ADMINISTRATIVE AGENT PURSUANT
TO THE FINANCING DOCUMENTS OR OTHERWISE GRANTED TO OR HELD BY ADMINISTRATIVE
AGENT, SUBJECT ONLY TO PERMITTED LIENS.
1.3.
BINDING EFFECT OF DOCUMENTS.
BORROWERS HEREBY ACKNOWLEDGE,
CONFIRM AND AGREE THAT:
(A) EACH OF THE FINANCING DOCUMENTS TO WHICH ANY CREDIT
PARTY IS A PARTY HAS BEEN DULY EXECUTED AND DELIVERED TO ADMINISTRATIVE AGENT OR
LENDERS BY SUCH CREDIT PARTIES, AND EACH IS AND SHALL REMAIN IN FULL FORCE AND
EFFECT AS OF THE DATE HEREOF, (B) THE AGREEMENTS AND OBLIGATIONS OF THE CREDIT
PARTIES CONTAINED IN SUCH DOCUMENTS AND IN THIS AGREEMENT CONSTITUTE THE LEGAL,
VALID AND BINDING OBLIGATIONS OF BORROWERS AND THE OTHER CREDIT PARTIES, AS
APPLICABLE, ENFORCEABLE AGAINST THEM IN ACCORDANCE WITH THEIR RESPECTIVE TERMS,
AND BORROWERS AND THE OTHER CREDIT PARTIES HAVE NO VALID DEFENSE TO THE
ENFORCEMENT OF SUCH OBLIGATIONS, AND (C) ADMINISTRATIVE AGENT AND LENDERS ARE
AND SHALL BE ENTITLED TO THE RIGHTS, REMEDIES AND BENEFITS PROVIDED FOR UNDER
THE FINANCING DOCUMENTS AND APPLICABLE LAW.
SECTION 2.
FORBEARANCE IN RESPECT OF
EXISTING DEFAULTS
2.1.
ACKNOWLEDGMENT OF DEFAULT.
BORROWERS HEREBY ACKNOWLEDGE AND AGREE
THAT THE EXISTING DEFAULTS HAVE OCCURRED AND ARE CONTINUING, EACH OF WHICH
CONSTITUTES AN EVENT OF DEFAULT AND ENTITLES ADMINISTRATIVE AGENT AND LENDERS TO
EXERCISE THEIR RIGHTS AND REMEDIES UNDER THE FINANCING DOCUMENTS, APPLICABLE LAW
OR OTHERWISE.
BORROWERS FURTHER REPRESENT AND WARRANT THAT AS OF THE DATE
HEREOF NO OTHER EVENTS OF DEFAULT UNDER THE FINANCING DOCUMENTS EXIST OTHER THAN
THE EXISTING DEFAULTS.
NEITHER ADMINISTRATIVE AGENT NOR ANY LENDER HAS WAIVED,
AND NEITHER INTENDS TO WAIVE ANY EXISTING DEFAULT AND NOTHING CONTAINED HEREIN
OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE DEEMED TO CONSTITUTE ANY SUCH
WAIVER.
2.2.
FORBEARANCE.
(A)
IN RELIANCE UPON THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF
BORROWERS CONTAINED IN THIS AGREEMENT, AND SUBJECT TO THE TERMS AND CONDITIONS
OF THIS AGREEMENT AND ANY DOCUMENTS OR INSTRUMENTS EXECUTED IN CONNECTION
HEREWITH, ADMINISTRATIVE AGENT AND LENDERS AGREE TO FORBEAR FROM EXERCISING
THEIR RIGHTS AND REMEDIES UNDER THE FINANCING DOCUMENTS OR APPLICABLE LAW IN
RESPECT OF OR ARISING OUT OF THE EXISTING DEFAULTS, FOR THE PERIOD (THE
"FORBEARANCE PERIOD") COMMENCING ON THE DATE HEREOF AND ENDING ON THE DATE WHICH
IS THE EARLIEST OF:
(I) APRIL 7, 2007 OR (II) THE OCCURRENCE OR EXISTENCE OF
ANY EVENT OF DEFAULT, OTHER THAN THE EXISTING DEFAULTS.
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(B)
UPON THE TERMINATION OF THE FORBEARANCE PERIOD, THE AGREEMENT OF
ADMINISTRATIVE AGENT AND LENDERS 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 ADMINISTRATIVE
AGENT AND LENDERS TO EXERCISE IMMEDIATELY ALL RIGHTS AND REMEDIES UNDER THE
FINANCING DOCUMENTS AND APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO,
(I) CEASING TO MAKE ANY FURTHER REVOLVING LOANS AND (II) ACCELERATING ALL OF THE
OBLIGATIONS; IN EACH CASE WITHOUT ANY FURTHER NOTICE, PASSAGE OF TIME OR
FORBEARANCE OF ANY KIND.
2.3.
NO OTHER WAIVERS; RESERVATION OF RIGHTS.
(A)
NEITHER ADMINISTRATIVE AGENT NOR ANY LENDER HAS WAIVED, IS