Conditions to Effectiveness of this Waiver. This Waiver shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied (the "Waiver Effective Date"):
(a) executed counterparts of this Waiver, duly executed by the Company and the Required Holders, shall have been delivered to the Noteholders;
(b) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof and (except to the extent that any of such representations and warranties expressly relate by their terms to a prior date) the Waiver Effective Date;
(c) the Company shall have furnished to the Noteholders and their special counsel an executed copy of an amendment, modification, waiver or consent necessary to waive any default or event of default occurring under the Bank Credit Agreement resulting from (i) any cross default to the Note Purchase Agreement based on the Company's non-compliance with Sections 7.1(d) and 11.3 of the Note Purchase Agreement, (ii) the Company's non-compliance with Section 5.2(k) (most favored lenders' provision) of the Bank Credit Agreement as a result of such Section 5.2(k) incorporating by reference Section 11.3 of the Note Purchase Agreement and (iii) an event of default under Section 6.1(c) (misrepresentations by the Company that no default or event of default had occurred and was continuing) of the Bank Credit Agreement, and any such amendment, modification, waiver or consent shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Period hereunder); the "Aggregate Revolving Credit Commitment" (as defined in the Bank Credit Agreement) shall not be less than $500,000,000 and the Company shall be permitted to draw thereon; and the "Termination Date" shall not be on a date prior to January 14, 2010;
(d) the Company shall have furnished to the Noteholders and their special counsel an executed copy of a waiver necessary to waive the defaults or events of default occurring under the 2003 Note Purchase Agreement which are similar to the Events of Default described in Section 1 of this Waiver, and such waiver shall be reasonably satisfactory in form and substance to the Noteholders and their special counsel (including, without limitation, with respect to any waiver thereunder not expiring before the end of the Waiver Pe...
Conditions to Effectiveness of this Waiver. This Waiver shall become effective upon receipt by the Administrative Agent of counterparts of this Waiver duly executed or consented to by the Company, the Administrative Agent and the Required Lenders.
Conditions to Effectiveness of this Waiver. This Waiver shall be effective as of the date first set forth above (the "WAIVER EFFECTIVE DATE") upon the satisfaction of the following conditions:
(a) receipt by the Administrative Agent of counterparts hereof duly executed and delivered by the Borrowers and the Majority Lenders and the Revolving Credit Exposure and consented to by the Loan Parties (other than the Borrowers);
(b) the payment by the Borrowers of the costs and expenses of the Administrative Agent owing under Section 9.05 of the Credit Agreement and for which invoices have been submitted; and
(c) the delivery to the Administrative Agent and the Lenders of (i) the financial statements of the Parent for the financial quarter ended June 30, 2001 in accordance with Section 5.01(b) of the Credit Agreement; and (ii) a certificate from the Chief Financial Officer or Chief Executive Officer of the Parent, delivered in accordance with Section 5.01(e) of the Credit Agreement and demonstrating that Consolidated Unadjusted EBITDA for the 12 month period ending on June 30, 2001 was not less than $47,000,000.
Conditions to Effectiveness of this Waiver. The effectiveness of this Waiver shall be subject to the satisfaction of the following conditions precedent:
Conditions to Effectiveness of this Waiver. This Waiver shall become effective upon receipt by the Administrative Agent of (1) counterparts of this Waiver duly executed by each of the Borrowers and the Administrative Agent and (2) for the account of each Lender that executes and delivers this Waiver on or before 12 p.m (noon)., eastern time, on March 2, 2006, an amendment fee equal to 0.10% of the sum of the outstanding principal amount of such Lender’s Tranche A Term Loans and its US Revolving Commitment.
Conditions to Effectiveness of this Waiver. This Waiver shall be effective as of the date first set forth above (the "WAIVER EFFECTIVE DATE") upon the satisfaction of the following conditions:
(a) receipt by the Administrative Agent of counterparts hereof duly executed and delivered by the Borrowers and the Lenders holding at least 75% of the Available Commitments, the Term Loan Exposure and the Revolving Credit Exposure and consented to by the Loan Parties (other than the Borrowers);
(b) the payment by the Borrowers of the costs and expenses of the Administrative Agent owing under Section 10.05 of the Credit Agreement and for which invoices have been submitted; and
(c) the delivery to the Administrative Agent and the Lenders of (i) the financial statements of the Parent for the financial quarter ended March 31, 2001 in accordance with Section 6.01(b) of the Credit Agreement; and(ii) a certificate from the Chief Financial Officer or Chief Executive Officer of the Parent, delivered in accordance with Section 6.01(e) of the Credit Agreement and demonstrating that Consolidated Unadjusted EBITDA for the 12 month period ending on March 31, 2001 was not less than $53,750,000.
Conditions to Effectiveness of this Waiver. This Waiver shall become effective on and as of the date hereof upon the satisfaction of the following conditions precedent (such date the "Waiver Effective Date"):
(a) The execution and delivery of the Waiver by the Borrower, the Administrative Agent and the Required Lenders.
(b) No Default or Event of Default shall have occurred and be continuing after giving effect to the waiver contemplated herein.
(c) Each of the representations and warranties made by the Loan Parties and their Subsidiaries in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof as if made on and as of the date hereof, except for any representation and warranty which is expressly made as of an earlier date, which representation and warranty shall have been true and correct in all material respects as of such earlier date.
Conditions to Effectiveness of this Waiver. This Waiver shall be effective as of the date first set forth above upon the satisfaction of the following conditions:
(a) receipt by the Administrative Agent of counterparts hereof duly executed and delivered by the Borrowers and each Lender and consented to by the Loan Parties (other than the Borrowers);
(b) receipt by the Administrative Agent of the Seventh Amendment and Waiver to the Existing Credit Agreement, duly executed and delivered by the Borrowers, each Lender and consented to by the Loan Parties (as such capitalized terms are defined in the Existing Credit Agreement); and
(c) the payment by the Borrowers of the costs and expenses of the Administrative Agent owing under Section 9.05 of the Credit Agreement and for which invoices have been submitted.
Conditions to Effectiveness of this Waiver. This Waiver shall be effective as of the date first set forth above (the "Waiver Effective Date") upon the satisfaction of the following conditions:
(a) receipt by the Administrative Agent of counterparts hereof duly executed and delivered by the Borrowers and the Lenders holding at least 66.2/3rd % of the Available Commitments, the Term Loan Exposure and the Revolving Credit Exposure and consented to by the Loan Parties (other than the Borrowers); and
(b) the payment by the Borrowers of the costs and expenses of the Administrative Agent owing under Section 10.05 of the Credit Agreement and for which invoices have been submitted.
Conditions to Effectiveness of this Waiver. This Waiver shall become effective as of the date (the “Waiver Effective Date”) each of the following conditions precedent shall have been satisfied:
(a) The Administrative Agent shall have received a duly executed counterpart of this Waiver, executed by the Borrower, the Administrative Agent and the Required Lenders.
(b) There shall have been paid to the Administrative Agent, for the account of itself and the Lenders, as applicable. all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Waiver Effective Date, including a five (5) basis point waiver fee for each Lender that has executed and delivered this Waiver on or prior to 5p.m. (New York Time) Wednesday April 9, 2008 on the full amount of such Lender’s Commitment on such date.
