this forbearance agreement set forth in this Section 2 applies). For so long, and only so long as Lessor's agreement to forbear has not terminated (i) Lessee shall be entitled to exercise its rights and privileges under Articles 5.1.2(b), 5.1.3, 7.4.1 and 13.3.1 of the Specified Defaults)Lease and (ii) Lessor shall be deemed to have elected not to apply the Deposit to sums due or to be come due to Lessor pursuant to Section 1 of Appendix D of the Lease, notwithstanding the occurrence and continuation of a Default or Event of Default under the Lease.

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. 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. (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. (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 (both individually and collectively) will forbear from exercising, and shall direct the Participant Lenders will temporarily forbear (subject Indenture Trustee and any broker or other Person that holds the Securities on behalf of such Noteholders, and by signature hereto so direct the Indenture Trustee pursuant to Section 6.05 of the Indenture and such brokers or other Persons, not to exercise, any rights and remedies against the Company or the Subsidiaries that are available under the Indenture and/or applicable law solely with respect to the terms hereofInterest Default (excluding, however, any right to default interest on the Notes (including on all unpaid interest on the Notes) from to the extent provided under the Indenture, 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 this Agreement, and providedfurther that no such forbearance shall constitute a waiver with respect to the Interest Defaults or any other Events 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 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 Termination EventWith respect to the Noteholders’ holdings of Second Lien Notes, effective as of the Forbearance Effective Date, the agreement Noteholders agree that, until the expiration of the Participant Lenders hereunder to Forbearance Period (as defined below), they will (individually and collectively) forbear from exercising their default-related remedies exercising, and shall immediately terminate without direct the requirement indenture trustee for the Second Lien Notes (the “Second Lien Indenture Trustee”) and any broker or other Person that holds the Securities (as defined in the Second Lien Indenture (as defined below)) on behalf of such Noteholders, and by signature hereto so direct the Second Lien Indenture Trustee pursuant to Section 6.05 of the Second Lien Indenture and such brokers or other Persons, not to exercise, 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 against the Company or the Subsidiaries that may become available under any or all the Second Lien Indenture and/or applicable law solely with respect to an Event of Default that may at some point come to exist under Section 6.01(6) of the Loan Documents and/or applicable law, including, without limitation, their respective rights and remedies Second Lien Indenture in connection with any or all the event that the Notes are accelerated by the requisite Holders of the Defaults and Events Notes or the Indenture Trustee as a result of the Interest Default, including, without limitation, the Specified Defaults. (c) For As used herein, the avoidance term “Forbearance Period” shall mean the period beginning on the date hereof and ending upon the occurrence of doubta Termination Event. As used herein, nothing herein limits “Termination Event” shall mean the right earlier to occur of (i) February 14, 2008; (ii) one Business Day after termination of the Administrative Agent or the Lenders, including during the Forbearance “Waiver 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).” under

Forbearance. (a) The Participant Borrower acknowledges and agrees that it is in Default under the Credit Agreement as a result of the Subject Defaults, (ii) the Commitments under the Credit Agreement terminate on January 31, 2015, and (iii) without this amendment of the Existing Forbearance Agreement, the Administrative Agent and the Lenders, in accordance with, and subject to, the terms of the Credit Agreement and the other Loan Documents have the right to accelerate the Loans outstanding and to make demands upon the Borrower and the Guarantors for the payment in full of the Secured Obligations as a result of the Subject Defaults. (b) During the Forbearance Period, in reliance upon the acknowledgments and agreements of the Borrower contained in this Agreement, and subject to the terms and conditions of this Agreement, the Administrative Agent and the Lenders agree that until to forbear from exercising any of their rights and remedies under the Loan Documents and any applicable law in respect of, or arising out of, the Subject Defaults. (c) Upon 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 and 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 any of their default-related rights and remedies under the Loan Documents and applicable law in respect of, or arising out of, the Subject Defaults shall immediately terminate automatically and without the requirement of any demand, presentment, protest further action or notice terminate and be of any kindno force and effect, all it being expressly agreed that the effect of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower and the Subsidiary Guarantors agree such termination will be 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 their rights and remedies with respect to the Subject Defaults under the Loan Documents and/or and applicable lawlaw immediately, including, without limitationbut not limited to, their respective rights and remedies in connection with any or all the acceleration of the Defaults Loans in accordance with the terms of the Loan Documents and Events the taking of Defaultenforcement action against the Collateral (as defined in the applicable Security Instruments), includingin any case without any further notice, without limitationpassage of time or forbearance of any kind except as otherwise expressly required by the terms of the Loan Documents and, the Specified Defaults. (c) unless waived, applicable law. 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 contained in this Agreement shall constitute the making of prejudice any necessary demand rights 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 or any of the Lenders now may have to exercise any rights and remedies during the Forbearance Period with respect to any Defaults 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 whether now existing or hereafter occurring) other than with respect to the Specified Subject Defaults). For further avoidance of doubt, the Lenders party hereto hereby direct the Administrative Agent to act or not act, as the case may be, so as to carry out the terms and provisions hereof.

Forbearance. 3.1 OFID hereby agrees to the Forbearance upon and subject to the terms and conditions of this Agreement. The Forbearance will take effect on the Effective Date and will continue until the earlier of: (i) 12:00 pm (New York time) on March 31, 2016; or (ii) the Termination Date (the "Forbearance Period"). 3.2 The Forbearance will take effect and the Forbearance Period will begin on the date when OFID notifies the Borrowers in writing that the following conditions have been met in form and substance satisfactory to OFID or waived in writing by OFID (the "Effective Date"): (a) this Agreement has been executed by each of the parties hereto; (b) OFID has received copies of Board Resolutions of the Parent Company authorising the execution, delivery and performance by the applicable Ultrapetrol Entity of this Agreement; (c) OFID shall have received a fee equal to$7,500, no later than January 15, 2016; (d) OFID shall have received fully executed copies of Third Party Forbearance Agreements entered into by the applicable Ultrapetrol Entity and applicable creditor on or prior to the Effective Date ; and (e) the Borrowers agree to (x) pay all fees and expenses of a legal advisor and a financial advisor to be retained jointly by OFID and IFC in their sole discretion (including the determination of the scope of work to be conducted by such advisors) in connection with the negotiation and documentation of a restructuring transaction (in or outside of a court in (or outside of) the United States of America); (y) indemnify OFID for all pending and outstanding fees of the legal advisor and financial advisor to the extent they have not been paid by the Borrowers within 5 business days after receipt of an invoice and (z) fully cooperate and cause each other Obligor to fully cooperate with the legal advisor and the financial advisor. 3.3 Subject to Sections 5 and 7, during the Forbearance Period, OFID agrees not to enforce any of its rights and remedies under the Transaction Documents relating to, and will not otherwise bring any litigation, arbitration or other judicial or quasi-judicial proceeding in connection with or solely as a result of, the Current Events of Default, whether directly or by enforcement of its rights under the Security Documents. 3.4 The Participant Lenders agree that until entering into by OFID and the expiration performance by it of its agreements and obligations under this Agreement shall be without prejudice to any of OFID's rights with respect to the Current Events of Default, which may be asserted by OFID at the end of the Forbearance Period, or with respect to any other rights of OFID in respect of any other matter. Without limiting the Participant Lenders generality of the preservation of rights set forth in Section 7.1, nothing contained in this Agreement is intended or shall be deemed to constitute an acknowledgment, representation, warranty, covenant or other agreement on the part of OFID that it has agreed or it will temporarily forbear agree: (subject i) to enter into any restructuring of the terms hereof) from Borrowers and the exercise of their default-related remedies other Obligors' obligations and liabilities under the Credit Agreements, Loan Transaction Documents or otherwise, against the Borrower on any terms and the Subsidiary Guarantors solely conditions; (ii) to the extent the availability grant any forbearance relating to any Potential Event 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 other than the Current Events of Default; provided further that or (iii) to grant any forbearance relating to the agreement Current Events of Default beyond the end of the Participant Lenders temporarily to forbear shall Forbearance Period, and no such agreement may be implied by anything in this Agreement. Each Borrower and each of the Obligors acknowledges that OFID has not apply to nor preclude made any remedy available to assurances whatsoever concerning any possibility of any extensions of the Administrative Agent Forbearance Period, any other standstill, forbearance or similar arrangement or any other limitations on the Lenders exercise of its rights, remedies and privileges under or otherwise in connection with any proceeding commenced under any bankruptcy the Transaction Documents or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such applicable law. (b) Upon a Termination Event, the agreement 3.5 Each Borrower and each of the Participant Lenders hereunder to forbear from exercising other Obligors agrees that notwithstanding their default-related remedies shall immediately terminate without respective entry into the requirement of any demandForbearance or the termination thereof, 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 obligations under any or all of the OFID 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 limitationAgreement, the Specified Defaults. (c) For the avoidance of doubtSecurity Documents and any other Transaction Documents to which it is a party are and continue to be in full force and effect, nothing herein limits the right of the Administrative Agent and are not, except as otherwise expressly provided herein, varied, amended, modified, waived or the Lendersreleased in any manner, including during the Forbearance Period. Except as otherwise expressly provided herein, neither the Borrowers nor any other Obligor shall be released or otherwise excused from complying with any provisions of any of the Transaction Documents. Each Borrower also acknowledges that the absence at the date of this Agreement of notices from OFID with respect to take any action to preserve or exercise rights or remedies against parties Events of Default other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes Current Events of the foregoingDefault does not amount to any waiver by OFID of those Events of Default. 3.6 Notwithstanding Section 3.3 hereof, the Borrower Borrowers and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement each Obligor 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 thatcomply, notwithstanding anything except 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 extent such action compliance is contrary to excused by 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 explicit restrictions or prohibitions triggered by the existence or continuation of any Potential Event of Default (including without limitation or Event of Default under the Specified Defaults)OFID Loan Agreement and each other Transaction Document.

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. 3.1 OFID hereby agrees to the Forbearance upon and subject to the terms and conditions of this Agreement. The Forbearance will take effect on the Effective Date and will continue until the earlier of: (i) 12:00 pm (New York time) on March 31, 2016; or (ii) the Termination Date (the "Forbearance Period"). 3.2 The Forbearance will take effect and the Forbearance Period will begin on the date when OFID notifies the Borrower in writing that the following conditions have been met in form and substance satisfactory to OFID or waived in writing by OFID (the "Effective Date"): (a) this Agreement has been executed by each of the parties hereto; (b) OFID has received copies of Board Resolutions of the Parent Company authorising the execution, delivery and performance by the applicable Ultrapetrol Entity of this Agreement; (c) OFID shall have received a fee equal to$7,500, no later than January 15, 2016; (d) OFID shall have received fully executed copies of Third Party Forbearance Agreements entered into by the applicable Ultrapetrol Entity and applicable creditor on or prior to the Effective Date ; and (e) the Borrower agrees to (x) pay all fees and expenses of a legal advisor and a financial advisor to be retained jointly by IFC and OFID in their sole discretion (including the determination of the scope of work to be conducted by such advisors) in connection with the negotiation and documentation of a restructuring transaction (in or outside of a court in (or outside of) the United States of America); (y) indemnify OFID for all pending and outstanding fees of the legal advisor and financial advisor to the extent they have not been paid by the Borrower within 5 business days after receipt of an invoice and (z) fully cooperate and cause each other Obligor to fully cooperate with the legal advisor and the financial advisor. 3.3 Subject to Sections 5 and 7, during the Forbearance Period, OFID agrees not to enforce any of its rights and remedies under the Transaction Documents relating to, and will not otherwise bring any litigation, arbitration or other judicial or quasi-judicial proceeding in connection with or solely as a result of, the Current Events of Default, whether directly or by enforcement of its rights under the Security Documents. 3.4 The Participant Lenders agree that until entering into by OFID and the expiration performance by it of its agreements and obligations under this Agreement shall be without prejudice to any of OFID's rights with respect to the Current Events of Default, which may be asserted by OFID at the end of the Forbearance Period, or with respect to any other rights of OFID in respect of any other matter. Without limiting the Participant Lenders generality of the preservation of rights set forth in Section 7.1, nothing contained in this Agreement is intended or shall be deemed to constitute an acknowledgment, representation, warranty, covenant or other agreement on the part of OFID that it has agreed or it will temporarily forbear agree: (subject i) to the terms hereof) from the exercise enter into any restructuring of their default-related remedies under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely other Obligor's obligations and liabilities under the Transaction Documents on any terms and conditions; (ii) to the extent the availability grant any forbearance relating to any Potential Event 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 other than the Current Events of Default; provided further that or (iii) to grant any forbearance relating to the agreement Current Events of Default beyond the end of the Participant Lenders temporarily to forbear shall Forbearance Period, and no such agreement may be implied by anything in this Agreement. Each Obligor acknowledges that OFID has not apply to nor preclude made any remedy available to assurances whatsoever concerning any possibility of any extensions of the Administrative Agent Forbearance Period, any other standstill, forbearance or similar arrangement or any other limitations on the Lenders exercise of its rights, remedies and privileges under or otherwise in connection with any proceeding commenced under any bankruptcy the Transaction Documents or insolvency law, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such applicable law. (b) Upon a Termination Event3.5 Each Obligor agrees that notwithstanding their respective entry into the Forbearance or the termination thereof, 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 obligations under any or all of the OFID 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 limitationAgreement, the Specified Defaults. (c) For the avoidance of doubtSecurity Documents and any other Transaction Documents to which it is a party are and continue to be in full force and effect, nothing herein limits the right of the Administrative Agent and are not, except as otherwise expressly provided herein, varied, amended, modified, waived or the Lendersreleased in any manner, including during the Forbearance Period. Except as otherwise expressly provided herein, neither the Borrower nor any other Obligor shall be released or otherwise excused from complying with any provisions of any of the Transaction Documents. The Borrower also acknowledges that the absence at the date of this Agreement of notices from OFID with respect to take any action to preserve or exercise rights or remedies against parties Events of Default other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes Current Events of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery Default does not amount to any waiver by OFID of this Agreement shall constitute the making those Events 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 LendersDefault. (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 that3.6 Notwithstanding Section 3.3 hereof, notwithstanding anything each Obligor shall comply, except 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 extent such action compliance is contrary to excused by 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 explicit restrictions or prohibitions triggered by the existence or continuation of any Potential Event of Default (including without limitation or Event of Default under the Specified Defaults)OFID Loan Agreement and each other Transaction Document.

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. 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. (a) The Participant In the event that Section 2 hereof does not become effective because the conditions precedent specified in Section 6(b) hereof are not satisfied, then the undersigned Required Lenders agree that from and after the Limited Waiver Effective Date until the expiration last day of the Forbearance Waiver Period, the Participant Lenders will temporarily they shall forbear (subject to the terms hereof) from the exercise of exercising their default-related rights and remedies under the Credit AgreementsAgreement, the other Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely applicable law with respect to the extent the availability of such remedies arises exclusively from the Specified Payment 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 Eventtermination of the Waiver Period, the agreement agreements of the Participant undersigned Required Lenders hereunder to forbear from exercising their default-related rights and remedies in respect of the Payment Defaults set forth herein shall immediately terminate automatically terminate, without the requirement of any demandnotice to any Loan Party, presentment, protest or notice of any kind, all of which the Borrower and the Subsidiary Guarantors hereby waive. The Borrower undersigned Required Lenders shall be free in their sole and the Subsidiary Guarantors agree that the Administrative Agent and the Lenders may at any time thereafter absolute discretion to proceed to exercise any and all of their respective rights and remedies under enforce any or all of their rights and remedies set forth in the Credit Agreement, the other Loan Documents and/or and applicable law, including, without limitation, their respective rights and remedies in connection with any or all the right to demand the immediate repayment of the Defaults Advances and Events the right to immediate repayment of Default, including, without limitation, the Specified Defaultsall other Obligations in full. (c) For the avoidance of doubt, nothing herein limits the right In furtherance of the Administrative Agent or foregoing and notwithstanding 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 occurrence of the foregoingLimited Waiver Effective Date, 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 Lenders that the Administrative Agent act in accordance with its terms. Each Participant Lender Loan Parties agrees that, notwithstanding anything subject 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 undersigned Required Lenders hereunder to forbear from exercising certain of their default-related rights and remedies with respect as and to the Specified Defaults shall not constitute a waiver of such Specified Defaults and that the Lenders extent expressly reserve set forth in this Limited Waiver, all rights and remedies that the Administrative Agent and of the Lenders now or may in the future have under any or all of the Loan Documents and/or or applicable law in connection with all Defaults respect to such Loan Party shall continue to be available to the Lenders from and Events of Default (including without limitation after the Specified Defaults)Limited Waiver Effective Date.

Forbearance. (a) The Participant Lenders agree that until the expiration Effective as of the Forbearance PeriodEffective Date (as defined below), the Participant Lenders will temporarily forbear (subject to the terms hereofand conditions of this Agreement and in reliance upon the representation and warranty of the Borrower set forth in Section 4 below, the undersigned Lenders and the Agent at the direction of the Required Lenders hereby agree to forbear (the “Forbearance”) from taking any Enforcement Action (as defined below) as a result of the exercise occurrence and continuation of their default-related remedies any of the Specified Defaults solely during the period (the “Forbearance Period”) beginning on the first date that the conditions set forth in Section 3 of this Agreement shall have been satisfied (the “Forbearance Effective Date”) and ending on the date that is the earliest of: (a) February 8, 2019; (b) the making of the interest payment that was due on December 17, 2018 with respect to the Second Lien Senior Subordinated PIK Toggle Notes; (c) the date on which any of the following shall occur: (i) an Event of Default (other than the Specified Defaults) occurring under the Credit Agreements, Loan Documents or otherwise, against Agreement; (ii) (x) an Event of Default (as defined in the Borrower and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from Second Lien Senior Subordinated PIK Toggle Notes Indenture) (other than arising in connection with the Specified Defaults) occurring under the Second Lien Senior Subordinated PIK Toggle Notes Documents or (y) the Trustee (as defined in the Second Lien Senior Subordinated PIK Toggle Notes Indenture) or any holder of Second Lien Senior Subordinated PIK Toggle Notes takes any action in violation of the First Lien/Second Lien Intercreditor Agreement; provided that and/or (iii) (x) an Event of Default (as defined in any of the Borrower and Warehouse Facilities (as defined below)) or similar event (in each case, other than arising in connection with the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable Specified Defaults) occurring under any of the Loan Documents during the continuance of Warehouse Facilities or (y) 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 forbearance given with respect to the Specified Defaults under any of the Warehouse Facilities shall not constitute a waiver cease to be effective; (d) the failure of such Specified Defaults and that the Lenders expressly reserve Borrower to comply with any term, condition or covenant set forth in this Agreement; and (e) the failure of any representation or warranty made by the Borrower under this Agreement to be true in all rights and remedies that the Administrative Agent and the Lenders now or may material respects (or, in the future have under case of any or representation and warranty qualified by materiality, in all respects) as of the Loan Documents and/or applicable law in connection with all Defaults and Events of Default (including without limitation the Specified Defaults)date when made or deemed made.

Forbearance. (a) The Participant Lenders Effective as of the Fourth Amended Forbearance Effective Date (as defined below), the Noteholders agree that that, until the expiration of the Fourth 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 Fourth 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 Fourth 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 “Fourth 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) December 6, 2007; and (ii) two business days after 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 Noteholder Group to the contrary in Company and Lender of a written notice terminating 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 Forbearance

Forbearance. (a) The Participant Lenders Effective as of the Sixth Amended Forbearance Effective Date (as defined below), the Noteholders agree that that, until the expiration of the Sixth 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 Sixth 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 Sixth 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 “Sixth 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) February 8, 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 Sixth 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 Sixth 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 Sixth 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 K▇▇▇▇ Z▇▇▇▇ C▇▇▇▇▇ 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 Sixth Amended Forbearance Agreement) under the DDJ Sixth Amended Forbearance Agreement or any amendment or modification to the DDJ Sixth Amended Forbearance Agreement; (D) termination of the DDJ Sixth Amended Forbearance Agreement; (E) the execution of any amendment or modification to the DDJ Sixth 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 C▇▇▇▇▇ 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 C▇▇▇▇▇’▇ 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 C▇▇▇▇▇ 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 Sixth Amended Forbearance Agreement; (I) the failure of any representation or warranty made by the Company under this Sixth 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 Default the Subsidiaries of 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

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 February 1, 2025, unless it is determined by the Servicer that an extension of the repayment period is in the best economic interest of the Issuer, 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 Indenture Trustee for deposit to the Tower 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 waiveClosing 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 Each of the Class A-1 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-1 Trust or in any other capacity direct the Class A-1 Trustee, when the Class A-1 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-1 FORBEARANCE"). Each of the Class A-1 Certificateholders further agrees (i) to join in executing and causing to be delivered to the Class A-1 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-1 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-1 Trustee, which Forbearance Instruction Letter will instruct the Class A-1 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-1 Trust, limitations(ii) to refrain from directing the Class A-1 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-1 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-1 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-1 Trustee, Class A-1 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-1 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-1 Certificateholders shall not apply be required to nor preclude obtain any remedy available acknowledgement or agreement from the Class A-1 Trustee with respect to the Administrative Forbearance Instruction Letter and the Class A-1 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-1 Certificateholders shall not be required to provide any indemnity or other inducement for the Lenders Class A-1 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-1 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-1 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-1 Certificateholder (or such Class A-1 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. (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 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) 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. (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 Bank 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 the Existing Loan Documents and at law ("Default Rights") until the earlier of (a) October 7, 2003, or all (b) the occurrence of a Default under this Agreement (the "Forbearance Period"), notwithstanding Borrower's existing default under the Loan Agreement as a result of Borrower's failure to comply with the Tangible Net Worth covenant set forth in Section 6.7 of the Loan Agreement, through the day of this Loan Modification and Forbearance Agreement (the foregoing being referred to as "Existing Defaults"), Hereinafter, the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement are hereinafter collectively called the "Loan Documents". By signing below, Borrower acknowledges that it is currently in default and as a result of the Existing Defaults, Bank is entitled to exercise its remedies as provided in the Existing Loan Documents and/or and as provided under applicable law, including. The Forbearance Period shall be immediately terminated, without limitationnotice, their respective rights if (a) Borrower breaches of any of the terms set forth in this Agreement, (b) any default occurs (other than the Existing Defaults) under the Existing Loan Documents, or (c) any recital, representation or warranty made herein, in any document executed and remedies 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 all misleading in any material respect on the date as of which it was made (collectively, a "Default"), whereupon Bank, at its option, without any notice to Borrower, may immediately cease making any Advances and may immediately exercise any Default Rights. Bank's agreement to forbear from enforcing its Default Rights under the Existing Loan Documents until the end of the Defaults and Events of Default, including, without limitation, the Specified Defaults. Forbearance Period (ca) For the avoidance of doubt, nothing herein limits the right in no way shall be deemed an agreement by Bank to waive Borrower's compliance with all other terms of the Administrative Agent Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement and (b) shall not limit or the Lenders, including during the impair Bank's right to demand strict performance of all other terms and covenants as of any date. Nothing in this Loan Modification and Forbearance Period, to take Agreement in any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes way shall constitute Bank's waiver of the foregoing, the Existing Defaults. Borrower and the Subsidiary Guarantors acknowledge and agree further agrees 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 Default Rights by Bank upon termination 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 Forbearance Period shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms affected by reason of this Agreement. (e) The Borrower , and the Subsidiary Guarantors acknowledge and agree Borrower shall not assert as a defense thereto the passage of time, estoppel, laches or any statute of limitations to the extent that the agreement exercise 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)Rights was precluded by this Agreement.

Forbearance. (a) The Participant Lenders Effective as of the Effective Time, the Lender Parties agree that until the expiration or termination of the Forbearance Period, the Participant Lenders Period (as defined below): (i) they will temporarily each forbear (subject to the terms hereof) from the exercise exercising all of their default-related rights and remedies under against the Borrower, any other Credit Party (or any Subsidiary of a Credit Party), the Collateral or the Existing Credit Agreement, the Credit AgreementsAgreement, other Loan Documents or otherwise(as in effect both before and after giving effect to this Agreement) and applicable law, against the Borrower and the Subsidiary Guarantors in each case solely 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 during the Forbearance Period with (ii) all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under the Credit Agreement or any of the other Loan Documents during the continuance of any Default or Event of Default; provided further that , including any limitations, restrictions or prohibitions against the agreement reinvestment of the Participant Lenders temporarily to forbear shall not apply to nor preclude Net Proceeds of Dispositions or Events of Loss, the making of Restricted Payments or other payments by Borrower or 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, other Credit Party to any relief Affiliate of Borrower or any direct or indirect owner of an equity interest in respect the Borrower, any other Credit Party or any Affiliate 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 foregoing, shall immediately terminate without not, in each case solely as a result of the requirement of Specified Defaults, be in effect during the Forbearance Period. Notwithstanding the foregoing, nothing herein shall restrict, impair or otherwise affect 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 Lender Party’s rights and remedies against any Person other than the Credit Parties under any agreements (including the Intercreditor Agreement) containing subordination provisions in favor of any or all of the Loan Documents and/or applicable law, including, without limitation, their respective rights Agent and remedies in connection with Lenders (including 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 available to the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes Agent or Lenders as a result of the foregoing, the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery of this Agreement shall constitute the making occurrence or continuation of any necessary demand Specified Default) or the giving of amend or modify any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights of the Administrative Agent and the Lendersprovision thereof. (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 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 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) 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 Participant Lenders will temporarily forbear 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; (iii) the termination of that certain Forbearance Agreement dated as of February 19, 2009, by and among the Borrowers, Guarantors and the holders of the Senior Secured Notes party thereto; or (iv) March 2, 2009 (subject to Section 5(b) below) (collectively, the terms hereof) “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 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. 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. 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 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. 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 Notwithstanding the Forbearance 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 Forbearance 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 Forbearance Defaults (other than as set forth in the following sentence) and during the Forbearance Period, to the extent permitted by the Loan Documents, Lender shall be entitled to cure Mortgage Loan Events of Default and make any protective advances (except to the extent that Mortgage Lender is forbearing from taking action with respect to such Forbearance Defaults pursuant to a forbearance agreement acceptable to Lender). 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 such forbearance set forth in Section 4 below 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 Mortgage Lender has waived the Forbearance Period with all provisions, limitations, restrictions or prohibitions Defaults that would otherwise be effective or applicable under any arise as a result of the Mortgage 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 Eventdefaults, the agreement of Lender Parties shall be deemed to have waived the Participant Lenders hereunder to forbear from exercising their default-related remedies Forbearance 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 Forbearance 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 Forbearance 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 In reliance upon the expiration representations, warranties and covenants of the Borrower contained in this Forbearance PeriodAgreement, the Participant Lenders will temporarily forbear (and subject to the terms hereofand conditions of this Forbearance Agreement, Lender agrees that, subject to the terms and conditions contained herein, during the period commencing on the Forbearance Effective Date and ending on the earlier of the following dates (the earliest of such dates being referred to herein as the “Forbearance Termination Date”): (i) the date of the occurrence of any Forbearance Termination Event or any Event of Default, other than the Existing Events of Default, and (ii) September 16, 2025, Lender shall forbear from the exercise exercising any of their default-related its rights and remedies arising under the Credit Agreements, Loan Documents or otherwise, against the Borrower and the Subsidiary Guarantors solely applicable law due 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 occurrence of the Loan Documents during the continuance of any Default or Event Existing 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) So long as no Forbearance Termination Event or any Event of Default, other than the Existing Events of Default, has occurred, the Forbearance Termination Date shall be extended until (i) October 16, 2025; provided, that, Borrower shall have delivered to Lender, on or before August 31, 2025, evidence in form and substance acceptable to Lender that Borrower has maintained minimum EBITDA, for period commencing on May 1, 2025 through and including July 31, 2025, equal to or greater than $300,000 and (ii) November 15, 2025; provided, that, Borrower shall have delivered to Lender, on or before September 30, 2025, evidence in form and substance acceptable to Lender that Borrower has maintained, minimum EBITDA for period commencing on May 1, 2025 through and including August 31, 2025, equal to or greater than $300,000; (c) Upon a the Forbearance Termination EventDate, the agreement of the Participant Lenders hereunder Lender to forbear from exercising their default-related remedies with respect to the Existing Events of Default shall automatically and without further action terminate and be of no force and effect, it being understood and agreed that the effect of such termination will be to permit Lender to immediately terminate exercise, without the requirement of any demand, presentment, protest further notice 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 its rights and remedies under any or all of the Loan Documents and/or Agreement and other Loan Documents, applicable law, including, without limitation, their respective rights and remedies in connection law or otherwise with any or all of respect to the Defaults and Existing Events of DefaultDefault or any other Event of Default which shall exist or shall have occurred and be continuing at such time, including, including without limitation, the Specified Defaults. (c) For the avoidance right to require payment in full in cash of doubt, nothing herein limits the right of the Administrative Agent all Obligations 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 Lendersportion thereof. (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 No termination of the Loan Agreement or other Loan Documents and/or applicable law shall relieve or discharge Borrower of its duties, covenants and obligations under the Loan Documents 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 Lender. 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 Lender or its designees, and waives any rights under Sections 9-620(e) and 9-623 of the UCC.

Forbearance. (a) The Participant Lenders agree that until Subordinated Lender agrees not to ask, demand, sue for or take or receive from the expiration [Issuer][Guarantor] in cash or other property or by setoff, purchase or redemption (including, without limitation, from or by way of collateral), payment of all or any part 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 Subordinated Obligations and the Subsidiary Guarantors solely to the extent the availability of such remedies arises exclusively from the Specified Defaults; provided agrees 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 involving the Borrower or the [Issuer][Guarantor] under any bankruptcy Federal or insolvency lawstate bankruptcy, including without limitationinsolvency, receivership or similar law (i) the Controlling Agent is irrevocably authorized and empowered (in its own name or in the name of the Subordinated Lender or otherwise), but shall have no obligation, to demand, sue for, collect and receive every payment or distribution referred to in the preceding sentence and give acquittance therefor and to file claims and proofs of claim after the Subordinated Lender has failed to make claims or proofs of claims in form and substance reasonably satisfactory to the Controlling Agent prior to the date which is 30 days before the relevant bar date, as the Controlling Agent may deem necessary or advisable for the exercise or enforcement of any relief of the rights or interests of the Lenders and (ii) the Subordinated Lender shall duly and promptly take such action as the Controlling Agent may request to (A) collect amounts in respect of adequate protection the Subordinated Obligations for the account of the Lenders and to file appropriate claims or relief from proofs of claim in respect of the Subordinated Obligations, (B) execute and deliver to the Controlling Agent such irrevocable powers of attorney, assignments or other instruments as the Controlling Agent may request in order to enable the Controlling Agent to enforce any stay imposed under such lawand all claims with respect to, and any security and other Liens securing payment of, the Subordinated Obligations and (C) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations. A copy of these subordination provisions may be filed with any court as evidence of the Controlling Agent's power and authority hereunder. (b) Upon a Termination EventWithout the prior written consent of the Controlling Agent, the agreement [Issuer][Guarantor] will not give, or permit to be given, and the Subordinated Lender will not receive, accept or demand, (i) any security of any nature whatsoever for any Subordinated Obligations on any property or assets, whether now existing or hereafter acquired, of the Participant Lenders hereunder to forbear from exercising their default-related remedies shall immediately terminate without [Issuer][Guarantor] or any Affiliate of the requirement [Issuer][Guarantor] (other than a Vencor Unrestricted Subsidiary) or (ii) any Guarantee (other than the Subordinated Guarantee), of any demandnature whatsoever, presentmentby the [Issuer][Guarantor] or any Affiliate of the [Issuer][Guarantor] (other than by a Vencor Unrestricted Subsidiary), 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 DefaultsSubordinated Obligations. (c) For the avoidance of doubt, nothing herein limits The Subordinated Lender waives the right to compel that the Collateral or any other property of the Administrative Agent [Issuer][Guarantor] or the Lendersproperty of any Guarantor or any other Person be applied in any particular order to discharge the Senior Debt. The Subordinated Lender expressly waives the right to require the Lenders to proceed against the [Issuer][Guarantor], including during the Forbearance PeriodCollateral or any Guarantor or any other Person, or to take pursue any action other remedy in any Lender's power which the Subordinated Lender cannot pursue and which would lighten the Subordinated Lender's burden, notwithstanding that the failure of any Lender to preserve do so may thereby prejudice the Subordinated Lender. The Subordinated Lender agrees that it shall not be discharged, exonerated or exercise rights have its obligations hereunder to the Lenders reduced by any Lender's delay in proceeding against or remedies enforcing any remedy against parties the [Issuer][Guarantor], the Collateral or any Guarantor or any other than Person; by any Lender releasing the Borrower and [Issuer][Guarantor], the Subsidiary Guarantors ("Third Party Rights"). For purposes Collateral or any Guarantor or any other Person from all or any part of the foregoingSenior Debt; or by the discharge of the [Issuer][Guarantor], the Borrower and Collateral or any Guarantor or any other Person by operation of law or otherwise, with or without the Subsidiary Guarantors acknowledge and agree that execution and delivery intervention or omission of this Agreement shall constitute a Lender. Any Lender's vote to accept or reject any plan of reorganization relating to the making [Issuer][Guarantor], the Collateral, or any Guarantor or any other Person, or any Lender's receipt on account of all or part of the Senior Debt of any necessary demand cash, property, or securities distributed in any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the giving of any necessary notice for purposes of preserving and/or permitting the exercise of any such Third Party Rights obligations of the Administrative Agent and Subordinated Lender hereunder to the Lenders. (d) Execution The Subordinated Lender waives all rights and defenses arising out of this Agreement constitutes a direction an election of remedies by any Lenders, even though that election of remedies, including without limitation any nonjudicial foreclosure with respect to security for the Participant Lenders that Senior Debt, has impaired the Administrative Agent act in accordance with its termsvalue of the Subordinated Lender's rights of subrogation, reimbursement, or contribution against the [Issuer][Guarantor] or any Guarantor or any other Person. Each Participant The Subordinated Lender agrees that, notwithstanding anything expressly waives any rights or defenses it may have by reason of protection afforded to the contrary in the Credit Agreements, the Administrative Agent shall not be required to act if directed against the Borrower [Issuer][Guarantor] or the Subsidiary Guarantors if such action is contrary any Guarantor or any other Person with respect to the terms Senior Debt pursuant to any anti- deficiency laws or other laws of this Agreementsimilar import which limit or discharge the principal debtor's indebtedness upon judicial or nonjudicial foreclosure of real property or personal property Collateral for the Senior Debt. (e) The Borrower Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of any Senior Debt made by a Lender may be rescinded in whole or in part by the Lender, and any Senior Debt may be continued, and the Subsidiary Guarantors acknowledge and agree that Senior Debt, or the agreement liability of the Participant Lenders hereunder to forbear from exercising their default-related remedies Borrower, the [Issuer][Guarantor] or any other Guarantor or any other party upon or for any part thereof, or any Collateral or Guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, by the Specified Defaults shall not constitute a waiver of such Specified Defaults Lenders, in each case without notice to or further assent by the Subordinated Lender, which will remain bound under these subordination provisions and that without impairing, abridging, releasing or affecting 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)subordination provided for herein.

Forbearance. a. Subject to Section 12(b), from March 1 until valid termination of this Agreement pursuant to Section 6 with respect to such Consenting RBL Lender, each Consenting RBL Lender severally and not jointly agrees to: (ai) The Participant Lenders agree that until not instruct the expiration Prepetition RBL Agent to exercise any rights or remedies it may have under the Prepetition RBL Credit Agreement or any other Loan Document (as defined in the Prepetition RBL Credit Agreement) (collectively, the “RBL Loan Documents”) or under applicable state, federal or foreign law or otherwise with respect to any of the Forbearance Periodalleged, existing or anticipated Defaults or Events of Default (as such terms are defined in the Participant Lenders will temporarily Prepetition RBL Credit Agreement) listed on Schedule B-1 hereto (the “Specified RBL Defaults”), (ii) if the Prepetition RBL Agent takes any action inconsistent with such Consenting RBL Lender’s obligations under this Agreement, such Consenting RBL Lender shall instruct and use commercially reasonable efforts to cause the Prepetition RBL Agent to cease and refrain from taking such actions, and (iii) waive or forbear (subject to the terms hereof) from the exercise of their default-related any rights or remedies it may have under the Credit Agreements, RBL Loan Documents or otherwiseunder applicable state, against the Borrower and the Subsidiary Guarantors solely federal or foreign law or otherwise with respect to the extent Specified RBL Defaults or any acceleration that may occur automatically without action of any party as a result of the availability operation of such remedies arises exclusively from the RBL Loan Documents, solely due to the Specified Defaults; provided that RBL Defaults (the Borrower obligations set forth in this clause (a), the “RBL Forbearance”). b. Each Consenting RBL Lender’s obligations under the RBL Forbearance shall terminate immediately following the termination of the Term Loan Forbearance, and one (1) Business Day following the Subsidiary Guarantors shall comply during the Forbearance Period with all provisions, limitations, restrictions or prohibitions that would otherwise be effective or applicable under occurrence of any of the Loan Documents following events or circumstances and the provision of notice by such Consenting RBL Lender to the other Parties of such occurrence: (i) this Agreement is validly terminated in accordance with Section 6 hereof as to such Consenting RBL Lender; or (ii) other than during the continuance pendency of any Default or the Chapter 11 Cases, the occurrence and continuation of an Event of Default; provided further that Default (as such term is defined in the agreement Prepetition RBL Credit Agreement) other than the Specified RBL Defaults, unless waived pursuant to the terms 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 lawPrepetition RBL Credit Agreement. c. Subject to Section 12(d), from March 1 until valid termination of this Agreement pursuant to Section 6 with respect to such Consenting Term Lender, each Consenting Term Lender severally and not jointly agrees to: (bi) Upon a Termination Event, not instruct 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 Prepetition Term Loan 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 it may have under the Prepetition Term Loan Credit Agreement or any other than Loan Document (as defined in the Borrower and Prepetition Term Loan Credit Agreement) (collectively, the Subsidiary Guarantors ("Third Party Rights"). For purposes “Term Loan Documents”) or under applicable state, federal or foreign law or otherwise with respect to any of the foregoingalleged, existing or anticipated Defaults or Events of Default (as such terms are defined in the Borrower Term Loan Documents) listed on Schedule B-2 hereto (the “Specified Term Loan Defaults”), (ii) if the Prepetition Term Loan Agent takes any action inconsistent with such Consenting Term Lender’s obligations under this Agreement, such Consenting Term Lender shall instruct and use commercially reasonable efforts to cause the Subsidiary Guarantors acknowledge Prepetition Term Loan Agent to cease and agree that execution refrain from taking such actions, and delivery of this Agreement shall constitute the making of any necessary demand (iii) waive or the giving of any necessary notice for purposes of preserving and/or permitting forbear from the exercise of any such Third Party Rights rights or remedies it may have under the Term Loan Documents or under applicable state, federal or foreign law or otherwise with respect to the Specified Term Loan Defaults or any acceleration that may occur automatically without action of any party as a result of the Administrative Agent operation of the Term Loan Documents, solely due to the Specified Term Loan Defaults (the obligations set forth in this clause (a), the “Term Loan Forbearance”). d. Each Consenting Term Lender’s obligations under the Term Loan Forbearance shall terminate one (1) Business Day following the occurrence of any of the following events or circumstances and the Lendersprovision of notice by such Consenting Term Lender to the other Parties of such occurrence: (i) this Agreement is validly terminated in accordance with Section 6 hereof as to such Consenting Term Lender; or (ii) other than during the pendency of the Chapter 11 Cases, the occurrence and continuation of an Event of Default (as such term is defined in the Prepetition Term Loan Credit Agreement) other than the Specified Term Loan Defaults, unless waived pursuant to the terms of the Prepetition Term Loan Credit Agreement. (d) e. The execution, delivery and effectiveness of this Agreement, including this Section 12, shall not operate as a waiver of any right, power or remedy of any Consenting Creditor under the RBL Loan Documents or Term Loan Documents, as applicable, nor constitute a waiver of any provision of the RBL Loan Documents or Term Loan Documents. On and after the Agreement Effective Time, this Agreement shall for all purposes constitute an RBL Loan Document and Term Loan Document. f. Execution of this Agreement by the Consenting Term Lenders constitutes a direction by the Participant Consenting Term Lenders that the Administrative Agent act Prepetition Term Loan Agent, in accordance with its termsthis Agreement, act or refrain from acting. Each Participant Consenting Term Lender agrees that, notwithstanding anything to that the contrary in the Credit Agreements, the Administrative Prepetition Term Loan Agent shall not be required to act if directed against the Borrower or the Subsidiary Guarantors Company 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) Each Forbearing Lender (severally and not jointly) hereby agrees to forbear, and h▇▇▇▇▇ instructs the Administrative Agent and the Collateral Agent to forbear, and the Administrative Agent agrees to forbear, in each case, from exercising any of the Rights and Remedies with respect to any Specified Default during the Forbearance Period (the “Forbearance”). For the avoidance of doubt, during the Forbearance Period, each Forbearing L▇▇▇▇▇ agrees that it (individually or collectively) will not deliver any notice, instruction or request to the Administrative Agent or the Collateral Agent directing the Administrative Agent or the Collateral Agent, as applicable, in each case, to exercise any of the Rights and Remedies against the Loan Parties with respect to any Specified Default and to take all actions necessary or reasonably desirable to prevent the Administrative Agent and the Collateral Agent from exercising any of the Rights and Remedies with respect to any Specified Default. (b) The Participant Lenders Forbearance is limited in nature and is not intended, and shall not be deemed or construed (i) to constitute a waiver of any Specified Defaults or any other existing or future Defaults or Events of Default or compliance with any term or provision of the Loan Documents or applicable law or (ii) to establish a custom or course of dealing between the Loan Parties, on the one hand, and the Administrative Agent, the Collateral Agent and/or any Lender, on the other hand. The Parent and each of the Borrowers acknowledge and agree that until the agreement of the Administrative Agent and the Forbearing Lenders to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of any Specified Default and that, except as expressly set forth in this Agreement, the Administrative Agent and the Lenders expressly reserve all rights and remedies that the Agents and the Lenders have under any or all of the Loan Documents and applicable law in connection with all Defaults or Events of Default. (c) Upon the termination or expiration of the Forbearance Period: (i) the Forbearance and all agreements set forth in Section 3(a) of this Agreement shall terminate automatically and be of no further force or effect, the Participant Lenders will temporarily forbear and (ii) 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 and applicable law, the continuance Administrative Agent, the Collateral Agent and each Lender shall be free to proceed to enforce any or all of any Default or Event its rights and remedies set forth in the Credit Agreement, the other Loan Documents and applicable law. For the avoidance of Default; provided further doubt, the Parent and each of the Borrowers acknowledge and confirm that the agreement of the Participant Forbearing Lenders and the Administrative Agent temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent, the Collateral Agent or the Lenders in connection with any proceeding commenced voluntarily by the Loan Parties 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. (bd) 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 parties hereto agree that the Administrative Agent running of all statutes of limitation and the Lenders doctrine of laches applicable to all claims or causes of action that the Administrative Agent, the Collateral Agent or any Lender may at be entitled to take or bring in order to enforce its rights and remedies against any time thereafter proceed to exercise of the Parent, the Borrowers, any and all other Guarantor, any of their respective rights and remedies under Subsidiaries or any property or all assets of any of the Loan Documents and/or applicable foregoing in respect of the Specified Defaults are, to the fullest extent permitted by law, including, without limitation, their respective rights tolled 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 suspended 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. (de) Execution of this Agreement constitutes a direction by the Participant Forbearing Lenders that the Administrative Agent and the Collateral Agent act or forbear from acting in accordance with its termsthe terms of this Agreement. Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the The Administrative Agent and the Collateral Agent shall not, and shall not be required to to, act if directed against the Borrower or the Subsidiary Guarantors Loan Parties if such action is contrary to the terms of this Agreement. (ef) The Borrower Parent and the Subsidiary Guarantors acknowledge and agree that the agreement each of the Participant Lenders hereunder to forbear from exercising their default-related remedies with respect to Borrowers understand and accept the Specified Defaults shall not constitute a waiver temporary nature of such Specified Defaults the Forbearance provided hereby and that none of the Forbearing Lenders expressly reserve all rights and remedies that the Administrative Agent and have given any assurances that they will extend such Forbearance or provide waivers or amendments to the Lenders now Credit Agreement or may any other Loan Document other than those expressly provided for herein. (g) Nothing in the future have under this Agreement constitutes a legal obligation to participate in any restructuring or all amendment of the Loan Documents and/or applicable law in connection with all Defaults Credit Agreement or to execute any related documents and Events of Default (including without limitation the Specified Defaults)no such legal obligation shall arise except pursuant to mutually agreeable executed definitive documentation.

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 February 1, 2025, unless it is determined by the Servicer that an extension of the repayment period is in the best economic interest of the Issuer, 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 Indenture Trustee 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 waiveClosing 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 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 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 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 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 this Forbearance Agreement, to pay during the Forbearance Period. (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 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 enforce any and all of their respective rights and remedies such lender has under the Purchase Agreement or any Lease Agreement between the parties, in equity, at law, by agreement or all of the Loan Documents and/or applicable lawotherwise, including, without limitation, their respective rights and remedies in connection with any or all to immediately recover the full amount of the Defaults Obligations. In addition, at the end of the Forbearance Period, unless Lender has agreed in writing to continue to forbear, upon terms and Events of Defaultconditions 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 Loan Documents, in equity, at law, by agreement or otherwise, including, without limitation, to immediately recover the Specified Defaultsfull amount of the Obligations. (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 all other terms of the Administrative Agent Note or the LendersPurchase Agreement, 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 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. 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. 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 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 Bank 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 the Existing Loan Documents and at law ("Default Rights") until the earlier of (a) October 30, 2002, or all (b) the occurrence of a Default under this Agreement (the "Forbearance Period"), notwithstanding Borrower's existing default under the Loan Agreement as a result of Borrower's failure to comply with the profitability covenant set forth in Section 6.2 of the Loan Agreement for the fiscal quarter ended June 30, 2002 (the foregoing being referred to as "Existing Defaults"). Hereinafter, the Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement are hereinafter collectively called the "Loan Documents". By signing below, Borrower acknowledges that it is currently in default and as a result of the Existing Defaults, Bank is entitled to exercise its remedies as provided in the Existing Loan Documents and/or and as provided under applicable law, including. The Forbearance Period shall be immediately terminated, without limitationnotice, their respective rights if (a) Borrower breaches of any of the terms set forth in this Agreement, (b) the occurrence of any default (other than the Existing Defaults) under the Existing Loan Documents, or (c) if any recital, representation or warranty made herein, in any document executed and remedies 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 all misleading in any material respect on the date as of which it was made (collectively, a "Default"), whereupon Bank, at its option, without any notice to Borrower, may immediately cease making any Advances and may immediately exercise any Default Rights. Bank's agreement to forbear from enforcing its Default Rights under the Existing Loan Documents until the end of the Defaults and Events of Default, including, without limitation, the Specified Defaults. Forbearance Period (ca) For the avoidance of doubt, nothing herein limits the right in no way shall be deemed an agreement by Bank to waive Borrower's compliance with all other terms of the Administrative Agent Existing Loan Documents, as modified by this Loan Modification and Forbearance Agreement and (b) shall not limit or the Lenders, including during the impair Bank's right to demand strict performance of all other terms and covenants as of any date. Nothing in this Loan Modification and Forbearance Period, to take Agreement in any action to preserve or exercise rights or remedies against parties other than the Borrower and the Subsidiary Guarantors ("Third Party Rights"). For purposes way shall constitute Bank's waiver of the foregoing, the Existing Defaults. Borrower and the Subsidiary Guarantors acknowledge and agree further agrees 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 Default Rights by Bank upon termination 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 Forbearance Period shall not be required to act if directed against the Borrower or the Subsidiary Guarantors if such action is contrary to the terms affected by reason of this Agreement. (e) The Borrower , and the Subsidiary Guarantors acknowledge and agree Borrower shall not assert as a defense thereto the passage of time, estoppel, laches or any statute of limitations to the extent that the agreement exercise 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)Rights was precluded by this Agreement.

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. 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. (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. So long as this Agreement shall remain in effect and subject to the continued satisfaction of all material terms and conditions of the Term Sheet, each Consenting Holder hereby severally agrees to forebear (and where necessary cause the forbearance, including by giving all necessary instructions to the Old Notes Trustee and/or Administrative Agent in accordance with the Indenture and/or Existing Senior Credit Agreement) during the period commencing on the date hereof and ending on the earliest to occur of: (a) The Participant Lenders agree the Effective Date (as defined in the Term Sheet) (it being understood that until such forbearance applies to any defaults caused solely by the expiration commencement of the Forbearance PeriodChapter 11 Case filed to implement the Financial Restructuring); (b) the date on which the obligations of the Consenting Holders hereunder are terminated pursuant to SECTION 9 hereof; or (c) the date on which any action against the Debtor, any Consenting Holder or any Equity Released Party (as defined in the Participant Lenders will temporarily forbear Term Sheet) in respect of any Equityholder Released Claim (subject to as defined in the terms hereofTerm Sheet) is commenced in any court: (1) in the case of any Old Notes comprising all or part of the Relevant Claim of such Consenting Holder, from the exercise of their default-related (x) exercising any rights or remedies it may have under the Credit AgreementsIndenture and all related documents, Loan Documents applicable law, 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.filing of an involuntary petition against the Company), with respect to any existing default as of the date hereof and including, without limitation, any default that has arisen or event of default that may arise from the Company's failure to pay interest on the principal amount of the Old Notes that was due and payable on May 1, 2002 under the Indenture and all related documents; and (y) commencing any action in any court against the Debtor, any Equity Released Party or any Consenting Holder in respect of any Equity Released Claim (as defined in the Term Sheet); and (c2) For in the avoidance case of doubt, nothing herein limits the right any Existing Senior Debt comprising all or part of the Administrative Agent Relevant Claim of such Consenting Holder, from (a) exercising any rights and remedies it may have under the Existing Senior Credit Agreement and all related documents, applicable law and otherwise against the Debtor or the Lenders, including during Non-Filing Subsidiaries with respect to any existing Default or Event of Default (each as defined in 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 Existing Senior Credit Agreement) as of the foregoingdate of hereof, and after the Borrower and the Subsidiary Guarantors acknowledge and agree that execution and delivery date hereof (x)(i) any Default or Event 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 arising under Section 9.03(a) of the Administrative Agent and the Lenders. (d) Execution Existing Senior Credit Agreement as a result of this Agreement constitutes a direction by the Participant Lenders that the Administrative Agent act in accordance Holdings failure to 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 Section 8.10 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 8.11 of the Participant Lenders hereunder Existing Senior Credit Agreement, (ii) any Default or Event of Default arising under Section 9.03(b) of the Existing Senior Credit Agreement as a result of Holdings failure to forbear from exercising their default-related remedies deliver the certification by independent certified public accountants described in Section 7.01(c) of the Existing Senior Credit Agreement with respect to the Specified Defaults shall not constitute annual financial statements of Holdings' and its subsidiaries for the years ending December 31, 2000 and December 31, 2001 and (iii) any Default or Event of Default arising under Section 9.04 of the Existing Senior Credit Agreement as a waiver result of the failure of DBI (I) to pay interest on the Old Notes or (II) to file with the SEC and the Notes Trustee, pursuant to Section 4.08 of the Indenture, annual reports on Form 10K for the years ending December 31, 2000 and December 31, 2001 and quarterly reports on Form 10Q for the quarters ending March 31, 2001, June 30, 2001, September 30, 2001 and March 31, 2002 (it being understood that such forbearance under the Existing Senior Credit Agreement applies to any defaults (subject to the terms and conditions of the Fourth Amendment to the Existing Senior Credit Agreement (as defined below)) caused solely by the commencement of the Chapter 11 Case filed to implement the Financial Restructuring) and (b) commencing any action in any court against the Debtor, any Equity Released Party or any Consenting Holder in respect of any Equity Released Claim; and (3) in the case of any B Revolving Loan comprising all or part of the Relevant Claim of such Specified Defaults and that the Lenders expressly reserve all Consenting Holder, from exercising any rights and remedies that the Administrative Agent and the Lenders now or it may in the future have under any or all on account of the Loan Documents and/or applicable law B Revolving Loans, subject to and in connection accordance with all Defaults the terms of Fourth Amendment to and Events Waiver under the Existing Senior Credit Agreement dated as of Default the date hereof (including without limitation the Specified Defaults"FOURTH AMENDMENT").

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).