FORBEARANCE THAT CANNOT BE CURED (INCLUDING, WITHOUT LIMITATION,
A BREACH OF SECTION 5.2), SUCH DEFAULT CONTINUES FOR FIVE (5) BUSINESS DAYS; OR
(F)
THE COMMENCEMENT OF A RECEIVERSHIP, INSOLVENCY PROCEEDING
UNDER ANY OF THE INSOLVENCY LAWS, ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR
OTHER ACTION WITH RESPECT TO ANY BORROWER OR ANY OTHER CREDIT PARTY SEEKING THE
ISSUANCE OF A WARRANT OF ATTACHMENT, EXECUTION, DISTRAINT OR SIMILAR PROCESS
RESULTING IN CONTROL OR POSSESSION AGAINST ANY MATERIAL PART OF SUCH BORROWER'S
OR CREDIT PARTY'S ASSETS.
2.3
"FORBEARANCE PERIOD" MEANS THE PERIOD OF TIME FROM THE EFFECTIVE DATE
TO AND INCLUDING THE FORBEARANCE TERMINATION DATE
2.4
"SPECIFIED EVENTS OF DEFAULT" MEANS THOSE EVENTS OF DEFAULT DESCRIBED
ON ANNEX I TO THIS FORBEARANCE.
2.5
"FORBEARANCE TERMINATION DATE" MEANS THE EARLIER TO OCCUR OF (A) 5:00
P.M., LOS ANGELES TIME, ON FEBRUARY 15, 2008, OR (B) THE DATE UPON WHICH A
FORBEARANCE DEFAULT OCCURS.
2.6
"WAIVED EVENT OF DEFAULT" MEANS THAT EVENT OF DEFAULT DESCRIBED IN
SECTION 6.1 OF THIS FORBEARANCE.
3.
FORBEARANCE.
SUBJECT TO THE CONDITIONS AND UPON THE TERMS SET
FORTH IN THIS FORBEARANCE:
3.1
EACH OF THE BORROWERS AND THE OTHER CREDIT PARTIES AGREES AND
ACKNOWLEDGES THAT (I) EACH OF THE SPECIFIED EVENTS OF DEFAULT HAS OCCURRED AND
IS CONTINUING, (II) EACH OF THE SPECIFIED EVENTS OF DEFAULTS IS INCURABLE AND IS
NOT SUBJECT TO ANY GRACE OR CURE PERIOD, (III) EXCEPT FOR THE SPECIFIED EVENTS
OF DEFAULT AND THE WAIVED EVENT OF DEFAULT, NO OTHER DEFAULTS OR EVENTS OF
DEFAULT HAVE OCCURRED AND ARE CONTINUING AS OF THE DATE HEREOF, AND (IV) BUT FOR
THIS FORBEARANCE AGREEMENT, EACH SPECIFIED EVENT OF DEFAULT WOULD RELIEVE AGENT
AND LENDERS FROM ANY OBLIGATION TO MAKE ANY LOANS OR PROVIDE OTHER FINANCIAL
ACCOMMODATIONS UNDER THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS, AND IN
ACCORDANCE WITH THE TERMS OF THE LOAN DOCUMENTS WOULD ENTITLE AGENT, LENDERS
AND/OR THE REQUISITE LENDERS, AS APPLICABLE, TO, AMONG OTHER THINGS, (A) SUSPEND
OR TERMINATE ANY COMMITMENT TO PROVIDE SWING LINE LOANS, REVOLVING LOANS, TERM
LOANS OR UK REVOLVING LOANS OR PROVIDE OTHER FINANCIAL ACCOMMODATIONS, INCLUDING
LETTERS OF CREDIT,
UNDER ANY OR ALL OF THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS, (B) DECLARE ALL OBLIGATIONS TO BE IMMEDIATELY DUE AND PAYABLE AND
WITHOUT NOTICE OR DEMAND, AND/OR (C) TAKE ANY AND ALL ENFORCEMENT ACTIONS
(INCLUDING, WITHOUT LIMITATION, THE ENFORCEMENT OF LIENS AND SECURITY INTERESTS
IN THE COLLATERAL) OR OTHERWISE EXERCISE ANY OR ALL RIGHTS AND REMEDIES PROVIDED
FOR BY ANY OR ALL OF THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS OR APPLICABLE
LAW.
S-3
3.2
PROVIDED THAT NO FORBEARANCE DEFAULT OCCURS, EACH OF THE AGENT AND
THE LENDERS AGREES THAT, (A) UNTIL THE EXPIRATION OF THE FORBEARANCE PERIOD AND
EXCEPT AS SET FORTH IN THIS FORBEARANCE, IT WILL FORBEAR FROM THE EXERCISE OF
DEFAULT-RELATED REMEDIES WITH RESPECT TO THE OBLIGATIONS AGAINST BORROWERS OR
ANY OTHER CREDIT PARTY UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT
("DEFAULT-RELATED REMEDIES") SOLELY WITH RESPECT TO THE SPECIFIED EVENTS OF
DEFAULT; AND