Acknowledgement and Limited Waiver. Each of the Agents hereby (a) acknowledges that (i) each Monthly Report, each re-computation (if any) of the Borrowing Base and each other report or information with respect to the Collateral delivered under the Credit Agreement prior to the date hereof did not include the Weyerhaeuser Receivables, (ii) each Monthly Report, each re-computation (if any) of the Borrowing Base and each other report or information with respect to the Collateral delivered under the Credit Agreement after the date hereof based on information through February 28, 2009 will not include the Weyerhaeuser Receivables, and (iii) the financial statements dated as of September 30, 2008 previously delivered under the Credit Agreement did not include the Weyerhaeuser Receivables and (b) waives any breach of Section 6.1(g) of the Credit Agreement resulting from such omission of the Weyerhaeuser Receivables. The limited waiver set forth in this Section 2 of the Amendment is effective solely for the purposes set forth herein and shall not, except as expressly provided herein, be deemed to (i) be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Transaction Document, (ii) prejudice any right or rights that the Agents, Conduits or Liquidity Banks may have or may have in the future under or in connection with the Credit Agreement or any other Transaction Document or (iii) waive compliance with Section 6.1(g) of the Credit Agreement for any Monthly Report, re-computation of the Borrowing Base (if any) or any other report or information with respect to the Collateral delivered after February 28, 2009.
Acknowledgement and Limited Waiver. In connection with this Amendment, the Borrowers informed the Agent and the Lenders that, on September 18, 2023, the Operating Company and TUTI Books entered into an agreement for TUTI’s participation in Scholastic’s Literacy Pro program (the “TUTI Agreement”). The TUTI Agreement allows the Operating Company to translate 21 titles from Farsi to English and to provide access to such titles to participants in Scholastic’s school market subscription program around the world. Scholastic agreed to make three payments of $1,680 each to TUTI Books over the term of the TUTI Agreement. The Operating Company’s activities under the TUTI Agreement are authorized by a general license that is codified in the Iranian Transactions Sanctions Regulations at 31 CFR 560.538 (“Authorized transactions necessary and ordinarily incident to publishing.”). Considering the language under Section 5.02(j) of the Credit Agreement could be interpreted to restrict the Borrowers from performing under the TUTI Agreement, the Required Lenders hereby waive, on a one-time basis, any potential Events of Default that may have occurred and are continuing under Section 6.01(d) of the Credit Agreement as a result of any breach of Section 5.02(j) of the Credit Agreement resulting from the Borrowers’ performance under the TUTI Agreement (such Events of Default, the “Acknowledged Events of Default”). This one-time, limited waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach, Default or Event of Default other than as specifically waived herein nor as a waiver of any breach, Default or Event of Default of which the Lenders have not been informed by the Borrowers, (b) affect the right of the Lenders to demand compliance by the Borrowers with all terms and conditions of the Loan Documents, except as specifically modified or waived by this Amendment or by the Credit Agreement as amended by this Amendment, (c) be deemed a waiver of any transaction or future action on the part of the Borrowers requiring the Lenders’ or the Required Lenders’ consent or approval under the Loan Documents, or (d) except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Loan Document, whether arising as a consequence of any Default or Event of Default (other than an Acknowledged Event of Default) which may ...
Acknowledgement and Limited Waiver
