FORBEARANCE ARRANGEMENTS
PROVIDED FOR HEREIN.
(B)
HOLDERS HAVE NOT WAIVED PRESENTLY, DO NOT INTEND TO WAIVE AND MAY
NEVER WAIVE THE SPECIFIED DEFAULT, AND NOTHING CONTAINED HEREIN OR THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSTRUED OR INTERPRETED TO CONSTITUTE
ANY SUCH WAIVER.
THE TRUSTEE'S AND THE HOLDERS' ACTIONS IN ENTERING INTO THIS
FORBEARANCE AGREEMENT ARE WITHOUT PREJUDICE TO THE RIGHTS OF ANY OF THE TRUSTEE
AND THE HOLDERS TO PURSUE ANY AND ALL REMEDIES UNDER THE INDENTURE PURSUANT TO
APPLICABLE LAW OR IN EQUITY AVAILABLE TO IT IN ITS SOLE DISCRETION UPON THE
TERMINATION (WHETHER UPON EXPIRATION THEREOF, UPON ACCELERATION OR OTHERWISE) OF
THIS FORBEARANCE AGREEMENT.
2.2
FORBEARANCE.
(A)
SUBJECT TO SATISFACTION OF THE CONDITIONS PRECEDENT SPECIFIED IN
SECTION 5 BELOW, EACH HOLDER HEREBY AGREES TO FORBEAR, AND DIRECTS THE TRUSTEE
TO FORBEAR, FROM EXERCISING THEIR RESPECTIVE RIGHTS AND REMEDIES UNDER THE
INDENTURE, THE NOTES AND APPLICABLE LAW, SHOULD THE SPECIFIED DEFAULT OCCUR,
UNTIL THE FORBEARANCE TERMINATION DATE.
(B)
UPON THE FORBEARANCE TERMINATION DATE, THE AGREEMENT OF EACH
HOLDER TO FORBEAR, AND DIRECT THE TRUSTEE TO FORBEAR, WITH RESPECT TO THE
SPECIFIED DEFAULT SHALL AUTOMATICALLY AND WITHOUT FURTHER ACTION IMMEDIATELY
TERMINATE AND BE OF NO FORCE AND EFFECT, IT BEING UNDERSTOOD AND AGREED THAT THE
EFFECT OF SUCH TERMINATION WILL BE TO PERMIT TRUSTEE AND/OR HOLDERS TO
IMMEDIATELY EXERCISE THEIR RESPECTIVE RIGHTS AND REMEDIES UNDER THE NOTES AND
INDENTURE, APPLICABLE LAW OR OTHERWISE WITH RESPECT TO THE SPECIFIED DEFAULT, OR
ANY OTHER EVENTS OF DEFAULT, WHICH SHALL EXIST OR SHALL HAVE OCCURRED AND BE
CONTINUING AT SUCH TIME.
2.3
NO WAIVERS; RESERVATION OF RIGHTS.
HOLDERS HAVE NOT WAIVED, ARE
NOT BY THIS FORBEARANCE AGREEMENT WAIVING AND HAVE NO INTENTION OF WAIVING, ANY
DEFAULTS OR EVENTS OF DEFAULT THAT HAVE OCCURRED OR WHICH MAY BE CONTINUING ON
THE DATE HEREOF OR ANY DEFAULTS OR EVENTS OF DEFAULT WHICH MAY OCCUR AFTER THE
DATE HEREOF (WHETHER THE SAME OR SIMILAR TO THE SPECIFIED DEFAULT OR OTHERWISE),
AND EXCEPT AS EXPRESSLY SET FORTH HEREIN SOLELY WITH RESPECT TO THE SPECIFIED
DEFAULT, HOLDERS HAVE NOT AGREED TO FORBEAR WITH RESPECT TO ANY OF ITS RIGHTS OR
3
REMEDIES CONCERNING ANY DEFAULTS OR EVENTS OF DEFAULT, WHICH MAY HAVE OCCURRED
OR ARE CONTINUING AS OF THE DATE HEREOF OR WHICH MAY OCCUR AFTER THE DATE
HEREOF.
3.
REPRESENTATIONS AND WARRANTIES
The Issuer hereby represents, warrants and covenants with and to Holders as
follows, which representations, warranties and covenants are continuing and
shall survive the execution and delivery hereof:
3.1
THIS FORBEARANCE AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND
DELIVERED BY ISSUER AND IS IN FULL FORCE AND EFFECT AS OF THE DATE HEREOF.
THE
AGREEMENTS AND OBLIGATIONS OF THE ISSUER CONTAINED HEREIN CONSTITUTE THE LEGAL,
VALID AND BINDING OBLIGATIONS OF THE ISSUER ENFORCEABLE BY HOLDERS AGAINST IT IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE
LIMITED BY AN APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
SIMILAR LAW AFFECTING CREDITORS' RIGHTS GENERALLY AND BY GENERAL PRINCIPLES OF
EQUITY REGARDLESS OF WHETHER CONSIDERED