Common use of The Forbearance Clause in Contracts

The Forbearance. Effective as of the Forbearance Effective Date, each of the Administrative Agent and each Lender agrees that (i) until the expiration or termination of the Borrower Forbearance Period (as defined below), it will forbear from exercising its rights and remedies (including enforcement and collection actions) under the Loan Documents against the Borrower or any of the Collateral or other property owned by the Borrower (including, without limitation, via set-off or recoupment) solely with respect to the Potential Specified Defaults, (ii) until the expiration or termination of the Holding Company Forbearance Period (as defined below), it will forbear from exercising its rights and remedies (including enforcement and collection actions) under the Loan Documents against the Holding Companies or any of the Collateral or other property owned by the Holding Companies (including, without limitation, via set-off or recoupment) solely with respect to the Potential Specified Defaults, and (iii) until the expiration or termination of the Other Credit Party Forbearance Period (as defined below), it will forbear from exercising its rights and remedies (including enforcement and collection actions) under the Loan Documents against each Credit Party (other than the Borrower and the Holding Companies) or any of the Collateral or other property owned by such Credit Parties (including, without limitation, via set-off or recoupment) solely with respect to the Potential Specified Defaults. The Borrower and each other Credit Party acknowledge and agree that (x) each Potential Specified Default (other than a Potential Pre-Forbearance Default) that may occur and be continuing during an Applicable Forbearance Period would constitute a Default or an Event of Default upon which action could be taken but for the forbearance described in the preceding sentence, and (y) the Administrative Agent and the Lenders shall not be delayed, prohibited or otherwise stayed on and after the Other Credit Party Forbearance Termination Date from taking an action or exercising any rights against the Credit Parties or their respective assets (other than the Borrower, the Holding Companies or their respective assets) as a result of the commencement of the Borrower Chapter 11 Case or the Holding Company Chapter 11 Cases prior to the Other Credit Party Forbearance Termination Date. To the extent necessary, each of the Borrower and each Holding Company hereby grants to the Administrative Agent and the Lenders a limited waiver of the automatic stay imposed by Section 362 of the Bankruptcy Code (to the extent applicable in the Borrower Chapter 11 Case or the Holdings Chapter 11 Cases, as the case may be) solely to give effect to clause (y) of the preceding sentence.

The Forbearance. Effective as of the Second Forbearance Effective Date, each of the Administrative Agent and each Lender agrees that (i) until the expiration or termination of the Borrower Forbearance Period (as defined below), it will forbear from exercising its rights and remedies (including enforcement and collection actions) under the Loan Documents against the Borrower or any of the Collateral or other property owned by the Borrower (including, without limitation, via set-off or recoupment) solely with respect to the Potential Specified Defaults, (ii) until the expiration or termination of the Holding Company Forbearance Period Termination Date (as defined below), it will forbear from exercising its rights and remedies (including enforcement and collection actions) under the Loan Documents against the Holding Companies or any of the Collateral or other property owned by the Holding Companies (including, without limitation, via set-off or recoupment) solely with respect to the Potential Specified Defaults, and (iiiii) until the expiration or termination of the Other Credit Party Forbearance Period Termination Date (as defined below), it will forbear from exercising its rights and remedies (including enforcement and collection actions) under the Loan Documents against each Credit Party (other than the Borrower and the Holding CompaniesDebtor Credit Parties) or any of the Collateral or other property owned by such Credit Parties (including, without limitation, via set-off or recoupment) solely with respect to the Potential Specified Defaults. The Borrower and each other Credit Party acknowledge and agree that (x) each Potential Specified Default (other than a Potential Pre-Forbearance Default) that has occurred or may occur and be continuing during an Applicable Forbearance Period constitutes (in the case of the Pre-Forbearance Defaults) or would constitute (in the case of other Specified Defaults) a Default or an Event of Default upon which action could be taken under the Loan Documents against each Credit Party (other than the Borrower, as to which the provisions of Section 1(b) apply) or any of the Collateral or other property owned by such Credit Parties but for the forbearance described in the preceding sentence, and (y) the Administrative Agent and the Lenders shall not be delayed, prohibited or otherwise stayed on and after the Other Credit Party Forbearance Termination Date from taking an action or exercising any rights against the Credit Parties or their respective assets (other than the Borrower, the Holding Companies Debtor Credit Parties or their respective assets) as a result of the commencement of the Borrower Chapter 11 Case or Case, the Holding Company Chapter 11 Cases or the Other Chapter 11 Cases prior to the Other Credit Party Forbearance Termination Date. To the extent necessary, each of the Borrower and each Holding Company hereby grants to the Administrative Agent and the Lenders a limited waiver of the automatic stay imposed by Section 362 of the Bankruptcy Code (to the extent applicable in the Borrower Chapter 11 Case Case, the Holdings Chapter 11 Cases or the Holdings Other Chapter 11 Cases, as the case may be) solely to give effect to clause (y) of the preceding sentence.