First Lien Forbearance Agreement Amendment. The , Issuer and the other Credit Parties shall have executed and delivered an amendment to that certain Forbearance Agreement to First Lien Indenture, dated as of and amended as of , and , pursuant to which the shall have agreed to extend the Forbearance Period to up to and including on the terms and conditions set forth therein.
Forbearance. Subject to the terms, conditions and understandings contained in this Agreement, Investor hereby agrees to refrain and forbear from bringing any action to collect under the Note (including without limitation the Interest Rate Increase and the Balance Increase) with respect to the Default (the “Forbearance”). For the avoidance of doubt, the Forbearance shall only apply to the Default and not to any Events of Default (as defined in the Note) that may occur subsequent to the date hereof or any other Event of Default that occurred prior to the date hereof.
Lender’s agreement to forbear from exercising any rights or remedies against Borrower with respect to collection of the Interest Payment in accordance with this Agreement shall commence as of the date on which Borrower has complied with all of the preconditions to forbearance set forth in [Section 3] of this Agreement and shall continue until the earlier of # Eastern Time, or # the occurrence of an Event of Default under the Credit Agreement (the “Forbearance Period”). During the Forbearance Period, Lender agrees to continue to forbear from exercising any right or remedy against Borrower with respect to collection of the Interest Payment only. Lender’s agreement contained herein shall not nullify, extinguish, satisfy, release, discharge or otherwise affect Borrower’s obligations to Lender, or constitute a waiver of any Event of Default. Borrower acknowledges and agrees that there is no promise, express or implied, on the part of Lender to forebear beyond the expiration or termination of the Forbearance Period provided herein, and Borrower further agrees that if any of the terms or conditions of this Agreement are not satisfied within the sole discretion of Lender or any further Event of Default (other than failure to timely make the Interest Payment) occurs, Lender’s agreement to forbear shall, at the election of Lender, immediately terminate and Lender shall have all of its rights and remedies. Borrower further acknowledges and agrees that if Lender elects not to terminate its agreement to forbear upon the occurrence of Event of Default, such election shall not constitute a “course of dealing” or be deemed to be a waiver of any rights of Lender to take action in respect of any further Event of Default. Nothing herein shall be construed as an agreement by Lender to forbear from asserting any affirmative defense, cross claim, counterclaim or third party claim in any action or proceeding that is currently pending or may hereafter be commenced. Further, nothing herein shall be construed as an agreement by Lender to forbear from taking any action it deems necessary to protect its security interests and lien in, to and on the Collateral. Upon expiration or termination of the Forbearance Period Lender shall be free to exercise any right or remedy to which Lender heretofore or hereafter shall be entitled without regard to this Agreement.
Forbearance Termination Events. Nothing set forth herein or contemplated hereby is intended to constitute an agreement by the Administrative Agent or the Lenders to forbear from exercising any of the rights and remedies available to them under the Credit Agreement, the other Loan Documents or applicable law (all of which rights and remedies are hereby expressly reserved by the Administrative Agent and the Lenders) upon or after the occurrence of a Forbearance Termination Event. As used herein, Forbearance Termination Event shall mean the occurrence of any of the following:
No Default. After giving effect to this Amendment, the Forbearance Agreement, the ABL Forbearance Agreement and, on the Initial First-Out Loan Borrowing Date, the Initial First-Out Loan to be made on such date, no Default or Event of Default (other than any Specified Default (as defined in the Forbearance Agreement)) has occurred and is continuing as of the Amendment Effective Date.
acknowledge and reaffirm their respective obligations as set forth in each Loan Document (as amended or otherwise modified by this Amendment and the Forbearance Agreement), including, without limitation, all Obligations under the Credit Agreement and the other Loan Documents (as amended or otherwise modified by this Amendment and the Forbearance Agreement);
Conditions Precedent to Forbearance. Lender shall not be obligated under this Agreement, and the terms of this Agreement shall not be binding on Lender, unless and until: # Borrower has duly executed and delivered to Lender this Agreement, together with a copy of resolution of its board of directors approving the terms and execution and delivery of this Agreement; # Lender has duly executed and delivered to Borrower this Agreement; and # Borrower has issued to Lender warrants to purchase 5,995,453 shares of common stock of Borrower, substantially in the form attached hereto as [Exhibit A] (the “Forbearance Warrant”).
Upon the occurrence of a Forbearance Termination Event, the Forbearance Period and the Forbearance shall immediately and automatically end without the requirement of any demand, presentment, protest, notice (including any written notice required by [Section 8.01] of the Credit Agreement) or other action of any kind (other than as provided in [Section 3(d)] below), all of which the Borrower and each of the other Loan Parties waive; provided notwithstanding anything to the contrary herein, the Forbearance Period and Forbearance shall terminate automatically and without notice of termination immediately upon the occurrence of an Event of Default of the type set forth in [Section 8.01(f)] of the Credit Agreement.
Issuer, the other Credit Parties and the entered into a Forbearance Agreement to Second Lien Indenture, dated , and amended , and (the Second Lien Forbearance Agreement).
agree to continue to comply with, and be subject to, all of the terms, provisions, conditions, covenants, agreements and obligations applicable to them set forth in each Loan Document (as amended or otherwise modified by this Amendment and the Forbearance Agreement), which remain in full force and effect;
Section #Forbearance; Forbearance Period.
Subject to the terms and conditions of this BFMA, Lender agrees to forbear from the exercise of its rights and remedies under the Business Financing Agreement that arise solely from the occurrence and/or continuation of any Existing Default until the expiration of the Forbearance Period. THE FORBEARANCE GRANTED HEREIN IS A CONDITIONAL, LIMITED, TEMPORARY FORBEARANCE RELATING SOLELY TO THE EXISTING DEFAULTS AND SHALL BE IN EFFECT ONLY UNTIL THE EXPIRATION OF THE FORBEARANCE PERIOD.
The “Forbearance Period” shall commence on the Forbearance Effective Date (as defined below) and shall terminate immediately and automatically upon the earlier to occur of # , at New York time (the “Scheduled Forbearance Period End Date”) and # upon prior written notice from the Required following the date on which a Forbearance Termination Event (as defined below) has occurred; provided that the Forbearance Period may be extended by confirmation (including via e-mail) from constituting the Required .
The Borrower shall pay a forbearance fee (the “Forbearance Fee”) in cash in the amount equal to one percent (1.00%) of the outstanding principal amount of all Term Loans held by the Forbearing immediately prior to the Forbearance Effective Date, which Forbearance Fee shall be payable to the Administrative Agent for the account of the Forbearing no later than 1 Business Day following the Forbearance Effective Date (or such later date as may be agreed in writing by the Creditor Advisors in their sole discretion); provided however that such Forbearance Fee shall be credited towards any consent or similar fee required to be paid in cash under the RSA.
By their execution hereof, each party to this Agreement acknowledges that the Forbearance Effective Date is .
Section #(b) of the Second Lien Forbearance Agreement is hereby amended to insert the following after the last sentence thereof:
Amendment. This Agreement may be amended by written Agreement of the Participant and the Company, without the consent of any other person.
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