Limited and Specific Waivers Clause Samples
Limited and Specific Waivers. On the Effective Date (as defined below), on the terms and subject to the conditions set forth in this Waiver and pursuant to and in accordance with the terms and conditions set forth in Section 10.5 of the Credit Agreement, the parties hereto hereby:
(a) waive and extend the date in clause (a) of the definition of “Maturity Date” in the Credit Agreement from December 7, 2020 to April 1, 2021;
(b) waive the application of clause (d) of the definition of “Maturity Date” in the Credit Agreement to the consummation of the OpCo Sale (as defined in the APA (as defined below));
(c) waive clause (i) of the definition of “Maturity Date”;
(d) (x) waive and extend the date in clause (l) of Section 5.13 of the Credit Agreement from December 7, 2020 to April 1, 2021 and (y) waive all other Milestones set forth in Section 5.13 of the Credit Agreement;
(e) waive any accrual of any interest on the Loans under the Credit Agreement from and after the Effective Date;
(f) waive and replace the requirement to provide and comply with the then-current Approved Budget with a requirement to provide and comply with the Interim Budget (as defined in the APA) (which Interim Budget shall be deemed to be the Approved Budget from and after the Effective Date and subject to the same terms regarding reporting and updates, subject to the Limited and Specific Waivers set forth in this Waiver); provided that (i) no reporting shall be required under Section 6.5(a) of the Credit Agreement (including, for the avoidance of doubt, the reporting required pursuant to Section 5.1(i)(y) of the Credit Agreement), (ii) commencing with the calendar month of December 2020, (x) each Professional Person (as defined in the DIP Order) shall provide an estimate of its Allowed Professional Fees (as defined in the DIP Order) projected to accrue for the following two-week or three-week period, as applicable, to be covered by the next Bi-Weekly Funded Reserve Amount (as defined in the DIP Order) (the “Projection Period”) at least five (5) Business Days before the 15th and last day of each calendar month and (y) each Professional Person whose projected fees and expenses for such Projection Period exceed an average of $100,000 per calendar week for such Projection Period shall also provide to Administrative Agent a detailed schedule of the work such Professional Person expects to perform during such Projection Period at least five (5) Business Days before the 15th and last day of each calendar month (it being unde...
Limited and Specific Waivers. On the Effective Date (as defined below), on the terms and subject to the conditions set forth in this Waiver and pursuant to and in accordance with the terms and conditions set forth in Section 10.5 of the Credit Agreement, the parties hereto (which, for the avoidance of doubt, includes the Supermajority Lenders) hereby waive:
1. any Default or Event of Default arising from the failure of the Credit Parties to satisfy the requirement set forth in Section 5.13(h) of the Credit Agreement that the Credit Parties and Administrative Agent shall have agreed upon a satisfactory Business Plan no later than July 14, 2020 (and/or any failure to provide notice of any such Default or Event of Default, including, for the avoidance of doubt, any such Default or Event of Default under Section 5.13(h) or Section 5.1(e) of the Credit Agreement);
2. the occurrence of a Toggle Event under clause (a) of the definition thereof due to the failure of the Supermajority Lenders to approve the Business Plan by July 15, 2020 (it being understood and agreed that no Toggle Event shall be deemed to have occurred) so long as the Supermajority Lenders approve the Business Plan at or prior to 11:59 p.m., New York City time, on July 31, 2020 (the failure of the Supermajority Lenders to approve the Business Plan by such deadline, the “First Toggle Event”);
3. the occurrence of a Toggle Event under clause (b) of the definition thereof due to the failure by the Credit Parties to obtain binding commitments for third-party financing (on terms satisfactory to Administrative Agent) necessary to finance the Business Plan approved by the Supermajority Lenders by August 15, 2020 (it being understood and agreed that no Toggle Event shall be deemed to have occurred) so long as the Credit Parties obtain binding commitments for third-party financing (on terms satisfactory to Administrative Agent) necessary to finance the Business Plan approved by the Supermajority Lenders at or prior to 11:59 p.m., New York City time, on August 30, 2020 (whether or not August 30, 2020 is a Business Day) (the failure of the Credit Parties to obtain such binding commitments by such deadline, the “Second Toggle Event”);
4. if the First Toggle Event shall not have occurred, but the Second Toggle Event shall have occurred, the requirement set forth in Section 5.13(i) of the Credit Agreement that the Credit Parties will (unless otherwise provided for in the RSA) have filed either (A) a motion seeking approval of a disclosure...