(B) DURING THE FORBEARANCE PERIOD, THE LENDERS AGREE TO CONTINUE TO
ADVANCE LOANS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND THE TERMS
AND CONDITIONS OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS; PROVIDED,
HOWEVER, FROM AND AFTER THE DATE OF THIS FORBEARANCE, THE LENDERS SHALL HAVE NO
OBLIGATION TO MAKE LIBOR LOANS OR CONVERT ANY US INDEX RATE LOANS INTO LIBOR
LOANS.
3.3
ON THE FORBEARANCE TERMINATION DATE, AGENT'S AND ANY LENDERS'
AGREEMENT HEREUNDER TO FORBEAR FROM EXERCISING THEIR DEFAULT-RELATED REMEDIES
WITH RESPECT TO THE SPECIFIED EVENTS OF DEFAULT SHALL IMMEDIATELY AND
AUTOMATICALLY TERMINATE WITHOUT THE REQUIREMENT OF ANY DEMAND, PRESENTMENT,
PROTEST, OR NOTICE OF ANY KIND, ALL OF WHICH EACH OF THE BORROWERS AND THE OTHER
CREDIT PARTIES WAIVES.
EACH OF THE BORROWERS AND THE OTHER CREDIT PARTIES
AGREES THAT AGENT AND LENDERS MAY AT ANY TIME THEREAFTER PROCEED TO EXERCISE ANY
AND ALL OF THEIR RESPECTIVE RIGHTS AND REMEDIES UNDER ANY OR ALL OF THE CREDIT
AGREEMENT AND OTHER LOAN DOCUMENTS AND/OR APPLICABLE LAW OR EQUITY, INCLUDING,
WITHOUT LIMITATION, THEIR RESPECTIVE DEFAULT-RELATED REMEDIES IN CONNECTION WITH
THE SPECIFIED EVENTS OF DEFAULT.
3.4
THE BORROWERS AND THE OTHER CREDIT PARTIES FURTHER ACKNOWLEDGE AND
AGREE THAT NEITHER ANY ACTION TAKEN OR NOT TAKEN BY AGENT OR ANY LENDER PRIOR TO
THE DATE HEREOF NOR THE EXECUTION AND DELIVERY OF THIS FORBEARANCE (I) OTHER
THAN AS EXPRESSLY SET FORTH IN SECTION 6.1 WITH RESPECT TO THE WAIVER OF THE
WAIVED EVENT OF DEFAULT CONSTITUTES A WAIVER OF ANY DEFAULT OR EVENT OF DEFAULT,
INCLUDING THE SPECIFIED EVENTS OF DEFAULT, OR (II) PREJUDICES ANY RIGHTS OR
REMEDIES WHICH THE ANY AGENT OR ANY LENDER MAY HAVE, NOW OR IN THE FUTURE, UNDER
ANY OF THE LOAN DOCUMENTS OR IN LAW OR EQUITY, INCLUDING ANY RIGHTS OR REMEDIES
WITH RESPECT TO THE SPECIFIED EVENTS OF DEFAULT EXCEPT SOLELY TO THE EXTENT THAT
THE AGENT AND LENDERS HAVE AGREED, SUBJECT TO THE TERMS AND CONDITIONS OF THIS
FORBEARANCE, TO FORBEAR DURING THE FORBEARANCE PERIOD FROM EXERCISING THEIR
RIGHTS AND REMEDIES WITH RESPECT TO THE SPECIFIED EVENTS OF DEFAULT.
3.5
ANY AGREEMENT BY AGENT AND LENDERS TO EXTEND THE FORBEARANCE PERIOD
MUST BE SET FORTH IN WRITING AND SIGNED BY THE RESPECTIVE OFFICERS OF AGENT AND
THE REQUISITE LENDERS.
EACH OF THE BORROWER AND THE OTHER CREDIT PARTIES
ACKNOWLEDGES THAT AGENT AND LENDERS HAVE NOT MADE ANY ASSURANCES CONCERNING ANY
POSSIBILITY OF AN EXTENSION OF THE FORBEARANCE PERIOD AND ARE UNDER NO
OBLIGATION WHATSOEVER TO CONSIDER OR ENTER INTO SUCH AN EXTENSION.
4.
ACKNOWLEDGMENT OF DEFAULT RATE.
EACH OF THE BORROWERS AND THE
OTHER CREDIT PARTIES AGREE AND ACKNOWLEDGE THAT, PURSUANT TO SECTION 1.5(D) OF
THE CREDIT AGREEMENT AND NOTWITHSTANDING THIS FORBEARANCE, FROM AND AFTER JULY
7, 2007 THE INTEREST RATE APPLICABLE TO THE LOANS (INCLUDING ANY LOANS ADVANCED
DURING THE FORBEARANCE PERIOD) AND THE LETTER OF CREDIT FEES (BUT NOT THE UNUSED
LINE FEE), SHALL BE INCREASED BY TWO PERCENTAGE POINTS (2%) PER ANNUM ABOVE THE
RATES OF INTEREST OR