Forbearance. From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with ARTICLE VII hereof, Parent agrees to forbear from bringing suit or exercising remedies under the Guaranty, the Master Lease or Agreements Regarding Subleases arising out of or related to (i) the failure to pay Rent (as defined in the Master Lease), (ii) notwithstanding Section 4.4 of the Master Lease, the failure to deposit or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior to the termination of this Agreement, (iii) the failure to make capital expenditures required by the Master Lease, (iv) the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) of the Master Lease as a result of the transactions and other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure of the Debtor to make any payment due under the Guaranty, including, in each case, by delivering a notice of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in property.
Appears in 2 contracts
Samples: Plan Sponsor Agreement, Plan Sponsor Agreement (Quality Care Properties, Inc.)
Forbearance. From During the period (the “Forbearance Period”) commencing on the Forbearance Effective Date (as defined herein) and ending on the date (the “Forbearance Termination Date”) which is the earliest to occur of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with ARTICLE VII hereof(a) May 8, Parent agrees to forbear from bringing suit or exercising remedies under the Guaranty2019, the Master Lease or Agreements Regarding Subleases arising out of or related to (ib) the failure to pay Rent meet any Milestone (as defined in Section 8 hereof); (c) the occurrence of any Default or Event of Default under the Credit Agreement (other than the Specified Defaults), (d) the failure of the Borrower to comply with any of the requirements of Section 6 or Section 7 hereof, (e) the acceleration of the 9.125% Senior Notes due 2020 (the “Notes”) issued pursuant to that certain Indenture dated as of March 23, 2012 (the “Notes Indenture”) by and among the Borrower, the guarantors party thereto, and U.S. Bank National Association, as trustee (in such capacity, the “Notes Trustee”), or (f) any action by the Notes Trustee and/or any holder of Notes to exercise rights or remedies pursuant to the Notes Indenture after an Event of Default (as defined in the Master LeaseNotes Indenture), the Required Lenders hereby forbear from enforcement of:
(a) the requirement of Section 6.01(a) of the Credit Agreement that the report and opinion of Ernst & Young, KPMG or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders delivered with respect to the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of the fiscal year ended December 31, 2018, and the related consolidated statement of income or operations, and consolidated statement of changes in shareholders’ equity, and cash flows for such fiscal year, not include an explanatory paragraph expressing substantial doubt about the ability of the Borrower or any Loan Party to continue as a going concern or any qualification or exception as to the scope of such audit; and
(b) any Default or Event of Default under Section 8.01(e) of the Credit Agreement, resulting from the Borrower’s failure to make the interest payment due on April 1, 2019 under the Senior Unsecured Notes. Upon the Forbearance Termination Date, (i) the forbearance set forth in this Section 4 of this Forbearance shall terminate automatically and be of no further force or effect, and (ii) notwithstanding Section 4.4 subject to the terms of the Master LeaseLoan Documents and applicable law, the failure Administrative Agent and each Lender shall be free in its sole and absolute discretion, without limitation, to deposit proceed to enforce any or pay any amounts required to be deposited pursuant to Section 4.4 all of its rights and remedies set forth in the Credit Agreement, the other Loan Documents and applicable law. In furtherance of the Master Lease prior to the termination of this Agreementforegoing, (iii) the failure to make capital expenditures required by the Master Lease, (iv) and notwithstanding the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) the Forbearance Effective Date, each Loan Party acknowledges and confirms that, subject to the Forbearance, all rights and remedies of the Master Lease as a result of the transactions and other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agentthe Lenders under the Loan Documents and applicable law with respect to the Borrower or any other Loan Party shall continue to be available to the Administrative Agent and the Lenders. For the avoidance of doubt, each Loan Party acknowledges and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by confirms that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure agreement of the Debtor Administrative Agent and the Lenders signatory hereto temporarily to make forbear shall not apply to nor preclude any payment due remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under the Guarantyany bankruptcy or insolvency law, including, without limitation, to any relief in each caserespect of adequate protection or relief from any stay imposed under such law. The parties hereto agree that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that the Administrative Agent or any Lender may be entitled to take or bring in order to enforce its rights and remedies against the Borrower or any other Loan Party are, to the fullest extent permitted by delivering law, tolled and suspended during the Forbearance Period. For the avoidance of doubt, no grace period or period required for a notice of default under the Master Lease, terminating the Master Lease, declaring Default to mature or become an “Event of Default” under the Master Lease Default shall be tolled or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in propertysuspended by this Forbearance.”
Appears in 2 contracts
Samples: Forbearance Agreement (Monitronics International Inc), Forbearance Agreement (Ascent Capital Group, Inc.)
Forbearance. From During the period (the “Forbearance Period”) commencing on the Forbearance Effective Date (as defined herein) and ending on the date (the “Forbearance Termination Date”) which is the earliest to occur of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with ARTICLE VII hereof(a) Xxxxx 00, Parent agrees to forbear from bringing suit or exercising remedies under the Guaranty0000, the Master Lease or Agreements Regarding Subleases arising out of or related to (ix) the failure to pay Rent meet any Milestone (as defined in Section 8 hereof); (c) the occurrence of any Default or Event of Default under the Credit Agreement (other than the Specified Defaults), (d) the failure of the Borrower to comply with any of the requirements of Section 6 or Section 7 hereof, (e) the acceleration of the 9.125% Senior Notes due 2020 (the “Notes”) issued pursuant to that certain Indenture dated as of March 23, 2012 (the “Notes Indenture”) by and among the Borrower, the guarantors party thereto, and U.S. Bank National Association, as trustee (in such capacity, the “Notes Trustee”), or (f) any action by the Notes Trustee and/or any holder of the Notes to exercise rights or remedies pursuant to the Notes Indenture after an Event of Default (as defined in the Master LeaseNotes Indenture), the Required Lenders hereby forbear upon enforcement of:
(a) the requirement of Section 6.01(a) of the Credit Agreement that the report and opinion of Ernst & Young, KPMG or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders delivered with respect to the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of the fiscal year ended December 31, 2018, and the related consolidated statement of income or operations, and consolidated statement of changes in shareholders’ equity, and cash flows for such fiscal year, not include an explanatory paragraph expressing substantial doubt about the ability of the Borrower or any Loan Party to continue as a going concern or any qualification or exception as to the scope of such audit; and
(b) any Default or Event of Default under Section 8.01(e) of the Credit Agreement, resulting from the Borrower’s failure to make the interest payment due on April 1, 2019 under the Senior Unsecured Notes. Upon the Forbearance Termination Date, (i) the forbearance set forth in this Section 4 of this Forbearance shall terminate automatically and be of no further force or effect, and (ii) notwithstanding Section 4.4 subject to the terms of the Master LeaseLoan Documents and applicable law, the failure Administrative Agent and each Lender shall be free in its sole and absolute discretion, without limitation, to deposit proceed to enforce any or pay any amounts required to be deposited pursuant to Section 4.4 all of its rights and remedies set forth in the Credit Agreement, the other Loan Documents and applicable law. In furtherance of the Master Lease prior to the termination of this Agreementforegoing, (iii) the failure to make capital expenditures required by the Master Lease, (iv) and notwithstanding the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) the Forbearance Effective Date, each Loan Party acknowledges and confirms that, subject to the Forbearance, all rights and remedies of the Master Lease as a result of the transactions and other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agentthe Lenders under the Loan Documents and applicable law with respect to the Borrower or any other Loan Party shall continue to be available to the Administrative Agent and the Lenders. For the avoidance of doubt, each Loan Party acknowledges and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by confirms that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure agreement of the Debtor Administrative Agent and the Lenders signatory hereto temporarily to make forbear shall not apply to nor preclude any payment due remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under the Guarantyany bankruptcy or insolvency law, including, without limitation, to any relief in each caserespect of adequate protection or relief from any stay imposed under such law. The parties hereto agree that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that the Administrative Agent or any Lender may be entitled to take or bring in order to enforce its rights and remedies against the Borrower or any other Loan Party are, to the fullest extent permitted by delivering law, tolled and suspended during the Forbearance Period. For the avoidance of doubt, no grace period or period required for a notice of default under the Master Lease, terminating the Master Lease, declaring Default to mature or become an “Event of Default” under the Master Lease Default shall be tolled or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in propertysuspended by this Forbearance.
Appears in 2 contracts
Samples: Forbearance Agreement (Ascent Capital Group, Inc.), Forbearance Agreement (Monitronics International Inc)
Forbearance. From Effective as of the date Forbearance Effective Date (as defined below), subject to the terms and conditions of this Agreement until and in reliance upon the earlier representation and warranty of the Closing Date or termination Borrower set forth in Section 4 below, the undersigned Lenders and the Agent at the direction of the Required Lenders hereby agree to forbear (the “Forbearance”) from taking any Enforcement Action (as defined below) as a result of the occurrence and continuation of any of the Specified Defaults solely during the period (the “Forbearance Period”) beginning on the first date that the conditions set forth in Section 3 of this Agreement in accordance shall have been satisfied (the “Forbearance Effective Date”) and ending on the date that is the earliest of:
(a) February 11, 2019;
(b) the making of the interest payment that was due on December 17, 2018 with ARTICLE VII hereof, Parent agrees respect to forbear from bringing suit or exercising remedies under the Guaranty, Second Lien Senior Subordinated PIK Toggle Notes;
(c) the Master Lease or Agreements Regarding Subleases arising out date on which any of or related to the following shall occur:
(i) an Event of Default (other than the failure to pay Rent Specified Defaults) occurring under the Credit Agreement;
(ii) (x) an Event of Default (as defined in the Master Lease), Second Lien Senior Subordinated PIK Toggle Notes Indenture) (iiother than arising in connection with the Specified Defaults) notwithstanding Section 4.4 occurring under the Second Lien Senior Subordinated PIK Toggle Notes Documents or (y) the Trustee (as defined in the Second Lien Senior Subordinated PIK Toggle Notes Indenture) or any holder of Second Lien Senior Subordinated PIK Toggle Notes takes any action in violation of the Master Lease, the failure to deposit or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior to the termination of this First Lien/Second Lien Intercreditor Agreement, ; and/or
(iii) the failure to make capital expenditures required by the Master Lease, (ivx) the occurrence of any “an Event of Default” described in Section 16.1(g) or Section 16.1(h) of the Master Lease as a result of the transactions and other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings Default (as defined therein)in any of the Warehouse Facilities) or similar event (in each case, HCR Healthcare, LLC, other than arising in connection with the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USASpecified Defaults) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as occurring under any of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); Warehouse Facilities or (viiy) any forbearance given with respect to the Specified Defaults under any of the Warehouse Facilities shall cease to be effective;
(d) the failure of the Debtor Borrower to make comply with any payment due term, condition or covenant set forth in this Agreement; and
(e) the failure of any representation or warranty made by the Borrower under the Guaranty, includingthis Agreement to be true in all material respects (or, in each casethe case of any representation and warranty qualified by materiality, by delivering a notice in all respects) as of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease date when made or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in propertydeemed made.
Appears in 2 contracts
Samples: Forbearance Agreement (DITECH HOLDING Corp), Forbearance Agreement
Forbearance. From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with ARTICLE VII hereof, Parent Marriott hereby agrees to forbear from bringing suit or exercising remedies under the Guaranty, the Master Lease or Agreements Regarding Subleases arising out of or related to (i) exercising its right to demand, under the failure Reimbursement Agreement, cash collateral in excess of the cash collateral required to pay Rent (as defined in the Master Lease)be funded and replenished by Sunrise hereunder, and (ii) notwithstanding Section 4.4 on or prior to December 28, 2011, sending to the Lessor any notice terminating any of the Master LeaseLeases (subsections (i) and (ii), the failure “Forbearance,” it being understood that Marriott shall have no such obligation to deposit or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior to the termination forbear under subsection (i) of this Agreementparagraph after December 28, (iii) the failure to make capital expenditures required by the Master Lease2011), (iv) until the occurrence of any “Event one of Default” the following events:
(a) Any Sunrise Entity fails to perform or observe any of its obligations under this Agreement, and such failure is not fully cured within five (5) business days after written notice thereof is given to Sunrise;
(b) The indebtedness under Sunrise’s principal bank credit facility is accelerated due to an event of default thereunder (it being understood that the current principal bank facility is the Credit Agreement dated as of June 16, 2011 between Sunrise, KeyBank, National Association, as administrative agent thereunder, and the other Lenders as defined therein party thereto, as amended from time to time);
(c) The termination, after the date hereof, of senior living facility leases, management agreements or similar agreements to which Sunrise or an affiliate is a party, which generate an aggregate of at least $50 million in annual revenues to Sunrise on a consolidated basis (measured using the last full calendar year’s revenues prior to such termination), excluding any such management agreements, leases or similar agreements as to which Sunrise received a termination fee or similar payment designed to compensate Sunrise for the fair value of such terminated agreement for the remaining term thereof;
(d) Sunrise or any material subsidiary of Sunrise voluntarily files for bankruptcy protection or any involuntary bankruptcy proceeding is commenced against Sunrise or any of its material subsidiaries that is not dismissed or stayed within ninety (90) days after commencement thereof; or
(e) Either of the events occur as described in Section 16.1(g4(vii) above, following a return of funds to Sunrise under Section 4(vi) above. Following the occurrence of any one or Section 16.1(h) more of such events (a “Forbearance Termination Event”), the Forbearance shall no longer have any force or effect, and Marriott shall be free to demand, at its option and at any time or from time to time, that Sunrise make such cash collateral payments, or take such other actions, as are then required under the Reimbursement Agreement, without regard to any of the Master Lease provisions herein establishing the amount of cash collateral Sunrise is required to provide or maintain hereunder but taking into account the amounts on deposit at the relevant time as provided herein. The occurrence of a result of the transactions and other actions contemplated by Forbearance Termination Event shall not diminish or affect Sunrise’s rights or obligations hereunder. Except as expressly set forth in this Agreement, (v) any “Event each party retains all of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due its rights and remedies and defenses under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Reimbursement Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure of the Debtor to make any payment due under the Guaranty, including, in each case, by delivering a notice of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in property.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement (Sunrise Senior Living Inc)
Forbearance. From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with ARTICLE VII hereof, Parent QCP agrees to forbear from bringing suit or exercising remedies under the Guaranty, the Master Lease or Agreements Regarding Subleases arising out of or related to (i) the failure to pay Rent (as defined in the Master Lease), (ii) notwithstanding Section 4.4 of the Master Lease, the failure to deposit or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior to the termination of this Agreement, (iii) the failure to make capital expenditures required by the Master Lease, (iv) the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) of the Master Lease as a result of the transactions and other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure of the Debtor to make any payment due under the Guaranty, including, in each case, by delivering a notice of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in property.
Appears in 2 contracts
Samples: Alternative Plan Sponsor Agreement, Alternative Plan Sponsor Agreement (Quality Care Properties, Inc.)
Forbearance. From Each Consenting Term Lender (collectively representing the date of this Agreement until Required Lenders) agrees that, for the earlier duration of the Closing Date Support Period, in connection with any default or termination event of this default arising under the Credit Agreement in accordance connection with ARTICLE VII hereofthe Restructuring (including pursuant to Section 7.01(e) of the Credit Agreement), Parent agrees to forbear from bringing suit or exercising remedies under the Guaranty, the Master Lease or Agreements Regarding Subleases arising out of or related to (i) each Consenting Term Lender shall forbear from (A) commencing any judicial enforcement proceedings against the failure Company or any of its subsidiaries, (B) exercising (or directing any Person to pay Rent exercise) any remedy available to the Consenting Term Lenders and the Administrative Agent under the Credit Agreement, including without limitation pursuant to Article 7 thereof, any Credit Document (as defined in the Master Lease)Credit Agreement) or otherwise by contract, in law or in equity, (C) requesting that the Administrative Agent not convert Loans (as defined in the Credit Agreement) into, or continue Loans as, Eurodollar Loans (as defined in the Credit Agreement) and/or (D) voting in favor of, or otherwise taking any action to direct, instruct or authorize any Person to undertake any of the actions in foregoing clauses (A) through (C) and (ii) notwithstanding Section 4.4 of the Master Lease, the failure to deposit or pay any amounts required to be deposited no additional interest shall accrue pursuant to Section 4.4 2.07 of the Master Lease prior Credit Agreement; provided that if this Agreement is terminated during the Support Period other than pursuant to Section 5(e) or Section 5(c)(i) hereof, any interest that would have otherwise accrued pursuant to Section 2.07 of the Credit Agreement during the Support Period absent the forbearance set forth in this Section 3(f) shall be deemed to have accrued as of the date of termination of this Agreement, (iii) without any further action by any Term Lender or the failure Administrative Agent, to make capital expenditures required by the Master Lease, (iv) the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) of the Master Lease as a result of the transactions and other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due extent provided under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as . For the avoidance of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLCdoubt, the several banks and other financial institutions forbearance set forth in this Section 3(f) shall not itself constitute a waiver with respect to any defaults or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure of the Debtor to make any payment due under the Guaranty, including, in each case, by delivering a notice events of default under the Master LeaseCredit Agreement, terminating and shall not bar the Master LeaseAdministrative Agent or any Consenting Term Lender from filing a proof of claim, declaring an “Event taking action to establish the amount of Default” under the Master Lease any Claim, or exercising any other right or remedy rights under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries andthis Agreement, with respect including terminating this Agreement pursuant to each, their property and interests in propertySection 5(b) hereof.
Appears in 2 contracts
Samples: Restructuring Support Agreement, Restructuring Support Agreement (Walter Investment Management Corp)
Forbearance. From During the period (the “Forbearance Period”) commencing on the Forbearance Effective Date (as defined herein) and ending on the date (the “Forbearance Termination Date”) which is the earliest to occur of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with ARTICLE VII hereof(a) May 3, Parent agrees to forbear from bringing suit or exercising remedies under the Guaranty2019, the Master Lease or Agreements Regarding Subleases arising out of or related to (ib) the failure to pay Rent meet any Milestone (as defined in Section 8 hereof); (c) the occurrence of any Default or Event of Default under the Credit Agreement (other than the Specified Defaults), (d) the failure of the Borrower to comply with any of the requirements of Section 6 or Section 7 hereof, (e) the acceleration of the 9.125% Senior Notes due 2020 (the “Notes”) issued pursuant to that certain Indenture dated as of March 23, 2012 (the “Notes Indenture”) by and among the Borrower, the guarantors party thereto, and U.S. Bank National Association, as trustee (in such capacity, the “Notes Trustee”), or (f) any action by the Notes Trustee and/or any holder of Notes to exercise rights or remedies pursuant to the Notes Indenture after an Event of Default (as defined in the Master LeaseNotes Indenture), the Required Lenders hereby forbear from enforcement of:
(a) the requirement of Section 6.01(a) of the Credit Agreement that the report and opinion of Ernst & Young, KPMG or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders delivered with respect to the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of the fiscal year ended December 31, 2018, and the related consolidated statement of income or operations, and consolidated statement of changes in shareholders’ equity, and cash flows for such fiscal year, not include an explanatory paragraph expressing substantial doubt about the ability of the Borrower or any Loan Party to continue as a going concern or any qualification or exception as to the scope of such audit; and
(b) any Default or Event of Default under Section 8.01(e) of the Credit Agreement, resulting from the Borrower’s failure to make the interest payment due on April 1, 2019 under the Senior Unsecured Notes. Upon the Forbearance Termination Date, (i) the forbearance set forth in this Section 4 of this Forbearance shall terminate automatically and be of no further force or effect, and (ii) notwithstanding Section 4.4 subject to the terms of the Master LeaseLoan Documents and applicable law, the failure Administrative Agent and each Lender shall be free in its sole and absolute discretion, without limitation, to deposit proceed to enforce any or pay any amounts required to be deposited pursuant to Section 4.4 all of its rights and remedies set forth in the Credit Agreement, the other Loan Documents and applicable law. In furtherance of the Master Lease prior to the termination of this Agreementforegoing, (iii) the failure to make capital expenditures required by the Master Lease, (iv) and notwithstanding the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) the Forbearance Effective Date, each Loan Party acknowledges and confirms that, subject to the Forbearance, all rights and remedies of the Master Lease as a result of the transactions and other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agentthe Lenders under the Loan Documents and applicable law with respect to the Borrower or any other Loan Party shall continue to be available to the Administrative Agent and the Lenders. For the avoidance of doubt, each Loan Party acknowledges and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by confirms that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure agreement of the Debtor Administrative Agent and the Lenders signatory hereto temporarily to make forbear shall not apply to nor preclude any payment due remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under the Guarantyany bankruptcy or insolvency law, including, without limitation, to any relief in each caserespect of adequate protection or relief from any stay imposed under such law. The parties hereto agree that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that the Administrative Agent or any Lender may be entitled to take or bring in order to enforce its rights and remedies against the Borrower or any other Loan Party are, to the fullest extent permitted by delivering law, tolled and suspended during the Forbearance Period. For the avoidance of doubt, no grace period or period required for a notice of default under the Master Lease, terminating the Master Lease, declaring Default to mature or become an “Event of Default” under the Master Lease Default shall be tolled or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in propertysuspended by this Forbearance.”
Appears in 2 contracts
Samples: Forbearance Agreement (Ascent Capital Group, Inc.), Forbearance Agreement (Monitronics International Inc)
Forbearance. From the date of this Agreement until the earlier Provided that each of the Closing Date or termination of this Agreement in accordance Credit Parties complies with ARTICLE VII hereof, Parent agrees to forbear from bringing suit or exercising remedies under the Guaranty, the Master Lease or Agreements Regarding Subleases arising out of or related to (i) the failure to pay Rent (as defined in the Master Lease), (ii) notwithstanding Section 4.4 all of the Master Lease, the failure to deposit or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior to the termination of requirements contained in this Agreement, the Credit Agreement and the other Credit Documents (iii) other than the Existing Events of Default or the failure to make capital expenditures required by a Required Payment (as hereinafter defined)), the Master LeaseBanks executing this Agreement shall forbear from enforcing their remedies with respect to the Existing Events of Default and with respect to failures to make any principal amortization payments scheduled to be made (each, a "Required Payment") during the period (the "Forbearance Period") commencing on the date hereof and ending on the earliest to occur of the following: (a) December 14, 2001, (ivb) the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) termination of the Master Lease period during which the holders of the Mezzanine Subordinated Note Documents are required under that certain Subordination Agreement dated as of August 11, 2000 by and among the Parent, the Borrower, the Administrative Agent on behalf of the Banks, and the holders of the Mezzanine Subordinated Note Documents (the "Mezz Debt Subordination Agreement") to refrain from exercising their remedies as a result of the transactions and other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure of the Debtor to make any payment due under the Guaranty, including, in each case, by delivering a notice of default under the Master LeaseMezzanine Subordinated Note Documents (the "Subordinated Debt Standstill Period"), terminating or (c) the Master Lease, declaring an “date upon which there occurs any Default or Event of Default” Default under the Master Lease Credit Agreement or exercising the other Credit Documents (other than the Existing Events of Default or the failure to make a Required Payment) or the date upon which any of the Credit Parties fails to comply with any of the requirements set forth herein or any terms and provisions hereof. At the end of the Forbearance Period, if Borrower has not paid, in full, all amounts due and owing hereunder or under the Credit Agreement and the other Credit Documents (including, without limitation, all of the Required Payments), and/or if the Borrower has not cured the Existing Events of Default to the full satisfaction of the Required Banks in their respective sole and absolute discretion, then the Banks may immediately commence, proceed or otherwise continue with any or all rights and remedies available under the Credit Agreement and the other Credit Documents, under applicable law or otherwise, without any notice or demand to any Credit Party or any other right or remedy under party, but as among the Master Lease and/or Agreements Regarding Subleases against Agents and the Debtor or its direct and indirect Subsidiaries andBanks, subject to the provisions of the Credit Agreement with respect to each, exercising remedies. This Agreement is an accommodation to the Credit Parties and the Credit Parties remain bound to perform their property respective obligations under the Credit Agreement and interests the other Credit Documents except as otherwise provided in propertythis Agreement.
Appears in 1 contract
Forbearance. From the date of this Agreement until the earlier (a) Each of the Closing Lenders agrees that, for the period from the Amendment Effective Date or termination of this Agreement in accordance with ARTICLE VII hereof, Parent agrees to forbear from bringing suit or exercising remedies under the Guaranty, the Master Lease or Agreements Regarding Subleases arising out of or related to (i) the failure to pay Rent Section 3 Termination Date (as defined in the Master Leasebelow), (ii) notwithstanding Section 4.4 it will not exercise any of the Master Leaseremedies available to it, and will not instruct the failure Administrative Agent to deposit exercise or pay consent to the Administrative Agent exercising any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior remedies available to it, in either case, under any of the termination of this AgreementLoan Documents (including, (iii) without limitation, to accelerate the failure to make capital expenditures required by Loans or terminate the Master Lease, (iv) the occurrence of any “Event of Default” described Commitments as contemplated in Section 16.1(g) or Section 16.1(h) 8 of the Master Lease Credit Agreement) solely as a result of the transactions and other actions contemplated by this Agreement, (v) occurrence of any “Event of Default or Potential Event of Default arising under subsection 8.2(i) of the Credit Agreement by virtue of the failure of Company to make the scheduled interest payment required under the Indenture dated as of July 1, 1998 with Wilmington Trust Company, as Trustee (the "Specified Indenture"; and such non-payment, the "Specified Indenture Default” under clause ") on July 1, 2003. The "Section 3 Termination Date" shall be the earliest of (i) July 31, 2003, (ii) the date on which the Specified Indenture Default has been cured or waived, through amendments to the Specified Indenture or otherwise, so long as Company has delivered to the Administrative Agent five days' prior written notice of Section 16.1(lits intent to cure the Specified Indenture Default by payment or (iii) the date on which a notice of acceleration under the Specified Indenture has been delivered to Company.
(b) Each of the Master Lease resulting from the failure Lenders further agrees that any interest that would otherwise accrue pursuant to subsection 2.2E as a result of the Debtor to make any payment due under Specified Indenture Default shall not accrue so long as no other Event of Default or Potential Event of Default has occurred and is continuing.
(c) For the Guarantyavoidance of doubt and notwithstanding the forbearance granted in the foregoing Section 3(a), (vi) the 2017 default under parties hereto hereby agree that if an Event of Default or Potential Event of Default arising as a result of the Specified Indenture Default has occurred and acceleration is continuing, in accordance with subsection 2.2D of amounts owing under that certain the Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, each Eurodollar Rate Loan shall be converted into a Base Rate Loan on the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure expiration date of the Debtor to make any payment due under the Guaranty, including, in each case, by delivering Interest Period applicable thereto and no Base Rate Loan may be converted into a notice of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in propertyEurodollar Rate Loan.
Appears in 1 contract
Forbearance. From Execution of this Amendment shall serve as Lessor's agreement to forebear from exercising its rights (including, without limitation, its rights under Section 15 of the Lease) with respect to:
(a) Lessee's failure to make payments of Rent or security deposit amounts due under the Lease prior to the date of this Agreement until Amendment and for the earlier Rent Date occurring in March 1996; and
(b) Lessee's failure to make payment of Reserve Rate constituting Engine Maintenance Accruals due under the Lease and the Other Aircraft Agreements identified as AOLAF 524 and AOLAF 525 on account of Flight Hours and/or Cycles operated prior to February 1, 1996; provided, however, that Lessor's agreement to forbear shall be effective for so long, and only so long, as Lessee otherwise complies with all the terms of the Closing Date or termination Lease, as amended, and fulfills the obligations set forth in paragraphs (c) and (d) of this Agreement in accordance with ARTICLE VII hereofSection 6, Parent as follows:
(c) Lessee shall pay to Lessor the following amounts (which amounts Lessee hereby agrees to forbear from bringing suit or exercising remedies under the Guaranty, the Master Lease or Agreements Regarding Subleases arising out of or related to pay):
(i) {***} on the failure to pay Rent (as defined Date occurring in the Master Lease), February 1996; (ii) notwithstanding Section 4.4 {***} on the Rent Date occurring in March 1996; an (iii) Amounts identified on Exhibit B to this Amendment ("Default Payments") on the Rent Date occurring in April 1996 and for the next succeeding forty-seven (47) Rent Dates thereafter; it being understood that Lessee shall pay such Default Payments together with Rent and any other amounts otherwise due pursuant to the Lease. Lessee may satisfy its obligations to pay the Default Payments at any time by paying the portion of all such Default Payments which constitutes principal, together with the portion of such Default Payments which constitutes interest accrued and unpaid as of the Master Leasedate of payment, all as reflected on Exhibit B to this Amendment.
(d) On or before Xxxxx 0, 0000, Xxxxxx shall pay all unpaid Reserve Rate owed with respect to the failure Lease and Other Aircraft Agreements identified as AOLAF 524 and 525, or shall enter into a maintenance agreement reasonably satisfactory to deposit debis providing for the maintenance of the engines of the Aircraft which are the subject of the Lease and such Other Aircraft Agreements. Execution of this Amendment shall not constitute a waiver of any Rent payment defaults or pay of any amounts required other defaults which may have occurred and be continuing or which may occur in the future. Lessor's agreement to forbear shall terminate automatically if Lessee fails to fulfill any of the obligations set forth in paragraphs (c) or (d) of Section 6 of this Amendment or if any Event of Default occurs or has occurred and is continuing under the Lease (other than an Event of Default to which the forbearance agreement set forth in Section 6 of this Amendment applies). For so long, and only so long as Lessor's agreement to forbear has not terminated, and provided that the obligation set forth in paragraph (d) of Section 6 of this Amendment has been fulfilled (i) Lessee shall be deposited entitled to exercise its rights and privileges under Sections 5.1.2(b), 5.1.3, 7.4.1 and 13.3 of the Lease and (ii) Lessor shall be deemed to have elected not to apply the Deposit to sums due or to become due to Lessor pursuant to Section 4.4 1 of Appendix D of the Master Lease prior to the termination of this Agreement, (iii) the failure to make capital expenditures required by the Master Lease, (iv) notwithstanding the occurrence and continuation of any “a Default or Event of Default” described in Section 16.1(g) or Section 16.1(h) of the Master Lease as a result of the transactions and other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due Default under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure of the Debtor to make any payment due under the Guaranty, including, in each case, by delivering a notice of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in property.
Appears in 1 contract
Forbearance. From In reliance upon the representations and warranties, agreements, and covenants of the Notes Parties contained in this Agreement, and subject to the terms and conditions provided herein, during the period commencing on the date hereof and ending upon the event earliest to occur of (a)–(m) below (any such event in the following clauses (a)–(m) of this Section 1.02, a “Termination Event,” and the period beginning on the date of this Agreement until and ending automatically on the earlier date of the Closing Date or termination of this Agreement in accordance with ARTICLE VII hereof, Parent agrees to forbear from bringing suit or exercising remedies under the GuarantyTermination Event, the Master Lease or Agreements Regarding Subleases arising out of or related to (i) the failure to pay Rent (as “Forbearance Period”), each Forbearing Stakeholder hereby agrees 1 As defined in the Master Lease), (ii) notwithstanding Section 4.4 of the Master Lease, the failure to deposit or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior to the termination of this Agreement, (iii) the failure to make capital expenditures required by the Master Lease, (iv) the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) of the Master Lease as a result of the transactions and other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks Amended and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Restated Pari Passu Intercreditor Agreement, dated as of May 5, 2023, by and among, the Issuer, the other grantors party thereto, Xxxxxxx Xxxxx International Bank, as authorized representative for the credit agreement secured parties, and U.S. Bank Trust Company, National Association, as authorized representative for the senior secured notes creditors (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “First Lien Pari Passu Intercreditor Agreement”). -(x) to forbear from exercising any of its Rights and Remedies, including with respect to an acceleration, under the applicable Indentures or applicable law with respect to any Default or any Event of Default (as defined in the applicable Notes Documents) arising under Section 6.01 of the applicable Indentures relating to or as a proximate result of (i) the Issuers’ failure to pay interest on the Notes which was due on October 1, 2023 and payable on October 2, 2023 or during the subsequent 30-day grace period, and (ii) the entry by the Notes Parties into this Agreement with an Affiliate (as defined in each Indenture) of the Issuer without complying with certain requirements set forth in Section 4.14 of each Indenture (clauses (i) and (ii) together, the “Specified Defaults and Events of Default”) and (y) to exercise its rights, as applicable, to direct the Trustees and the Notes Collateral Agents to forbear from exercising any remedy available to the Trustees or Notes Collateral Agents or exercising any trust or power conferred upon the Trustees or Notes Collateral Agents with respect to the Specified Defaults and Events of Default prior to the occurrence of a Termination Event; provided, that any such actions shall be at no cost to the Forbearing Stakeholders, and the Forbearing Stakeholders shall not be required to provide any indemnities or otherwise take any action or issue any direction or instruction that would (or, in the Forbearing Stakeholders’ reasonable discretion, could) cause the Forbearing Stakeholders to become liable for any amounts to the Trustees or any other person. For the avoidance of doubt, each Forbearing Stakeholder agrees that it will not (individually or collectively) deliver any notice or instruction to the Trustees directing the Trustees to exercise any of the rights and remedies under the Indentures or applicable law with respect to the Specified Defaults and Events of Default during the Forbearance Period; provided, further, that interest on all overdue principal and interest (including, for the avoidance of doubt, default interest) with regard to the Notes shall continue to accrue in accordance with the applicable Indentures but, for the avoidance of doubt, shall not be due and payable during the Forbearance Period. A copy of this Agreement shall be delivered by counsel to the Notes Parties to the Trustees, the Notes Collateral Agents, and their respective counsel, with Xxxx, Gotshal & Xxxxxx LLP (“Weil”) as counsel to the Forbearing SoftBank Parties (as defined herein), Xxxxxx LLP (“Cooley”) as counsel to the Forbearing Cupar Parties (as defined herein), and Xxxxx Xxxx & Xxxxxxxx LLP (“Xxxxx Xxxx”) as counsel to the Forbearing AHG Noteholders (as defined herein) copied, and such delivery is hereby deemed to constitute the direction required by subclause (y) of this Section 1.02 and satisfy each Forbearing Stakeholder’s obligation to so direct the Trustees and the Notes Collateral Agents.
A Termination Event under this Section 1.02 consists of the earliest of any of the following:
(a) 11:59 p.m. (New York City time) on November 6, 2015 2023;
(b) failure by the Company to provide to each of (x) SoftBank Vision Fund II-2 L.P. and any of its affiliates that hold the Notes (collectively, the “Forbearing SoftBank Parties”), (y) Cupar Grimmond, LLC (“Cupar”) and any of its affiliates that hold the Notes (collectively, the “Forbearing Cupar Parties”) and (z) the Forbearing AHG Noteholders (as defined below), by November 1, 2023, a 13-week cash flow forecast for the period commencing on or about November 6, 2023 that is in form and substance acceptable to each of (aa) the Forbearing SoftBank Parties, (bb) the Forbearing Cupar Parties, and (cc) at least two (2) separate institutions constituting Forbearing Stakeholders who hold a majority in face amount of the Notes held by members of the ad hoc group represented by Xxxxx Xxxx (the “XX Xxxxxx Credit FacilityForbearing AHG Noteholders” and, such majority of Forbearing AHG Noteholders, the “Majority Forbearing AHG Noteholders”); ;
(c) the occurrence of any Event of Default (as defined in the Indentures) under the Indentures following the date hereof other than the Specified Defaults and Events of Default;
(d) commencement by any of the Notes Parties of a case under title 11 of the United States Code or any similar reorganization, liquidation, insolvency, or receivership proceeding under applicable law;
(viie) payment of all of the interest that was due on October 1, 2023 and payable on October 2, 2023 under the applicable Indentures to each Forbearing Stakeholder, as applicable;
(f) the failure of delivery by the Debtor Company and/or its advisors of answers to make any payment due under the Guarantyquestions by November 1, including2023, as set forth in the diligence list delivered to the Company’s advisors on October 17, 2023 by Ducera, in each casecase reasonably satisfactory to each of the Forbearing Stakeholder Advisors;
(g) the failure by the Company to pay any amounts owed to Weil, by delivering a notice Xxxxxxxx Xxxxx Capital, Inc. (“Houlihan”), Xxxxxxxx Xxxxx & Deutsch LLP (“WMD”), Xxxxxx, Xxxxx Xxxxxxx & Co. (“Xxxxx Xxxxxxx”), Xxxxx Xxxx, Ducera Partners (“Ducera”), Xxxxxxxxx Xxxxxxx LLP (“Xxxxxxxxx Xxxxxxx”), Xxxxxx & Xxxxx N.V. (“L&L”), and Freshfields Bruckhaus & Xxxxxxxx LLP (“Freshfields”) in accordance with Section 2.02 of default under this Agreement;
(h) any of the Master LeaseNotes Parties taking any of the following actions: (i) the incurrence of any indebtedness outside of the ordinary course of business; (ii) the granting of any lien outside of the ordinary course of business; (iii) the making of any investment outside of the ordinary course of business; (iv) the consummation or completion of any merger, terminating consolidation, acquisition, sale, or disposition of assets, or similar transaction outside the Master Lease, declaring an “Event ordinary course of Default” under the Master Lease business or exercising (v) any other right action outside of the ordinary course of business, which includes, without limitation, (1) the issuance of any common or remedy under preferred stock or partnership interests, units, shares or other equity or equity convertible interests, (2) the Master Lease amendment of the organizational, governance, corporate, limited liability or partnership documents of the Notes Parties, and (3) any agreement, contractual or other similar arrangement with the Forbearing Softbank Parties (other than any agreement, contractual or other similar arrangement with the Forbearing SoftBank Parties relating to the Credit Agreement2), Forbearing AHG Noteholders, and/or Agreements Regarding Subleases against the Debtor Forbearing Cupar Parties, in each case without the express written consent of each of the Forbearing SoftBank Parties, the Forbearing Cupar Parties, and the Majority Forbearing AHG Noteholders;
(i) the entry by any Notes Party into any support agreement or its direct and indirect Subsidiaries and, definitive documentation with respect to, or announcement by any Notes Party of its intent to eachpursue, their property any restructuring, recapitalization, refinancing, repurchase or other material transaction in respect of any Notes or any of its properties, whether through a court-supervised insolvency proceeding or otherwise, without the express written consent of each of the Forbearing SoftBank Parties, the Forbearing Cupar Parties, and interests the Majority Forbearing AHG Noteholders;
(j) the entry by any Notes Party into any material agreement or transaction with any of its landlords, in property.each case requiring, during the Forbearance Period, either (x) a draw on any letter of credit in excess of $2.00 million in satisfaction of such Notes Party’s existing obligations or (y) aggregate cash payments by such Notes Party in excess of $5.00 million, in each case without (i) notice delivered to each of the Forbearing SoftBank Parties, the Forbearing Cupar Parties, and the Majority Forbearing AHG Noteholders at least 24 hours prior to such entry (which may be delivered to Weil on behalf of the Forbearing SoftBank Parties, Cooley on behalf of the Forbearing Cupar Parties, and Xxxxx Xxxx on behalf of the Majority Forbearing AHG Noteholders) and (ii) the prior written consent of each of the Forbearing SoftBank Parties, the Forbearing Cupar Parties, and
Appears in 1 contract
Samples: Forbearance Agreement (WeWork Inc.)
Forbearance. From On the terms and conditions hereof (including, without limitation, the conditions precedent set forth in Section 8 below) and continuing to, but not including, the Forbearance Termination Date (as defined below), the Agent, the Landlord, the Required Lenders and the Owner Participant shall forbear from exercising their rights and remedies with respect to the Specified Events of Default. The Forbearance Termination Date shall mean the earlier of (a) 12:00 Noon (New York City time) April 15, 2002; (b) the date of this Agreement until the earlier termination of the Closing Date or termination waivers granted pursuant to that certain Amendment No. 1 and Waiver relating to the Second Amended and Restated Revolving Credit Agreement dated as of this Agreement in accordance with ARTICLE VII hereofMay 25, Parent agrees 2001 (as amended, modified and supplemented from time to forbear from bringing suit or exercising remedies under the Guarantytime, the Master Lease or Agreements Regarding Subleases arising out "Credit Agreement") among Foster Wheeler LLC, Foster Wheeler USA Corporation, Foster Energy Ixxxxxxxxxxxx, Foster Xxxxxxx Xxxxxy Corporation, the xxxxxntors signatory thereto, xxx xxxxxxx signatory thereto, Bank of or related to America, N.A. as administrative agent, First Union National Bank, as syndication agent, and ABN AMRO Bank N.V., as documentation agent, arranged by Banc of America Securities LLC, as lead arranger and book manager, and ABN AMRO Bank N.V., First Union Capital Markets, Greenwich Natwest Structured Finance Inc. and Toronto Dominion Bank, as arrangers; (ic) the failure occurrence of any default with respect to pay Rent any Indebtedness (as defined in the Master Lease), Credit Agreement) of any Restricted Entity (iias defined in the Credit Agreement) notwithstanding Section 4.4 or the occurrence of any event or condition which results in the acceleration of the maturity of any Indebtedness of any Restricted Entity or enables the holder of such Indebtedness or any person acting on such holder's behalf to accelerate the maturity thereof; (d) the payment by the Tenants or any of their Subsidiaries of any principal of Indebtedness of any Restricted Entity other than payment under the Master Lease; (e) the occurrence of a breach by any Tenant of any covenant, the failure to deposit term, condition or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior to the termination other provision of this Agreement, ; and (iii) the failure to make capital expenditures required by the Master Lease, (ivf) the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) of Default (other than the Master Lease as a result of the transactions and other actions contemplated by this Agreement, (v) any “Event Specified Events of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure of the Debtor to make any payment due under the Guaranty, including, in each case, by delivering a notice of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease or exercising any of the other right or remedy under Operative Documents. Without limiting in any way the Master Lease and/or Agreements Regarding Subleases against rights and remedies of the Debtor or its direct Agent, the Landlord, the Lenders and indirect Subsidiaries andthe Owner Participant hereunder, with respect to each, their property the provisions of Section 4 of this Agreement shall terminate on the Forbearance Termination Date and interests in propertyall other terms and conditions contained herein shall survive.
Appears in 1 contract
Forbearance. From Effective as of the date Forbearance Effective Date (as defined below), subject to the terms and conditions of this Agreement until and in reliance upon the earlier representation and warranty of the Closing Date or termination Borrower set forth in Section 4 below, the undersigned Lenders and the Agent at the direction of the Required Lenders hereby agree to forbear (the “Forbearance”) from taking any Enforcement Action (as defined below) as a result of the occurrence and continuation of any of the Specified Defaults solely during the period (the “Forbearance Period”) beginning on the first date that the conditions set forth in Section 3 of this Agreement in accordance shall have been satisfied (the “Forbearance Effective Date”) and ending on the date that is the earliest of:
(a) February 8, 2019;
(b) the making of the interest payment that was due on December 17, 2018 with ARTICLE VII hereof, Parent agrees respect to forbear from bringing suit or exercising remedies under the Guaranty, Second Lien Senior Subordinated PIK Toggle Notes;
(c) the Master Lease or Agreements Regarding Subleases arising out date on which any of or related to the following shall occur:
(i) an Event of Default (other than the failure to pay Rent Specified Defaults) occurring under the Credit Agreement;
(ii) (x) an Event of Default (as defined in the Master Lease), Second Lien Senior Subordinated PIK Toggle Notes Indenture) (iiother than arising in connection with the Specified Defaults) notwithstanding Section 4.4 occurring under the Second Lien Senior Subordinated PIK Toggle Notes Documents or (y) the Trustee (as defined in the Second Lien Senior Subordinated PIK Toggle Notes Indenture) or any holder of Second Lien Senior Subordinated PIK Toggle Notes takes any action in violation of the Master Lease, the failure to deposit or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior to the termination of this First Lien/Second Lien Intercreditor Agreement, ; and/or
(iii) the failure to make capital expenditures required by the Master Lease, (ivx) the occurrence of any “an Event of Default” described in Section 16.1(g) or Section 16.1(h) of the Master Lease as a result of the transactions and other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings Default (as defined thereinin any of the Warehouse Facilities (as defined below)) or similar event (in each case, HCR Healthcare, LLC, other than arising in connection with the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USASpecified Defaults) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as occurring under any of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); Warehouse Facilities or (viiy) any forbearance given with respect to the Specified Defaults under any of the Warehouse Facilities shall cease to be effective;
(d) the failure of the Debtor Borrower to make comply with any payment due term, condition or covenant set forth in this Agreement; and
(e) the failure of any representation or warranty made by the Borrower under the Guaranty, includingthis Agreement to be true in all material respects (or, in each casethe case of any representation and warranty qualified by materiality, by delivering a notice in all respects) as of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease date when made or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in propertydeemed made.
Appears in 1 contract
Forbearance. From (i) In reliance upon the date undertakings, representations, warranties, and covenants of each Borrower contained in this Agreement, and subject to the terms and conditions of this Agreement until and any documents or instruments executed in connection herewith, the earlier of the Closing Date or termination of this Agreement in accordance with ARTICLE VII hereof, Parent Lender agrees to forbear from bringing suit or exercising its rights and remedies under the Guaranty, the Master Lease Transaction Documents or Agreements Regarding Subleases applicable law in respect of or arising out of or related to (ia) the Existing Defaults, (b) any failure to pay Rent comply with the covenants set forth in Sections 6.1.1, 6.1.2, or 6.5.9 of the SPA (an “Anticipated SPA Default”), or (c) any failure to comply with the covenants set forth in Sections 5.3(a), 5.3(c), or 5.10 of the Credit Agreement (an “Anticipated Credit Agreement Default,” and together with the Anticipated SPA Defaults, the “Anticipated Defaults”), for the period commencing on the Effective Date and ending on the Forbearance Termination Date (as defined in below) (the Master Lease“Forbearance Period”), .
(ii) notwithstanding Section 4.4 As used herein, the “Forbearance Termination Date” means the date that is the earliest of: (a) August 24, 2023; provided that (1) such date shall be automatically extended by twenty-five (25) days (a “Forbearance Extension”) if, on or prior to such date, the Borrowers shall have (v) provided Lender with written confirmation from the counterparty to the Payoff Transaction that is currently being negotiated that such counterparty has obtained approval by its investment committee to proceed in preparing and negotiating definitive documentation to enter into such Payoff Transaction, and (w) delivered to Lender a chart listing, for each of the Master LeaseBorrowers’ key stakeholders, whether or not such stakeholder has (A) consented to the failure Payoff Transaction, (B) executed a settlement agreement with the Borrowers relating to deposit the Payoff Transaction, and (C) if a settlement agreement has not been executed, describing the status of negotiations with such stakeholder with respect to the Payoff Transaction, which chart shall be certified by the Borrowers as to its accuracy, provided further that any such Forbearance Extension and the Forbearance Period shall automatically terminate and the Forbearance Termination Date shall automatically occur if (x) the discussions with respect to the Payoff Transaction are terminated by either party thereto, or pay any amounts required to be deposited pursuant to Section 4.4 party thereto indicates that it is no longer pursuing the Payoff Transaction, for any reason, (y) the Borrowers’ Board of Directors passes a resolution or consent which would approve the filing or commencement of an Insolvency Proceeding, or (z) if the parties thereto modify, amend, or otherwise alter the terms of the Master Lease prior proposed transaction such that it would no longer be a Payoff Transaction, and (2) such date may be further extended if agreed in writing by the Lender and the Borrowers; (b) the date on which any Borrower commences, or threatens in writing to commence, any litigation against the termination Lender; (c) the date on which any Borrower takes any action inconsistent with the Lender’s interests in the Collateral; (d) the commencement of this Agreementany Insolvency Proceeding by or against any Borrower; provided that the Lender shall not participate in commencing any involuntary Insolvency Proceeding against any Borrower during the Forbearance Period, (iiie) the failure to make capital expenditures required by the Master Leasedeparture of any member of Borrowers’ senior management, or (ivf) the occurrence or existence of any “default or Event of Default” described in Section 16.1(g) Default hereunder or Section 16.1(h) under the Transaction Documents, or any event or circumstance which, with notice or the passage of the Master Lease as a result of the transactions and other actions contemplated by this Agreementtime, (v) any “shall become an Event of Default (an “Unmatured Default” under clause (ii) ”), other than the Existing Defaults or the Anticipated Defaults. For purposes of Section 16.1(l) of the Master Lease resulting from the clarity, failure of the Debtor Borrowers to make satisfy any payment due of the covenants herein will also constitute an immediate Event of Default for purposes of determining the Forbearance Termination Date. An “Insolvency Proceeding” means any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (1) the entry of an order for relief under the GuarantyUnited States Bankruptcy Code (Title 11 of the United States Code, 11 U.S.C. §101, et seq.), or any other insolvency, debtor relief or debt adjustment law; (vi2) the 2017 default under and acceleration appointment of amounts owing under that certain Credit Agreementa receiver, dated as trustee, liquidator, administrator, conservator or other custodian for such Person or any part of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”)its Property; or (vii3) an assignment or trust mortgage for the failure benefit of the Debtor to make any payment due under the Guaranty, including, in each case, by delivering a notice of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in propertycreditors.
Appears in 1 contract
Forbearance. From The Administrative Agent and the date Lenders hereby agree to forbear from taking any action permitted to be taken by them under the Credit Agreement and the other Loan Documents with respect to:
(a) the Specified Defaults;
(b) any Default or Event of this Agreement until Default that results from (i) any failure by the earlier Borrower to file its quarterly report on Form 10-Q with the SEC within the time period required by the Credit Agreement, the Securities Exchange Act of 1934 or applicable law, with respect to the Borrower’s fiscal quarter ended June 30, 2008 and the Borrower’s fiscal quarter ending September 30, 2008, or (ii) any failure by the Borrower to timely deliver to the Administrative Agent the financial statements and other information required by Sections 6.01(b) and 6.02(a) of the Closing Date or termination Credit Agreement with respect to the Borrower’s fiscal quarter ended June 30, 2008 (such Defaults and Events of this Agreement Default, collectively, the “Reporting Default”), provided that such financial statements and other information required by Sections 6.01(b) and 6.02(a) shall be delivered to the Administrative Agent no later than September 30, 2008, provided that the certificate of a Responsible Officer of the General Partner accompanying such financial statements and other information shall state that it has been prepared in good faith and in accordance with ARTICLE VII hereofGAAP, Parent agrees provided further that such statements and information may be subject to forbear from bringing suit adjustments based upon changes made by the Borrower’s outside auditor and any such changes shall not constitute a Default or exercising remedies Event of Default;
(c) any Default or Event of Default arising under Sections 6.05(d) or 6.17 of the GuarantyCredit Agreement or clause (m) of Section 8.01 of the Credit Agreement, to the Master Lease or Agreements Regarding Subleases arising out of or related extent, and only to the extent, (i) related to the failure Omnibus Agreement and the Throughput Agreement, and only for so long as SemGroup continues to pay Rent provide services in accordance with the Omnibus Agreement, or (ii) related to the Borrower’s or a Guarantor’s exercise of set-off rights, withholding of payment or services or exercise of lien rights (such Defaults and Events of Default, collectively, the “Material Contract Defaults”); and
(d) any Default or Event of Default arising under subsection (ii) of clause (e) of Section 8.01 of the Credit Agreement (such Defaults and Events of Default, collectively, the “Swap Default”), provided that no Event of Default shall have occurred and be continuing under clause (n) of Section 8.01 of the Credit Agreement; for the period of time (the “Forbearance Period”) commencing on the Effective Date (as defined in herein defined) and ending on that date (the Master Lease)“Forbearance Termination Date”) which is the earliest to occur of (i) December 11, 2008, (ii) notwithstanding Section 4.4 the occurrence of any Default or Event of Default, other than the Master LeaseSpecified Defaults, the failure to deposit Reporting Default, the Material Contract Defaults or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior to the termination of this AgreementSwap Default, and (iii) the failure to make capital expenditures required by after the Master Lease, (iv) the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) date hereof of the Master Lease as a result Loan Parties to comply with any of the transactions and other actions contemplated by terms of this Agreement. Such forbearance shall automatically, (v) and without action, notice, demand or any “Event other occurrence, expire on and as of Default” the Forbearance Termination Date, except that, with respect to an event arising under clause clauses (ii) or (iii) (excluding any Default or Event of Section 16.1(l) of the Master Lease Default resulting from the failure of the Debtor Loan Parties to make any payment due under pay principal, interest or fees), notwithstanding anything contained herein to the Guarantycontrary, the Forbearance Termination Date shall be the earlier to occur of (vix) five Business Days after the event and (y) the 2017 default under and acceleration date on which the Administrative Agent, on direction of amounts owing under the Required Lenders, advises the Borrower that certain Credit Agreement, dated the Forbearance Termination Date has occurred. Except as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLCexpressly provided in this Section 3, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agentthe Lenders reserve the right to exercise all of their rights and remedies under the Credit Agreement and the other Loan Documents. Upon the occurrence of the Forbearance Termination Date, the Administrative Agent and the Lenders shall be free in their sole and absolute discretion, and X.X. Xxxxxx Securities Inc.without the need for further notice of such Forbearance Termination Date, Credit Suisse Securities (USA) LLC to proceed to enforce any or all of their rights and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); remedies under or (vii) the failure in respect of the Debtor to make any payment due under Credit Agreement and the Guarantyother Loan Documents and applicable Law, includingincluding without limitation, in each casethose credit termination, acceleration, enforcement and other rights and remedies arising by delivering a notice virtue of default under the Master Leaseoccurrence of the Specified Defaults, terminating the Master LeaseReporting Default, declaring an “Event of the Material Contract Defaults or the Swap Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in property.
Appears in 1 contract
Samples: Forbearance Agreement and Amendment to Credit Agreement (SemGroup Energy Partners, L.P.)
Forbearance. From (a) In consideration for, and subject to, compliance by the Obligors with the terms and conditions of this Agreement, Lender hereby agrees to forbear from exercising its rights and remedies under the Loan Documents (except as set forth in Paragraph 7 below) and applicable law as a result of the occurrence of the Existing Events of Default until the occurrence of a Termination Event (as such term is defined below). This forbearance is given as a one time accommodation by Lender to the Obligors and nothing contained herein shall require Lender to waive any Default or Event of Default or forbear from exercising any of its rights or remedies with respect to the occurrence of any other Default or Event of Default existing on the effective date of this Agreement until or occurring after the earlier of the Closing Date or termination effective date of this Agreement in accordance with ARTICLE VII hereofAgreement.
(b) For purposes of this Agreement, Parent agrees a "Termination Event" shall mean ------------------ the earliest to forbear from bringing suit or exercising remedies under the Guaranty, the Master Lease or Agreements Regarding Subleases arising out occur of or related to (i) four weeks from the failure to pay Rent (as defined in the Master Lease)Accommodation Overadvance Funding Date, (ii) notwithstanding Section 4.4 April 24, 2009, and (iii) any one or more of the Master Lease, following:
(A) the failure to deposit or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior Obligors to comply with the termination terms, covenants, agreements and conditions of this Agreement, ;
(iiiB) the failure to make capital expenditures required by the Master Lease, any representation or warranty made herein shall be incorrect in any material respect;
(ivC) the occurrence of any “Event of Default” described in Default under the Credit Agreement, other than (i) the Existing Events of Default or (ii) breach by Obligors of their obligation pursuant to Section 16.1(g) or Section 16.1(h6.1(a) of the Master Lease Credit Agreement to deliver audited year end annual financial statements for the fiscal year ending December 31, 2008 within 90 days of the end of such fiscal year;
(D) Obligors shall fail to employ a CRO (as defined below) throughout the Forbearance Period;
(E) in the Lender's discretion, it determines that Parent is no longer actively pursuing a Liquidity Transaction;
(F) Obligors shall fail to deliver their quarterly financial statements for the fiscal quarter ending December 31, 2008 required by Section 6.1(b) of the Credit Agreement on or before April 1, 2009;
(G) Obligors shall fail to deliver their monthly financial statements for the months ending January 31, 2009 and February 28, 2009, as required by Section 6.1(c) of the Credit Agreement, on or before April 15, 2009; and
(H) Any Person, other than Lender, shall exercise its rights and remedies against the Obligors as a result of defaults or events of defaults arising under any agreement between Obligors and such Person due to cross-defaults arising from the transactions Existing Events of Default.
(c) Upon the occurrence of a Termination Event, Lender's agreement to forbear from exercising its rights and remedies under the Loan Documents and applicable law shall automatically terminate, with or without notice to the Obligors.
(d) Nothing in this paragraph 2 shall be deemed a waiver by Lender of the Existing Events of Default or of future compliance by the Obligors with the covenants set forth above or otherwise set forth in the Loan Documents.
(e) This Agreement is written without prejudice as to the rights of Lender to pursue any and all remedies available to Lender pursuant to the Loan Documents, at law and in equity, upon the occurrence of a Termination Event. This Agreement shall not constitute a waiver or modification of any of Lender's rights and remedies, the Existing Events of Default, any other actions contemplated by this Agreement, (v) any “Default or Event of Default” Default under clause (ii) of Section 16.1(l) the Loan Documents, or any of the Master Lease resulting from terms, conditions, warranties, representations or covenants contained in the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure of the Debtor to make any payment due under the Guaranty, including, in each case, by delivering a notice of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in propertyLoan Documents.
Appears in 1 contract
Samples: Forbearance Agreement (Ronson Corp)
Forbearance. From (a) During the Second Forbearance Period, and provided that no Forbearance Default occurs, the Lender shall not exercise those rights and remedies afforded to it under the Loan Agreement and the other Loan Documents with respect to the Specific Events of Default to (a) accelerate and/or immediately enforce payment in full of the Obligations or enforce payment of any part of the Obligations in advance of the date of this Agreement until the earlier of the Closing Date or termination of this Agreement such Obligations shall be due and payable in accordance with ARTICLE VII hereofthe terms of the Loan Agreement, Parent agrees (b) exercise its rights to forbear from bringing suit terminate the Leases; or exercising remedies under the Guaranty(c) enforce its security interests in, and liens on, the Master Lease or Agreements Regarding Subleases arising out of or related to Collateral, provided, that (i) no Creditor Party has exercised or taken action to assert any adverse claims (including any litigation) with respect to any part of the failure Collateral, any Vessel or any equipment leased pursuant to pay Rent (as defined in the Master Lease), Leases; (ii) notwithstanding Section 4.4 Credit Parties comply with all of their covenants and agreements set forth in this Forbearance Agreement; (iii) no other Event of Default occurs during the Master Lease, Second Forbearance Period; and (iv) no Credit Party or Affiliate receives any Restricted Payment or other proceeds or distribution from the failure to deposit or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease Borrower's business prior to the termination full and indefeasible payment of the Obligations to the Lender, except as expressly permitted by this Forbearance Agreement.
(b) In consideration of the Lender's agreement to forbear on the terms and conditions set forth herein, (iii) the failure Credit Parties hereby agree that the full Forbearance Balance shall be deemed to make capital expenditures required be increased by the Master Leasesum of One Hundred Seventy-Three Thousand Six Hundred Eighty-Seven and 39/100 Dollars ($173,687.39) as a forbearance fee, (iv) which shall be deemed fully earned by the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) Lender and shall constitute a portion of the Master Lease as Obligations secured by the Collateral. The Credit Parties hereby grant to Lender a result security interest in and lien on the Collateral securing the full payment of the transactions and other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure of the Debtor to make any payment due under the Guaranty, including, in each case, by delivering a notice of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in propertysuch forbearance fee.
Appears in 1 contract
Samples: Forbearance Agreement (International Thoroughbred Breeders Inc)
Forbearance. From During the period (the “Forbearance Period”) commencing on the Forbearance Effective Date (as defined herein) and ending on the date (the “Forbearance Termination Date”) which is the earliest to occur of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with ARTICLE VII hereof(a) May 15, Parent agrees to forbear from bringing suit or exercising remedies under the Guaranty2019, the Master Lease or Agreements Regarding Subleases arising out of or related to (ib) the failure to pay Rent meet any Milestone (as defined in Section 8 hereof); (c) the occurrence of any Default or Event of Default under the Credit Agreement (other than the Specified Defaults), (d) the failure of the Borrower to comply with any of the requirements of Section 6 or Section 7 hereof, (e) the acceleration of the 9.125% Senior Notes due 2020 (the “Notes”) issued pursuant to that certain Indenture dated as of March 23, 2012 (the “Notes Indenture”) by and among the Borrower, the guarantors party thereto, and U.S. Bank National Association, as trustee (in such capacity, the “Notes Trustee”), or (f) any action by the Notes Trustee and/or any holder of Notes to exercise rights or remedies pursuant to the Notes Indenture after an Event of Default (as defined in the Master LeaseNotes Indenture), the Required Lenders hereby forbear from enforcement of:
(a) the requirement of Section 6.01(a) of the Credit Agreement that the report and opinion of Ernst & Young, KPMG or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders delivered with respect to the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of the fiscal year ended December 31, 2018, and the related consolidated statement of income or operations, and consolidated statement of changes in shareholders’ equity, and cash flows for such fiscal year, not include an explanatory paragraph expressing substantial doubt about the ability of the Borrower or any Loan Party to continue as a going concern or any qualification or exception as to the scope of such audit;
(b) any Default or Event of Default under Section 8.01(b) of the Credit Agreement, resulting from the Consolidated Senior Secured Eligible RMR Leverage Ratio exceeding the limit specified in Section 7.11(c) of the Credit Agreement as of the fiscal quarter ended March 31, 2019 (the “Financial Covenant Default”); and
(c) any Default or Event of Default under Section 8.01(e) of the Credit Agreement, resulting from the Borrower’s failure to make the interest payment due on April 1, 2019 under the Senior Unsecured Notes. Upon the Forbearance Termination Date, (i) the forbearance set forth in this Section 4 of this Forbearance shall terminate automatically and be of no further force or effect, and (ii) notwithstanding Section 4.4 subject to the terms of the Master LeaseLoan Documents and applicable law, the failure Administrative Agent and each Lender shall be free in its sole and absolute discretion, without limitation, to deposit proceed to enforce any or pay any amounts required to be deposited pursuant to Section 4.4 all of its rights and remedies set forth in the Credit Agreement, the other Loan Documents and applicable law. In furtherance of the Master Lease prior to the termination of this Agreementforegoing, (iii) the failure to make capital expenditures required by the Master Lease, (iv) and notwithstanding the occurrence of the Forbearance Effective Date, each Loan Party acknowledges and confirms that, subject to the Forbearance, all rights and remedies of the Administrative Agent and the Lenders under the Loan Documents and applicable law with respect to the Borrower or any “other Loan Party shall continue to be available to the Administrative Agent and the Lenders. For the avoidance of doubt, each Loan Party acknowledges and confirms that the agreement of the Administrative Agent and the Lenders signatory hereto temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including, without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. The parties hereto agree that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that the Administrative Agent or any Lender may be entitled to take or bring in order to enforce its rights and remedies against the Borrower or any other Loan Party are, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period. For the avoidance of doubt, no grace period or period required for a Default to mature or become an Event of Default” described in Default shall be tolled or suspended by this Forbearance.”
(b) Section 16.1(g) or Section 16.1(h8(b) of the Master Lease Forbearance Agreement is replaced in its entirety and further amended as a result of the transactions and other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure of the Debtor to make any payment due under the Guaranty, including, in each case, by delivering a notice of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in property.follows:
Appears in 1 contract
Forbearance. From During the period (the “Forbearance Period”) commencing on the date hereof and ending on the date of this Agreement until any Forbearance Default (as defined below), and subject to the earlier satisfaction of the Closing Date or termination of this Agreement conditions set forth in accordance with ARTICLE VII Section 2 hereof, Parent agrees to the Agents and the Lenders will forbear from bringing suit or exercising their rights and remedies under the Guaranty, Credit Agreement and the Master Lease or Agreements Regarding Subleases arising out of or related other Loan Documents solely with respect to the Existing Defaults. “Forbearance Default” shall mean: (i) an Event of Default (other than the failure to pay Rent (as defined in the Master LeaseExisting Defaults), (ii) notwithstanding Section 4.4 the failure of either Borrower to keep or perform any of the Master Lease, the failure to deposit covenants or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior agreements contained herein providing for a payment or prepayment to the termination of this AgreementAgents or the Lenders, (iii) the failure of either Borrower to make capital expenditures required by keep or perform any of the Master Leasecovenants or agreements contained herein (other than those referred to in clause (ii) above) two Business Days after the date the Borrowers receive written notice from an Agent of any such failure (the “Notice Period”), provided that in the event any such failure is remedied within the Notice Period, such failure shall not constitute a Forbearance Default, (iv) the occurrence any representation or warranty of either Borrower herein shall be incorrect when made or deemed made in any “Event of Default” described in Section 16.1(g) or Section 16.1(h) of the Master Lease as a result of the transactions and other actions contemplated by this Agreementmaterial respect, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from U.S. Borrower and LHPG shall not have filed the failure of the Debtor to make any payment due under the GuarantyDisclosure Statement and Plan by February 28, 2002, (vi) the 2017 default under U.S. Borrower and acceleration LHPG file, propound or otherwise support any plan of amounts owing under that certain Credit Agreementreorganization other than the Plan or other creditors of the U.S. Borrower or of LHPG file any plan of reorganization other than the Plan in accordance with Section 1121(c) of the Bankruptcy Code, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure Plan is modified or replaced such that it (or any such replacement) at any time is not consistent in all material respects with the Senior Debt Term Sheet, (viii) the definitive documentation for the Plan and Disclosure Statement provides, or is modified to provide, for any terms that are not consistent in all material respects with the Senior Debt Term Sheet, (ix) the U.S. Borrower or LHPG shall withdraw or revoke the Plan or the U.S. Borrower or LHPG shall publicly announce its intention not to pursue the Plan, (x) an examiner with expanded powers or a trustee shall have been appointed or elected in the Chapter 11 Case, the Chapter 11 Case shall have been converted to a case under chapter 7 of the Debtor to make any payment due under Bankruptcy Code, or the Guaranty, including, in each case, Chapter 11 Case shall have been dismissed by delivering a notice order of default under the Master Lease, terminating Bankruptcy Court for the Master Lease, declaring an “Event District of Default” under the Master Lease or exercising Delaware and (xi) any other right event shall occur, the effect or remedy under result of which, is the Master Lease and/or termination of any of the Forbearance and Lock-Up Agreements Regarding Subleases against dated as of November 19, 2001 among the Debtor or its direct U.S. Borrower, LHPG and indirect Subsidiaries and, with respect to each, their property and interests in propertythe “Consenting Holder” party thereto.
Appears in 1 contract
Forbearance. From During the period (the “Forbearance Period”) commencing on the Forbearance Effective Date (as defined herein) and ending on the date (the “Forbearance Termination Date”) which is the earliest to occur of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with ARTICLE VII hereof(a) May 10, Parent agrees to forbear from bringing suit or exercising remedies under the Guaranty2019, the Master Lease or Agreements Regarding Subleases arising out of or related to (ib) the failure to pay Rent meet any Milestone (as defined in Section 8 hereof); (c) the occurrence of any Default or Event of Default under the Credit Agreement (other than the Specified Defaults), (d) the failure of the Borrower to comply with any of the requirements of Section 6 or Section 7 hereof, (e) the acceleration of the 9.125% Senior Notes due 2020 (the “Notes”) issued pursuant to that certain Indenture dated as of March 23, 2012 (the “Notes Indenture”) by and among the Borrower, the guarantors party thereto, and U.S. Bank National Association, as trustee (in such capacity, the “Notes Trustee”), or (f) any action by the Notes Trustee and/or any holder of Notes to exercise rights or remedies pursuant to the Notes Indenture after an Event of Default (as defined in the Master LeaseNotes Indenture), the Required Lenders hereby forbear from enforcement of:
(a) the requirement of Section 6.01(a) of the Credit Agreement that the report and opinion of Ernst & Young, KPMG or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders delivered with respect to the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of the fiscal year ended December 31, 2018, and the related consolidated statement of income or operations, and consolidated statement of changes in shareholders’ equity, and cash flows for such fiscal year, not include an explanatory paragraph expressing substantial doubt about the ability of the Borrower or any Loan Party to continue as a going concern or any qualification or exception as to the scope of such audit;
(b) any Default or Event of Default under Section 8.01(b) of the Credit Agreement, resulting from the Consolidated Senior Secured Eligible RMR Leverage Ratio exceeding the limit specified in Section 7.11(c) of the Credit Agreement as of the fiscal quarter ended March 31, 2019 (the “Financial Covenant Default”); and
(c) any Default or Event of Default under Section 8.01(e) of the Credit Agreement, resulting from the Borrower’s failure to make the interest payment due on April 1, 2019 under the Senior Unsecured Notes. Upon the Forbearance Termination Date, (i) the forbearance set forth in this Section 4 of this Forbearance shall terminate automatically and be of no further force or effect, and (ii) notwithstanding Section 4.4 subject to the terms of the Master LeaseLoan Documents and applicable law, the failure Administrative Agent and each Lender shall be free in its sole and absolute discretion, without limitation, to deposit proceed to enforce any or pay any amounts required to be deposited pursuant to Section 4.4 all of its rights and remedies set forth in the Credit Agreement, the other Loan Documents and applicable law. In furtherance of the Master Lease prior to the termination of this Agreementforegoing, (iii) the failure to make capital expenditures required by the Master Lease, (iv) and notwithstanding the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) the Forbearance Effective Date, each Loan Party acknowledges and confirms that, subject to the Forbearance, all rights and remedies of the Master Lease as a result of the transactions and other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agentthe Lenders under the Loan Documents and applicable law with respect to the Borrower or any other Loan Party shall continue to be available to the Administrative Agent and the Lenders. For the avoidance of doubt, each Loan Party acknowledges and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by confirms that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure agreement of the Debtor Administrative Agent and the Lenders signatory hereto temporarily to make forbear shall not apply to nor preclude any payment due remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under the Guarantyany bankruptcy or insolvency law, including, without limitation, to any relief in each caserespect of adequate protection or relief from any stay imposed under such law. The parties hereto agree that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that the Administrative Agent or any Lender may be entitled to take or bring in order to enforce its rights and remedies against the Borrower or any other Loan Party are, to the fullest extent permitted by delivering law, tolled and suspended during the Forbearance Period. For the avoidance of doubt, no grace period or period required for a notice of default under the Master Lease, terminating the Master Lease, declaring Default to mature or become an “Event of Default” under the Master Lease Default shall be tolled or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in propertysuspended by this Forbearance.”
Appears in 1 contract
Samples: Forbearance Agreement (Monitronics International Inc)
Forbearance. From (a) Each Lender hereby agrees to forebear from exercising or enforcing any contractual, legal or equitable rights or remedies (including, but not limited to, exercising any creditor remedies) arising under or related to the Transaction Documents or Collateral Documents from the Dismissal Date (defined in section 8 below) until the earliest of the following to occur (each a “Standstill Expiration Event”):
(i) June [___], 2008, which may be extended with the prior written consent of all Lenders in their sole discretion; 2
(ii) 180 days from the Dismissal Date, which may be extended with the prior written consent of all Lenders in their sole discretion;
(iii) final consummation of all aspects of the restructuring (as determined by the Lenders holding 66 2/3% of the aggregate principal amount of the Notes (the “Required Lenders”) in their sole discretion);
(iv) any of the following events occur: 1 Insert date that is 5 calendar days after execution of this Agreement. 2 Insert date that 225 days from the execution of this Agreement.
(1) prior to the Restructuring Consummation Deadline (as defined in section 3(a)(iv)(5) below), either (x) an order for relief is entered in a case under the Bankruptcy Code with respect to EBOF or any Subsidiary, or (y) an involuntary bankruptcy petition is filed against either EBOF or any Subsidiary and such petition is not dismissed on or before sixty (60) days after the date such petition is filed;
(2) failure of EBOF to execute security documents (in form and substance acceptable to the Required Lenders as determined by the Required Lenders in their sole discretion) sufficient to provide the Lenders with liens, subject only to any valid then-existing liens, on all of EBOF’s assets to secure EBOF’s obligations under the Confessions of Judgment and the Transaction Documents on or before ten (10) days after the Dismissal Date;
(3) failure of all Subsidiaries to execute security documents (in form and substance acceptable to the Required Lenders as determined by the Required Lenders in their sole discretion) in favor of the Lenders subject only to any valid then-existing liens, securing their respective obligations under the Subsidiary Guaranty on or before ten (10) days after the Dismissal Date;
(4) failure of EBOF and Subsidiaries to execute a term sheet with the material terms of a restructuring (in form and substance acceptable to the Required Lenders in their sole discretion) (the “Restructuring Term Sheet”) on or before thirty (30) days after the Dismissal Date;
(5) failure of EBOF and Subsidiaries to consummate the transactions contemplated in the Restructuring Term Sheet fully (as determined by the Required Lenders in their reasonable discretion) (“Restructuring Consummation Deadline”) on or before one hundred and twenty (120) days after the Dismissal Date;
(6) any action is commenced to void, avoid, invalidate, subordinate, recharacterize, reduce or recover (in whole or in part) any or all of the Collateral Documents, any claim of any of the Lenders under any of the Notes or any of the other Transaction Documents, any lien granted to secure any such claim or any obligation under any of the Collateral Documents or any of the Transaction Documents (including, without limitation, the actions described in sections 5(b) and (c) below), or any payment made in respect of such claim or obligation; and
(7) EBOF or any Subsidiary grants or permits to exist any lien not in existence as of the date of this Agreement until on any of its assets.
(b) The Required Lenders can waive a Standstill Expiration Event under section 3(a)(iv) (1)-(7) only by a writing signed by the earlier Required Lenders delivered to EBOF with written notice to all other Lenders.
(c) Any proceeds recovered by any Lender under any of the Closing Date or termination Collateral Documents shall be held by such other Lender in trust for the Pro Rata benefit of this Agreement in accordance with ARTICLE VII hereofthe other Lenders and distributed accordingly. The term “Pro Rata” shall mean, Parent agrees as to forbear from bringing suit or exercising remedies under the Guarantyany Lender, the Master Lease or Agreements Regarding Subleases arising out of or related to ratio determined by dividing (ix) the failure to pay Rent face amount of Notes then held by such Lender by (as defined in y) the Master Lease), (ii) notwithstanding Section 4.4 face amount of the Master Lease, the failure to deposit or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior to the Notes then held by all Lenders. This provision shall survive termination of this Agreement, (iii) the failure to make capital expenditures required by the Master Lease, (iv) the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) of the Master Lease as a result of the transactions and other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure of the Debtor to make any payment due under the Guaranty, including, in each case, by delivering a notice of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in property.
Appears in 1 contract
Samples: Interim Restructuring Agreement (Rg Capital Management Lp)
Forbearance. From Subject to the date of this Agreement until the earlier terms and conditions set forth herein, including, without limitation, Sections 1.02 and 1.03, each of the Closing Date Specified Senior Xxxxxxx hereby agrees that, prior to the Forbearance Termination Date, it shall not exercise or termination instruct the exercise of, and hereby instructs the Administrative Agent not to exercise, any of this Agreement in accordance with ARTICLE VII hereof, Parent agrees to forbear from bringing suit or exercising remedies the following remedies:
(a) Acceleration of amounts payable under the GuarantyLoan Documents by reason of any Specified Event of Default.
(b) Exercise of foreclosure or similar remedies in respect of collateral of Non-Debtor Obligors, to the Master Lease or Agreements Regarding Subleases arising out of or related to extent securing (i) obligations of Debtors under the failure Loan Documents or (ii) guarantees made by Non-Debtor Obligors of obligations of Debtors under the Loan Documents;
(c) Exercise of remedies under or in respect of guarantees made by Non- Debtor Obligors of obligations of Debtors under the Loan Documents;
(d) Exercise of any other remedy under the Loan Documents against any Non-Debtor Obligor occurring solely by reason of a Specified Event of Default; or
(e) Acceleration of the 2015 Notes or 2027 Notes (as such terms are defined in the Senior Credit Agreement) by reason of a Specified Event of Default, or exercise of any other remedy against any Non-Debtor Obligor in respect of the 2015 Notes or the 2027 Notes so long as regularly scheduled payments of principal and interest thereon are made when due; provided, however, that none of the foregoing shall restrict (i) any Finance Party party to pay Rent a Secured Hedge Agreement from designating an Early Termination Date (as defined in the Master Lease), (iisuch Secured Hedge Agreement) notwithstanding Section 4.4 of the Master Lease, the failure to deposit or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior to the termination of this Agreement, (iii) the failure to make capital expenditures required by the Master Lease, (iv) the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) of the Master Lease as a result of any of the transactions and other actions contemplated by this Agreement, (v) any “Event Specified Events of Default” under clause Default or (ii) of Section 16.1(l) of the Master Lease resulting ABN AMRO Bank, N.V. from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings cancelling its bilateral credit agreements or swap agreements (as such term is defined thereinin 11 U.S.C. 101 (53B), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as cowith any Non-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure of the Debtor to make any payment due under the Guaranty, includingObligor, in each case, by delivering case as a notice result of default under any of the Master Lease, terminating the Master Lease, declaring an “Event Specified Events of Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in property.
Appears in 1 contract
Samples: Forbearance Agreement
Forbearance. From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with ARTICLE VII hereof, Parent agrees to forbear from bringing suit or exercising remedies under the Guaranty, the Master Lease or Agreements Regarding Subleases arising out of or related to Provided: (i) the failure Obligors continue to pay Rent (as defined provide Documents to the DOJ, NRC, and ODEQ in the Master Lease), accordance with Paragraph 4 hereof; (ii) notwithstanding Section 4.4 of the Master Lease, Obligors meet the failure to deposit or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior to the termination of this Agreement, Conditions described in Paragraph 5 hereof; (iii) the failure Obligors continue to make capital expenditures required by negotiate the Master Leaseterms of a restructuring with the DOJ, NRC, and ODEQ in good faith; (iv) the occurrence of any “Event of Default” described Obligors fully and timely satisfy all obligations and covenants set forth in Section 16.1(g) or Section 16.1(h) of the Master Lease as a result of the transactions this Forbearance Agreement; and other actions contemplated by this Agreement, (v) no representation or warranty under this Agreement is false or inaccurate in any material respect, the DOJ, NRC, and ODEQ shall forbear until one year (366 days) from the Effective Date (the “Event of Default” Forbearance Period”) from exercising and enforcing their rights and remedies under clause (ii) of Section 16.1(l) the Funding Documents for full payment of the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreementthe Primary Note and the Secondary Note, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities including loans to Fansteel by FMRI from time to time parties thereto, JPMorgan Chase Bank, N.A.payments made under those Notes, as Administrative Agent and Collateral Agentmatured. The DOJ’s, NRC’s, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities ODEQ’s agreements to forbear hereunder shall cease immediately upon or at any time after the earlier of (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii1) the failure of the Debtor Obligors to make perform any payment due of the foregoing conditions (i)-(v) and the failure of the Obligors to cure such default within 5 days of receiving notice of such default, or (2) the failure of the Obligors to perform any of the foregoing conditions (i)-(v) and the passage of 60 days from the Effective Date, whereupon the DOJ, NRC, and ODEQ shall be under no further obligation so to forbear and immediately thereupon may exercise and enforce all of the DOJ’s, the NRC’s, and/or ODEQ’s rights and remedies under the GuarantyFunding Documents and/or at law. This Forbearance Agreement does not prevent DOJ, includingNRC, in each caseor ODEQ from seeking to enjoin any proposed sale on the grounds that such sale is inconsistent with the terms and conditions of Fansteel’s Plan of Reorganization or the Funding Documents issued pursuant to that Plan. Fansteel agrees to provide DOJ, by delivering a NRC and ODEQ with at least 60 days advance notice of default under the Master Leaseanticipated closing date of any proposed sale of any stock or assets of Fansteel. Nothing herein shall preclude the commencement of any action by the United States or ODEQ to protect the public health, terminating welfare, or the Master Lease, declaring an “Event environment with or without provision of Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in propertyadvance notice.
Appears in 1 contract
Samples: Forbearance Agreement
Forbearance. From During the period (the “Forbearance Period”) commencing on the Forbearance Effective Date (as defined herein) and ending on the date (the “Forbearance Termination Date”) which is the earliest to occur of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with ARTICLE VII hereof(a) May 17, Parent agrees to forbear from bringing suit or exercising remedies under the Guaranty2019, the Master Lease or Agreements Regarding Subleases arising out of or related to (ib) the failure to pay Rent meet any Milestone (as defined in Section 8 hereof); (c) the occurrence of any Default or Event of Default under the Credit Agreement (other than the Specified Defaults), (d) the failure of the Borrower to comply with any of the requirements of Section 6 or Section 7 hereof, (e) the acceleration of the 9.125% Senior Notes due 2020 (the “Notes”) issued pursuant to that certain Indenture dated as of March 23, 2012 (the “Notes Indenture”) by and among the Borrower, the guarantors party thereto, and U.S. Bank National Association, as trustee (in such capacity, the “Notes Trustee”), or (f) any action by the Notes Trustee and/or any holder of Notes to exercise rights or remedies pursuant to the Notes Indenture after an Event of Default (as defined in the Master LeaseNotes Indenture), the Required Lenders hereby forbear from enforcement of:
(a) the requirement of Section 6.01(a) of the Credit Agreement that the report and opinion of Ernst & Young, KPMG or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders delivered with respect to the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of the fiscal year ended December 31, 2018, and the related consolidated statement of income or operations, and consolidated statement of changes in shareholders’ equity, and cash flows for such fiscal year, not include an explanatory paragraph expressing substantial doubt about the ability of the Borrower or any Loan Party to continue as a going concern or any qualification or exception as to the scope of such audit;
(b) any Default or Event of Default under Section 8.01(b) of the Credit Agreement, resulting from the Consolidated Senior Secured Eligible RMR Leverage Ratio exceeding the limit specified in Section 7.11(c) of the Credit Agreement as of the fiscal quarter ended March 31, 2019 (the “Financial Covenant Default”); and
(c) any Default or Event of Default under Section 8.01(e) of the Credit Agreement, resulting from the Borrower’s failure to make the interest payment due on April 1, 2019 under the Senior Unsecured Notes. Upon the Forbearance Termination Date, (i) the forbearance set forth in this Section 4 of this Forbearance shall terminate automatically and be of no further force or effect, and (ii) notwithstanding Section 4.4 subject to the terms of the Master LeaseLoan Documents and applicable law, the failure Administrative Agent and each Lender shall be free in its sole and absolute discretion, without limitation, to deposit proceed to enforce any or pay any amounts required to be deposited pursuant to Section 4.4 all of its rights and remedies set forth in the Credit Agreement, the other Loan Documents and applicable law. In furtherance of the Master Lease prior to the termination of this Agreementforegoing, (iii) the failure to make capital expenditures required by the Master Lease, (iv) and notwithstanding the occurrence of the Forbearance Effective Date, each Loan Party acknowledges and confirms that, subject to the Forbearance, all rights and remedies of the Administrative Agent and the Lenders under the Loan Documents and applicable law with respect to the Borrower or any “other Loan Party shall continue to be available to the Administrative Agent and the Lenders. For the avoidance of doubt, each Loan Party acknowledges and confirms that the agreement of the Administrative Agent and the Lenders signatory hereto temporarily to forbear shall not apply to nor preclude any remedy available to the Administrative Agent or the Lenders in connection with any proceeding commenced under any bankruptcy or insolvency law, including, without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law. The parties hereto agree that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that the Administrative Agent or any Lender may be entitled to take or bring in order to enforce its rights and remedies against the Borrower or any other Loan Party are, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period. For the avoidance of doubt, no grace period or period required for a Default to mature or become an Event of Default” described in Default shall be tolled or suspended by this Forbearance.”
(b) Section 16.1(g) or Section 16.1(h8(b) of the Master Lease Forbearance Agreement is replaced in its entirety and further amended as a result of the transactions and other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure of the Debtor to make any payment due under the Guaranty, including, in each case, by delivering a notice of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in property.follows:
Appears in 1 contract
Samples: Forbearance Agreement (Monitronics International Inc)
Forbearance. From the date of So long as this Agreement until shall remain in effect and subject to the earlier continued satisfaction of all material terms and conditions of the Closing Date or termination of this Agreement Term Sheet, each Consenting Holder hereby severally agrees to forebear (and where necessary cause the forbearance, including by giving all necessary instructions to the Old Notes Trustee and/or Administrative Agent in accordance with ARTICLE VII hereof, Parent agrees the Indenture and/or Existing Senior Credit Agreement) during the period commencing on the date hereof and ending on the earliest to forbear from bringing suit or exercising remedies under the Guaranty, the Master Lease or Agreements Regarding Subleases arising out of or related to occur of: (ia) the failure to pay Rent Effective Date (as defined in the Master LeaseTerm Sheet) (it being understood that such forbearance applies to any defaults caused solely by the commencement of the Chapter 11 Case filed to implement the Financial Restructuring); (b) the date on which the obligations of the Consenting Holders hereunder are terminated pursuant to SECTION 9 hereof; or (c) the date on which any action against the Debtor, any Consenting Holder or any Equity Released Party (as defined in the Term Sheet) in respect of any Equityholder Released Claim (as defined in the Term Sheet) is commenced in any court:
(1) in the case of any Old Notes comprising all or part of the Relevant Claim of such Consenting Holder, from (x) exercising any rights or remedies it may have under the Indenture and all related documents, applicable law, or otherwise, (including, without limitation, the filing of an involuntary petition against the Company), with respect to any existing default as of the date hereof and including, without limitation, any default that has arisen or event of default that may arise from the Company's failure to pay interest on the principal amount of the Old Notes that was due and payable on May 1, 2002 under the Indenture and all related documents; and (y) commencing any action in any court against the Debtor, any Equity Released Party or any Consenting Holder in respect of any Equity Released Claim (as defined in the Term Sheet); and
(2) in the case of any Existing Senior Debt comprising all or part of the Relevant Claim of such Consenting Holder, from (a) exercising any rights and remedies it may have under the Existing Senior Credit Agreement and all related documents, applicable law and otherwise against the Debtor or the Non-Filing Subsidiaries with respect to any existing Default or Event of Default (each as defined in the Existing Senior Credit Agreement) as of the date of hereof, and after the date hereof (x)(i) any Default or Event of Default arising under Section 9.03(a) of the Existing Senior Credit Agreement as a result of Holdings failure to comply with Section 8.10 or 8.11 of the Existing Senior Credit Agreement, (ii) notwithstanding any Default or Event of Default arising under Section 4.4 9.03(b) of the Master Lease, the Existing Senior Credit Agreement as a result of Holdings failure to deposit or pay any amounts required to be deposited pursuant to deliver the certification by independent certified public accountants described in Section 4.4 7.01(c) of the Master Lease prior Existing Senior Credit Agreement with respect to the termination annual financial statements of this AgreementHoldings' and its subsidiaries for the years ending December 31, 2000 and December 31, 2001 and (iii) the failure to make capital expenditures required by the Master Lease, (iv) the occurrence of any “Default or Event of Default” described in Default arising under Section 16.1(g) or Section 16.1(h) 9.04 of the Master Lease Existing Senior Credit Agreement as a result of the transactions failure of DBI (I) to pay interest on the Old Notes or (II) to file with the SEC and other actions contemplated by this Agreementthe Notes Trustee, (v) any “Event of Default” under clause (ii) of pursuant to Section 16.1(l) 4.08 of the Master Lease resulting from Indenture, annual reports on Form 10K for the failure years ending December 31, 2000 and December 31, 2001 and quarterly reports on Form 10Q for the quarters ending March 31, 2001, June 30, 2001, September 30, 2001 and March 31, 2002 (it being understood that such forbearance under the Existing Senior Credit Agreement applies to any defaults (subject to the terms and conditions of the Debtor Fourth Amendment to make the Existing Senior Credit Agreement (as defined below)) caused solely by the commencement of the Chapter 11 Case filed to implement the Financial Restructuring) and (b) commencing any payment due action in any court against the Debtor, any Equity Released Party or any Consenting Holder in respect of any Equity Released Claim; and
(3) in the case of any B Revolving Loan comprising all or part of the Relevant Claim of such Consenting Holder, from exercising any rights and remedies it may have on account of the B Revolving Loans, subject to and in accordance with the terms of Fourth Amendment to and Waiver under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Existing Senior Credit Agreement, Agreement dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 date hereof (the “XX Xxxxxx Credit Facility”"FOURTH AMENDMENT"); or (vii) the failure of the Debtor to make any payment due under the Guaranty, including, in each case, by delivering a notice of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in property.
Appears in 1 contract
Samples: Lock Up, Voting and Consent Agreement (Dade Behring Holdings Inc)
Forbearance. From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with ARTICLE VII hereof, Parent 1. Lessor agrees to forbear from bringing suit or exercising the exercise of its rights and remedies under the GuarantyLease and under applicable law arising from the Defaults from the Effective Date until July 1, 2004 (the Master Lease or Agreements Regarding Subleases arising out of or related to (i) "Forbearance Period"). During the failure to pay Rent ------------------ Forbearance Period, and provided that no Forbearance Default (as defined in below) occurs and all other terms of this Agreement are satisfied, Lessor agrees that it will not accelerate the Master Lease), (ii) notwithstanding Section 4.4 obligations owed for the term of the Master Lease, Lease or the failure Existing Obligations (as defined below) owed to deposit or pay any amounts required to be deposited pursuant to Section 4.4 of Lessor and declare all such obligations immediately due and payable under the Master Lease prior to the termination of this Agreement, (iii) the failure to make capital expenditures required by the Master Lease, (iv) the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) of the Master Lease as a result of the transactions Defaults; and
2. For so long as Lessee complies with the payment and other actions contemplated by performance obligations under this Agreement, during the Forbearance Period the Lease shall be deemed modified as follows:
(va) any “Event of Default” under clause (ii) of Section 16.1(l) The space occupied by Lessee shall be deemed to be 10,000 square feet of the Master original Leased Premises;
(b) From the Effective Date until the first anniversary thereof, Lessee's monthly payments due to Lessor shall consist of the monthly amounts set forth in "EXHIBIT B" hereto; and ---------
(c) After the first anniversary of the Effective Date, the monthly payment amounts set forth in EXHIBIT B shall be recalculated (based upon the amounts set forth in Exhibit B) as originally provided in the Lease.
3. During the Forbearance Period, Lessor may, at its sole option, (a) require that Lessee consolidate its operations into a space that Lessor shall designate within the Leased Premises, requiring that Lessee enter into an amendment to the Lease resulting from for such substitute space, or (b) require that Lessee vacate the Leased Premises upon sixty (60) days' notice to Lessee upon the re-leasing of the Leased Premises to a replacement tenant; provided, however, that during such sixty (60) day notice period, Lessee shall permit Lessor and Lessor's agents and contractors to enter into the Leased Premises for the purposes of conducting inspections or construction of the Leased Premises to the specifications of such replacement tenant. Such relocation or termination shall not affect the liabilities of Lessee except as set forth otherwise herein or in the Note.
4. Lessor's forbearance provided for herein shall automatically terminate and cease to be of force and effect, upon or after the occurrence of the failure of Lessee to comply with any of the Debtor to make any payment due conditions described in this Agreement (including defaults under the GuarantyLease after the date hereof, (viother than with respect to payment of rent) or in the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure of the Debtor to make any payment due under the GuarantyNote, including, without limitation, at any time, default in each caseany payment of the amounts set forth in Section 2(b) or 2(c) above (individually and collectively, by delivering a notice of default referred to hereinafter as the "Forbearance Defaults"), and thereafter, Lessor may exercise all rights and -------------------- remedies under the Master Lease and applicable law, including, without limitation, the right to immediately accelerate the obligations thereunder and declare all amounts owed by Lessee to Lessor under the Lease and the Note immediately due and payable.
5. Lessor's forbearance is subject to compliance by Lessee with all other terms and provisions of the Lease, terminating which terms shall continue to apply throughout the Master LeaseForbearance Period, declaring an “Event of Default” under and the Master Lease or exercising failure to comply with any such terms and provisions (other right or remedy under than those identified as a Default on the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect date hereof) shall also be deemed to each, their property and interests in property.be a
Appears in 1 contract
Samples: Forbearance Agreement (Sequiam Corp)
Forbearance. From (a) Each Lender hereby agrees to forebear from exercising or enforcing any contractual, legal or equitable rights or remedies (including, but not limited to, exercising any creditor remedies) arising under or related to the Transaction Documents or Collateral Documents from the Dismissal Date (defined in section 8 below) until the earliest of the following to occur (each a "STANDSTILL EXPIRATION EVENT"):
(i) June [__], 2008, which may be extended with the prior written consent of all Lenders in their sole discretion;(2)
(ii) 180 days from the Dismissal Date, which may be extended with the prior written consent of all Lenders in their sole discretion;
(iii) final consummation of all aspects of the restructuring (as determined by the Lenders holding 66 ?% of the aggregate principal amount of the Notes (the "REQUIRED LENDERS") in their sole discretion);
(iv) any of the following events occur:
(1) INSERT DATE THAT IS 5 CALENDAR DAYS AFTER EXECUTION OF THIS AGREEMENT.
(2) INSERT DATE THAT 225 DAYS FROM THE EXECUTION OF THIS AGREEMENT. DRAFT 11/09/2007
(1) prior to the Restructuring Consummation Deadline (as defined in section 3(a)(iv)(5) below), either (x) an order for relief is entered in a case under the Bankruptcy Code with respect to EBOF or any Subsidiary, or (y) an involuntary bankruptcy petition is filed against either EBOF or any Subsidiary and such petition is not dismissed on or before sixty (60) days after the date such petition is filed;
(2) failure of EBOF to execute security documents (in form and substance acceptable to the Required Lenders as determined by the Required Lenders in their sole discretion) sufficient to provide the Lenders with liens, subject only to any valid then-existing liens, on all of EBOF's assets to secure EBOF's obligations under the Confessions of Judgment and the Transaction Documents on or before ten (10) days after the Dismissal Date;
(3) failure of all Subsidiaries to execute security documents (in form and substance acceptable to the Required Lenders as determined by the Required Lenders in their sole discretion) in favor of the Lenders subject only to any valid then-existing liens, securing their respective obligations under the Subsidiary Guaranty on or before ten (10) days after the Dismissal Date;
(4) failure of EBOF and Subsidiaries to execute a term sheet with the material terms of a restructuring (in form and substance acceptable to the Required Lenders in their sole discretion) (the "RESTRUCTURING TERM SHEET") on or before thirty (30) days after the Dismissal Date;
(5) failure of EBOF and Subsidiaries to consummate the transactions contemplated in the Restructuring Term Sheet fully (as determined by the Required Lenders in their reasonable discretion) ("RESTRUCTURING CONSUMMATION DEADLINE") on or before one hundred and twenty (120) days after the Dismissal Date;
(6) any action is commenced to void, avoid, invalidate, subordinate, recharacterize, reduce or recover (in whole or in part) any or all of the Collateral Documents, any claim of any of the Lenders under any of the Notes or any of the other Transaction Documents, any lien granted to secure any such claim or any obligation under any of the Collateral Documents or any of the Transaction Documents (including, without limitation, the actions described in sections 5(b) and (c) below), or any payment made in respect of such claim or obligation; and
(7) EBOF or any Subsidiary grants or permits to exist any lien not in existence as of the date of this Agreement until on any of its assets.
(b) The Required Lenders can waive a Standstill Expiration Event under section 3(a)(iv) (1)-(7) only by a writing signed by the earlier Required Lenders delivered to EBOF with written notice to all other Lenders.
(c) Any proceeds recovered by any Lender under any of the Closing Date or termination Collateral Documents shall be held by such other Lender in trust for the Pro Rata benefit of this Agreement in accordance with ARTICLE VII hereofthe other Lenders and distributed accordingly. The term "PRO RATA" shall mean, Parent agrees as to forbear from bringing suit or exercising remedies under the Guarantyany Lender, the Master Lease or Agreements Regarding Subleases arising out of or related to ratio determined by dividing (ix) the failure to pay Rent face amount of Notes then held by such Lender by (as defined in y) the Master Lease), (ii) notwithstanding Section 4.4 face amount of the Master Lease, the failure to deposit or pay any amounts required to be deposited pursuant to Section 4.4 of the Master Lease prior to the Notes then held by all Lenders. This provision shall survive termination of this Agreement, (iii) the failure to make capital expenditures required by the Master Lease, (iv) the occurrence of any “Event of Default” described in Section 16.1(g) or Section 16.1(h) of the Master Lease as a result of the transactions and other actions contemplated by this Agreement, (v) any “Event of Default” under clause (ii) of Section 16.1(l) of the Master Lease resulting from the failure of the Debtor to make any payment due under the Guaranty, (vi) the 2017 default under and acceleration of amounts owing under that certain Credit Agreement, dated as of April 6, 2011, among Holdings (as defined therein), HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as co-Lead Arrangers and Joint Bookrunners, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2014 and that certain Second Amendment to Credit Agreement, dated as of May 6, 2015 (the “XX Xxxxxx Credit Facility”); or (vii) the failure of the Debtor to make any payment due under the Guaranty, including, in each case, by delivering a notice of default under the Master Lease, terminating the Master Lease, declaring an “Event of Default” under the Master Lease or exercising any other right or remedy under the Master Lease and/or Agreements Regarding Subleases against the Debtor or its direct and indirect Subsidiaries and, with respect to each, their property and interests in property.
Appears in 1 contract
Samples: Interim Restructuring Agreement (Sandell Asset Management Corp)
