DEED OF
TRUST TO SECURE THE OBLIGATIONS AND THE OTHER EXISTING LEASES ON OTHER REAL
PROPERTY DISCLOSED TO LENDER. BORROWER AGREES NOT TO AMEND THE LEASES IN ANY
MATERIAL RESPECT WITHOUT THE PRIOR WRITTEN CONSENT OF THE LENDER.
AT LENDER'S
REQUEST, BORROWER AND ITS SUBSIDIARIES WILL GRANT LENDER FIRST LIENS ON THE
LEASEHOLD INTEREST IN ALL REAL PROPERTY LEASES TO THE EXTENT BORROWER AND ITS
SUBSIDIARIES ARE PERMITTED TO GRANT LIENS ON THEIR LEASEHOLD INTEREST UNDER SUCH
LEASES."
2.3
MODIFICATION OF CERTAIN REPORTING
REQUIREMENTS.
THE LENDER MAY IN ITS SOLE DISCRETION FROM TIME TO TIME INSTRUCT
THE COMPANY NOT TO DELIVER TO THE LENDER THE CASH BUDGETS CONTEMPLATED IN
SECTION 7.11 OF THE LOAN AGREEMENT OR THE WRITTEN REPORTS CONTEMPLATED IN
SECTION 7.21 OF THE LOAN AGREEMENT.
THE COMPANY SHALL COMPLY WITH ANY SUCH
INSTRUCTION RECEIVED FROM THE LENDER UNTIL SUCH TIME AS INSTRUCTED TO THE
CONTRARY BY THE LENDER.
THE COMPANY'S COMPLIANCE WITH THIS SECTION 2.3 SHALL
4
CONSTITUTE COMPLIANCE WITH SECTIONS 7.11 AND 7.21 OF THE LOAN AGREEMENT AND THE
COMPANY'S FAILURE TO COMPLY WITH THIS SECTION 2.3 SHALL CONSTITUTE AN EVENT OF
DEFAULT.
2.4
INDENTURE PAYMENTS.
THE COMPANY AND THE
SUBSIDIARIES HEREBY COVENANT AND AGREE TO GIVE TO THE LENDER AT LEAST FIVE (5)
BUSINESS DAYS' PRIOR WRITTEN NOTICE OF ITS OR THEIR INTENTION TO MAKE ANY
INTEREST PAYMENT IN RESPECT OF THE NOTES (EACH SUCH NOTICE, AN "INDENTURE
PAYMENT NOTICE").
FOR THE AVOIDANCE OF DOUBT, THE REQUIREMENT TO GIVE ANY SUCH
INDENTURE PAYMENT NOTICE SHALL BE IN ADDITION TO, AND NOT IN LIEU OF, THE
REQUIREMENTS SET FORTH IN SECTION 7.21 OF THE LOAN AGREEMENT.
2.5
EFFECTIVENESS.
THIS AGREEMENT SHALL BECOME
EFFECTIVE AS OF THE FIRST DATE (THE "FORBEARANCE EFFECTIVE DATE") ON WHICH EACH
OF THE FOLLOWING CONDITIONS IS SATISFIED AND EVIDENCE OF ITS SATISFACTION HAS
BEEN DELIVERED TO COUNSEL TO THE LENDER:
(A)
THERE SHALL HAVE BEEN DELIVERED TO THE
LENDER IN ACCORDANCE WITH SECTION 6.5 HEREIN, COUNTERPARTS OF THIS AGREEMENT
EXECUTED BY EACH OF THE LENDER, THE COMPANY AND EACH OF THE SUBSIDIARIES;
(B)
THE LENDER SHALL HAVE RECEIVED THE
NOTEHOLDER FORBEARANCE AGREEMENT, DULY EXECUTED AND DELIVERED BY EACH OF THE
COMPANY, THE SUBSIDIARIES, THE TRUSTEE AND THE NOTEHOLDERS, HAVING A FORBEARANCE
PERIOD (AS DEFINED THEREIN) (SUBJECT TO EARLIER TERMINATION UPON THE OCCURRENCE
AND CONTINUATION OF A FORBEARANCE DEFAULT, AS DEFINED THEREIN) THROUGH AND
INCLUDING A DATE THAT IS NO EARLIER THAN AUGUST 15, 2007, AND SUCH NOTEHOLDER
FORBEARANCE AGREEMENT SHALL OTHERWISE BE SATISFACTORY IN FORM AND SUBSTANCE TO
THE LENDER; AND
(C)
THE LENDER SHALL HAVE RECEIVED ALL ACCRUED
AND UNPAID COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) REQUIRED TO BE
PAID PURSUANT HERETO OR THE LOAN AGREEMENT ON OR PRIOR TO THE FORBEARANCE
EFFECTIVE DATE.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
3.1
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE COMPANY AND THE SUBSIDIARIES.
TO INDUCE THE LENDER TO ENTER INTO THIS
AGREEMENT, EACH OF THE COMPANY AND THE SUBSIDIARIES HEREBY REPRESENTS, WARRANTS
AND COVENANTS TO THE LENDER AS FOLLOWS:
(A)
THE