Common use of Forbearance Clause in Contracts

Forbearance. (a) Subject to the other terms and provisions of this Agreement, BCS agrees to forbear from exercising any remedies available to them under the Business Loan Agreement and any other Loan Document until the first to occur of the following: (i) January 25, 2011; or (ii) Borrower fails to promptly perform any of its covenants or obligations under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreement, any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, the schedules thereto and otherwise with respect to any and all existing and future defaults and events of default, including, without limitation, the Existing Event of Default. Except as expressly set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding of any kind or nature whatsoever shall be binding on BCS unless and until one or more counterparts of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence therein.

Forbearance. (ai) Subject to In reliance upon the other terms representations, recitals, warranties, and provisions covenants of Borrower made in this Agreement, BCS and subject to the terms and conditions of this Agreement and any documents or instruments executed in connection with this Agreement, Lender agrees to forbear from exercising any its rights and remedies available to them under the Business Loan Agreement and any other Loan Document until the first to occur Documents or applicable law arising out of the following: Existing Defaults, for the period (ithe “Forbearance Period”) January 25commencing on the Effective Date and ending on the date which the earlier of (A) [month] [day], 2011; or[year], or (B) the occurrence or existence of any Event of Default, other than any Existing Default. (ii) Upon the termination of the Forbearance Period, the agreement of Lender to forbear shall automatically and without further action terminate and be of no force and effect, it being expressly agreed that the effect of such termination will be to permit Lender to exercise immediately all rights and remedies under the Loan Documents and applicable law, including, but not limited to, (A) ceasing to make any further Loans, and (B) accelerating all of the obligations of Borrower fails under the Loan Documents; in each case without any further notice to promptly perform Borrower or forbearance of any of its covenants or obligations under this Agreementkind. (biii) This The parties to this Agreement constitutes a forbearance only acknowledge and does not and shall notconstitute a waiver agree that any misrepresentation by BCS of Borrower [or any default or event of default or an amendment or modification of the Business Loan Agreement, any other Loan Document, any supplement or schedule theretoGuarantor], or any other document related failure of Borrower [or any Guarantor] to any of comply with the foregoing. Except to the extent of the forbearance covenants, conditions and agreements contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, the schedules thereto and otherwise with respect to any and all existing and future defaults and events of default, including, without limitation, the Existing Event of Default. Except as expressly set forth in this Agreement, no waiverthe Loan Documents [ , consent, the Guaranty Documents] or any other agreement, amendment, renewal, extension, modification, standstill, release document or understanding of instrument at any kind or nature whatsoever shall be binding on BCS unless and until one or more counterparts of a document in writing specifically affirming the same has been time executed and/or delivered by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof Borrower [or any acquiescence thereinGuarantor] with, to or in favor of Lender shall constitute an Event of Default under this Agreement and the Loan Documents.

Forbearance. 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) Subject September 10, 2009 and (b) the date that a Forbearance Termination Event occurs (such period, the "Forbearance Period"), the Lender shall forbear from (i) declaring the Loans, all interest thereon and all other amounts payable under the Loan Documents to be 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 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 other terms lesser of (i) 18% and provisions of this Agreement, BCS agrees (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 the rights or remedies available to them it under the Business Loan Agreement and any other Loan Document until the first to occur of the following: Documents or under applicable law (i) January 25, 2011; or (ii) Borrower fails to promptly perform any of its covenants or obligations under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreement, any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers which rights and privileges under remedies are hereby expressly reserved by the Notes, the Business Loan Agreement, the other Loan Documents, the schedules thereto and otherwise Lender) with respect to the Specified Defaults upon or after the termination of the Forbearance Period. In addition, nothing herein shall be construed to constitute an agreement by the Lender to forbear from exercising any rights and all existing and future defaults and events remedies available to it under the Loan Documents as a result of default, including, without limitation, the Existing any Default or Event of DefaultDefault that may exist on or after the date hereof, other than the Specified Defaults. Except as expressly set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding of any kind or nature whatsoever this Agreement shall be binding on BCS unless and until one or more counterparts of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise shall not operate as a waiver thereof waiver, amendment or modification of any acquiescence thereinLoan Document.

Forbearance. The Servicer is hereby authorized to forbear in connection with its enforcement of Tax Liens, provided that the subject Property Owners comply with the individual terms and conditions of forbearance established by the Servicer in its sole discretion, but which shall include (a) Subject the repayment in full of the Adjusted Redemptive Value of the applicable Tax Lien over a period ending no later than February 1, 2025, unless it is determined by the Servicer that an extension of the repayment period is in the best economic interest of the Issuer, but in no event shall the repayment period exceed thirty-six (36) months from the due date of the first forbearance payment, (b) payments on a periodic basis directly to the other terms Indenture Trustee for deposit to the MTAG Issuer Lockbox, (c) the requirement that all required payments accruing subsequently to the subject Tax Lien for the subject Property that if not paid could result in the creation of a further “tax lien” (as defined in the Section 11-301 of the City Admin. Code) on such Property (the “Subsequent Taxes and provisions Assessments”) remain current, (d) an acknowledgement of this Agreementthe amount due with respect to the Tax Lien that is the subject of such forbearance, BCS agrees a waiver of any waivable defenses to forbear from exercising any remedies available to them under the Business Loan Agreement foreclosure action and any other Loan Document until similar stipulations deemed necessary or desirable by the first to occur of the following: Servicer, (ie) January 25, 2011; or (ii) Borrower fails to promptly perform any of its covenants or obligations under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreement, any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, the schedules thereto and otherwise than with respect to any and all existing and future defaults and events of default, including, without limitationProperties classified by the City as within Tax Class 1, the Existing Event of Default. Except as expressly set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding subject Property Owner agrees to permit access to the Property for purposes of any kind Environmental Assessment relating thereto, (f) the Property Owner agrees that in connection with any foreclosure action relating to the Property, the holder of the related Tax Lien shall have the right to appoint a receiver, and (g) such forbearance is evidenced by a written agreement executed by each of the Servicer and the Property Owner; provided, however, that the Servicer may not agree to any such forbearance (in writing or nature whatsoever otherwise) until after the Closing Date. The details of such forbearance shall be binding on BCS unless maintained in the Servicer’s collection system. The Servicer shall provide the City and until one or more counterparts its representatives with access to such information during the Servicer’s customary business hours, at the City’s request. Any reasonable expenses incurred by the Servicer in negotiating and monitoring the terms and conditions of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise forbearance shall operate as a waiver thereof or any acquiescence thereinbe considered Lien Administration Expenses.

Forbearance. (a) Subject Solely as an accommodation to the Company (and without waiving any rights or remedies available to the Investors under the Note Purchase Agreement, the Notes, the Security Agreement (as amended and restated hereby) or any other terms agreement or instrument executed and delivered by the Company in connection therewith (the “Financing Documents”), the Investors, subject to the provisions of this Agreement, BCS agrees and in consideration of the provisions hereof, agree to forbear from exercising their rights and remedies with respect to the Existing Defaults until November 28, 2011 (the “Forbearance Deadline”) provided that, and so long as, the following conditions (the “Conditions”) are satisfied: i) if the Company enters into the Asset Sale, up to 100% of the proceeds from such Asset Sale will be paid directly to the Investors to be applied against the Notes and the Exchange Notes in accordance with the terms thereof; and ii) without limiting any remedies rights available to them the Investors under the Business Loan Agreement and any other Loan Document until the first to occur Documents, if, as of the following: Forbearance Deadline, the Notes and the Exchange Notes shall not have been paid in full, the Investors shall be entitled to cause the Collateral Agent, pursuant to the terms of Section 3.11 of the Note Purchase Agreement, to take possession of all or any portion of the Collateral (ias defined in the Amended and Restated Security Agreement) January 25and to cause the Collateral Agent to sell or otherwise dispose of the Collateral, 2011; or (ii) Borrower fails and all proceeds from such sales shall be applied to promptly perform the Notes and the Exchange Notes until they are satisfied in full. Any failure by the Company to timely satisfy any Conditions shall be an Event of its covenants Default under the Financing Documents and the Exchange Notes. Any Event of Default under the Financing Documents or obligations the Exchange Notes shall be a default under this Agreement (b) This . Any provision of this Agreement constitutes a forbearance only and does to contrary notwithstanding, the Investors do not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreement, any other Loan Document, any supplement or schedule thereto, or any other document related to waive any of the foregoingExisting Defaults and hereby preserve all of their rights and remedies with respect to such Existing Defaults. Except to Accordingly, following the extent expiration of the forbearance contained in Section 2(a) of this AgreementForbearance Deadline, BCS reserves all of its rights, remedies, powers the Investors shall be free to exercise their rights and privileges remedies under the Financing Documents, the Original Notes, the Business Loan Exchange Notes and the Amended and Restated Security Agreement, at law or in equity, and at such time as the other Loan Investors may elect. The Investors reserve all rights and remedies and the right to declare defaults and/or Events of Default under the Financing Documents, this Agreement and the schedules thereto and otherwise with respect to any and all existing and future defaults and events of defaultExchange Notes that occur on or after the date hereof, including, without limitation, the Existing Event of Default. Except as expressly set forth whether or not enumerated in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding of any kind or nature whatsoever . If there shall be binding on BCS unless and until one any defaults or more counterparts Events of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege Default under the Business Loan AgreementFinancing Documents, this Agreement or the other Loan Documents Exchange Notes, in any case, arising at any time on or otherwise after the date hereof, none of the aforementioned defaults shall operate be waived, and the Investors may exercise their rights and remedies under the Financing Documents, this Agreement or the Exchange Notes, at law or in equity, and at such time as a waiver thereof or any acquiescence thereinthe Investors may elect.

Forbearance. (a) Subject to the terms, conditions and understandings contained in this Agreement, Lender hereby agrees to refrain and forbear from exercising and enforcing any of its remedies under the Debenture, the Loan Documents or under applicable laws, with respect to the Debenture Default, until September 18, 2014 (the “Forbearance”). In addition, Lender has agreed to forgive Twenty-Five Thousand Dollars ($25,000) currently owing under the Debenture, to extend the original maturity date of the Debenture by six months, and to waive its rights to accelerate the Debenture Balance and to demand immediate payment in full. (b) To induce Lender to enter into this Agreement, Borrower has agreed to enter into that certain Exchange Agreement of even date herewith substantially in the form attached hereto as Exhibit A (the “Exchange Agreement”); wherein, Borrower and Lender will exchange the Debenture for that certain Secured Convertible Promissory Note of even date herewith and substantially in the form attached hereto as Exhibit B (the “Note”). The Purchase Agreement and each of the other Loan Documents shall remain in full force and effect. The Note shall be secured by all of the assets of the Borrower according to the terms and provisions of that certain Security Agreement of even date herewith substantially in the form attached hereto as Exhibit C (the “Security Agreement”). (c) Together with its execution of this Agreement, BCS agrees Borrower shall execute a Judgment by Confession substantially in the form attached hereto as Exhibit D (the “Confession”), which, in addition to forbear from exercising any other rights or remedies Lender may have under this Agreement, the Loan Documents or applicable law, Lender may, in its sole discretion, cause to be entered into a court of competent jurisdiction upon Borrower’s default of any provision set forth in this Agreement, the Note, or any of the other Loan Documents. The Confession shall provide for a judgment against Borrower equal to the Judgment Amount (as defined in the Confession). (d) Borrower understands that the Forbearance shall terminate immediately upon the occurrence of any material breach of this Agreement or upon the occurrence of any Event of Default (as defined in the Note) after the date hereof and that upon the earlier of the termination of the Forbearance, Borrower’s breach of any term or provision in this Agreement, or the occurrence of any Event of Default, Lender may, in Lender’s sole and absolute discretion, pursue all remedies available to them it under the Business Loan Agreement and any other Loan Document until the first to occur of the following: (i) January 25, 2011; or (ii) Borrower fails to promptly perform any of its covenants or obligations under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreement, any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) terms of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan AgreementNote, the other Loan Documents, the schedules thereto and otherwise with respect to any and all existing and future defaults and events of default, including, without limitation, the Existing Event of Default. Except as expressly set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding of any kind or nature whatsoever shall be binding on BCS unless and until one or more counterparts of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinapplicable law.

Forbearance. (a) Subject to the other terms and provisions of this Agreement, BCS agrees The Required Lenders hereby agree to forbear from exercising any remedies available set forth in Section 9.2 of the Credit Agreement by reason of any Default or Event of Default that may exist solely as a result of the Borrower’s failure to them timely (i) file with the Securities and Exchange Commission its Form 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 (the “First and Second Quarter Form 10-Q”) and Form 10-K for the fiscal year ended December 31, 2004 (the “2004 Form 10-K”), including, without limitation, compliance with Sections 7.1 and 7.4 of the Credit Agreement with respect thereto (collectively, the “Filing Default”) and (ii) deliver the unaudited consolidated balance sheets, statements of income, cash flows and stockholders’ equity for the Credit Parties and their Subsidiaries for the fiscal quarters ended March 31, 2005 and June 30, 2005 and the audited consolidated balance sheets, statements of income, cash flows and stockholders’ equity for the Credit Parties and their Subsidiaries for the fiscal year ended December 31, 2004, together with any opinions and reports contemplated under Section 7.1 of the Business Loan Credit Agreement (collectively, the “Delivery Default”). This forbearance shall be effective as of August 1, 2005 and shall run through October 31, 2005 (the “Forbearance Period”). This forbearance relates only to the Filing Default or the Delivery Default and shall not be construed to be (a) a waiver as to future compliance to timely deliver any future Form 10-Q, Form 10-K or its financial statements, including, without limitation, as required in the last sentence of this Section 2 and as required for subsequent fiscal quarters or years, or to otherwise comply with any other covenant in the Credit Agreement or (b) a waiver of any other Default or Event of Default that may exist. This forbearance shall not be deemed to be a modification or amendment to the Credit Agreement and the Credit Agreement is hereby ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms except as modified herein. Notwithstanding the foregoing forbearance, (x) the Borrower shall be in violation of Section 7.4 of the Credit Agreement, and the forbearance provided for herein shall not apply, if it has not filed its First and Second Quarter Form 10-Q and 2004 Form 10-K with the Securities and Exchange Commission, on or before October 31, 2005 and (y) the Borrower shall be in violation of Section 7.1 of the Credit Agreement, and the forbearance provided for herein shall not apply, if it has not delivered the financial statements, reports and opinions required by Section 7.1 of the Credit Agreement for the fiscal year ended December 31, 2004 and the fiscal quarters ended March 31, 2005 and June 30, 2005, on or before the earlier of (1) October 31, 2005 and (2) the date such financial statements, reports and opinions are available. To the extent the Delivery Default and the Filing Default have been cured on or before October 31, 2005, such Defaults shall not be the sole basis for any other Loan Document until exercise of the first to occur Lenders’ rights and remedies against the Borrower. Furthermore, the Forbearance Period shall immediately terminate upon the occurrence of any of the following: (ia) January 25, 2011a Default or Event of Default (other than the Filing Default and Delivery Default) under the Credit Documents; or (iib) Borrower fails to promptly perform any Credit Party’s breach of its covenants or obligations any obligation under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreement, any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, the schedules thereto and otherwise with respect to any and all existing and future defaults and events of default, including, without limitation, the Existing Event of Default. Except as expressly set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding of any kind or nature whatsoever shall be binding on BCS unless and until one or more counterparts of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinAmendment.

Forbearance. Bank agrees to forebear from exercising its rights and remedies under the Existing Loan Documents and law ("Default Rights") until the earlier of (a) Subject to the other terms and provisions of this AgreementAugust 31, BCS agrees to forbear from exercising any remedies available to them under the Business Loan Agreement and any other Loan Document until the first to occur of the following: (i) January 252001, 2011; or (ii) Borrower fails to promptly perform any of its covenants or obligations under this Agreement (b) This Agreement constitutes the close of a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification new equity round of the Business Loan Agreement, any other Loan Document, any supplement or schedule theretoBorrower, or any other document related (c) 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 maximum loss covenant for the period ending 6/30/01 as described in Section 6.2 entitled "Affirmative Covenants" of the Loan 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 be immediately terminated, without notice, if (a) Borrower breaches of any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, the schedules thereto and otherwise with respect to any and all existing and future defaults and events of default, including, without limitation, the Existing Event of Default. Except as expressly terms set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding (b) the occurrence of any kind default (other than the Existing Defaults) under the Existing Loan Documents, or nature whatsoever (c) if any recital, representation or warranty made herein, in any document executed and delivered in connection herewith, or in any report, certificate, financial statement or other instrument or document previously, now or hereafter furnished by or on behalf of the Borrower in connection with this Agreement or any other document executed and delivered in connection with this Agreement, shall prove to have been false, incomplete or misleading in any material respect on the date as of which it was made (collectively, a "Default"), whereupon Bank, at its option, without any notice to Borrower, may immediately cease making any further Advances and may immediately exercise any Default Rights. Bank's agreement to forbear from enforcing its Default Rights under the Existing Loan Documents until the end of the Forbearance Period (a) in no way shall be binding on BCS unless deemed an agreement by Bank to waive Borrower's compliance with all other terms of the Existing Loan Documents, as modified by this Loan Modification and until one Forbearance Agreement and (b) shall not limit or more counterparts impair Bank's right to demand strict performance of a document all other terms and covenants as of any date. Nothing in writing specifically affirming this Loan Modification and Forbearance Agreement in any way shall constitute Bank's waiver of the same has been executed Existing Defaults. Borrower further agrees that the exercise of any Default Rights by BCS. No failure or delay Bank upon termination of the Forbearance Period shall not be affected by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan reason of this Agreement, and the other Loan Documents or otherwise Borrower shall operate not assert as a waiver thereof defense thereto the passage of time, estoppel, laches or any acquiescence thereinstatute of limitations to the extent that the exercise of any Default Rights was precluded by this Agreement.

Forbearance. (a) Subject During the Second Forbearance Period, and provided that no Forbearance Default occurs, the Lender shall not exercise those rights and remedies afforded to the other terms and provisions of this Agreement, BCS agrees to forbear from exercising any remedies available to them it under the Business Loan Agreement and any the other Loan Document until Documents with respect to the first Specific Events of Default to occur (a) accelerate and/or immediately enforce payment in full of the following: Obligations or enforce payment of any part of the Obligations in advance of the date such Obligations shall be due and payable in accordance with the terms of the Loan Agreement, (b) exercise its rights to terminate the Leases; or (c) enforce its security interests in, and liens on, the Collateral, provided, that (i) January 25no Creditor Party has exercised or taken action to assert any adverse claims (including any litigation) with respect to any part of the Collateral, 2011any Vessel or any equipment leased pursuant to the Leases; or (ii) Borrower fails Credit Parties comply with all of their covenants and agreements set forth in this Forbearance Agreement; (iii) no other Event of Default occurs during the Second Forbearance Period; and (iv) no Credit Party or Affiliate receives any Restricted Payment or other proceeds or distribution from the Borrower's business prior to promptly perform any the full and indefeasible payment of its covenants or obligations under the Obligations to the Lender, except as expressly permitted by this Forbearance Agreement. (b) This Agreement constitutes In consideration of the Lender's agreement to forbear on the terms and conditions set forth herein, the Credit Parties hereby agree that the full Forbearance Balance shall be deemed to be increased by the sum of One Hundred Seventy-Three Thousand Six Hundred Eighty-Seven and 39/100 Dollars ($173,687.39) as a forbearance only and does not fee, which shall be deemed fully earned by the Lender and shall notconstitute constitute a waiver by BCS of any default or event of default or an amendment or modification portion of the Business Loan Agreement, any other Loan Document, any supplement or schedule thereto, or any other document related Obligations secured by the Collateral. The Credit Parties hereby grant to any Lender a security interest in and lien on the Collateral securing the full payment of the foregoing. Except to the extent of the such forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, the schedules thereto and otherwise with respect to any and all existing and future defaults and events of default, including, without limitation, the Existing Event of Default. Except as expressly set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding of any kind or nature whatsoever shall be binding on BCS unless and until one or more counterparts of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinfee.

Forbearance. (a) Subject to In the other terms event that Section 2 hereof does not become effective because the conditions precedent specified in Section 6(b) hereof are not satisfied, then the undersigned Required Lenders agree that from and provisions after the Limited Waiver Effective Date until the last day of this Agreementthe Waiver Period, BCS agrees to they shall forbear from exercising any their rights and remedies available to them under the Business Loan Agreement and any other Loan Document until the first to occur of the following: (i) January 25, 2011; or (ii) Borrower fails to promptly perform any of its covenants or obligations under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreement, any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Credit Agreement, the other Loan Documents, the schedules thereto Documents and otherwise applicable law with respect to the Payment Defaults. (b) Upon termination of the Waiver Period, the agreements of the undersigned Required Lenders to forbear from exercising their rights and remedies in respect of the Payment Defaults set forth herein shall automatically terminate, without the requirement of any notice to any Loan Party, and the undersigned Required Lenders shall be free in their sole and absolute discretion to proceed to enforce any or all existing of their rights and future defaults remedies set forth in the Credit Agreement, the other Loan Documents and events of defaultapplicable law, including, without limitation, the Existing Event right to demand the immediate repayment of Default. Except the Advances and the right to immediate repayment of all other Obligations in full. (c) In furtherance of the foregoing and notwithstanding the occurrence of the Limited Waiver Effective Date, each of the Loan Parties agrees that, subject to the agreement of the undersigned Required Lenders to forbear from exercising certain of their rights and remedies as and to the extent expressly set forth in this AgreementLimited Waiver, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release all rights and remedies of the Lenders under the Loan Documents or understanding of any kind or nature whatsoever shall be binding on BCS unless and until one or more counterparts of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS applicable law with respect to exercising any right, remedy, power or privilege under such Loan Party shall continue to be available to the Business Loan Agreement, Lenders from and after the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinLimited Waiver Effective Date.

Forbearance. (a) Subject to all of the other terms and provisions conditions set forth herein, and (a) solely with respect to any defaults or breaches arising out of this Agreementthe Specified Events, BCS Holder agrees to forbear from exercising any its rights and remedies available to them under the Business Loan May Note and Security Agreement and (it being understood that nothing herein shall constitute a waiver of any other Loan Document Event of Default pursuant to the May Note or the Security Agreement) solely during the period from the date hereof until that date (the first “Forbearance Termination Date”) which is the earliest to occur of the following: (i) January 25, 2011; or (ii) Borrower fails to promptly perform any of its covenants or obligations under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification the failure after the date hereof of the Business Loan Agreement, any other Loan Document, any supplement or schedule thereto, or any other document related Company to comply with any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) terms or undertakings of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, the schedules thereto and otherwise with respect to any and all existing and future defaults and events of default, including, without limitation, the Existing covenants set forth in Section 4 hereof, (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. Except Upon the Forbearance Termination Date, the agreement of Holder to forbear from exercising its rights and remedies in respect of the Specified Events shall automatically terminate for all purposes under the May Note and Security Agreement for all periods, including periods after the Forbearance Termination Date and Holder shall be free to proceed to enforce any or all of its rights and remedies 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 Security Agreement. The Company hereto agrees that, subject to the agreement of Holder to forbear from exercising certain of its rights and remedies as and to the extent expressly set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding all rights and remedies of any kind or nature whatsoever shall be binding on BCS unless and until one or more counterparts of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege Holder under the Business Loan May Note and Security Agreement shall continue to be available to Holder from and after the date of this Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence therein.

Forbearance. (a) Subject In reliance upon the representations, warranties and covenants of Borrower contained in this Agreement, and subject to the other terms and provisions conditions of this Agreement, BCS agrees Agent and Lenders agree to forbear forbear, until the Forbearance Termination Date, from exercising any their rights and remedies available to them under the Business Loan Agreement and any other Loan Document until Financing Agreements or applicable law due to the first to occur occurrence of the following: (i) January 25, 2011; or (ii) Borrower fails to promptly perform any of its covenants or obligations under this AgreementSpecified Default. (b) This Agreement constitutes a Borrower agrees that all of the Obligations shall, if not sooner paid in accordance with the Financing Agreements, be absolutely and unconditionally due and payable in full in cash by the Borrower to Agent and Lenders on the Forbearance Termination Date. (c) Upon the Forbearance Termination Date, the agreement of Agent and Lenders to forbear with respect to the Specified Defaults shall automatically and without further action terminate and be of no force and effect, it being understood and agreed that the effect of such termination will be to permit Agent and Lenders to immediately exercise, without any further notice or forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreementkind, any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers their rights and privileges remedies under the NotesFinancing Agreements, the Business Loan Agreement, the other Loan Documents, the schedules thereto and applicable law or otherwise with respect to the Specified Default or any and all existing and future defaults and events of default, including, without limitation, the Existing other Event of DefaultDefault which shall exist or shall have occurred and be continuing at such time. (d) No termination of the Financing Agreements shall relieve or discharge Borrower of its duties, covenants and obligations under the Financing Agreements until all Obligations have been indefeasibly paid and satisfied in full in immediately available funds on terms and conditions acceptable to Agent. Except as Borrower hereby expressly set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release waives any right to receive notification under Section 9-611 of the UCC or understanding otherwise of any kind disposition of any Collateral by Agent, any Lender or nature whatsoever shall be binding on BCS unless their designees, and until one or more counterparts waives any rights under Sections 9-620(e) and 9-623 of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinUCC.

Forbearance. (a) Subject to the other terms and provisions of this Agreement, BCS The Lender agrees to that it will forbear from exercising any of its rights or remedies available to them under the Business Loan Agreement and any other Loan Document Documents as the result of the Specified Defaults, until the first earliest to occur of the following: (ia) January 25, 2011; or (ii) Borrower fails to promptly perform any Additional Event of its covenants or obligations Default occurs under this Agreementthe Loan Documents; (b) This Agreement constitutes any representation or warranty of the Borrower made herein or in the Loan Documents shall prove to be false, misleading, or incorrect in any material respect; (c) the occurrence after the Fifth Amendment Date of any event that could be a forbearance only and does not Material Adverse Occurrence other than the Specified Defaults; (d) any judicial, administrative, or arbitration proceeding is initiated or joined by the Borrower against the Lender; and (e) April 1, 2021 (the “Forbearance Termination Date”) (each, a “Forbearance Termination Event”). The foregoing agreement to forbear is for the limited purpose set forth herein, shall be limited to the precise meaning of the words as written herein, and shall notconstitute not be deemed to (x) be a consent to any waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreement, any other Loan Document, any supplement term or schedule thereto, or any other document related to any condition of the foregoing. Except to the extent of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, except as otherwise expressly set forth herein, or (y) subject to giving effect to this Amendment, prejudice any right or remedy that the schedules thereto and otherwise Lender may now have or may have in the future under or in connection with respect to any and all existing and future defaults and events of defaultthe Loan Documents, including, without limitation, any right to apply proceeds of the Existing Event of DefaultSecurity Documents Collateral to the Obligations. Except as expressly set forth The Borrower acknowledges that the Lender has no obligation to extend the Forbearance Period, or to grant any other forbearance. All reasonable expenses incurred by the Lender in entering, administering, and enforcing this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding of any kind or nature whatsoever shall Forbearance Agreement will be binding on BCS unless and until one or more counterparts of a document in writing specifically affirming reimbursed by the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinBorrower.

Forbearance. (a) Subject In reliance upon the representations, warranties and covenants of Borrower contained in this Agreement, and subject to the other terms and provisions conditions of this Agreement, BCS agrees Agent and Lenders agree to forbear forbear, until the Forbearance Termination Date, from exercising any their rights and remedies available to them under the Business Loan Agreement and any other Loan Document until Financing Agreements or applicable law due to the first to occur occurrence of the following: (i) January 25, 2011; or (ii) Borrower fails to promptly perform any of its covenants or obligations under this AgreementSpecified Defaults. (b) This Agreement constitutes a Borrower agrees that all of the Obligations shall, if not sooner paid in accordance with the Financing Agreements, be absolutely and unconditionally due and payable in full in cash by the Borrower to Agent and Lenders on the Forbearance Termination Date. (c) Upon the Forbearance Termination Date, the agreement of Agent and Lenders to forbear with respect to the Specified Defaults shall automatically and without further action terminate and be of no force and effect, it being understood and agreed that the effect of such termination will be to permit Agent and Lenders to immediately exercise, without any further notice or forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreementkind, any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers their rights and privileges remedies under the NotesFinancing Agreements, the Business Loan Agreement, the other Loan Documents, the schedules thereto and applicable law or otherwise with respect to the Specified Defaults or any and all existing and future defaults and events of default, including, without limitation, the Existing other Event of DefaultDefault which shall exist or shall have occurred and be continuing at such time. (d) No termination of the Financing Agreements shall relieve or discharge Borrower of its duties, covenants and obligations under the Financing Agreements until all Obligations have been indefeasibly paid and satisfied in full in immediately available funds on terms and conditions acceptable to Agent. Except as Borrower hereby expressly set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release waives any right to receive notification under Section 9-611 of the UCC or understanding otherwise of any kind disposition of any Collateral by Agent, any Lender or nature whatsoever shall be binding on BCS unless their designees, and until one or more counterparts waives any rights under Sections 9-620(e) and 9-623 of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinUCC.

Forbearance. (a) Subject to the other terms and provisions of this AgreementForbearance Agreement and only so long as no Termination Event shall have occurred, BCS agrees the Administrative Agent and the Lender hereby agree to forbear during the Forbearance Period from exercising their respective rights and remedies under or in connection with any remedies available to them under the Business Loan Agreement and any other Loan Document until the first to occur or all of the following: Loan Documents against the Borrowers or their Subsidiaries (iin any capacity, including as Guarantors) January 25at law, 2011; or (ii) Borrower fails to promptly perform any of its covenants in equity, or obligations under this Agreement (b) This Agreement constitutes a otherwise, arising from the Specified Defaults. Notwithstanding the foregoing, the forbearance only granted by the Administrative Agent and does the Lender pursuant hereto shall not constitute and shall notconstitute not be deemed to constitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreement, any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoingSpecified Defaults or of any other Default or Event of Default under the Loan Documents. Except In addition, each Specified Default shall continue to constitute an actionable Event of Default for the purpose of triggering all limitations, restrictions, or prohibitions on certain actions that may not be taken, omitted or otherwise acquiesced to by or on behalf of the Loan Parties pursuant to the extent Loan Documents during the continuance of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, the schedules thereto and otherwise with respect to any and all existing and future defaults and events of default, including, without limitation, the Existing an Event of Default. Except as expressly set forth in Upon the termination of the Forbearance Period, the Administrative Agent’s and the Lender’s agreement hereunder to forbear shall terminate automatically without further act or action by the Administrative Agent or the Lender, and the Administrative Agent and the Lender shall be entitled immediately to exercise any and all rights and remedies available to it or them under the Loan Documents and this Forbearance Agreement, no waiverat law, consentin equity, agreement, amendment, renewal, extension, modification, standstill, release or understanding of any kind or nature whatsoever shall be binding on BCS unless and until one or more counterparts of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinotherwise.

Forbearance. (a) Subject to Each Consenting Noteholder (severally and not jointly), solely for the other terms and provisions of this Agreement, BCS agrees to forbear from exercising any remedies available to them under the Business Loan Agreement and any other Loan Document until the first to occur duration of the following: (i) January 25Agreement Effective Period, 2011; or (ii) Borrower fails hereby forbears from taking action with respect to promptly perform any of its covenants or obligations under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default by the Company Parties under the 2020 Indenture which arises or an amendment may arise, subject to any applicable cure or modification grace periods under the 2020 Indenture, solely as a result or in respect of (A) the failure to make payments of the Business Loan Agreementprincipal due on the 2020 Notes at their maturity, June 15, 2020, and (B) the specific actions or transactions required by or undertaken pursuant to this Agreement (but excluding, for the avoidance of doubt, any other Loan Document, any supplement or schedule thereto, breach of this Agreement or any other document related to Definitive Document); provided, that any applicable default interest in respect of the foregoing. 2020 Notes shall continue to accrue until the occurrence of the Effective Date. (b) Except to the extent of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, the schedules thereto and otherwise with respect to any and all existing and future defaults and events of default, including, without limitation, the Existing Event of Default. Except as expressly set forth in this Agreement, no waiverthe foregoing forbearance shall not be construed to impair the ability of the Consenting Noteholders or the Trustee to take any remedial action, consentwithout requirement for any notice, agreementdemand, amendment, renewal, extension, modification, standstill, release or understanding presentment of any kind kind, at any time after the expiration or nature whatsoever termination of the Agreement Effective Period, and, except as expressly provided herein or in the Plan (to the extent it is in effect), shall not restrict, impair, or otherwise affect the exercise of the Consenting Noteholders’ rights under this Agreement, any other Definitive Documents, or the Consenting Noteholders’ or the Trustee’s rights under the 2020 Indenture. Nothing contained in this Agreement shall be binding deemed to obligate any Consenting Noteholder to enter into any other forbearance agreements or to waive any defaults or events of default, except to the extent expressly provided for herein. Nothing contained herein is intended, or shall be deemed or construed to establish a custom or course of dealing between any of the Company Parties, on BCS unless the one hand, and until one or more counterparts of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any rightConsenting Noteholder, remedy, power or privilege under the Business Loan Agreement, on the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinhand.

Forbearance. Subject to the terms of this Agreement and provided no Termination Event occurs, ▇▇▇▇▇▇ agrees not to (a) Subject take any steps to obtain a judgment or judgments against ▇▇▇▇▇▇▇▇, (b) conduct a foreclosure sale of the Property encumbered by the Loan Documents or (c) exercise any other of Lender’s remedies set forth in the Loan Documents with respect to the other Maturity Default, HMA Amendment or New Operating Lease, in each case on or prior to June 1, 2026 (“Forbearance Expiration Date”). The period from the Maturity Date through the Forbearance Expiration Date shall be referred to as the “Forbearance Period.” The forbearance by ▇▇▇▇▇▇, subject to the terms and provisions conditions of this Agreement, BCS is referred to as the “Forbearance Covenant”. Borrower agrees that the Forbearance Covenant does not relate or extend to forbear from exercising any remedies available to them under the Business Loan Agreement and any other Loan Document until the first to occur of the following: (i) January 25, 2011; or (ii) Borrower fails to promptly perform any of its covenants or obligations actions that Lender may take under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreement, any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, in equity or at law to the schedules thereto extent necessary to preserve and otherwise with respect to any and all existing and future defaults and events protect the Collateral or the interests of defaultLender in the Collateral, including, without limitation, (i) the Existing Event filing of Default. Except actions, or the defending of or intervention in actions (such as foreclosure proceedings) brought by third parties or by Borrower relating to the Collateral or the interests of Lender therein which are not expressly set forth subject to the Forbearance Covenant or (ii) the sending of notices to any persons or entities concerning the existence of security interests or liens in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding favor of any kind or nature whatsoever shall be binding on BCS unless and until one or more counterparts of a document in writing specifically affirming Lender relating to the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinCollateral.

Forbearance. (a) Subject to the other terms terms, conditions and provisions understandings contained in this Agreement, Lender hereby agrees to refrain and forbear from exercising and enforcing any of its remedies under the Note, the Loan Documents or under applicable laws, with respect to the Event of Default, until December 14, 2015 (the “Forbearance”). (b) Together with its execution of this Agreement, BCS agrees Borrower shall execute a consent to forbear from exercising entry of Judgment by Confession substantially in the form attached hereto as Exhibit A (the “Confession”), which, in addition to any other rights or remedies Lender may have under this Agreement, the Loan Documents or applicable law, Lender may, in its sole discretion, cause to be entered into a court of competent jurisdiction upon Borrower’s default of any provision set forth in this Agreement, the Note, or any of the other Loan Documents. The Confession shall provide for a judgment against Borrower equal to the Judgment Amount (as defined in the Confession). (c) Borrower understands that the Forbearance shall terminate immediately upon the occurrence of any material breach of this Agreement or upon the occurrence of any Event of Default after the date hereof and that upon the earlier of the termination of the Forbearance, Borrower’s breach of any term or provision in this Agreement, or the occurrence of any new Event of Default, Lender may, in Lender’s sole and absolute discretion, pursue all remedies available to them it under the Business Loan Agreement and any other Loan Document until the first to occur of the following: (i) January 25, 2011; or (ii) Borrower fails to promptly perform any of its covenants or obligations under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreement, any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) terms of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan AgreementNote, the other Loan Documents, the schedules thereto and otherwise with respect to any and all existing and future defaults and events of default, including, without limitation, the Existing Event of Default. Except as expressly set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding of any kind or nature whatsoever shall be binding on BCS unless and until one or more counterparts of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinapplicable law.

Forbearance. (a) Subject to As used herein, the other terms term “Forbearance Period” shall mean the period commencing on the date hereof and provisions of this Agreement, BCS agrees to forbear from exercising any remedies available to them under ending on the Business Loan Agreement and any other Loan Document until the first earlier to occur of the following: (i) January 25September 30, 2011; or 2013 (5:00 p.m. New York time), and (ii) Borrower fails to promptly perform any of its covenants or obligations under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS the occurrence of any default one or event of default or an amendment or modification more of the Business Loan Agreement, following events: (A) the occurrence of any Default or Event of Default under the Credit Agreement or any other Loan Document, other than the Designated Defaults; (B) any supplement failure for any reason by the Borrower, the Shareholder or schedule theretoany Guarantor to comply with any term, condition, or provision contained in this Agreement; (C) any representation made by the Borrower, any Guarantor or the Shareholder in this Agreement or pursuant to any other Loan Document or any other instrument or document related delivered pursuant thereto proves to be incorrect or misleading in any material respect when made; (D) any Material Adverse Effect shall occur as determined by the Required Lenders; and (E) any act of fraud, intentional misrepresentation, criminal misconduct, bad faith or gross negligence by the Borrower, any Guarantor or the Shareholder. The occurrence of any of the foregoing. Except to events set forth in clauses (A) through (E) above (a “Forbearance Default”) shall constitute an immediate Event of Default under the extent Credit Agreement and upon the occurrence thereof, the Forbearance Period shall automatically terminate and the Administrative Agent and Lenders are then permitted and entitled under Section 5 of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers Credit Agreement and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, among other things, to decline to provide additional credit to the schedules thereto Borrower, to permanently terminate the Commitments, to accelerate the Obligations, to exercise rights against Collateral, to require cash collateral for outstanding Letters of Credit, and otherwise with respect to exercise any other rights and all existing and future defaults and events of default, including, without limitation, the Existing Event of Default. Except as expressly set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding of any kind or nature whatsoever shall remedies that may be binding on BCS unless and until one or more counterparts of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege available under the Business Loan Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinapplicable law.

Forbearance. 3.1 So long as Borrower strictly and punctually performs all of its obligations hereunder and under the Loan Documents (a) Subject subject only to the other terms presence of the Breach) and provisions each representation or warranty of this AgreementBorrower hereunder remains true and correct in all respects, BCS agrees to forbear ▇▇▇▇▇ Fargo shall forbear, during the Interim Period, from exercising any their remedies available to them under the Business Loan Documents with respect to Breach and, during the Interim Period, shall advance credit thereunder as if the Breach had not occurred. 3.2 This Agreement and is not a waiver by ▇▇▇▇▇ Fargo of the Breach, any other Loan Document until the first existing Default or any future Default and shall not prevent ▇▇▇▇▇ Fargo from exercising their right to occur pursue their remedies as a result of the following: Breach, except during the Interim Period as provided in Section 3.1. ▇▇▇▇▇ Fargo’s failure to exercise any right, privilege or remedy as a result of Borrower’s failure to perform or comply with its obligations hereunder, the incorrectness or the falsity of any representation or warranty of Borrower contained in this Agreement or the occurrence after the date hereof of any further Default shall not (i) January 25prejudice or otherwise adversely affect any ▇▇▇▇▇ Fargo’s right at any time to exercise any right, 2011; or privilege or remedy available to it under the Loan Documents or otherwise, (ii) Borrower fails be deemed to promptly perform amend or alter any provision of its covenants this Agreement or obligations under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreement, any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoing. Except to the extent Loan Documents or (iii) constitute a course of dealing or other basis for altering any of Borrower’s obligations or any of ▇▇▇▇▇ Fargo’s rights, privileges or remedies under any of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, the schedules thereto and otherwise with respect to any and all existing and future defaults and events of default, including, without limitation, the Existing Event of DefaultDocuments or otherwise. Except as expressly set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding all of any kind or nature whatsoever shall be binding on BCS unless and until one or more counterparts the provisions of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinremain in full force and effect.

Forbearance. The Lenders have agreed to forebear exercising their rights and remedies, which rights and remedies may arise as a result of an Event of Default under the provisions of Section 7(c) of the Credit Agreement with respect to Section 6.15 of the Credit Agreement (athe "Financial Covenants") Subject (any such prospective Event of Default, a "Financial Covenants Default"), against assets of the Borrower and its Subsidiaries that, pursuant to the other terms of the Loan Documents, secure the Obligations of the Borrower to the Agent and provisions of this Agreement, BCS agrees to forbear from exercising any remedies available to them the Lenders under the Business Loan Credit Agreement and any the other Loan Document Documents until March 31, 2000 (the first period from the Sixth Amendment Effective Date (as defined below) to occur of March 31, 2000 is hereafter referred to as the following: (i"Forbearance Period") January 25, 2011; or (ii) in order to give the Borrower fails the opportunity to promptly perform any of its covenants or obligations under this Agreement (b) This Agreement constitutes negotiate in good faith with the Lenders to achieve a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan AgreementFinancial Covenants or a waiver of any Financial Covenants Default or other arrangement, in any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoing. Except case satisfactory to the extent Lenders in their sole discretion. It is understood that no Letters of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers and privileges Credit shall be issued under the Notes, Credit Agreement during the Business Loan Agreement, Forbearance Period. Nothing in this Section 1.02 shall imply any waiver or release by the Agent or the Lenders of any rights or remedies to which they are entitled under the Credit Agreement or other Loan Documents, or of the schedules thereto benefit of any other terms and otherwise with respect to any and all existing and future defaults and events conditions of default, including, without limitation, the Existing Event of Default. Except Credit Agreement or other Loan Documents other than as expressly set forth in this AgreementSection 1.02 during the Forbearance Period. If as of March 31, no waiver2000, consenteach Financial Covenants Default, agreementif any, amendmenthas not been waived in accordance with the Credit Agreement or the Financial Covenants have not been modified to the satisfaction of Lenders in their sole discretion, renewalthe Forbearance Period shall terminate, extension, modification, standstill, release or understanding and the Lenders may exercise all of any kind or nature whatsoever shall be binding on BCS unless their rights and until one or more counterparts of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege remedies under the Business Loan Agreement, the Credit Agreement and other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinDocuments.

Forbearance. Provided the Obligors strictly comply with all of the terms of this Agreement and no Forbearance Event of Default occurs: (a) Subject to the other terms and provisions of this Agreement, BCS The Lender agrees to forbear during the Forbearance Period from seeking immediate payment of the full amount of the Obligations and exercising any other rights and remedies available to them under the Business Loan Agreement and against any other Loan Document until the first to occur of the following: (i) January 25Obligors or the Collateral. The Lender’s agreement contained herein shall not nullify, 2011; or (ii) Borrower fails extinguish, satisfy, release, discharge or otherwise effect the Obligors’ obligations to promptly perform the Lender, or constitute a waiver of any Event of Default. The Obligors acknowledge and agree that there is no promise, express or implied, on the part of the Lender to forebear beyond October 31, 2009, and the Obligors further agree that if any of the terms or conditions of this Agreement are not satisfied within the sole discretion of the Lender, or any Forbearance Event of Default occurs, the Lender’s agreement to forebear shall, at the election of the Lender, immediately terminate and the Forbearance Period shall terminate. As of the end of the Forbearance Period the Lender shall have all of its covenants or obligations under this Agreementrights and remedies, including the right to demand immediate payment in full of the Obligations. (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification The Lender will consider requests for additional Revolving Loans during the Forbearance Period in accordance with the terms of the Business Loan Financing Agreement, as amended herein; provided, however, that if any other Loan Document, any supplement of the terms or schedule theretoconditions of this Agreement are not satisfied within the sole discretion of the Lender, or any other document related Forbearance Event of Default occurs, the Lender may at any time, within its sole discretion, decline to make further Revolving Loans in accordance with the Financing Agreement and the making of any of the foregoing. Except Revolving Loans shall not be deemed to the extent of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all be a waiver of its rights, remedies, powers and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, the schedules thereto and otherwise with respect right to any and all existing and future defaults and events of default, including, without limitation, the Existing Event of Default. Except as expressly set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding of any kind or nature whatsoever shall be binding on BCS unless and until one or more counterparts of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect refuse to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinmake further Revolving Loans.

Forbearance. 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) Subject November 30, 2009 and (b) the date that a Forbearance Termination Event occurs (such period, the "FORBEARANCE PERIOD"), the Lender shall forbear from (i) declaring the Loans, all interest thereon and all other amounts payable under the Loan Documents to be 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 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 other terms lesser of (i) 18% and provisions of this Agreement, BCS agrees (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 the rights or remedies available to them it under the Business Loan Agreement and any other Loan Document until the first to occur of the following: Documents or under applicable law (i) January 25, 2011; or (ii) Borrower fails to promptly perform any of its covenants or obligations under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreement, any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers which rights and privileges under remedies are hereby expressly reserved by the Notes, the Business Loan Agreement, the other Loan Documents, the schedules thereto and otherwise Lender) with respect to the Specified Defaults upon or after the termination of the Forbearance Period. In addition, nothing herein shall be construed to constitute an agreement by the Lender to forbear from exercising any rights and all existing and future defaults and events remedies available to it under the Loan Documents as a result of default, including, without limitation, the Existing any Default or Event of DefaultDefault that may exist on or after the date hereof, other than the Specified Defaults. Except as expressly set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding of any kind or nature whatsoever this Agreement shall be binding on BCS unless and until one or more counterparts of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise shall not operate as a waiver thereof waiver, amendment or modification of any acquiescence thereinLoan Document.

Forbearance. From and after the Effective Date (aas defined below) Subject to and through the other terms earlier of: (i) 4:30 p.m. Eastern Daylight Time on June 26, 2020, (ii) 4:30 p.m. Eastern Daylight Time on the third business day after the occurrence of the matters set forth on Schedule 3, and provisions (iii) the occurrence and continuance of this Agreementa Triggering Event (as defined herein) (the “Forbearance Period”), BCS each of the Participating Counterparties shall and hereby agrees to forbear from exercising any remedies available of its rights or remedies, as applicable, under its respective Applicable Agreements in respect of the Acknowledged Events of Default; provided that, without limiting and subject to them the foregoing, each Participating Counterparty shall be permitted during the Forbearance Period to request, demand, or provide notice of margin, collateral or payments under the Business Loan Agreement and Applicable Agreements or other applicable law; provided further that nothing contained herein will prevent a Participating Counterparty from exercising any other Loan Document until such rights or remedies that are required by FINRA Rule 4210 as long as the first applicable Participating Counterparty has exercised good faith efforts to occur of the following: (i) January 25, 2011; or (ii) Borrower fails to promptly perform any of its covenants or obligations under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute obtain a waiver by BCS of any default or event of default or of, an amendment or modification of the Business Loan Agreement, any other Loan Document, any supplement or schedule theretoextension pursuant to, or any other document related to any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) of this Agreementotherwise excuse compliance with, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, the schedules thereto and otherwise with respect to any and all existing and future defaults and events of default, including, without limitation, the Existing Event of DefaultFINRA Rule 4210. Except as expressly set forth in this Agreement, no waivernothing contained in this Agreement shall be deemed to constitute a waiver of any Acknowledged Event of Default or any other default, consent, agreement, event of default or termination event under any of the Applicable Agreements or an amendment, renewalsupplement or modification of any term or condition of any of the Applicable Agreements. Upon the termination of the Forbearance Period, extensionthe agreement of the Participating Counterparties to forbear as set forth in this Section 1 shall be void ab initio and immediately terminate without the requirement of any demand, modificationpresentment, standstillprotest, release or understanding notice of any kind (including any written notice of such termination or nature whatsoever shall any obligation to provide notice of any default, event of default, termination event or exercise of remedies that may be binding on BCS unless required under such Applicable Agreement), all of which are hereby waived by the Companies. The Companies hereby acknowledge and until one or more counterparts agree that, upon the termination of a document the Forbearance Period, the Participating Counterparties that are party hereto may at any time, and from time to time, in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS their sole and absolute discretion, with respect to exercising the Acknowledged Events of Default or any right, remedy, power other default or privilege event of default that may have occurred under the Business Loan AgreementApplicable Agreements, exercise against any applicable Seller Entity (and its properties) any and all of their rights, remedies, powers and privileges under and in accordance with such Applicable Agreements, applicable law and/or equity, all of which rights, remedies, powers and privileges are fully reserved by each of the other Loan Documents Participating Counterparties, and without regard to any grace or otherwise notice periods provided under such Applicable Agreements, all of which shall operate as a waiver thereof or any acquiescence thereinbe deemed to have expired.

Forbearance. (a) Subject to fulfillment of the other terms conditions set forth in Section 7 hereof and the provisions of this AgreementSection 5, BCS the Lender hereby agrees to forbear from exercising that it shall not on or before April 30, 1997 exercise any rights or remedies which are available to them the Lender solely as a result of the occurrence of an Event of Default under Section 11.1(e) of the Business 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 debentures nor the trustee therefor shall (A) obtain any judgments or other judicial remedies or relief against the Borrower or any of its properties or (B) commence the exercise of any rights or remedies to attach or otherwise obtain any interest in any property of the Borrower and (y) no Person or Persons (other than Chemical Bank) to whom the Borrower owes indebtedness or other obligations (including, without limitation, lease 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, in each instance under clauses (x) and (y) above, as a result, directly or indirectly (including, without limitation, by virtue of cross-default provisions), of such failure of the Borrower to repay such debentures on their scheduled maturity. The foregoing shall not constitute a waiver of such Event of Default or of the Lenders rights and remedies with respect to such Event of Default nor of any other Loan Document until the first to Event of Default that may occur (including, without limitation, under Section 11.1(e) of the following: Loan Agreement) nor shall the foregoing constitute a forbearance of any of the Lenders rights and remedies for any other Event of Default which may arise with respect to or as a result of such debentures (including, without limitation, any failure to timely make any payments of principal on the debentures if the payment due January 1, 1996 is extended or deferred to one or more later dates or the filing of any involuntary petition or the commencement of an action or other proceeding against the Borrower otherwise seeking relief under any bankruptcy or insolvency law). The Borrower agrees that (i) January 25it shall not, 2011; or (ii) Borrower fails to promptly perform any of its covenants directly or obligations under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreementindirectly, any other Loan Documentamend, any modify, supplement or schedule thereto, waive compliance with (or any other document related consent to any of the foregoing. Except to the extent ) any provision of the forbearance contained in Section 2(a) of this AgreementBorrowers 14% debentures due January 1, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, the schedules thereto and otherwise with respect to any and all existing and future defaults and events of default, 1996 (including, without limitation, any modification of the Existing 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 sentence shall constitute an Event of Default. Except Default and shall invalidate and terminate the forbearance of the exercise by the Lender of rights and remedies as expressly set forth provided in the first sentence of this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding of any kind or nature whatsoever shall be binding on BCS unless and until one or more counterparts of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinSection 5.

Forbearance. The Servicer is hereby authorized to forbear in connection with its enforcement of Tax Liens, provided that the subject Property Owners comply with the individual terms and conditions of forbearance established by the Servicer in its sole discretion, but which shall include (a) Subject the repayment in full of the Adjusted Redemptive Value of the applicable Tax Lien over a period ending no later than February 1, 2025, unless it is determined by the Servicer that an extension of the repayment period is in the best economic interest of the Issuer, but in no event shall the repayment period exceed thirty-six (36) months from the due date of the first forbearance payment, (b) payments on a periodic basis directly to the other terms Indenture Trustee for deposit to the Tower Issuer Lockbox, (c) the requirement that all required payments accruing subsequently to the subject Tax Lien for the subject Property that if not paid could result in the creation of a further “tax lien” (as defined in the Section 11-301 of the City Admin. Code) on such Property (the “Subsequent Taxes and provisions Assessments”) remain current, (d) an acknowledgement of this Agreementthe amount due with respect to the Tax Lien that is the subject of such forbearance, BCS agrees a waiver of any waivable defenses to forbear from exercising any remedies available to them under the Business Loan Agreement foreclosure action and any other Loan Document until similar stipulations deemed necessary or desirable by the first to occur of the following: Servicer, (ie) January 25, 2011; or (ii) Borrower fails to promptly perform any of its covenants or obligations under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreement, any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, the schedules thereto and otherwise than with respect to any and all existing and future defaults and events of default, including, without limitationProperties classified by the City as within Tax Class 1, the Existing Event of Default. Except as expressly set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding subject Property Owner agrees to permit access to the Property for purposes of any kind Environmental Assessment relating thereto, (f) the Property Owner agrees that in connection with any foreclosure action relating to the Property, the holder of the related Tax Lien shall have the right to appoint a receiver, and (g) such forbearance is evidenced by a written agreement executed by each of the Servicer and the Property Owner; provided, however, that the Servicer may not agree to any such forbearance (in writing or nature whatsoever otherwise) until after the Closing Date. The details of such forbearance shall be binding on BCS unless maintained in the Servicer’s collection system. The Servicer shall provide the City and until one or more counterparts its representatives with access to such information during the Servicer’s customary business hours, at the City’s request. Any reasonable expenses incurred by the Servicer in negotiating and monitoring the terms and conditions of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise forbearance shall operate as a waiver thereof or any acquiescence thereinbe considered Lien Administration Expenses.

Forbearance. (a) Subject Effective as of the Forbearance Effective Date (as defined below), the Noteholders agree that, until the expiration of the Forbearance Period (as defined below), they (both individually and collectively) will forbear from exercising, and shall direct the applicable Indenture Trustee and any broker or other Person that holds the Notes on behalf of such Noteholders, and by signature hereto so direct the applicable Indenture Trustee pursuant to Sections 502, 507 and 512 of the applicable Indenture and such brokers or other Persons, not to exercise, any rights and remedies against Holdings, the U.S. Issuer, the Canadian Issuer, or the Subsidiaries that are available under the applicable Indenture and/or applicable law solely with respect to the other terms and provisions Interest Defaults; provided, however, the Noteholders shall be entitled to assert a right to the accrual of default interest to the extent provided under the applicable Indenture during the Forbearance Period but may not seek any remedy or take any action with respect thereto during the Forbearance Period; provided, however, that nothing herein shall restrict, impair or otherwise affect the exercise of the Noteholders’ rights under this Agreement, BCS agrees and provided further that no such forbearance shall constitute a waiver with respect to forbear from exercising any remedies available to them Defaults (other than the Interest Defaults) or any other Events of Default under the Business Loan Agreement and any other Loan Document until the first to occur of the following: (i) January 25, 2011; or (ii) Borrower fails to promptly perform any of its covenants or obligations under this Agreementapplicable Indenture. (b) This Agreement constitutes As used herein, the term “Forbearance Period” shall mean the period beginning on the Forbearance Effective Date and ending upon the occurrence of a forbearance Termination Event. As used herein, “Termination Event” shall mean the earlier to occur of (i) December 31, 2008; and (ii) two (2) Business Days after the delivery by Paul, Weiss, as counsel to the Noteholder Group, to the applicable Issuer and the applicable Indenture Trustee a written notice terminating the Forbearance Period (the “Termination Notice”), which notice may be delivered at any time but only and does not and shall notconstitute a waiver by BCS upon or after the occurrence of any default or event Forbearance Default; provided, however, that notwithstanding the foregoing, this Agreement shall immediately terminate upon the occurrence of default or an amendment or modification a Forbearance Default under subsections (A) and (F) below, without the need for delivery of the Business Loan Agreement, any other Loan Document, any supplement or schedule thereto, Termination Notice or any other document related to any notice. As used herein, the term “Forbearance Default” shall mean: (A) the valid acceleration of all indebtedness arising under (i) the U.S. Indenture, (ii) the Canadian Indenture or (iii) that certain credit agreement dated as of April 6, 2005 (as amended or modified, the “Credit Agreement”), among the Issuers, as borrowers, Holdings, as guarantor, certain lenders and The Bank of Nova Scotia, as Administrative Agent; (B) the failure of the foregoing. Except Issuers and Holdings to engage in good faith negotiations with the extent Noteholder Group regarding a potential restructuring transaction which determination shall be made by the holders of a majority in principal amount of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers and privileges Notes issued under the NotesIndentures in good faith and their reasonable discretion; (C) the occurrence of any Default or Event of Default other than the Interest Defaults; (D) the failure of the U.S. Issuer, the Business Loan AgreementCanadian Issuer, Holdings or the other Loan DocumentsSubsidiaries to comply with any material term, the schedules thereto and otherwise with respect to any and all existing and future defaults and events of defaultcondition, including, without limitation, the Existing Event of Default. Except as expressly covenant or agreement set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding ; (E) the failure of any kind representation or nature whatsoever shall warranty made by the U.S. Issuer, the Canadian Issuer, Holdings or the Subsidiaries under this Agreement to be binding on BCS unless true and until one correct in all material respects as of the date when made; (F) the commencement by or more counterparts against the U.S. Issuer, the Canadian Issuer, Holdings, or any Subsidiary of a document in writing specifically affirming case under title 11 of the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan AgreementUnited States Code, the other Loan Documents or otherwise shall operate as a waiver thereof Companies’ Creditors Arrangement Act or any acquiescence thereinother act that seeks relief under any comparable bankruptcy or insolvency regime or proceeding that is not, in the case of proceedings commenced against the U.S. Issuer, the Canadian Issuer, Holdings or the Subsidiaries, dismissed within five (5) Business Days of commencement; or (G) the U.S. Issuer, the Canadian Issuer, Holdings, or the Subsidiaries pays any management, sponsor or consulting fees to the stockholders of Holdings or their affiliates.

Forbearance. Upon the satisfaction of each of the conditions precedent set forth in Section 5 hereof, the Holders hereby agree, for so long as (a) Subject to no Default or Event of Default (other than the other terms 2000 Forbearance Events and provisions of the 2001 Forbearance Events, each as defined below), has occurred and is continuing and (b) the Company complies with the requirements contained in this AgreementSection 1, BCS agrees (x) to forbear from exercising any remedies available to them under the Business Loan Agreement and any other Loan Document until the first to occur of the following: (i) January 25, 2011; or (ii) Borrower fails to promptly perform enforcing any of its covenants or obligations rights and remedies under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification Section 12.2 of the Business Loan Agreement, any other Loan Document, any supplement Note Purchase Agreements or schedule thereto, or any other document related to under any of the foregoing. Except to the extent other Note Documents arising solely as a result of the forbearance contained occurrence of any of the 2000 Forbearance Events or the 2001 Forbearance Events and (y) the Holders will not demand accelerated payment of the obligations under Section 12.1 of the Note Purchase Agreements or otherwise cause any of such obligations to become immediately due and payable solely as a result of the occurrence of any of the 2000 Forbearance Events or the 2001 Forbearance Events, except that the Company shall in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Agreement, the other Loan Documents, the schedules thereto and otherwise with respect any event continue to be required to make any and all existing payments that are provided for in the Note Documents and future defaults this Amendment when and events as the same are due and payable pursuant to the terms of defaultthe Note Documents and this Amendment. So long as no Default or Event of Default, includingother than the 2000 Forbearance Events or 2001 Forbearance Events, without limitationhas occurred and is continuing, nothing herein shall be deemed to prevent the Existing Company from exercising any right or taking any action otherwise permitted by the Note Purchase Agreements or the other Note Documents, which such right or action is conditioned upon the absence of any Default or Event of Default. Except as expressly set forth The forbearances contained in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release or understanding of any kind or nature whatsoever Section 1 shall be binding contingent on BCS unless the Company's compliance with the following requirements: The Company shall not permit, at any time following January 1, 2001, Forbearance Net Finance Assets to be less than the sum of Forbearance Senior Debt and until one SBA Debt, as evidenced by a Borrowing Base Certificate prepared in accordance with Section 6.1(i) of the Bank Loan Agreement and the Company shall not permit the Excess Amount to exceed (a) $6,700,000 from January 1, 2001 through January 31, 2001, (b) $5,700,000 from February 1, 2001 through February 28, 2001, (c) $5,000,000 from March 1, 2001 through March 31, 2001, or more counterparts (d) $0 as of April 1, 2001 and thereafter. The Company shall deliver a document in writing specifically affirming copy of such Borrowing Base Certificate to the same has been executed by BCSHolders substantially concurrently upon delivery thereof to the Banks. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan AgreementFor purposes hereof, the other Loan Documents or otherwise following terms shall operate as a waiver thereof or any acquiescence therein.have the following meanings:

Forbearance. (a) Subject In reliance upon the representations, warranties and covenants of the Company contained in this Agreement, and subject to the other terms and provisions conditions of this Agreement, BCS agrees Collateral Agent and Investors agree until the Forbearance Termination Date, to forbear from exercising any their rights and remedies available to them under the Business Loan Agreement and any other Loan Document until Transaction Documents or applicable law due to the first to occur occurrence of the following: (i) January 25, 2011; or (ii) Borrower fails to promptly perform any of its covenants or obligations under this AgreementSpecified Defaults. (b) This Agreement constitutes a The Company agrees that all of the Obligations shall, if not sooner paid in accordance with the Transaction Documents, be absolutely and unconditionally due and payable in full in cash by the Company to Collateral Agent and Investors on the Forbearance Termination Date. (c) Upon the Forbearance Termination Date, the agreement of Collateral Agent and Investors to forbear with respect to the Specified Defaults shall automatically and without further action terminate and be of no force and effect, it being understood and agreed that the effect of such termination will be to permit Collateral Agent and Investors to immediately exercise, without any further notice or forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreementkind, any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers their rights and privileges remedies under the Notes, the Business Loan Agreement, the other Loan Transaction Documents, the schedules thereto and applicable law or otherwise with respect to the Specified Defaults or any and all existing and future defaults and events of default, including, without limitation, the Existing other Event of DefaultDefault which shall exist or shall have occurred and be continuing at such time. (d) No termination of the Transaction Documents shall relieve or discharge the Company of its duties, covenants and obligations under the Transaction Documents until all Obligations have been indefeasibly paid and satisfied in full in immediately available funds on terms and conditions acceptable to Collateral Agent. Except as The Company hereby expressly set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release waives any right to receive notification under Section 9-611 of the UCC after the Forbearance Termination Date or understanding otherwise of any kind disposition of any Collateral by Collateral Agent or nature whatsoever shall be binding on BCS unless its designee, and until one or more counterparts waives any rights under Sections 9-620(e) and 9-623 of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under UCC after the Business Loan Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinForbearance Termination Date.

Forbearance. (a) Subject In reliance upon the representations, warranties and covenants of the Credit Parties contained in this Forbearance Agreement, and subject to the other terms and provisions conditions of this Forbearance Agreement, BCS Lender agrees that, subject to the terms and conditions contained herein, during the Forbearance Period, Lender shall forbear from exercising any of its rights and remedies available to them arising under the Business Loan Agreement and any other Loan Document until the first to occur Documents or applicable law solely as a result of the following: (i) January 25, 2011; or (ii) Borrower fails to promptly perform any occurrence of its covenants or obligations under this Agreementthe Specified Defaults. (b) This Agreement constitutes a Upon the Forbearance Termination Date, the agreement of Lender to forbear with respect to the Specified Defaults shall automatically and without further action terminate and be of no force and effect, it being understood and agreed that the effect of such termination will be to permit Lender to immediately exercise, without any further notice or forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreementkind, any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers rights and privileges remedies under the Notes, the Business Loan Agreement, the Agreement and other Loan Documents, the schedules thereto and applicable law or otherwise with respect to the Specified Defaults or any other default or Event of Default which shall exist or shall have occurred and all existing and future defaults and events of defaultbe continuing at such time, including, including without limitation, the Existing Event right to require immediate payment in full in cash of Defaultall Obligations. (c) No termination of the Loan Documents shall relieve or discharge Borrower of its duties, covenants and obligations under the Loan Documents until all Obligations have been indefeasibly paid and satisfied in full in immediately available funds on terms and conditions acceptable to Lender. Except as Borrower hereby expressly set forth in this Agreement, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release waives any right to receive notification under Section 9-611 of the UCC or understanding otherwise of any kind disposition of any collateral by Lender or nature whatsoever shall be binding on BCS unless its designee, and until one or more counterparts waives any rights under Sections 9-620(e) and 9-623 of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS with respect to exercising any right, remedy, power or privilege under the Business Loan Agreement, the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence thereinUCC.

Forbearance. (a) Subject to In the other terms event that Section 2 hereof does not become effective because the conditions precedent specified in Section 7(b) hereof are not satisfied, then the undersigned Required Lenders agree that from and provisions after the Amendment No. 4 Effective Date until the last day of this Agreementthe Waiver Period, BCS agrees to they shall forbear from exercising any their rights and remedies available to them under the Business Loan Agreement and any other Loan Document until the first to occur of the following: (i) January 25, 2011; or (ii) Borrower fails to promptly perform any of its covenants or obligations under this Agreement (b) This Agreement constitutes a forbearance only and does not and shall notconstitute a waiver by BCS of any default or event of default or an amendment or modification of the Business Loan Agreement, any other Loan Document, any supplement or schedule thereto, or any other document related to any of the foregoing. Except to the extent of the forbearance contained in Section 2(a) of this Agreement, BCS reserves all of its rights, remedies, powers and privileges under the Notes, the Business Loan Credit Agreement, the other Loan Documents, the schedules thereto Documents and otherwise applicable law with respect to the Payment Defaults. (b) Upon termination of the Waiver Period, the agreements of the undersigned Required Lenders to forbear from exercising their rights and remedies in respect of the Payment Defaults set forth herein shall automatically terminate, without the requirement of any notice to any Loan Party, and the undersigned Required Lenders shall be free in their sole and absolute discretion to proceed to enforce any or all existing of their rights and future defaults remedies set forth in the Credit Agreement, the other Loan Documents and events of defaultapplicable law, including, without limitation, the Existing Event right to demand the immediate repayment of Defaultthe Advances and the right to immediate repayment of all other Obligations in full. (c) In furtherance of the foregoing and notwithstanding the occurrence of the Amendment No. Except 4 Effective Date, each of the Loan Parties agrees that, subject to the agreement of the undersigned Required Lenders to forbear from exercising certain of their rights and remedies as and to the extent expressly set forth in this AgreementAmendment No. 4, no waiver, consent, agreement, amendment, renewal, extension, modification, standstill, release all rights and remedies of the Lenders under the Loan Documents or understanding of any kind or nature whatsoever shall be binding on BCS unless and until one or more counterparts of a document in writing specifically affirming the same has been executed by BCS. No failure or delay by BCS applicable law with respect to exercising any right, remedy, power or privilege under such Loan Party shall continue to be available to the Business Loan Agreement, Lenders from and after the other Loan Documents or otherwise shall operate as a waiver thereof or any acquiescence therein.Amendment No. 4