Common use of Forbearance Clause in Contracts

Forbearance. Holder shall not be deemed to have waived any of Holder’s rights or remedies under this Note unless such waiver is express and in a writing signed by Hxxxxx, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or under the other Loan Documents, or at law or in equity, including, without limitation, 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 Hxxxxx 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 hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents, or at law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writing.

Forbearance. Holder shall In consideration of the 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, Agent and each Lender (severally and not be deemed jointly) hereby agree to have waived forbear (the “Forbearance”) from exercising any of Holder’s rights the Rights and Remedies with respect to the Forbearance Defaults. For the avoidance of doubt, during the Forbearance Period, each Lender agrees that it (individually or remedies under this Note unless such waiver is express and collectively) will not deliver any notice or instruction to the Agent directing the Agent, in a writing signed by Hxxxxxeach case, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or under the other Loan Documents, or at law or in equity, including, without limitation, 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 Hxxxxx 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 the Rights and remedies hereunder or Remedies under the Credit Documents or applicable Law against the Credit Parties with respect to the 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 Loan Documentsavailable rights or remedies of the Agent and/or the Lenders. A waiver of any right on one occasion The agreements set forth herein shall not be construed as constitute a waiver of Hxxxxx’s right the Forbearance Defaults nor shall it be an agreement to insist thereafter upon strict compliance forbearance with regard to any other Defaults or Events of Default that may be continuing on the terms hereof without previous notice date hereof, or any Defaults or Events of such intention being given Default that may occur after the date hereof, whether similar in kind or otherwise to Borrower. No exercise the Forbearance Defaults and shall not constitute a waiver, express or implied, of any right by Holder shall constitute or be deemed to constitute an election of remedies by Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the rights and remedies of the Agent and the Lenders under the terms of the Credit Agreement or any other Loan Documents, Credit Documents on any future occasion or at law otherwise. The Forbearance set forth herein shall not impose or in equity. Borrower expressly waives, imply any obligation on the Agent or the Lenders to the extent permitted by law, the benefit grant a forbearance of any statute or rule Event of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to Default on any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writingfuture occasion.

Forbearance. Holder shall not be deemed During the period commencing on the date hereof and ending on the earlier of (i) the occurrence of any Event of Default (as such term is defined in each of the Secured Revolving Credit Agreement and the Indenture) under the Secured Revolving Credit Agreement or the Indenture that continues for five (5) business days after notice thereof from the administrative agent or the indenture trustee, as applicable, to have waived any the Company, other than defaults or events of Holder’s default set forth on Schedule A attached hereto, and (ii) termination of this Agreement in accordance with its terms (each of clause (i) and clause (ii), a “Forbearance Termination Event”), each Consenting Creditor hereby agrees to forebear from the exercise of its default-related rights or remedies it may have under this Note unless such waiver is express and in a writing signed by Hxxxxxthe Secured Revolving Credit Agreement or the Indenture (including any collateral documents referenced therein), as applicable, and no delay under applicable United States or omission by Hxxxxx foreign law or otherwise, in exercisingeach case, with respect to any defaults or events of default which may arise under the Secured Revolving Credit Agreement or the Indenture at any time on or prior to the Forbearance Termination Event. For the avoidance of doubt, (x) the forbearance set forth in this Section 4(d) shall not constitute a waiver with respect to any defaults or any events of default under the Secured Revolving Credit Agreement or the Indenture and shall not bar any Consenting Creditor from filing a proof of claim or taking action to establish the amount of such claim and (y) nothing in this Agreement, including this Section 4(d), shall limit or prohibit JPMorgan Chase Bank, N.A. from taking any required actions in its capacity as an agent, including under the Secured Revolving Credit Agreement, the Paragon Parties’ term loan facility or any related guarantee or collateral agreements. Except as expressly provided in this Agreement, nothing herein is intended to, or failure by Holder on does, in any one manner waive, limit, impair, or more occasions restrict any right of any Consenting Creditor or the ability of each of the Consenting Creditors to exerciseprotect and preserve its rights, remedies and interests, including its claims against the Paragon Parties. If the transactions contemplated hereby are not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and all of Holder’s rights hereunder their rights. The Company hereby confirms that no Defaults or Events of Default (as such terms are defined in the Secured Revolving Credit Agreement and the Indenture, respectively) exist under the other Loan DocumentsSecured Revolving Credit Agreement or the Indenture as of the date hereof except for the failure to pay interest due on the 6.75% Senior Notes on January 15, 2016. Upon the occurrence of a Forbearance Termination Event, the agreement of the Consenting Creditors hereunder to forbear from exercising rights and remedies shall immediately and automatically terminate without requirement of any demand, presentment, protest, or at law or in equity, including, without limitation, 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 notice of any or kind, all of such rights. Acceptance by Hxxxxx of any portion or all of any sum payable hereunder whether before, on or after which 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 hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents, or at law or in equity. Borrower expressly waives, Paragon Parties hereby waive (to the extent permitted by applicable law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writing).

Forbearance. Holder Subject to the terms and conditions set forth herein, the Lender hereby agrees that, during the period commencing on the date hereof to (but excluding) the earlier of (a) November 30, 2009 and (b) the date that a Forbearance Termination Event occurs (such period, the "FORBEARANCE PERIOD"), the Lender shall not forbear from (i) declaring the Loans, all interest thereon and all other amounts payable under the Loan Documents to be deemed due and payable as a result of the occurrence of the Specified Defaults and (ii) instituting any judicial or non-judicial action or proceeding to have waived enforce or obtain payment of the Loans or to enforce the Lender's Liens as a result of the Specified Defaults. The Borrower agrees that, during the Forbearance Period, the outstanding principal amount of the Note shall bear interest at a rate per annum equal to the lesser of (i) 18% and (ii) the maximum rate permitted by law. Nothing set forth herein or contemplated hereby is intended to constitute an agreement by the Lender to forbear from exercising any of Holder’s the rights or remedies available to it under this Note unless such waiver is express and in a writing signed by Hxxxxx, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder the Loan Documents or under applicable law (all of which rights and remedies are hereby expressly reserved by the other Loan DocumentsLender) with respect to the Specified Defaults upon or after the termination of the Forbearance Period. In addition, or at law or in equity, including, without limitation, Holder’s right, after any Event of Default, to declare the entire indebtedness evidenced hereby immediately due and payable, nothing herein 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 Hxxxxx 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 hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 agreement by Hxxxxx precluding the subsequent exercise by Hxxxxx of Lender to forbear from exercising any or all of the rights, powers rights and remedies available to it hereunder, under any of the other Loan Documents, or at law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit Documents as a result of any statute Default or rule Event of law Default that may exist on or equity now providedafter the date hereof, other than the Specified Defaults. Except as expressly set forth in this Agreement, this Agreement shall not operate as a waiver, amendment or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to modification of any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writingLoan Document.

Forbearance. Holder shall not be deemed Notwithstanding the Forbearance Defaults, and subject to have waived any the provisions of Holder’s this Agreement, the Lender Parties agree that, until the expiration or earlier termination of the Forbearance Period (as defined below), the Lender Parties will forbear from exercising their rights or 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 Note unless Agreement; and provided, further, that no such waiver is express and in a writing signed by Hxxxxx, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or under the other Loan Documents, or at law or in equity, including, without limitation, Holder’s right, after any Event of Default, to declare the entire indebtedness evidenced hereby immediately due and payable, forbearance shall be construed as a novation of this Note or shall operate as constitute a waiver or prevent with respect to the subsequent exercise of any or all of such rights. Acceptance by Hxxxxx of any portion or all of any sum payable hereunder whether before, on or after Forbearance Defaults (other than as set forth in 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 following sentence) and remedies hereunder or under during the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents, or at law or in equity. Borrower expressly waivesForbearance Period, to the extent permitted by lawthe Loan Documents, Lender shall be entitled to cure Mortgage Loan Events of Default and make any protective advances (except to the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable extent that Mortgage Lender is forbearing from taking action with respect to any indebtedness evidenced herebysuch Forbearance Defaults pursuant to a forbearance agreement acceptable to Lender). No extension Notwithstanding anything to the contrary contained herein, if, on or prior to the expiration (but not earlier termination) of the time for Forbearance Period, the payment Borrower Parties have satisfied the conditions to such forbearance set forth in Section 4 below and Mortgage Lender has waived the Forbearance Defaults that arise as a result of this Note Mortgage Loan Defaults, the Lender Parties shall be deemed to have waived the Forbearance Defaults and shall have no right to exercise any rights or remedies under 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 installment due hereunderportion thereof is subsequently invalidated, made by agreement declared to be fraudulent or preferential, set aside or required, in connection with any person now bankruptcy, insolvency, reorganization, dissolution, liquidation or hereafter 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 payment 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 this Note shall operate the Forbearance Defaults after the expiration (other than expiration after satisfaction of the conditions to release, discharge, modify, change forbearance as set forth above) or affect earlier termination of the original liability of Borrower under this Note, either in whole or in part, unless Hxxxxx agrees otherwise in writingForbearance Period.

Forbearance. Holder Each Obligor specifically acknowledges the existence and continuation of the Specified Defaults. In reliance on the representations, warranties, covenants and agreements contained in this Agreement, and subject to the 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 Agent, the Lenders and the Issuing Banks hereby agree to forbear during the Forbearance Period 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 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 continuance of any of the Specified Defaults. Notwithstanding the foregoing, the forbearance granted by the Agent, the Lenders and the Issuing Banks shall not constitute and shall not be deemed to have waived constitute a waiver of any of Holder’s the Specified Defaults or of any other Default or Event of Default under the Loan Documents. On and after the Termination Date, the Agent’s, the Lenders’ and the Issuing Banks’ agreement hereunder to forbear shall terminate automatically without further act or action by the Agent, any Lender or any Issuing Bank, and the Agent, the Lenders and the Issuing Banks shall be entitled to exercise any and all rights or and remedies available to them under this Note unless such waiver is express Agreement and in a writing signed by Hxxxxx, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or under the other Loan Documents, at law, in equity or at law otherwise without any further lapse of time, expiration of applicable grace periods or in equityrequirements of notice, includingall of which are hereby expressly waived by each Obligor. For the avoidance of doubt, without limitation, 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 (i) an exercise of any or all of such cash dominion rights. Acceptance by Hxxxxx of any portion or all of any sum payable hereunder whether before, on or after the due date of such paymentwhen applicable, shall not be subject to forbearance (other than implementing cash dominion solely as a waiver result of Holder’s right either the Specified Defaults), (ii) the foregoing forbearance shall not prohibit the Agent from delivering notices relating to require prompt payment when due the Borrowing Base or notices of all other sums payable hereunder Default, Event of Default or to exercise a Termination Event, (iii) any Overadvance that occurs under Section 2.1.5 of Holder’s rights, powers and remedies hereunder or under the other Loan Documents. A waiver of any right on one occasion Agreement shall not be construed 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 waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents, or at law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writingSpecified Default).

Forbearance. Holder shall not be deemed to have waived any In reliance upon the representations, warranties and covenants of Holder’s rights or remedies under the Credit Parties contained in this Note unless such waiver is express and in a writing signed by HxxxxxAgreement, during the Forbearance Period, and no delay without waiving the Acknowledged Events of Default or omission by Hxxxxx in exercisingany other Default or Event of Default that may now exist or which may occur hereafter, each of the Administrative Agent and the Forbearing Lenders agrees that, subject to the terms and conditions of this Agreement, the Administrative Agent and the Forbearing Lenders shall forbear from exercising any remedies that it or they may have against the Borrower or any other Credit Party or their respective assets and properties solely as a result of the occurrence of the Acknowledged Events of Default. Such forbearance does not apply to any Default, Event of Default (other than the Acknowledged Events of Default) or other failure by Holder on the Borrower or any one other Credit Party to perform in accordance with the Credit Agreement or more occasions to exercise, any of Holder’s rights hereunder or under the other Loan Documents, or at law or in equity, Credit Document (including, without limitation, Holder’s rightthis Agreement). Notwithstanding the foregoing forbearance with respect to each Acknowledged Event of Default during the Forbearance Period, after any for the avoidance of doubt, an Event of Default, to declare the entire indebtedness evidenced hereby immediately due extent having occurred and payablecontinuing, shall be construed continue to exist for all purposes under the Credit Agreement and the other Credit Documents, and, as a novation result, (i) the Borrower may not give any Notice of this Note Borrowing or make any Letter of Credit Request, and no Notice of Borrowing or Letter of Credit Request shall operate as a waiver be honored during the Forbearance Period and (ii) no Auto-Extension Letter of Credit may be renewed or prevent extended during the subsequent exercise of any or all of such rights. Acceptance by Hxxxxx 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 hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents, or at law or in equity. Borrower expressly waives, Forbearance Period to the extent permitted by lawthat the Non-Extension Notice Date under any such Auto-Extension Letter of Credit occurs five (5) or more Business Days after the date hereof. The Administrative Agent, the benefit Borrower and each Letter of Credit Issuer hereby agrees that, pursuant to Section 3.2(b) of the Credit Agreement, this Agreement shall constitute written notice that one or more applicable conditions specified in Article VIII of the Credit Agreement cannot be satisfied during the Forbearance Period and, therefore, no Letter of Credit Issuer shall permit the extension of any statute or rule such Auto-Extension Letter of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, Credit to the foregoing. Borrower consents to any extent that the Non-Extension Notice Date thereunder occurs during the Forbearance Period and all renewals and extensions in not less than five (5) Business Days after the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writingdate hereof.

Forbearance. Holder Notwithstanding the Existing Defaults, and subject to the provisions of this Agreement, the Lender Parties agree 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 Borrower Parties have satisfied the conditions to such forbearance set forth in Section 4 below, the Lender Parties shall be deemed to have waived the Existing Defaults and shall have no right to exercise any of Holder’s rights or remedies under this Note unless such waiver 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 express and subsequently invalidated, declared to be fraudulent or preferential, set aside or required, in connection with any bankruptcy, insolvency, reorganization, dissolution, liquidation or other like proceeding or for any other reason, to be repaid or paid over to a writing signed by Hxxxxxcustodian, and no delay trustee, receiver or omission by Hxxxxx in exercisingany other party under any bankruptcy act, state or failure by Holder on any one or more occasions to exercisefederal law, any of Holder’s rights hereunder or under the other Loan Documents, or at common law or in equityequitable cause, includingthen to the extent of such payment or repayment, without limitation, Holder’s right, after any Event of Default, the obligation or part thereof intended to declare the entire indebtedness evidenced hereby immediately due and payable, be satisfied shall be construed revived and continue in full force and effect as a novation of this Note or if such payment(s) had not been made and the Borrower Parties shall operate as a waiver or prevent be primarily liable for the subsequent exercise of any or all of such rightsrevived obligations. Acceptance by Hxxxxx 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 hereunder or under the other Loan Documents. A waiver of any right on one occasion The foregoing sentence shall not be construed as a waiver of Hxxxxx’s right and is not intended to insist thereafter upon strict compliance with preclude 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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers Lender Parties from exercising their rights and remedies available to it hereunder, under any of the other Loan Documents, or at Documents and/or applicable law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension the existence of the time for Existing Defaults after the payment expiration (other than expiration after satisfaction of this Note the conditions to forbearance as set forth above) or any installment due hereunder, made by agreement with any person now or hereafter liable for earlier termination of the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part, unless Hxxxxx agrees otherwise in writing.Forbearance Period. ​

Forbearance. Holder shall not Effective as of the Effective Time, the Lender Parties agree that until the expiration or termination of the Forbearance Period (as defined below): (i) they will each forbear from exercising all of their default-related rights and remedies against the Borrower, any other Credit Party (or any Subsidiary of a Credit Party), the Collateral or the Existing Credit Agreement, the Credit Agreement, other Loan Documents (as in effect both before and after giving effect to this Agreement) and applicable law, in each case solely with respect to the Specified Defaults; and (ii) all limitations, restrictions or prohibitions that would otherwise be deemed to have waived effective or applicable under the Credit Agreement or any of Holder’s rights or remedies under this Note unless such waiver is express and in a writing signed by Hxxxxx, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or under the other Loan Documents, Documents during the continuance of any Default or at law or in equity, including, without limitation, Holder’s right, after any Event of Default, including any limitations, restrictions or prohibitions against the reinvestment of the Net Proceeds of Dispositions or Events of Loss, the making of Restricted Payments or other payments by Borrower or any other Credit Party to declare any Affiliate of Borrower or any direct or indirect owner of an equity interest in the entire indebtedness evidenced hereby immediately due and payableBorrower, any other Credit Party or any Affiliate of any of the foregoing, shall be construed not, in each case solely as a novation result of this Note the Specified Defaults, be in effect during the Forbearance Period. Notwithstanding the foregoing, nothing herein shall restrict, impair or shall operate as a waiver or prevent the subsequent exercise of otherwise affect any or all of such rights. Acceptance by Hxxxxx 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 HolderLender Party’s right either to require prompt payment when due of all other sums payable hereunder or to exercise any of Holder’s rights, powers rights and remedies hereunder or against any Person other than the Credit Parties under any agreements (including the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx Intercreditor Agreement) containing subordination provisions in favor of any or all of the rights, powers Agent and Lenders (including any rights or remedies available to it hereunder, under any the Agent or Lenders as a result of the other Loan Documents, occurrence or at law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit continuation of any statute Specified Default) or rule of law amend or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to modify any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writingprovision thereof.

Forbearance. Holder shall (a) The Subordinated Lender agrees not be deemed to have waived any of Holder’s rights ask, demand, sue for or remedies under this Note unless such waiver is express and take or receive from the [Issuer][Guarantor] in a writing signed cash or other property or by Hxxxxxsetoff, and no delay purchase or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or under the other Loan Documents, or at law or in equity, redemption (including, without limitation, Holder’s rightfrom or by way of collateral), after payment of all or any Event part of Defaultthe Subordinated Obligations and agrees that in connection with any proceeding involving the Borrower or the [Issuer][Guarantor] under any Federal or state bankruptcy, insolvency, 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 declare demand, sue for, collect and receive every payment or distribution referred to in the entire indebtedness evidenced hereby immediately due preceding sentence and payable, shall be construed as a novation give acquittance therefor and to file claims and proofs of this Note or shall operate as a waiver or prevent the subsequent exercise of any or all of such rights. Acceptance by Hxxxxx of any portion or all of any sum payable hereunder whether before, on or claim after the due 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 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 hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the other Loan Documentsrights 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 the Subordinated Obligations for the account of the Lenders and to file appropriate claims or proofs of claim in respect of the Subordinated Obligations, or at law or in equity. Borrower expressly waives, (B) execute and deliver to the extent permitted by lawControlling Agent such irrevocable powers of attorney, assignments or other instruments as the benefit of any statute or rule of law or equity now provided, or which Controlling Agent may hereafter be provided, which would produce a result contrary to, or request in conflict with, order to enable the foregoing. Borrower consents Controlling Agent to enforce any and all renewals claims with respect to, and extensions in any security and other Liens securing payment of, the time of payment hereof without in Subordinated Obligations and (C) collect and receive any way affecting the liability of Borrower and all payments or any person liable distributions which may be payable or to become liable deliverable upon or with respect to the Subordinated Obligations. A copy of these subordination provisions may be filed with any indebtedness evidenced hereby. No extension court as evidence of the time for the payment of this Note or any installment due Controlling Agent's power and authority hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writing.

Forbearance. Holder Borrower hereby acknowledges that (i) 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 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 have waived any of Holder’s rights or remedies under this Note unless such waiver is express and in a writing signed by Hxxxxx, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or under the other Loan Documents, or at law or in equity, including, without limitation, 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 Hxxxxx of any portion or all of any sum payable hereunder whether before, on or after the due date of such payment, shall not be constitute a waiver of Holderany 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 right either (on behalf of the Banks) agreement hereunder to require prompt payment when due of all other sums payable hereunder forbear shall terminate automatically without further act or action by Banks, and Administrative Agent and Banks shall be entitled to exercise any of Holder’s rights, powers and remedies hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers rights and remedies available to it hereunder, them under the Credit Agreement or any of the other Loan DocumentsPapers, at law, in equity, or at law otherwise without any further lapse of time, expiration of applicable grace periods, or in equityrequirements of notice, all of which are hereby expressly waived by Borrower and the other Credit Parties. Borrower expressly waivesand the other Credit Parties hereby acknowledge and understand that upon the expiration or termination of the Forbearance Period, to if all the extent permitted by law, the benefit of any statute or rule of law or equity now providedSpecified Defaults have not been waived in accordance with this First Amendment, or if there shall at such time exist any additional Default or Event of Default, then Administrative Agent and Banks shall have the right to proceed to exercise any or all available rights and remedies, which may hereafter be providedinclude foreclosure on the collateral for the Obligations and/or institution of legal proceedings. Administrative Agent and Banks shall have no obligation whatsoever to extend the Forbearance Period, which would produce a result contrary towaive any Defaults or Events of Default, defer any payments, or in conflict with, the foregoing. Borrower consents to any further forbear from exercising their rights and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writingremedies.

Forbearance. (a) Upon the satisfaction of the conditions precedent set forth in Section 3 of this Agreement, each Forbearing Holder shall not be deemed hereby agrees that during the Forbearance Period it will not, directly or indirectly, (x) take any Remedial Action with respect to have waived the Notes in connection with the Payment Default, (y) take any Remedial Action with respect to the purported breaches set forth in the letter dated May 21, 2010 of Holder’s rights or remedies under this Note unless Xxxxx X. Xxxxx to Xxxxxxx Xxxxxxxx (the “Canadian Facility Matters”), it being understood that neither the Issuer nor the Guarantors admit to the validity of such waiver is express and in a writing signed by Hxxxxx, and no delay or omission by Hxxxxx in exercisingbreaches, or failure (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 Holder on any one or more occasions to exercise, any all of Holder’s rights hereunder or under the other Loan Documents, or at law or in equity, including, without limitation, 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 terms of this Note Agreement with respect to the relevant Notes being sold, pledged, hypothecated or shall operate as a waiver transferred to such purchaser or prevent the subsequent exercise of any or all of such rightsentity. Acceptance by Hxxxxx 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 hereunder or under the other Loan Documents. A waiver of any right on one occasion The foregoing limited forbearance shall not be construed as a waiver of Hxxxxx’s right to insist thereafter upon strict compliance with impair 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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all ability of the rightsForbearing 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, powers matters arising or payments not received during the Forbearance Period or (ii) during the Forbearance Period for Defaults or Events of Default other than the Payment Default and the Canadian Facility Matters. Without prejudicing the rights and remedies available to it hereunder, under any of the other Loan Documents, or at law or Forbearing Holders in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for Canadian Facility Matters (except as expressly limited in this Agreement), in no event, during the payment Forbearance Period, shall the Forbearing Holders assert that a Forbearance Termination Event has occurred because the Canadian Facility Matters constitute a Default or an Event of this Note or any installment due hereunder, made by agreement with any person now or hereafter liable for Default under the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part, unless Hxxxxx agrees otherwise in writingIndenture.

Forbearance. Holder On the terms and subject to the conditions set forth in this Fourth Amendment, the Lender agrees to forbear from exercising any right or remedy permitted to be taken or exercised by it under the Loan Agreement or the other Loan Documents with respect to the Specified Events of Default for the period (the "Forbearance Period") commencing on the Effective Date (as defined below) and terminating on the Termination Date (as defined below); provided, however, that such forbearance shall extend only to the Specified Events of Default and not to any other Defaults or Events of Default now existing or occurring after the Effective Date and shall not be deemed to have waived in any of Holder’s way or manner restrict the Lender from exercising any rights or remedies under this Note unless such waiver is express it may have with respect to the Specified Events of Default from and in a writing signed by Hxxxxx, and no delay after the expiration or omission by Hxxxxx in exercising, termination of the Forbearance Period or failure by Holder on with respect to any one other Default or more occasions Event of Default at any time. "Termination Date" shall mean the earliest to exercise, occur of any of Holder’s rights hereunder or under the following events: (i) 5:00 p.m. (New York time) on March 31, 2004; (ii) the occurrence of an Event of Default other Loan Documents, or at law or in equity, including, without limitation, Holder’s right, after any than a Specified Event of Default, and (iii) the failure by any of the Loan Parties to declare comply with any of the entire indebtedness evidenced hereby immediately due and payable, shall be construed as a novation provisions of this Note Fourth Amendment or any other documents or agreements to be entered into or delivered in connection with this Fourth Amendment. The Forbearance Period shall operate as a waiver or prevent automatically terminate and expire on the subsequent exercise of Termination Date without any or all of such rights. Acceptance by Hxxxxx 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 requirement for notice to require prompt payment when due of all other sums payable hereunder or to exercise any of Holder’s the Loan Parties or any other Person and all rights, powers remedies and remedies hereunder or privileges of the Lender under the Loan Agreement and the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents, or Documents (whether at law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute in equity or rule of law or equity now provided, or which may hereafter otherwise) shall be provided, which would produce a result contrary available to, or in conflict withand capable of exercise by, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writingLender.

Forbearance. Holder Subject to the terms and conditions set forth herein, the Lender hereby agrees that, during the period commencing on the date hereof to (but excluding) the earlier of (a) September 10, 2009 and (b) the date that a Forbearance Termination Event occurs (such period, the "Forbearance Period"), the Lender shall not forbear from (i) declaring the Loans, all interest thereon and all other amounts payable under the Loan Documents to be deemed due and payable as a result of the occurrence of the Specified Defaults and (ii) instituting any judicial or non-judicial action or proceeding to have waived enforce or obtain payment of the Loans or to enforce the Lender's Liens as a result of the Specified Defaults. The Borrower agrees that, during the Forbearance Period, the outstanding principal amount of the Note shall bear interest at a rate per annum equal to the lesser of (i) 18% and (ii) the maximum rate permitted by law. Nothing set forth herein or contemplated hereby is intended to constitute an agreement by the Lender to forbear from exercising any of Holder’s the rights or remedies available to it under this Note unless such waiver is express and in a writing signed by Hxxxxx, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder the Loan Documents or under applicable law (all of which rights and remedies are hereby expressly reserved by the other Loan DocumentsLender) with respect to the Specified Defaults upon or after the termination of the Forbearance Period. In addition, or at law or in equity, including, without limitation, Holder’s right, after any Event of Default, to declare the entire indebtedness evidenced hereby immediately due and payable, nothing herein 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 Hxxxxx 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 hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 agreement by Hxxxxx precluding the subsequent exercise by Hxxxxx of Lender to forbear from exercising any or all of the rights, powers rights and remedies available to it hereunder, under any of the other Loan Documents, or at law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit Documents as a result of any statute Default or rule Event of law Default that may exist on or equity now providedafter the date hereof, other than the Specified Defaults. Except as expressly set forth in this Agreement, this Agreement shall not operate as a waiver, amendment or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to modification of any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writingLoan Document.

Forbearance. (a) Upon the satisfaction of the conditions precedent set forth in Section 3 of this Agreement, each Forbearing Holder shall not be deemed hereby agrees that during the Forbearance Period it will not, directly or indirectly, (x) take any Remedial Action with respect to have waived 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 Holder’s rights or remedies under this Note unless Xxxxx X. Xxxxx to Xxxxxxx Xxxxxxxx (the “Canadian Facility Matters”), it being understood that neither the Issuer nor the Guarantors admit to the validity of such waiver is express and in a writing signed by Hxxxxx, and no delay or omission by Hxxxxx in exercisingbreaches, or failure (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 Holder on any one or more occasions to exercise, any all of Holder’s rights hereunder or under the other Loan Documents, or at law or in equity, including, without limitation, 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 terms of this Note Agreement with respect to the relevant Notes being sold, pledged, hypothecated or shall operate as a waiver transferred to such purchaser or prevent the subsequent exercise of any or all of such rightsentity. Acceptance by Hxxxxx 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 hereunder or under the other Loan Documents. A waiver of any right on one occasion The foregoing limited forbearance shall not be construed as a waiver of Hxxxxx’s right to insist thereafter upon strict compliance with impair 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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all ability of the rightsForbearing 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, powers 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 available to it hereunder, under any of the other Loan Documents, or at law or Forbearing Holders in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for Canadian Facility Matters (except as expressly limited in this Agreement), in no event, during the payment Forbearance Period, shall the Forbearing Holders assert that a Forbearance Termination Event has occurred because the Canadian Facility Matters constitute a Default or an Event of this Note or any installment due hereunder, made by agreement with any person now or hereafter liable for Default under the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part, unless Hxxxxx agrees otherwise in writingIndenture.

Forbearance. Holder shall not be deemed to have waived any All rights and remedies of Holder’s rights or remedies under this Note unless such waiver is express the Indenture Trustee and the Noteholders in a writing signed by Hxxxxxconnection with the Section 4.06 Default, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or under the other Loan Documents, or at law or in equity, including, without limitation, Holder’s right, after any Acknowledged Event of Default, and the occurrence of any of the matters listed on the attached Schedule 1 entitled “Non-Termination Events” (the “Non-Termination Events”) are hereby reserved, and nothing set forth herein or contemplated hereby is intended to declare the entire indebtedness evidenced hereby immediately due and payablebe, nor shall be construed as a novation of this Note or shall operate as as, a waiver or prevent acquiescence to the subsequent 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 any rights and remedies available to them under the Indenture or otherwise, all of which rights and remedies are hereby expressly reserved; provided, however, that except as otherwise specifically provided herein, the Indenture Trustee and the Noteholders shall, during the Forbearance Period, forbear from issuing (i) a Notice of Acceleration with respect to the 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 comply with the restrictions on the prosecution of the claims asserted in the Delaware Action as provided for in this Agreement; and provided, further, that the Indenture Trustee and the Noteholders shall be free to exercise any or all of such rights. Acceptance by Hxxxxx their rights and remedies arising under the Indenture with regard to the Section 4.06 Default, the Acknowledged Event of Default, and the Non-Termination Events at any portion or all of any sum payable hereunder whether before, on or time 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 hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents, or at law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writingForbearance Termination Date.

Forbearance. Holder During the Forbearance Period (as defined below), Lender agrees to forbear from instituting any remedies under the Loan Documents provided, (i) Borrower pays the base rate of interest due under the Loan Agreement on a current basis, and (ii) no lender under any other credit facility under which Borrower is obligated accelerates the maturity of such facility upon default or otherwise exercises its remedies as a lender under such facility (each a “Forbearance Termination Event”). Notwithstanding the foregoing, (i) any forbearance granted by Lender shall not constitute and shall not be deemed construed or interpreted to have waived constitute a waiver of any Default or Event of Holder’s rights Default which may now or remedies under this Note unless such waiver is express and in a writing signed by Hxxxxx, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or hereafter exist under the other Loan Documents, and (ii) this Agreement and the forbearance granted by Lender hereunder shall not constitute an amendment or modification of any of the Loan Documents. All other rights of Lender contained in the Loan Documents shall remain in full force and effect. Upon the termination of the Forbearance Period (as defined below), or earlier, upon the occurrence of a Forbearance Termination Event, Lender shall have the right to immediately cease or terminate Lender’s forbearance hereunder, without further notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to replevy, protest or other formalities of any kind, all of which are hereby expressly waived by Borrower, whereupon Lender shall be entitled to exercise all rights and remedies available to Lender under the Loan Documents or at law law, in equity or in equityotherwise, including, without limitation, Holder’s right, after institution of collection actions against the Borrower. All periods of limitation specified by statute and all defenses of laches or waiver as to any Default or Event of DefaultDefault existing on the Effective Date or arising during the Forbearance Period (as defined below) will be tolled and otherwise suspended during the Forbearance Period. During the Forbearance Period, to declare the entire indebtedness evidenced hereby immediately due and payable, no payment of preferred or common dividends (“Dividends”) shall be construed made by Borrower to its shareholders as a novation long as any Default or Event of this Note or shall operate as a waiver or prevent Default exists, provided that the subsequent exercise of any or all of such rights. Acceptance by Hxxxxx of any portion or all of any sum payable hereunder whether before, on or after the due date of such payment, Borrower shall not be a waiver of Holderprohibited from paying any Dividends necessary in order to maintain Borrower’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 hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed tax status as a waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents, or at law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writingreal estate investment trust (REIT).

Forbearance. Holder Each Loan Party specifically acknowledges the existence and continuation of the Liquidity Period and the Specified Default. In reliance on the representations, warranties, covenants and agreements contained in this Agreement, and subject to the satisfaction of each condition precedent set forth in Section 4 hereof but only so long as the Forbearance Termination Date shall not have occurred and except as permitted by this Agreement, the Administrative Agent, the Swingline Lender, the Issuing Bank and the Lenders hereby agree to forbear during the Forbearance Period from exercising their rights and remedies under the Loan Documents 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 have waived constitute, (a) a waiver of the Specified Default, the Potential Defaults, or of any other Default or Event of Holder’s Default under the Loan Documents or (b) a waiver of any rights or remedies arising under the Loan Documents as a result of the 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 terminate automatically without further act or action by any such Persons, and the Administrative Agent, the Swingline Lender, the Issuing Bank and the Lenders shall be entitled to exercise any and all rights and remedies available to them under this Note unless such waiver is express and in a writing signed by Hxxxxx, and no delay Agreement or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or under the other Loan Documents, at law, in equity or at law otherwise without any further lapse of time, expiration of applicable grace periods or in equityrequirements of notice, includingall of which are hereby expressly waived by each Loan Party. For the avoidance of doubt, without limitation, Holder’s right, after any Event of Default, (i) the foregoing forbearance shall not prohibit the Administrative Agent from delivering notices relating to declare the entire indebtedness evidenced hereby immediately due and payable, shall be construed as a novation of this Note Borrowing Base or shall operate as a waiver or prevent the subsequent exercise notices of any other Defaults, Events of Default or all a Forbearance Termination Event, (ii) any Overadvance that occurs under Section 2.24 of such rights. Acceptance by Hxxxxx of any portion or all of any sum payable hereunder whether before, on or after the due date of such payment, Credit Agreement shall not be a waiver of Holder’s right either subject to require prompt payment when due of all other sums payable hereunder or to exercise any of Holder’s rightsforbearance, powers and remedies hereunder or under (iii) the other Loan Documents. A waiver of any right on one occasion foregoing forbearance shall not be construed as a waiver of Hxxxxx’s right limit or prohibit the Administrative Agent from making Protective Advances in its discretion pursuant 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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all Section 2.25 of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents, or at law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writingCredit Agreement.

Forbearance. Holder 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 Borrower Parties have satisfied the conditions to such forbearance set forth in Section 4 below (including, without limitation, the payment in full of the Indebtedness by Borrower (including for the avoidance of doubt, 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 to exercise any of Holder’s rights or remedies under this Note unless such waiver 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 express and subsequently invalidated, declared to be fraudulent or preferential, set aside or required, in connection with any bankruptcy, insolvency, reorganization, dissolution, liquidation or other like proceeding or for any other reason, to be repaid or paid over to a writing signed by Hxxxxxcustodian, and no delay trustee, receiver or omission by Hxxxxx in exercisingany other party under any bankruptcy act, state or failure by Holder on any one or more occasions to exercisefederal law, any of Holder’s rights hereunder or under the other Loan Documents, or at common law or in equityequitable cause, includingthen to the extent of such payment or repayment, without limitation, Holder’s right, after any Event of Default, the obligation or part thereof intended to declare the entire indebtedness evidenced hereby immediately due and payable, be satisfied shall be construed revived and continue in full force and effect as a novation of this Note or if such payment(s) had not been made and the Borrower Parties shall operate as a waiver or prevent be primarily liable for the subsequent exercise of any or all of such rightsrevived obligations. Acceptance by Hxxxxx 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 hereunder or under the other Loan Documents. A waiver of any right on one occasion The foregoing sentence shall not be construed as a waiver of Hxxxxx’s right and is not intended 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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers preclude Lender from exercising its rights and remedies available to it hereunder, under any of the other Loan Documents, or at Documents and/or applicable law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension the existence of the time for Existing Defaults after the payment expiration (other than expiration after satisfaction of this Note the conditions to forbearance as set forth above) or any installment due hereunder, made by agreement with any person now or hereafter liable for earlier termination of the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part, unless Hxxxxx agrees otherwise in writingForbearance Period.

Forbearance. Holder shall not be deemed Subject to have waived 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 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 Holder’s 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 under this Note unless such waiver is express and in a writing signed by Hxxxxx, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or available under the other Senior Loan DocumentsDocuments or applicable law as a result of the Specified Defaults, or at law or but only to the extent that such rights and remedies arise solely as a result of the occurrence and continuation of the Specified Defaults; provided, however, that in equityeach case, including, without limitation, Holder’s right, after any Event of Default, to declare the entire indebtedness evidenced hereby immediately due and payable, Senior Lenders shall be construed 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 a novation of expressly set forth herein, this Note or Agreement shall not operate as a waiver waiver, amendment or prevent modification of the subsequent exercise 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 any or all of such rights. Acceptance by Hxxxxx of any portion or all of any sum payable hereunder whether beforethe Bridge Notes, on or after the due date of such payment, shall Specified Default will be deemed cured and the Senior Lenders will not be a waiver of Holder’s right either to require prompt payment when due of all other sums payable hereunder or entitled to exercise any of Holder’s rights, powers and remedies hereunder rights or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all virtue of the rights, powers and remedies available to it hereunder, under any Specified Default following the expiration of the other Loan Documents, or at law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writingForbearance Period.

Forbearance. Holder On the terms and subject to the conditions set forth in this Third Amendment, the Agents and the Lenders agree to forbear from taking any action or exercising any right or remedy permitted to be taken or exercised by them under the Credit Agreement or the other Loan Documents with respect to the Specified Events of Default (including requiring cash collateral in respect of outstanding Letters of Credit) for the period (the "Forbearance Period") commencing on the Effective Date (as defined below) and terminating on the Termination Date (as defined below); provided, however, that such forbearance shall extend only to the Specified Events of Default and not to any other Defaults or Events of Default now existing or occurring after the Effective Date and shall not be deemed to have waived in any of Holder’s way or manner restrict the Agents or the Lenders from exercising any rights or remedies under this Note unless such waiver is express they may have with respect to the Specified Events of Default from and in a writing signed by Hxxxxx, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or under the other Loan Documents, or at law or in equity, including, without limitation, 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 Hxxxxx 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 expiration or to exercise any of Holder’s rights, powers and remedies hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all termination of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents, Forbearance Period or at law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced herebyother Default or Event of Default at any time. No extension "Termination Date" shall mean the earliest to occur of any of the time for following events: (i) 5:00 p.m. (New York time) on July 31, 2001; (ii) the payment occurrence and continuance of an Event of Default other than the Specified Events of Default, and (iii) the Borrowers' failure to comply with any of the provisions of this Note Third Amendment or any installment due hereunderother documents or agreements to be entered into or delivered in connection with this Third Amendment. The Forbearance Period shall automatically terminate and expire on the Termination Date without any requirement for notice to Holdco, made by agreement with the Borrowers, the Subsidiary Co-Obligors or any person now or hereafter liable for other Person and all rights, remedies and privileges of the payment Agents and the Lenders under the Credit Agreement and the other Loan Documents shall be available to, and capable of this Note shall operate to releaseexercise by, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part, unless Hxxxxx agrees otherwise in writingAgents and the Lenders.

Forbearance. Subject to all of the other terms and conditions set forth herein, and (a) solely with respect to any defaults or breaches arising out of the Specified Events, Holder agrees to forbear from exercising its rights and remedies under the May Note and Security Agreement (it being understood that nothing herein shall not be deemed constitute a waiver of any Event of Default pursuant to have waived the May Note or the Security Agreement) solely during the period from the date hereof until that date (the “Forbearance Termination Date”) which is the earliest to occur of (i) the failure after the date hereof of the Company to comply with any of Holder’s rights the terms or remedies under undertakings of this Note unless such waiver is express and in a writing signed by Hxxxxx, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or under the other Loan Documents, or at law or in equityAgreement, including, without limitation, Holder’s rightthe covenants set forth in Section 4 hereof, after (ii) a breach of any warranty or representation of the Company in this Agreement, or (iii) the occurrence of a different Event of DefaultDefault (other than a default arising out of the Specified Events) under either the February Note or the May Note. Upon the Forbearance Termination Date, the agreement of Holder to declare forbear from exercising its rights and remedies in respect of the entire indebtedness evidenced hereby immediately due Specified Events shall automatically terminate for all purposes under the May Note and payableSecurity Agreement for all periods, including periods after the Forbearance Termination Date and Holder shall be construed as a novation of this Note or shall operate as a waiver or prevent the subsequent exercise of free to proceed to enforce any or all of such rights. Acceptance by Hxxxxx 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 its rights and remedies hereunder set forth in the May Note or the Security Agreement including, without limitation, the right to demand the immediate repayment of the May Note and to take possession of the collateral under the other Loan DocumentsSecurity Agreement. A waiver The Company hereto agrees that, subject to the agreement of any right on one occasion shall not be construed as a waiver Holder to forbear from exercising certain of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers its rights and remedies available to it hereunder, under any of the other Loan Documents, or at law or in equity. Borrower expressly waives, as and to the extent permitted by lawexpressly set forth in this Agreement, all rights and remedies of Holder under the benefit of any statute or rule of law or equity now provided, or which may hereafter May Note and Security Agreement shall continue to be provided, which would produce a result contrary to, or in conflict with, available to Holder from and after the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment date of this Note or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writingAgreement.

Forbearance. Holder Subject to all the terms and conditions set forth herein, Bank shall not be deemed forbear from filing any legal action or instituting or enforcing any rights and remedies it may have against Borrower from the Forbearance Effective Date (as defined in Section 10) until the date (the “Forbearance Termination Date”) which is the earliest to have waived occur of (a) November 30, 2013, (b) the failure after the date hereof of Borrower to comply with any of Holder’s rights the terms or remedies under undertakings of this Note unless such waiver is express and in a writing signed by HxxxxxAgreement, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any (c) the occurrence after the date hereof of Holder’s rights hereunder or under the other Loan Documents, or at law or in equity, including, without limitation, Holder’s right, after any Event of DefaultDefault (other than the Existing Defaults), and (d) the date that Borrower joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Bank relating to declare the entire indebtedness evidenced hereby immediately due and payable, shall be construed as a novation of this Note Obligations in connection with or shall operate as a waiver or prevent the subsequent exercise of any or all of such rights. Acceptance by Hxxxxx 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 related to require prompt payment when due of all other sums payable hereunder or to exercise any of Holder’s rights, powers and remedies hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 transactions contemplated by Holder shall constitute or be deemed to constitute an election of remedies by Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents. Except as expressly provided herein, this Agreement does not constitute a waiver or release by Bank of any Obligations or of any existing Event of Default other than the Existing Defaults or Event of Default which may arise in the future after the date of execution of this Agreement. If Borrower does not comply with the terms of this Agreement, Bank shall have no further obligations under this Agreement and shall be permitted to exercise at law or such time any rights and remedies against Borrower as it deems appropriate in equityits sole and absolute discretion. Borrower expressly waives, understands that Bank has made no commitment and is under no obligation whatsoever to grant any additional extensions of time at the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension end of the Forbearance Period. The time for period between the payment of this Note or any installment due hereunder, made by agreement with any person now or hereafter liable for Forbearance Effective Date and the payment of this Note shall operate Forbearance Termination Date is referred to release, discharge, modify, change or affect herein as the original liability of Borrower under this Note, either in whole or in part, unless Hxxxxx agrees otherwise in writing“Forbearance Period.”

Forbearance. Holder shall not be deemed Notwithstanding the Forbearance Defaults, and subject to have waived any the provisions of Holder’s this Agreement, the Lender Parties agree that, until the expiration or earlier termination of the Forbearance Period (as defined below), the Lender Parties will forbear from exercising their rights or 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 Note unless Agreement; and provided, further, that no such waiver is express and in a writing signed by Hxxxxx, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or under the other Loan Documents, or at law or in equity, including, without limitation, Holder’s right, after any Event of Default, to declare the entire indebtedness evidenced hereby immediately due and payable, forbearance shall be construed as a novation of this Note or shall operate as constitute a waiver or prevent with respect to the subsequent exercise of any or all of such rights. Acceptance by Hxxxxx of any portion or all of any sum payable hereunder whether before, on or after Forbearance Defaults (other than as set forth in 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 following sentence) and remedies hereunder or under during the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents, or at law or in equity. Borrower expressly waivesForbearance Period, to the extent permitted by lawthe Loan Documents, Lender shall be entitled to cure Mortgage Loan Events of Default and make any protective advances (except to the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable extent that Mortgage Lender is forbearing from taking action with respect to any indebtedness evidenced herebysuch Forbearance Defaults pursuant to a forbearance agreement acceptable to Lender). No extension Notwithstanding anything to the contrary contained herein, if, on or prior to the expiration (but not earlier termination) of the time for Forbearance Period, the payment Borrower Parties have satisfied the conditions to such forbearance set forth in Section 4 below and Mortgage Lender has waived the Forbearance Defaults that arise as a result of this Note Mortgage Loan defaults, the Lender Parties shall be deemed to have waived the Forbearance Defaults and shall have no right to exercise any rights or remedies under 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 installment due hereunderportion thereof is subsequently invalidated, made by agreement declared to be fraudulent or preferential, set aside or required, in connection with any person now bankruptcy, insolvency, reorganization, dissolution, liquidation or hereafter 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 payment 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 this Note shall operate the Forbearance Defaults after the expiration (other than expiration after satisfaction of the conditions to release, discharge, modify, change forbearance as set forth above) or affect earlier termination of the original liability of Borrower under this Note, either in whole or in part, unless Hxxxxx agrees otherwise in writingForbearance Period.

Forbearance. Holder 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) 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 may have waived occurred before or may occur after the date of this Agreement. At the end of the Forbearance Period, the 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 immediate exercise of all the rights and remedies available to it under the Loan Documents or otherwise at law. Nothing in this Agreement shall constitute a waiver of any Default or Event of HolderDefault under the Loan Documents or of Lender’s rights or remedies under this Note unless such waiver is express and in a writing signed by Hxxxxx, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or under the other Loan Documents, or at law or in equity, including, without limitation, 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 Hxxxxx 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 hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents, or at law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or hereafter liable for existing between the payment Lender and the Borrower. This agreement is being executed by the Lender to accommodate the request of this Note shall operate Borrower, and Borrower understands and agrees that Lender has no obligation to release, discharge, modify, change or affect grant further forbearances in the original liability of Borrower under this Note, either in whole or in part, unless Hxxxxx agrees otherwise in writingfuture.

Forbearance. Holder Notwithstanding the Existing Defaults, and subject to the provisions of this Agreement, the Lender Parties agree 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 Borrower Parties have satisfied the conditions to such forbearance set forth in Section 4 below, the Lender Parties shall be deemed to have waived the Existing Defaults and shall have no right to exercise any of Holder’s rights or remedies under this Note unless such waiver 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 express and subsequently invalidated, declared to be fraudulent or preferential, set aside or required, in connection with any bankruptcy, insolvency, reorganization, dissolution, liquidation or other like proceeding or for any other reason, to be repaid or paid over to a writing signed by Hxxxxxcustodian, and no delay trustee, receiver or omission by Hxxxxx in exercisingany other party under any bankruptcy act, state or failure by Holder on any one or more occasions to exercisefederal law, any of Holder’s rights hereunder or under the other Loan Documents, or at common law or in equityequitable cause, includingthen to the extent of such payment or repayment, without limitation, Holder’s right, after any Event of Default, the obligation or part thereof intended to declare the entire indebtedness evidenced hereby immediately due and payable, be satisfied shall be construed revived and continue in full force and effect as a novation of this Note or if such payment(s) had not been made and the Borrower Parties shall operate as a waiver or prevent be primarily liable for the subsequent exercise of any or all of such rightsrevived obligations. Acceptance by Hxxxxx 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 hereunder or under the other Loan Documents. A waiver of any right on one occasion The foregoing sentence shall not be construed as a waiver of Hxxxxx’s right and is not intended to insist thereafter upon strict compliance with preclude 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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers Lender Parties from exercising their rights and remedies available to it hereunder, under any of the other Loan Documents, or at Documents and/or applicable law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension the existence of the time for Existing Defaults after the payment expiration (other than expiration after satisfaction of this Note the conditions to forbearance as set forth above) or any installment due hereunder, made by agreement with any person now or hereafter liable for earlier termination of the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part, unless Hxxxxx agrees otherwise in writingForbearance Period.

Forbearance. Holder Borrower acknowledges the existence of the Existing Default under the Loan Agreement. Borrower further acknowledges and agrees that Bank is not in any way agreeing to waive such Existing Default as a result of this Amendment or the performance by the parties of their respective obligations hereunder or thereunder. Subject to the conditions contained herein and performance by Borrower of all of the terms of this Amendment and the Loan Agreement after the date hereof, Bank shall, until the earliest of (i) June 30, 2018 or (ii) such date that there shall occur any further Event of Default (the “Forbearance Period”), forbear from exercising any remedies that it may have against Borrower as a result of the occurrence of the Existing Default. This forbearance shall not be deemed to have waived any of Holder’s rights or remedies under this Note unless such waiver is express and in a writing signed by Hxxxxx, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or under the other Loan Documents, or at law or in equity, including, without limitation, 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 continuing waiver or prevent the subsequent exercise of any or all of such rights. Acceptance by Hxxxxx 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 hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents, or at law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable forbearance with respect to any indebtedness evidenced hereby. No extension Event of Default of a similar nature that may occur after the time for the payment date of this Note Amendment. If Borrower has, after the Fourth Amendment effective date but on or before June 30, 2018, (i) delivered to Bank evidence, satisfactory to Bank in its sole discretion, that Borrower has received at least Twenty-One Million Dollars ($21,000,000) of gross cash proceeds (provided that Borrower shall only incur a reasonable amount of transaction expenses in connection therewith) from the sale of its equity securities to investors and on terms and conditions reasonably acceptable to Bank, or (ii) the occurrence of a Liquidity Event which has resulted in all Obligations owing from Borrower to Bank being repaid in full in cash, and Borrower has otherwise complied with this Agreement, the Existing Default shall be automatically waived. Such forbearance or waiver does not apply to any installment due hereunder, made other Event of Default or other failure by agreement Borrower to perform in accordance with any person now the Loan Agreement or 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 whole or in part, unless Hxxxxx agrees otherwise in writing.Amendment

Forbearance. Holder Bank agrees to forbear from exercising its rights and remedies under the Existing Loan Documents and at law ("Default Rights") until the earlier of (a) October 7, 2003, or (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 as provided under applicable law. The Forbearance Period shall not be deemed to have waived immediately terminated, without notice, if (a) Borrower breaches of any of Holder’s rights or remedies under the terms set forth in this Note unless such waiver is express and in a writing signed by HxxxxxAgreement, and no delay or omission by Hxxxxx in exercising, or failure by Holder on (b) any one or more occasions to exercise, any of Holder’s rights hereunder or default occurs (other than the Existing Defaults) under the other Existing Loan Documents, or at law (c) any recital, representation or warranty made herein, in any document executed and delivered in connection herewith, or in equityany report, includingcertificate, 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 Bank, at its option, without limitationany notice to Borrower, Holder’s right, after may immediately cease making any Event 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 Default, to declare the entire indebtedness evidenced hereby immediately due and payable, Forbearance Period (a) in no way shall be construed deemed an agreement by Bank to waive Borrower's compliance with all other terms of the Existing Loan Documents, as a novation modified by this Loan Modification and Forbearance Agreement and (b) shall not limit or impair Bank's right to demand strict performance of all other terms and covenants as of any date. Nothing in this Note or Loan Modification and Forbearance Agreement in any way shall operate as a constitute Bank's waiver or prevent of the subsequent Existing Defaults. Borrower further agrees that the exercise of any or all Default Rights by Bank upon termination of such rights. Acceptance by Hxxxxx of any portion or all of any sum payable hereunder whether before, on or after the due date of such payment, Forbearance Period shall not be a waiver affected by reason of Holder’s right either to require prompt payment when due of all other sums payable hereunder or to exercise any of Holder’s rightsthis Agreement, powers and remedies hereunder or under the other Loan Documents. A waiver of any right on one occasion Borrower shall not be construed assert as a waiver defense thereto the passage of Hxxxxx’s right time, estoppel, laches or any statute of limitations to insist thereafter upon strict compliance with the terms hereof without previous notice of such intention being given to Borrower. No extent that the exercise of any right Default Rights was precluded by Holder shall constitute or be deemed to constitute an election of remedies by Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents, or at law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writingAgreement.

Forbearance. Holder Foothill and Borrower hereby acknowledge that certain Events of Default previously disclosed to Foothill by Borrower (including 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) have occurred and are continuing under the Loan Agreement (the "Current Defaults"). Foothill hereby agrees to forebear from taking any action or exercising any of its remedies under the Loan Agreement with respect to the Current Defaults during the period from October 1, 1998, through and including October 31, 1998; provided, however, that such forbearance shall apply only to the Current Defaults, shall not be deemed apply to have waived any other Event of Default continuing as of the Amendment Date, or to any Event of Default that may occur after the Amendment Date. Further, this forbearance shall not constitute a waiver by Foothill of any of Holder’s its rights or remedies under the Loan Agreement, but shall only constitute a limited forbearance. Furthermore, nothing contained in this Note unless such waiver is express and in a writing signed by Hxxxxxletter shall diminish, prejudice or waive any of Foothill's rights or remedies under the Loan Agreement or applicable law, and no delay or omission by Hxxxxx Foothill hereby reserves all such rights and remedies. Anything contained in exercisingthe foregoing to the contrary notwithstanding, or failure by Holder on any one or more occasions Foothill's continued forbearance with respect to exercise, any of Holder’s rights hereunder or under the other Loan Documents, or at law or in equity, including, without limitation, Holder’s right, after any Event of Default, to declare the entire indebtedness evidenced hereby immediately due and payable, Current Defaults shall be construed as a novation contingent on Borrower's successful consummation of this Note or shall operate as a waiver or prevent the subsequent exercise sale of any or all 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 rights. Acceptance by Hxxxxx radio stations to CRN (the "Proxy"), in accordance with the approvals obtained from the holders of any portion or all of any sum payable hereunder whether beforeBorrower's Stock for such sale requested from the holders in connection with the Proxy, on or before October 31, 1998, and 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 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 hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents, or at law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced hereby. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writingfailure.

Forbearance. Holder Subject to fulfillment of the conditions set forth in Section 7 hereof and the provisions of this Section 5, the Lender hereby agrees that it shall not be deemed to have waived on or before April 30, 1997 exercise any of Holder’s rights or remedies which are available to the Lender solely as a result of the occurrence of an Event of Default under this Note unless Section 11.1(e) of the Loan Agreement arising from the failure of the Borrower to repay in full on January 1, 1996 the Borrower's 14% debentures due January 1, 1996, but only if (x) neither any holder of such waiver is express and in a writing signed by Hxxxxx, and no delay debentures nor the trustee therefor shall (A) obtain any judgments or omission by Hxxxxx in exercising, other judicial remedies or failure by Holder on any one relief against the Borrower or more occasions to exercise, any of Holder’s its properties or (B) commence the exercise of any rights hereunder or under remedies to attach or otherwise obtain any interest in any property of the Borrower and (y) no Person or Persons (other Loan Documents, than Chemical Bank) to whom the Borrower owes indebtedness or at law or in equity, other obligations (including, without limitation, Holder’s rightlease obligations) of $2,000,000 or more in the aggregate for all such Persons shall have obtained any judgments or other judicial remedies or relief against the Borrower or any of its properties, after any Event of Defaultin each instance under clauses (x) and (y) above, to declare the entire indebtedness evidenced hereby immediately due and payable, shall be construed as a novation result, directly or indirectly (including, without limitation, by virtue of this Note or shall operate as a waiver or prevent the subsequent exercise of any or all cross-default provisions), of such rightsfailure of the Borrower to repay such debentures on their scheduled maturity. Acceptance by Hxxxxx of any portion or all of any sum payable hereunder whether before, on or after the due date of such payment, The foregoing shall not be constitute a waiver of Holder’s right either to require prompt payment when due such Event of all other sums payable hereunder Default or to exercise any of Holder’s rights, powers the Lenders rights and remedies hereunder or under the other Loan Documents. A waiver with respect to such Event of Default nor of any right on one occasion shall not be construed as a waiver other Event of Hxxxxx’s right to insist thereafter upon strict compliance with the terms hereof Default that may occur (including, 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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all limitation, under Section 11.1(e) of the rights, powers and remedies available to it hereunder, under Loan Agreement) nor shall the foregoing constitute a forbearance of any of the Lenders rights and remedies for any other Loan Documents, or at law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit Event of any statute or rule of law or equity now provided, or Default which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable arise with respect to or as a result of such debentures (including, without limitation, any indebtedness evidenced hereby. No extension failure to timely make any payments of principal on the time for debentures if the payment due January 1, 1996 is extended or deferred to one or more later dates or the filing of this Note any involuntary petition or the commencement of an action or other proceeding against the Borrower otherwise seeking relief under any installment due hereunderbankruptcy or insolvency law). The Borrower agrees that (i) it shall not, made by agreement with any person now directly or hereafter liable for the payment of this Note shall operate to releaseindirectly, dischargeamend, modify, change supplement or affect waive compliance with (or consent to any of the original liability foregoing) any provision of Borrower under the Borrowers 14% debentures due January 1, 1996 (including, without limitation, any modification of the payment terms thereof) or the indenture related thereto without the prior written consent of the Lender in each instance and (ii) the failure to comply with clause (i) of this Note, either sentence shall constitute an Event of Default and shall invalidate and terminate the forbearance of the exercise by the Lender of rights and remedies as provided in whole or in part, unless Hxxxxx agrees otherwise in writingthe first sentence of this Section 5.

Forbearance. Holder Vendor shall forbear from exercising any remedy with respect to collection of the Standstill Amount and the interest thereon, including without limitation making demands for payment or return of merchandise or joining in a petition for an involuntary bankruptcy of Xxxxxxxx'x or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, custodian or other similar official (each, an "Insolvency Proceeding") and hereby waives any such rights. Vendor hereby acknowledges that the violation of its agreement to so forbear from exercising any remedy with respect to the Standstill Amount and the interest thereon will cause irreparable harm to the Company and agrees that any such violation shall give rise to the following remedies (which constitute the only remedies available to Xxxxxxxx'x and as to which Vendor hereby waives all defenses): (i) immediate injunctive relief as may be necessary to restore the status quo; (ii) loss of Vendor's interest in the Trade Creditor Lien (and such Vendor's claims shall no longer be secured by the Trade Creditor Lien); and (iii) any applicable damages for commencing any Insolvency Proceeding ((i), (ii), and (iii), collectively, the "Standstill Violation Remedies"). Notwithstanding the foregoing, Vendor shall not be deemed to have waived any of Holder’s rights or prohibited from exercising its remedies under this Note unless such waiver is express and in a writing signed by Hxxxxx, and no delay or omission by Hxxxxx in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder or under the other Loan Documents, or at law or in equity, including, without limitation, 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 Hxxxxx 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 hereunder or under the other Loan Documents. A waiver of any right on one occasion shall not be construed as a waiver of Hxxxxx’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 Hxxxxx precluding the subsequent exercise by Hxxxxx of any or all of the rights, powers and remedies available to it hereunder, under any of the other Loan Documents, or at law or in equity. Borrower expressly waives, to the extent permitted by law, the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing. Borrower consents to any and all renewals and extensions in the time of payment hereof without in any way affecting the liability of Borrower or any person liable or to become liable with respect to any indebtedness evidenced herebyother goods shipped to Xxxxxxxx'x (and not included in the Standstill Amount) for which payment becomes past due; provided that such remedy does not include foreclosing on collateral or joining in an Insolvency Proceeding (as to which remedies Vendor has waived its rights to pursue, as well as any defenses concerning the Standstill Violation Remedies). No extension Vendor's forbearance as described herein shall continue notwithstanding the existence of the time for the payment of this Note any Program Default or any installment due hereunder, made by agreement with any person now or 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 whole or in part, unless Hxxxxx agrees otherwise in writingIndividual Default (as such terms are defined herein).