Limited Forbearance. (a) Each Lender party hereto hereby agrees to forbear, and hxxxxx instructs Agent to forbear, and the Agent agrees to forbear, in each case, from exercising any of the Rights and Remedies with respect to any Specified Default during the Forbearance Period (the “Limited Forbearance”). For the avoidance of doubt, during the Forbearance Period, each Lender party hereto agrees that it (individually or collectively) will not deliver any notice, instruction or request to the Agent, directing the Agent to exercise any of the Rights and Remedies against the Borrower with respect to any Specified Default and to take all actions necessary or reasonably desirable to prevent the Agent from exercising any of the Rights and Remedies with respect to any Specified Default. (b) The Limited Forbearance is limited in nature and is not intended, and shall not be deemed or construed (i) to constitute a waiver of any Specified Defaults or any other existing or future Defaults or Events of Default or compliance with any term or provision of the Loan Documents or applicable law or (ii) to establish a custom or course of dealing between the Borrower, on the one hand, and the Agent and/or any Lender, on the other hand. The Borrower acknowledges and agrees that the agreement of the Agent and the Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of any Specified Default and that, except as expressly set forth in this Agreement, the Agent and the Lenders expressly reserve all rights and remedies that the Agents and the Lenders have under any or all of the Loan Documents and applicable law in connection with all Defaults or Events of Default. (c) Upon the occurrence of a Termination Event or expiration of the Forbearance Period: (i) the Limited Forbearance and all agreements set forth in Section 3(a) of this Agreement shall terminate automatically and be of no further force or effect, and (ii) subject to the terms of the Loan Documents and applicable law, the Agent and each Lender shall be free to proceed to enforce any or all of its rights and remedies set forth in the Credit Agreement, the other Loan Documents and applicable law. For the avoidance of doubt, the Borrower acknowledges and confirms that the agreement of the Lenders and the Agent temporarily to forbear shall not apply to nor preclude any remedy available to the Agent or the Lenders in connection with any proceeding commenced voluntarily by the Company or its subsidiaries 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. (d) 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 Agent or any Lender may be entitled to take or bring in order to enforce its rights and remedies against the Borrower in respect of the Specified Defaults are, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period. (e) Execution of this Agreement constitutes a direction by the Lenders party hereto that the Agent act or forbear from acting in accordance with the terms of this Agreement until the termination or expiration of the Forbearance Period. (f) The Borrower understands and accepts the temporary nature of the Limited Forbearance provided hereby and that none of the Lenders party hereto and the Agent have given any assurances that they will extend such Limited Forbearance or provide waivers or amendments to the Credit Agreement or any other Loan Document other than those expressly provided for herein. (g) Nothing in this Agreement constitutes a legal obligation to participate in any restructuring or amendment of the Credit Agreement or to execute any related documents and no such legal obligation shall arise except pursuant to mutually agreeable executed definitive documentation.
Appears in 2 contracts
Samples: Forbearance Agreement (Mallinckrodt PLC), Forbearance Agreement (Mallinckrodt PLC)
Limited Forbearance. (a) Each Lender party hereto hereby agrees During the Forbearance Period, so long as no Forbearance Event of Default shall have occurred and be continuing and subject to forbear, strict compliance by Borrower with each and hxxxxx instructs Agent to forbear, every term and the Agent agrees to forbear, in condition of each case, from exercising any and every of the Rights Financing Agreements, Agent and Remedies with respect Lenders hereby agree that they shall forbear in the exercise of their rights, powers and remedies afforded under the Financing Agreements or at law or in equity or by statute, except that Agent specifically reserves its rights under section 3.5 of the Loan Agreement to any Specified Default during issue and deliver Redirection Notices and under section 2(b)(ii) of the Forbearance Period (the “Limited Forbearance”). For the avoidance of doubtSubordination to issue a Payment Blockage Notice, during the Forbearance Period, each Lender party hereto agrees that it (individually or collectively) will not deliver any notice, instruction or request to the Agent, directing the Agent to exercise any of the Rights and Remedies against the Borrower with respect to any Specified Default and to take all actions necessary or reasonably desirable to prevent the Agent from exercising any of the Rights and Remedies with respect to any Specified Default.
(b) . The Limited Forbearance is limited in nature and is not intended, and foregoing forbearance shall not be deemed or construed (i) to constitute a waiver impair the ability of any Specified Defaults or any other existing or future Defaults or Events of Default or compliance with any term or provision of the Loan Documents or applicable law or (ii) to establish a custom or course of dealing between the Borrower, on the one hand, and the Agent and/or any Lender, on the other hand. The Borrower acknowledges and agrees that the agreement of the Agent and the Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of any Specified Default and that, except as expressly set forth in this Agreement, the Agent and the Lenders expressly reserve all rights and remedies that the Agents and the Lenders have under any or all of the Loan Documents and applicable law in connection with all Defaults or Events of Default.
(c) Upon the occurrence of a Termination Event or expiration of the Forbearance Period: (i) the Limited Forbearance and all agreements set forth in Section 3(a) of this Agreement shall terminate automatically and be of no further force or effect, and (ii) subject to the terms of the Loan Documents and applicable law, the Agent and each Lender shall be free to proceed to enforce any such rights, powers or all remedies after the Forbearance Period regardless of its rights and remedies set forth in the Credit Agreement, the other Loan Documents and applicable law. For the avoidance of doubt, the Borrower acknowledges and confirms that the agreement of the Lenders and the Agent temporarily whether or not such enforcement relates to forbear shall not apply to nor preclude any remedy available to the Agent actions taken or the Lenders in connection with any proceeding commenced voluntarily by the Company or its subsidiaries 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.
(d) 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 Agent or any Lender may be entitled to take or bring in order to enforce its rights and remedies against the Borrower in respect of the Specified Defaults are, to the fullest extent permitted by law, tolled and suspended payments received during the Forbearance Period.
(eb) Execution Upon the occurrence of any Forbearance Event of Default under this Agreement constitutes a direction Agreement, any Default or Event of Default under any of the Financing Agreements, Agent and Lenders, at their option, may terminate the Forbearance Period and their forbearance hereunder. As more fully set forth at Section 9(b), upon such termination, all Obligations shall be due and payable and Agent and Lenders shall have the undisputed and absolute right to exercise and enforce all other rights, powers and remedies which may exist pursuant to the Financing Agreements, or at law, in equity or by the Lenders party hereto that the Agent act statute, all without further demand or forbear from acting notice or legal process of any kind, all of which are hereby waived by Borrower.
(c) Unless earlier terminated in accordance with the terms of this Agreement until the termination or expiration of Agreement, Agent and Lenders' forbearance, as provided herein, shall immediately cease without notice on the Forbearance Period.
(f) The Termination Date and Borrower understands at that time shall be obligated to comply with and accepts the temporary nature perform all terms, conditions and provisions of the Limited Forbearance provided hereby each and that none of the Lenders party hereto and the Agent have given any assurances that they will extend such Limited Forbearance or provide waivers or amendments every Financing Agreement without giving effect to the Credit Agreement or any other Loan Document other than those expressly provided for forbearance set forth herein.
; provided, however, in the event that, prior to the Forbearance Termination Date (gi) Nothing no Forbearance Event of Default shall have occurred, and (ii) the Consultant's report referenced in Section 5.4 unequivocally states that the Borrower's business plan is likely to be achieved, then, upon the written request of Borrower, Agent and Lenders shall amend this Agreement constitutes a legal obligation to participate define Forbearance Termination Date as through and including November 14, 1997 on such terms and conditions as Agent and Lender may reasonably require including, without limitation, an increase in any restructuring the applicable interest rate or amendment of the Credit Agreement or to execute any related documents and no such legal obligation shall arise except pursuant to mutually agreeable executed definitive documentationrates.
Appears in 1 contract
Samples: Forbearance Agreement (Brothers Gourmet Coffees Inc)
Limited Forbearance. (a) Each Lender party hereto hereby agrees to forbear, and hxxxxx instructs Agent to forbear, and the Agent agrees to forbear, in each case, from exercising any of the Rights and Remedies with respect to any Specified Default during the Forbearance Period (the “Limited Forbearance”). For the avoidance of doubt, during the Forbearance Period, each Lender party hereto agrees that it (individually or collectively) will not deliver any notice, instruction or request to the Agent, directing the Agent to exercise any of the Rights and Remedies against the Borrower with respect to any Specified Default and to take all actions necessary or reasonably desirable to prevent the Agent from exercising any of the Rights and Remedies with respect to any Specified Default.
(b) The Limited Forbearance is limited in nature and is not intended, and shall not be deemed or construed (i) to constitute a waiver of any Specified Defaults or any other existing or future Defaults or Events of Default or compliance with any term or provision of the Loan Documents or applicable law or (ii) to establish a custom or course of dealing between the Borrower, on the one hand, and the Agent and/or any Lender, on the other hand. The Borrower acknowledges and agrees Borrowers has requested that the agreement of the Administrative Agent and the Lenders hereunder forbear from exercising the rights and remedies available to them as a result of the Existing Defaults during the period from the date hereof to and including April 12, 2002. The Administrative Agent and the Lenders hereby agree to forbear from exercising the rights and remedies available to them as result of the Existing Defaults, including the right to demand default interest under Section 2.08 of the Credit Agreement, commencing on the earliest date each of the conditions precedent set forth in Section 10 hereof have been satisfied to, and (so long as none of the events specified in subsection 2(i) through 2(iv) has occurred) through, the Termination Date (as defined below), subject to the terms of this Agreement and subject to the occurrence of no further Default or Event of Default either pursuant to the Sections of the Credit Agreement subject to the occurrence of no further Default or Event of Default either pursuant to the Sections of the Credit Agreement subject to the Existing Defaults or otherwise. Upon the earlier of (i) the occurrence of any Default or Event of Default, other than the Existing Defaults, (ii) the filing of, or exercise by, or the taking of any other action by Borrower, the Parent or any of their default-related remedies Subsidiaries or by any third party of any right or remedy under any Debtor Relief Law with respect to the Specified Borrower, the Parent or any of their Subsidiaries, (iii) the payment by the Borrower of any Distribution to the Parent or their Subsidiaries, or any Restricted Payment in connection with the Subordinated Notes, the Subordinated Notes Documentation, the Parent Senior Notes or the Parent Senior Note Documentation prohibited by Section 7 hereof, (iv) the failure of Borrower to initiate a wire transfer of immediately available funds to reimburse Administrative Agent within two business hours of a request by Administrative Agent for payment in connection with a drawn Letter of Credit, or (v) April 12, 2002 (the "Termination Date"), the Administrative Agent's and the Lenders' agreement hereinto forbear from exercising the rights and remedies available to them as the result of the Existing Defaults shall immediately terminate, and the Administrative Agent and the Lenders shall be entitled immediately to exercise any and all rights and remedies available under the Credit Agreement and any other Loan Paper, at law, in equity, or otherwise, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, protest, or other formalities of any kind, all of which are hereby expressly waived by the Borrower. The Borrower and the Lenders hereby acknowledge Borrower's noncompliance with the Credit Agreement as a result of the Existing Defaults and acknowledge Borrower's noncompliance with the Credit Agreement as a result of the Existing Defaults and acknowledge that this Agreement constitutes notice thereof and waive any and all further notices with respect thereto. The agreement of the Administrative Agent and the Lenders herein shall not constitute a waiver of any Specified Default and that, except as expressly set forth in this Agreementor Event of Default including without limitation, the Agent and the Lenders expressly reserve all rights and remedies Existing Defaults. The Borrower hereby acknowledges that the Agents and the Lenders have under no obligation to make Revolver Advances, Swingline Advances or issue Letters of Credit or otherwise advance any or all funds to the Borrowers as a result of the Loan Documents and applicable law in connection with all Defaults or Events Borrower's termination of Default.
(c) Upon the occurrence of a Termination Event or expiration of the Forbearance Period: (i) the Limited Forbearance and all agreements set forth in Section 3(a) of this Agreement shall terminate automatically and be of no further force or effectCommitment, and (ii) subject to the terms Swingline Commitment and (iii) the Letter of the Loan Documents and applicable lawCredit Commitment, the Agent and each Lender shall be free to proceed to enforce on December 12, 2001. Notwithstanding any or all of its rights and remedies set forth provision in the Credit Agreement, the other Loan Documents and applicable law. For the avoidance of doubt, the Borrower acknowledges and confirms that the agreement of the Lenders and the Agent temporarily to forbear shall not apply to nor preclude any remedy available to the Agent or the Lenders in connection with any proceeding commenced voluntarily by the Company or its subsidiaries 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.
(d) 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 Agent or any Lender may be entitled to take or bring in order to enforce its rights and remedies against the Borrower in respect of the Specified Defaults are, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.
(e) Execution of this Agreement constitutes a direction by the Lenders party hereto that the Agent act or forbear from acting in accordance with the terms of this Agreement until the termination or expiration of the Forbearance Period.
(f) The Borrower understands and accepts the temporary nature of the Limited Forbearance provided hereby and that none of the Lenders party hereto and the Agent have given any assurances that they will extend such Limited Forbearance or provide waivers or amendments to the Credit Agreement or any other Loan Document Paper to the contrary, the parties hereto expressly acknowledge and agree that, the Administrative Agent may renew (but not increase) Letters of Credit in existence as of the date hereof until the earlier of (i) the Termination Date, (ii) the Administrative Agent is otherwise directed in writing by Majority Lenders or (iii) the Borrower, the Parent or any of their Subsidiaries is granted relief under any Debtor Relief Laws. Notwithstanding any provision in the Credit Agreement or any other than those Loan Paper, the parties hereto expressly provided for herein.
(g) Nothing in acknowledge and agree that, any draw under any Letter of Credit during the term of this Agreement constitutes shall immediately and automatically result in an obligation for the Borrower to reimburse the Administrative Agent for any such draw (which reimbursement obligation may not be paid by the Borrower with the proceeds of a legal obligation Revolver Advance). Failure of the Borrower to initiate a wire transfer to reimburse the Administrative Agent in immediately available funds for any such draw within 2 business hours after receipt of notice of such draw shall constitute an Event of Default hereunder and under the Credit Agreement (such reimbursement then to be effected by payment in full from the Cash Collateral Account or by wire transfer of immediately available funds, or any combination of the foregoing). The parties hereto expressly acknowledge and agree that the agreement of the Borrower in the preceding three sentences does not affect or abrogate any of the obligations of the Lenders to the Administrative Agent to participate in any restructuring such draws under the Letter of Credit in accordance with the terms of the Credit Agreement. The parties hereto further expressly acknowledge and agree that the agreements of the Administrative Agent and the lenders herein shall not in any manner restrict or amendment impair any rights or remedies available to them with respect to any Persons other than the Borrower and other Persons guaranteeing the Obligations or providing collateral security therefor. Notwithstanding the forbearance contained in this Agreement, the issuance of a payment blockage notice by the Administrative Agent or any of the other Lenders to the Borrower and/or to the Trustee under the Subordinated Notes Indenture (as provided for in Section 5.5 of the Subordinated Notes Indenture) shall not be deemed to be an exercise of any right or remedy under the Credit Agreement or to execute any related documents of the other the Loan Papers, or the exercise of any right or remedy otherwise available at law or in equity, and no such legal obligation shall arise except pursuant to mutually agreeable executed definitive documentationnot be prohibited by any provision of this Agreement.
Appears in 1 contract
Samples: Limited Forbearance Agreement (Pinnacle Holdings Inc)
Limited Forbearance. Subject to (ai) Each Lender party hereto hereby agrees to forbearthe satisfaction of the conditions precedent set forth in Section 4 below, (ii) the satisfaction of the conditions subsequent set forth in Section 5 below, (iii) the Loan Parties’ compliance with each and every term and provision of this Agreement, and hxxxxx instructs (iv) to the continuing effectiveness and enforceability of the Loan Documents in accordance with their terms, the Administrative Agent and Specified Lenders agree to forbearforbear in the exercise of their respective rights, remedies, powers, privileges and defenses under the Loan Documents solely in respect of the Specified Default for the period (the “Forbearance Period”) commencing on the Forbearance Effective Date and ending automatically and without further action or notice on the Forbearance Termination Date; provided that (x) each Loan Party shall comply with all limitations, restrictions, covenants and prohibitions under the Loan Documents (including this Agreement), and (y) that nothing herein shall be construed as a waiver by the Administrative Agent agrees to forbear, in each case, from exercising any or the Specified Lenders of the Rights and Remedies with respect to any Specified Default Default. Further, during the Forbearance Period (the “Limited Forbearance”). For Administrative Agent and Specified Lenders agree to forbear in the avoidance of doubt, during the Forbearance Period, each Lender party hereto agrees that it (individually or collectively) will not deliver any notice, instruction or request to the Agent, directing the Agent to exercise any of the Rights and Remedies against the Borrower with respect to any Specified Default and to take all actions necessary or reasonably desirable to prevent the Agent from exercising any of the Rights and Remedies with respect to any Specified Default.
(b) The Limited Forbearance is limited in nature and is not intended, and shall not be deemed or construed (i) to constitute a waiver of any Specified Defaults or any other existing or future Defaults or Events of Default or compliance with any term or provision of the Loan Documents or applicable law or (ii) rights to establish a custom or course of dealing between the Borrower, on the one hand, and the Agent and/or any Lender, on the other hand. The Borrower acknowledges and agrees that the agreement of the Agent and the Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of any Specified Default and that, except as expressly set forth in this Agreement, the Agent and the Lenders expressly reserve all rights and remedies that the Agents and the Lenders have under any or all of the Loan Documents and applicable law in connection with all Defaults or Events of Default.
(c) Upon the occurrence of a Termination Event or expiration of the Forbearance Period: (i) the Limited Forbearance and all agreements set forth in Section 3(a) of this Agreement shall terminate automatically and be of no further force or effect, and (ii) subject to the terms of the Loan Documents and applicable law, the Agent and each Lender shall be free to proceed to enforce any or all of its rights and remedies set forth in the Credit Agreement, the other Loan Documents and applicable law. For the avoidance of doubt, the Borrower acknowledges and confirms that the agreement of the Lenders and the Agent temporarily to forbear shall not apply to nor preclude any remedy available to the Agent or the Lenders in connection with any proceeding commenced voluntarily by the Company or its subsidiaries 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.
(d) The parties hereto agree that the running of all statutes of limitation and the doctrine of laches applicable to all bring claims or causes of action against Canadian Overseas Petroleum Limited, Parent, or the Borrower or each of their respective current directors and officers; provided that (x) each Loan Party shall comply with all limitations, restrictions, covenants and prohibitions under the Loan Documents (including this Agreement but not including the Specified Default), and (y) that nothing herein shall be construed as a waiver by the Administrative Agent or any Lender may be entitled to take or bring in order to enforce its rights and remedies against the Borrower in respect Specified Lenders of the Specified Defaults are, to the fullest extent permitted by law, tolled and suspended during the Forbearance PeriodDefault.
(e) Execution of this Agreement constitutes a direction by the Lenders party hereto that the Agent act or forbear from acting in accordance with the terms of this Agreement until the termination or expiration of the Forbearance Period.
(f) The Borrower understands and accepts the temporary nature of the Limited Forbearance provided hereby and that none of the Lenders party hereto and the Agent have given any assurances that they will extend such Limited Forbearance or provide waivers or amendments to the Credit Agreement or any other Loan Document other than those expressly provided for herein.
(g) Nothing in this Agreement constitutes a legal obligation to participate in any restructuring or amendment of the Credit Agreement or to execute any related documents and no such legal obligation shall arise except pursuant to mutually agreeable executed definitive documentation.
Appears in 1 contract
Samples: Forbearance Agreement
Limited Forbearance. (a) Each Lender party hereto hereby agrees to forbear, and hxxxxx instructs Agent to forbear, and the Agent agrees to forbear, in each case, from exercising any of the Rights and Remedies with respect to any Specified Default during the Forbearance Period (the “Limited Forbearance”). For the avoidance of doubt, during the Forbearance Period, each Lender party hereto agrees that it (individually or collectively) will not deliver any notice, instruction or request to the Agent, directing the Agent to exercise any of the Rights and Remedies against the Borrower with respect to any Specified Default and to take all actions necessary or reasonably desirable to prevent the Agent from exercising any of the Rights and Remedies with respect to any Specified Default.
(b) The Limited Forbearance is limited in nature and is not intended, and shall not be deemed or construed (i) to constitute a waiver of any Specified Defaults or any other existing or future Defaults or Events of Default or compliance with any term or provision of the Loan Documents or applicable law or (ii) to establish a custom or course of dealing between the Borrower, on the one hand, and the Agent and/or any Lender, on the other hand. The Borrower acknowledges and agrees has requested that the agreement of the Administrative Agent and the Lenders hereunder forbear from exercising the rights and remedies available to them as a result of the Existing Defaults during the period from the date hereof to and including May 10, 2002. The Administrative Agent and the Lenders hereby agree to forbear from exercising the rights and remedies available to them as a result of the Existing Defaults, including the right to demand default interest under Section 2.08 of the Credit Agreement, commencing on the earliest date each of the conditions precedent set forth in Section 10 hereof have been satisfied to, and (so long as none of the events specified in subsections 2(i) through 2(iv) below has occurred) through, the Termination Date (as defined below), subject to the terms of this Agreement and subject to the occurrence of no further Default or Event of Default either pursuant to the Sections of the Credit Agreement subject to the Existing Defaults or otherwise. Upon the earlier of (i) the occurrence of any Default or Event of Default, other than the Existing Defaults, (ii) the filing of, or exercise by, or the taking of any other action by Borrower, the Parent or any of their default-related remedies Subsidiaries or by any third party of any right or remedy under any Debtor Relief Law with respect to the Specified Borrower, the Parent or any of their Subsidiaries, (iii) the payment by the Borrower of any Distribution to the Parent or their Subsidiaries, or any Restricted Payment in connection with the Subordinated Notes, the Subordinated Notes Documentation, the Parent Senior Notes or the Parent Senior Note Documentation prohibited by Section 7 hereof, (iv) the failure of Borrower to initiate a wire transfer of immediately available funds to reimburse Administrative Agent within two business hours of a request by Administrative Agent for payment in connection with a drawn Letter of Credit, or (v) May 10, 2002 (the "Termination Date"), the Administrative Agent's and the Lenders' agreement herein to forbear from exercising the rights and remedies available to them as the result of the Existing Defaults shall immediately terminate, and the Administrative Agent and the Lenders shall be entitled immediately to exercise any and all rights and remedies available under the Credit Agreement and any other Loan Paper, at law, in equity, or otherwise, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, protest, or other formalities of any kind, all of which are hereby expressly waived by the Borrower. The Borrower and the Lenders hereby acknowledge Borrower's noncompliance with the Credit Agreement as a result of the Existing Defaults and acknowledge that this Agreement constitutes notice thereof and waive any and all further notices with respect thereto. The agreement of the Administrative Agent and the Lenders herein shall not constitute a waiver of any Specified Default and that, except as expressly set forth in this Agreementor Event of Default including without limitation, the Agent and the Lenders expressly reserve all rights and remedies Existing Defaults. The Borrower hereby acknowledges that the Agents and the Lenders have under no obligation to make Revolver Advances, Swingline Advances or issue Letters of Credit or otherwise advance any or all funds to the Borrower as a result of the Loan Documents and applicable law in connection with all Defaults or Events Borrower's termination of Default.
(c) Upon the occurrence of a Termination Event or expiration of the Forbearance Period: (i) the Limited Forbearance and all agreements set forth in Section 3(a) of this Agreement shall terminate automatically and be of no further force or effectCommitment, and (ii) subject to the terms Swingline Commitment and (iii) the Letter of the Loan Documents and applicable lawCredit Commitment, the Agent and each Lender shall be free to proceed to enforce on December 12, 2001. Notwithstanding any or all of its rights and remedies set forth provision in the Credit Agreement, the other Loan Documents and applicable law. For the avoidance of doubt, the Borrower acknowledges and confirms that the agreement of the Lenders and the Agent temporarily to forbear shall not apply to nor preclude any remedy available to the Agent or the Lenders in connection with any proceeding commenced voluntarily by the Company or its subsidiaries 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.
(d) 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 Agent or any Lender may be entitled to take or bring in order to enforce its rights and remedies against the Borrower in respect of the Specified Defaults are, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.
(e) Execution of this Agreement constitutes a direction by the Lenders party hereto that the Agent act or forbear from acting in accordance with the terms of this Agreement until the termination or expiration of the Forbearance Period.
(f) The Borrower understands and accepts the temporary nature of the Limited Forbearance provided hereby and that none of the Lenders party hereto and the Agent have given any assurances that they will extend such Limited Forbearance or provide waivers or amendments to the Credit Agreement or any other Loan Document Paper to the contrary, the parties hereto expressly acknowledge and agree that, the Administrative Agent may renew (but not increase) Letters of Credit in existence as of the date hereof until the earlier of (i) the Termination Date, (ii) the Administrative Agent is otherwise directed in writing by Majority Lenders or (iii) the Borrower, the Parent or any of their Subsidiaries is granted relief under any Debtor Relief Laws. Notwithstanding any provision in the Credit Agreement or any other than those Loan Paper, the parties hereto expressly provided for herein.
(g) Nothing in acknowledge and agree that, any draw under any Letter of Credit during the term of this Agreement constitutes shall immediately and automatically result in an obligation for the Borrower to reimburse the Administrative Agent for any such draw (which reimbursement obligation may not be paid by the Borrower with the proceeds of a legal obligation Revolver Advance). Failure of the Borrower to initiate a wire transfer to reimburse the Administrative Agent in immediately available funds for any such draw within 2 business hours after receipt of notice of such draw shall constitute an Event of Default hereunder and under the Credit Agreement (such reimbursement then to be effected by payment in full from the Cash Collateral Account or by wire transfer of immediately available funds, or any combination of the foregoing). The parties hereto expressly acknowledge and agree that the agreement of the Borrower in the preceding three sentences does not affect or abrogate any of the obligations of the Lenders to the Administrative Agent to participate in any restructuring such draws under the Letter of Credit in accordance with the terms of the Credit Agreement. The parties hereto further expressly acknowledge and agree that the agreements of the Administrative Agent and the Lenders herein shall not in any manner restrict or amendment impair any rights or remedies available to them with respect to any Persons other than the Borrower and other Persons guaranteeing the Obligations or providing collateral security therefor. Notwithstanding the forbearance contained in this Agreement, the issuance of a payment blockage notice by the Administrative Agent or any of the other Lenders to the Borrower and/or to the Trustee under the Subordinated Notes Indenture (as provided for in Section 5.5 of the Subordinated Notes Indenture) shall not be deemed to be an exercise of any right or remedy under the Credit Agreement or to execute any related documents of the other the Loan Papers, or the exercise of any right or remedy otherwise available at law or in equity, and no such legal obligation shall arise except pursuant to mutually agreeable executed definitive documentationnot be prohibited by any provision of this Agreement.
Appears in 1 contract
Samples: Limited Forbearance Agreement (Pinnacle Holdings Inc)
Limited Forbearance. 2.1 In consideration of the Loan Parties’ agreement to timely and strictly comply with the terms of this Agreement, and in reliance upon the representations, warranties, agreements and covenants of the Loan Parties set forth herein, subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, from the Forbearance Agreement Effective Date (aas defined below) Each Lender party hereto hereby until the Termination Date (as defined below), the Administrative Agent (at the direction of the Required Lenders) and each of the undersigned Lenders (constituting the Required Lenders), severally and not jointly, xxxxxx agrees to forbear, forbear (the “Forbearance”) from exercising (and hxxxxx instructs directing the Administrative Agent to forbear, and the Agent agrees to forbear, in each case, from exercising exercise) any of the Rights and Remedies under the Loan Documents or applicable Law solely with respect to any the Specified Default during Defaults and as specifically set forth in this Agreement.
2.2 The Forbearance shall commence on the Forbearance Period Agreement Effective Date and continue until the earlier of (a) 5:00 P.M. (New York City time) on September 30, 2024 (or such later date as may be agreed to in writing (email to be sufficient) by the Administrative Agent (acting at the direction of the Required Lenders) in its sole discretion), and (b) the date on which any Event of Termination (as defined below) shall have occurred (the earlier of (a) and (b), the “Limited ForbearanceTermination Date” and the period commencing on the Forbearance Agreement Effective Date and ending on the Termination Date, the “Forbearance Period”). For From and after the avoidance of doubtTermination Date, during the Forbearance Periodshall immediately and automatically terminate and have no further force or effect, and each Lender party hereto agrees that it (individually or collectively) will not deliver of the Lenders and the Administrative Agent shall be released from any notice, instruction or request to the Agent, directing the Agent and all obligations and agreements under this Agreement and shall be entitled to exercise any of the Rights and Remedies against as if this Agreement had never existed, without any further notice to the Borrower with respect to or any Specified Default other Loan Party, passage of time or forbearance of any kind, and to take all actions necessary or reasonably desirable to prevent the Agent from exercising any of the Rights and Remedies with respect under the Loan Documents and at law and in equity shall be available without restriction or modification, as if the Forbearance had not occurred. The Loan Parties agree that the Administrative Agent and the Lenders shall have no obligation to any Specified Defaultextend the Forbearance Period. This Agreement and the Forbearance contemplated by this Section 2 shall not be construed as establishing a custom or a course of dealing or conduct among the Administrative Agent, the Lenders and the Loan Parties.
(b) The Limited Forbearance is limited 2.3 Notwithstanding anything in nature and is not intendedthis Agreement or elsewhere to the contrary, the agreement to forbear in Section 2.1 above relates only to the Specified Defaults, and shall not be deemed in any way prohibit, limit, restrict or construed (i) otherwise impact any rights any Agent or Lender may have to constitute exercise any rights or remedies, or take any enforcement actions, as against any Loan Party, any Collateral or otherwise, as a waiver result of any Specified Defaults or any other existing or future Defaults or Events Event of Default or compliance with any term or provision of the Loan Documents or applicable law or (ii) to establish a custom or course of dealing between the Borroweroccurring prior to, on or after the one hand, and the Agent and/or any Lender, on the other hand. The Borrower acknowledges and agrees date hereof that the agreement of the Agent and the Lenders hereunder to forbear from exercising their default-related remedies with respect to is not the Specified Defaults shall not constitute a waiver of any Specified Default and that, except as expressly set forth in this Agreement, the Agent and the Lenders expressly reserve all rights and remedies that the Agents and the Lenders have under any or all of the Loan Documents and applicable law in connection with all Defaults or Events of DefaultDefaults.
(c) Upon the occurrence of a Termination Event or expiration of 2.4 During the Forbearance Period: (i) the Limited Forbearance and all agreements set forth , in accordance with Section 3(a10.01(c) of this Agreement shall terminate automatically and be of no further force or effect, and (ii) subject to the terms of the Loan Documents and applicable law, the Agent and each Lender shall be free to proceed to enforce any or all of its rights and remedies set forth in the Credit Agreement, the other Loan Documents and applicable law. For Lenders agree to defer collection of any interest that may accrue at the avoidance of doubt, the Borrower acknowledges and confirms that the agreement of the Lenders and the Agent temporarily to forbear shall not apply to nor preclude any remedy available to the Agent or the Lenders in connection with any proceeding commenced voluntarily by the Company or its subsidiaries 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.
(d) 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 Agent or any Lender may be entitled to take or bring in order to enforce its rights and remedies against the Borrower in respect Default Rate as a result of the Specified Defaults are(such amounts, the “Accrued Default Interest”). So long as the Termination Date has not occurred prior to the fullest extent permitted by law, tolled and suspended during Obligations having been paid in full in cash or otherwise satisfied in a manner acceptable to the Forbearance Period.
Required Lenders (e) Execution which may include the conversion of this Agreement constitutes a direction Obligations to Indebtedness owing by the Lenders party hereto that Borrower pursuant to an exit credit facility) (such date, the Agent act or forbear from acting in accordance with “Satisfaction Date”), all Accrued Default Interest will be waived by the terms of this Agreement until Lenders; provided, however, if the termination or expiration of the Forbearance Period.
(f) The Borrower understands and accepts the temporary nature of the Limited Forbearance provided hereby and that none of the Lenders party hereto and the Agent have given any assurances that they will extend such Limited Forbearance or provide waivers or amendments Termination Date occurs prior to the Credit Agreement Satisfaction Date, then all Accrued Default Interest will be immediately due and payable without any further notice or action by the Administrative Agent or any other Loan Document other than those expressly provided for hereinLender.
(g) Nothing in this Agreement constitutes a legal obligation to participate in any restructuring or amendment of the Credit Agreement or to execute any related documents and no such legal obligation shall arise except pursuant to mutually agreeable executed definitive documentation.
Appears in 1 contract
Samples: Forbearance Agreement (Audacy, Inc.)
Limited Forbearance. (a) Each Lender party hereto Subject to the terms and conditions of this Agreement and any documents or instruments executed in connection herewith, each Forbearing Holder (severally and not jointly) hereby agrees to forbearforbear (solely in its capacity as a beneficial holder of Notes), and hxxxxx hereby instructs Agent to forbear, the First Lien Trustee and the First Lien Collateral Agent agrees to forbear, in each case, from exercising any of the Rights and Remedies with respect to any Specified Default during the Forbearance Period (the “Limited Forbearance”). For the avoidance of doubt, during the Forbearance Period, each Lender party hereto Forbearing Holder agrees that (i) it (individually or collectively) will not deliver (and will not take any action to cause any registered holder of the Notes or any Depository or nominee thereof or participant therein to deliver) any notice, instruction or request to the First Lien Trustee or the First Lien Collateral Agent directing the First Lien Trustee or the First Lien Collateral Agent, directing the Agent as applicable, in each case, to exercise any of the Rights and Remedies against any of the Borrower Issuers or the Guarantors, any of their respective Subsidiaries or any property or assets of any of the foregoing with respect to any the Specified Default and (ii) if the First Lien Trustee or First Lien Collateral Agent exercises (or commences to take all actions necessary exercise or reasonably desirable attempts to prevent the Agent from exercising exercise) any of the Rights and Remedies with respect to any Specified Default, or if the First Lien Trustee or First Lien Collateral Agent is instructed or requested to exercise any Rights and Remedies by holders of more than 25% of the Notes, each Forbearing Holder (severally and not jointly) agrees to use reasonable efforts to cause the First Lien Trustee or First Lien Collateral Agent, as applicable, to rescind such exercise of Rights and Remedies. For purposes of this Section 2(a)(ii), the Parties agree that (x) the delivery of a letter from the Forbearing Holders to the First Lien Trustee or First Lien Collateral Agent, as applicable, instructing or directing that the relevant exercise of Rights and Remedies be rescinded will constitute “reasonable efforts,” and (y) the Forbearing Holders have no obligation to provide any indemnification in connection with any request made pursuant to this Section 2(a)(ii) (or otherwise pursuant to this Agreement).
(b) The Limited Forbearance is limited in nature and is not intended, and shall not be deemed or construed (i) to constitute a waiver of any Specified Defaults Default or any other existing or future Defaults or Events of Default or compliance with any term or provision of the Loan Note Documents or applicable law or any options, rights and remedies to which the Forbearing Holders may be entitled, (ii) as a waiver of the Issuers’ obligation, pursuant to the Indenture and the Notes, to pay interest on unpaid interest at a rate of 11.500% pursuant to the terms of the Indenture (and which obligation to pay interest on interest pursuant to the terms of the Indenture the Issuers hereby reaffirm) or (iii) to establish a custom or course of dealing between the BorrowerIssuers and the Guarantors, on the one hand, and the First Lien Trustee, the First Lien Collateral Agent and/or any Lendernoteholder, on the other hand. The Borrower acknowledges Issuers acknowledge and agrees agree that the agreement of the First Lien Trustee, the First Lien Collateral Agent and the Lenders Forbearing Holders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of the Specified Defaults or any Specified other Default or Event of Default that may be outstanding on the date hereof or any Default or Event of Default that may occur after the date hereof (which are hereby preserved), and that, except as expressly set forth in this Agreement, the First Lien Trustee, the First Lien Collateral Agent and the Lenders expressly reserve Forbearing Holders shall be entitled to exercise all rights and remedies that the Agents First Lien Trustee, the First Lien Collateral Agent and the Lenders Forbearing Holders may have under any or all of the Loan Note Documents and applicable law in connection with all Defaults or Events of Default.
(c) Upon the occurrence of a Termination Event termination or expiration of the Forbearance Period: :
(i) the Limited Forbearance shall immediately and all agreements set forth in Section 3(a) of this Agreement automatically terminate and shall terminate automatically and be of have no further force or and effect, and ;
(ii) each of the Forbearing Holders shall be released from any and all obligations and agreements under this Agreement;
(iii) subject to the terms of the Loan Note Documents and applicable law, the Agent and each Lender Forbearing Holders shall be free to proceed to enforce any or all of its rights their Rights and remedies Remedies set forth in the Credit AgreementIndenture, the other Loan Note Documents and applicable law. For law (x) without the avoidance requirement of doubtany demand, presentment, protest, or notice of any kind, all of which the Borrower acknowledges Issuers waive, and confirms that the agreement of the Lenders (y) as if this Agreement had not occurred and the Agent temporarily to forbear shall Limited Forbearance had not apply to nor preclude any remedy available to the Agent or the Lenders in connection with any proceeding commenced voluntarily by the Company or its subsidiaries 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 lawoccurred.
(d) The parties 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 First Lien Trustee, the First Lien Collateral Agent or any Lender and the Forbearing Holders may be entitled to take or bring in order to enforce its rights and remedies against any of the Borrower Issuers or the Guarantors, any of their respective Subsidiaries or any property or assets of any of the foregoing in respect of the Specified Defaults are, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.
(e) Execution of this Agreement constitutes a direction by each of the Lenders party hereto Forbearing Holders that the First Lien Trustee and the First Lien Collateral Agent act or forbear from acting in accordance with the terms of this Agreement until Agreement. The First Lien Trustee and the termination or expiration First Lien Collateral Agent shall not, and shall not be required to, act against any of the Forbearance PeriodIssuers or the Guarantors, any of their respective Subsidiaries or any property or assets of any of the foregoing if such action is contrary to the terms of this Agreement. Notwithstanding any other provision of this Agreement, the Forbearing Holders are not (i) indemnifying the First Lien Trustee or First Lien Collateral Agent against any liability under this Agreement or (ii) undertaking any obligation to provide such indemnity in the future, whether in connection with this Agreement or otherwise.
(f) The Borrower understands Issuers understand and accepts accept the temporary nature of the Limited Forbearance provided hereby and that none of the Lenders party hereto and First Lien Trustee, the First Lien Collateral Agent or the Forbearing Holders have given any assurances that they will extend such Limited Forbearance or provide waivers or amendments to the Credit Agreement Indenture or any other Loan Note Document other than those expressly provided for herein.
(g) Nothing in The Issuers understand and accept that, subject to this Agreement constitutes a legal obligation Agreement, all rights and remedies that the First Lien Trustee, the First Lien Collateral Agent and the Forbearing Holders have under the Note Documents and applicable law with respect to participate in any restructuring or amendment of the Credit Agreement or Issuers shall continue to execute any related documents be available to the First Lien Trustee, the First Lien Collateral Agent and no such legal obligation shall arise except pursuant to mutually agreeable executed definitive documentationthe Forbearing Holders.
Appears in 1 contract
Limited Forbearance. (a) Each Subject to the terms and conditions of this Amendment, Lender party hereto hereby agrees to forbear, forbear from the exercise of its rights and hxxxxx instructs Agent to forbear, remedies under the Agreement and the Agent agrees to forbear, in each case, Loan Documents that arise solely from exercising any the occurrence and/or continuation of the Rights and Remedies with respect to any Specified Default during Existing Defaults until the Forbearance Period (the “Limited Forbearance”). For the avoidance expiration of doubt, during the Forbearance Period. THE FORBEARANCE GRANTED HEREIN IS A CONDITIONAL, each Lender party hereto agrees that it LIMITED, TEMPORARY FORBEARANCE RELATING SOLELY TO THE EXISTING DEFAULTS AND SHALL BE IN EFFECT ONLY UNTIL THE EXPIRATION OF THE FORBEARANCE PERIOD. BORROWERS UNDERSTAND AND ACKNOWLEDGE THAT (individually or collectivelyi) will not deliver any noticeTHE FORBEARANCE GRANTED HEREIN DOES NOT CONSTITUTE A WAIVER OF ANY TERM, instruction or request to the AgentPROVISION, directing the Agent to exercise any of the Rights and Remedies against the Borrower with respect to any Specified Default and to take all actions necessary or reasonably desirable to prevent the Agent from exercising any of the Rights and Remedies with respect to any Specified DefaultOR CONDITION OF THE AGREEMENT, AND THE AGREEMENT REMAINS IN FULL FORCE AND EFFECT AND IS HEREBY RATIFIED AND CONFIRMED, AND (ii) BORROWERS ARE OBLIGATED TO COMPLY WITH EACH AND EVERY TERM, PROVISION, AND CONDITION (INCLUDING CONDITIONS OF LENDING) OF THE AGREEMENT, NOTWITHSTANDING THIS FORBEARANCE.
(b) The Limited Forbearance is limited in nature and is not intended, and Nothing set forth herein shall not be deemed or construed (i) to constitute considered as a waiver by Lender of any Specified the Existing Defaults or any other existing or future Defaults or (which Events of Default or compliance with any term or provision of Lender will suffer to exist only upon the Loan Documents or applicable law or (ii) to establish a custom or course of dealing between the Borrower, on the one hand, and the Agent and/or any Lender, on the other hand. The Borrower acknowledges and agrees that the agreement of the Agent and the Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of any Specified Default and that, except as expressly terms set forth in this AgreementAmendment) or of any other Event of Default or Default which may have occurred or which may be disclosed to or be discovered by Lender prior to the date of this Amendment. Subject to the following sentence, immediately following the Agent and the Lenders expressly reserve all rights and remedies that the Agents and the Lenders have under any or all of the Loan Documents and applicable law in connection with all Defaults or Events of Default.
(c) Upon the occurrence of a Termination Event or expiration of the Forbearance Period: (i) the Limited Forbearance , at Lender's election and all agreements set forth in Section 3(a) of this Agreement shall terminate automatically and be of no further force or effectwithout notice to Borrower, and (ii) subject to the terms of the Loan Documents and applicable law, the Agent and each Lender shall be free to proceed to may enforce any or all of its rights and remedies set forth in under the Credit Agreement, Agreement and the other Loan Documents and applicable Documents, at law. For , or in equity.
(c) Borrowers shall continue to pay default interest in accordance with the avoidance of doubt, the Borrower acknowledges and confirms that the agreement Agreement as a result of the Lenders and the Agent temporarily to forbear shall not apply to nor preclude any remedy available to the Agent or the Lenders in connection with any proceeding commenced voluntarily by the Company or its subsidiaries 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 lawExisting Defaults.
(d) The parties hereto agree that the running of all statutes of limitation and the doctrine of laches applicable to all claims Borrowers shall notify Lender within one business day following its obtaining notice or causes of action that the Agent or any Lender may be entitled to take or bring in order to enforce its rights and remedies against the Borrower in respect knowledge of the Specified Defaults are, to the fullest extent permitted by law, tolled and suspended during the occurrence of any Forbearance PeriodTermination Event.
(e) Execution of this Agreement constitutes a direction by If, and only if, on or before the Lenders party hereto that Forbearance Maturity Date Borrowers shall have met the Agent act or forbear from acting conditions in accordance with the terms of this Agreement until the termination or expiration Sections 1.15 of the Forbearance Period.
(f) The Borrower understands and accepts the temporary nature of the Limited Forbearance provided hereby and that none of the Lenders party hereto and the Agent have given any assurances that they will extend such Limited Forbearance or provide waivers or amendments to the Credit Agreement or any other Loan Document other than those expressly provided for herein.
(g) Nothing in this Agreement constitutes a legal obligation to participate in any restructuring or amendment of the Credit Agreement or to execute any related documents Agreement, and no such legal obligation Forbearance Termination Event shall arise except pursuant have occurred and be continuing, Lender agrees to mutually agreeable executed definitive documentationwaive the Existing Defaults.
Appears in 1 contract
Samples: Business Financing Agreement and Forbearance Agreement (Sysorex Global)
Limited Forbearance. (a) Each Lender party hereto Subject to the terms and conditions of this Agreement and any documents or instruments executed in connection herewith, each Forbearing Holder (severally and not jointly) hereby agrees to forbearforbear (solely in its capacity as a beneficial holder of Notes), and hxxxxx hereby instructs Agent to forbear, the Second Lien Trustee and the Second Lien Collateral Agent agrees to forbear, in each case, from exercising any of the Rights and Remedies with respect to any Specified Default during the Forbearance Period (the “Limited Forbearance”). For the avoidance of doubt, during the Forbearance Period, each Lender party hereto Forbearing Holder agrees that (i) it (individually or collectively) will not deliver (and will not take any action to cause any registered holder of the Notes or any Depository or nominee thereof or participant therein to deliver) any notice, instruction or request to the Second Lien Trustee or the Second Lien Collateral Agent directing the Second Lien Trustee or the Second Lien Collateral Agent, directing the Agent as applicable, in each case, to exercise any of the Rights and Remedies against any of the Borrower Issuers or the Guarantors, any of their respective Subsidiaries or any property or assets of any of the foregoing with respect to any the Specified Default and (ii) if the Second Lien Trustee or Second Lien Collateral Agent exercises (or commences to take all actions necessary exercise or reasonably desirable attempts to prevent the Agent from exercising exercise) any of the Rights and Remedies with respect to any Specified Default, or if the Second Lien Trustee or Second Lien Collateral Agent is instructed or requested to exercise any Rights and Remedies by holders of more than 25% of the Notes, each Forbearing Holder (severally and not jointly) agrees to use reasonable efforts to cause the Second Lien Trustee or Second Lien Collateral Agent, as applicable, to rescind such exercise of Rights and Remedies. For purposes of this Section 2(a)(ii), the Parties agree that (x) the delivery of a letter from the Forbearing Holders to the Second Lien Trustee or Second Lien Collateral Agent, as applicable, instructing or directing that the relevant exercise of Rights and Remedies be rescinded will constitute “reasonable efforts,” and (y) the Forbearing Holders have no obligation to provide any indemnification in connection with any request made pursuant to this Section 2(a)(ii) (or otherwise pursuant to this Agreement).
(b) The Limited Forbearance is limited in nature and is not intended, and shall not be deemed or construed (i) to constitute a waiver of any Specified Defaults Default or any other existing or future Defaults or Events of Default or compliance with any term or provision of the Loan Note Documents or applicable law or any options, rights and remedies to which the Forbearing Holders may be entitled, (ii) as a waiver of the Issuers’ obligation, pursuant to the Indenture and the Notes, to pay interest on unpaid interest at a rate of 10.000% pursuant to the terms of the Indenture (and which obligation to pay interest on interest pursuant to the terms of the Indenture the Issuers hereby reaffirm) or (iii) to establish a custom or course of dealing between the BorrowerIssuers and the Guarantors, on the one hand, and the Second Lien Trustee, the Second Lien Collateral Agent and/or any Lendernoteholder, on the other hand. The Borrower acknowledges Issuers acknowledge and agrees agree that the agreement of the Second Lien Trustee, the Second Lien Collateral Agent and the Lenders Forbearing Holders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of the Specified Defaults or any Specified other Default or Event of Default that may be outstanding on the date hereof or any Default or Event of Default that may occur after the date hereof (which are hereby preserved), and that, except as expressly set forth in this Agreement, the Second Lien Trustee, the Second Lien Collateral Agent and the Lenders expressly reserve Forbearing Holders shall be entitled to exercise all rights and remedies that the Agents Second Lien Trustee, the Second Lien Collateral Agent and the Lenders Forbearing Holders may have under any or all of the Loan Note Documents and applicable law in connection with all Defaults or Events of Default.
(c) Upon the occurrence of a Termination Event termination or expiration of the Forbearance Period: :
(i) the Limited Forbearance shall immediately and all agreements set forth in Section 3(a) of this Agreement automatically terminate and shall terminate automatically and be of have no further force or and effect, and ;
(ii) each of the Forbearing Holders shall be released from any and all obligations and agreements under this Agreement;
(iii) subject to the terms of the Loan Note Documents and applicable law, the Agent and each Lender Forbearing Holders shall be free to proceed to enforce any or all of its rights their Rights and remedies Remedies set forth in the Credit AgreementIndenture, the other Loan Note Documents and applicable law. For law (x) without the avoidance requirement of doubtany demand, presentment, protest, or notice of any kind, all of which the Borrower acknowledges Issuers waive, and confirms that the agreement of the Lenders (y) as if this Agreement had not occurred and the Agent temporarily to forbear shall Limited Forbearance had not apply to nor preclude any remedy available to the Agent or the Lenders in connection with any proceeding commenced voluntarily by the Company or its subsidiaries 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 lawoccurred.
(d) The parties 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 Second Lien Trustee, the Second Lien Collateral Agent or any Lender and the Forbearing Holders may be entitled to take or bring in order to enforce its rights and remedies against any of the Borrower Issuers or the Guarantors, any of their respective Subsidiaries or any property or assets of any of the foregoing in respect of the Specified Defaults are, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.
(e) Execution of this Agreement constitutes a direction by each of the Lenders party hereto Forbearing Holders that the Second Lien Trustee and the Second Lien Collateral Agent act or forbear from acting in accordance with the terms of this Agreement until Agreement. The Second Lien Trustee and the termination or expiration Second Lien Collateral Agent shall not, and shall not be required to, act against any of the Forbearance PeriodIssuers or the Guarantors, any of their respective Subsidiaries or any property or assets of any of the foregoing if such action is contrary to the terms of this Agreement. Notwithstanding any other provision of this Agreement, the Forbearing Holders are not (i) indemnifying the Second Lien Trustee or Second Lien Collateral Agent against any liability under this Agreement or (ii) undertaking any obligation to provide such indemnity in the future, whether in connection with this Agreement or otherwise.
(f) The Borrower understands Issuers understand and accepts accept the temporary nature of the Limited Forbearance provided hereby and that none of the Lenders party hereto and Second Lien Trustee, the Second Lien Collateral Agent or the Forbearing Holders have given any assurances that they will extend such Limited Forbearance or provide waivers or amendments to the Credit Agreement Indenture or any other Loan Note Document other than those expressly provided for herein.
(g) Nothing in The Issuers understand and accept that, subject to this Agreement constitutes a legal obligation Agreement, all rights and remedies that the Second Lien Trustee, the Second Lien Collateral Agent and the Forbearing Holders have under the Note Documents and applicable law with respect to participate in any restructuring or amendment of the Credit Agreement or Issuers shall continue to execute any related documents be available to the Second Lien Trustee, the Second Lien Collateral Agent and no such legal obligation shall arise except pursuant to mutually agreeable executed definitive documentationthe Forbearing Holders.
Appears in 1 contract
Limited Forbearance. (a) Each Lender party hereto hereby agrees to forbear, and hxxxxx instructs Agent to forbear, and the Agent agrees to forbear, in each case, from exercising any of the Rights and Remedies with respect to any Specified Default during the Forbearance Period (the “Limited Forbearance”). For the avoidance of doubt, during the Forbearance Period, each Lender party hereto agrees that it (individually or collectively) will not deliver any notice, instruction or request to the Agent, directing the Agent to exercise any of the Rights and Remedies against the Borrower with respect to any Specified Default and to take all actions necessary or reasonably desirable to prevent the Agent from exercising any of the Rights and Remedies with respect to any Specified Default.
(b) The Limited Forbearance is limited in nature and is not intended, and shall not be deemed or construed (i) to constitute a waiver of any Specified Defaults or any other existing or future Defaults or Events of Default or compliance with any term or provision of the Loan Documents or applicable law or (ii) to establish a custom or course of dealing between the Borrower, on the one hand, and the Agent and/or any Lender, on the other hand. The Borrower acknowledges and agrees has requested that the agreement of the Administrative Agent and the Lenders hereunder forbear from exercising the rights and remedies available to them as a result of the Anticipated Defaults during the period from the date hereof to and including December 12, 2001. The Administrative Agent and the Lenders hereby agree to forbear from exercising their default-related the rights and remedies available to them as a result of the Anticipated Defaults, including the right to demand default interest under Section 2.08 of the Credit Agreement, from the Effective Date (defined in Section 10(f) below) to and including the Termination Date (as defined below), subject to the terms of this Agreement and subject to the occurrence of no further Default or Event of Default either pursuant to the Sections of the Credit Agreement subject to the Anticipated Defaults or otherwise. Upon the earlier of (i) the occurrence of any Default or Event of Default, other than the Anticipated Defaults, (ii) the amendment and waiver of the Anticipated Defaults by the requisite Lenders under the terms of the Credit Agreement, or (iii) December 12, 2001 (the "Termination Date"), the Administrative Agent's and the Lenders' agreement herein to forbear from exercising the rights and remedies available to them as the result of the Anticipated Defaults shall immediately terminate, and the Administrative Agent and the Lenders shall be entitled immediately to exercise any and all rights and remedies available under the Credit Agreement and any other Loan Paper, at law, in equity, or otherwise, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, protest, or other formalities of any kind, all of which are hereby expressly waived by the Borrower. The Borrower and the Lenders hereby acknowledge Borrower's anticipated noncompliance with the Credit Agreement as a result of the Anticipated Defaults and acknowledge that this Agreement constitutes notice thereof and waive any and all further notices with respect to thereto. The agreement of the Specified Defaults Administrative Agent and the Lenders herein shall not constitute a waiver of any Specified Default and or Event of Default including without limitation the Anticipated Defaults. The Borrower hereby acknowledges that, except as expressly set forth unless and until the Anticipated Defaults are waived by the requisite number of Lenders in this Agreement, the Agent and the Lenders expressly reserve all rights and remedies that the Agents and the Lenders have under any or all of the Loan Documents and applicable law in connection accordance with all Defaults or Events of Default.
(c) Upon the occurrence of a Termination Event or expiration of the Forbearance Period: (i) the Limited Forbearance and all agreements set forth in Section 3(a) of this Agreement shall terminate automatically and be of no further force or effect, and (ii) subject to the terms of the Loan Documents and applicable law, the Agent and each Lender shall be free to proceed to enforce any or all of its rights and remedies set forth in the Credit Agreement, the other Loan Documents and applicable law. For the avoidance Lenders shall have no commitment to make Revolver Advances or issue Letters of doubt, the Borrower acknowledges and confirms that the agreement of the Lenders and the Agent temporarily to forbear shall not apply to nor preclude Credit or otherwise advance any remedy available funds to the Agent or the Lenders Borrower. Notwithstanding any provision in connection with any proceeding commenced voluntarily by the Company or its subsidiaries 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.
(d) 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 Agent or any Lender may be entitled to take or bring in order to enforce its rights and remedies against the Borrower in respect of the Specified Defaults are, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.
(e) Execution of this Agreement constitutes a direction by the Lenders party hereto that the Agent act or forbear from acting in accordance with the terms of this Agreement until the termination or expiration of the Forbearance Period.
(f) The Borrower understands and accepts the temporary nature of the Limited Forbearance provided hereby and that none of the Lenders party hereto and the Agent have given any assurances that they will extend such Limited Forbearance or provide waivers or amendments to the Credit Agreement or any other Loan Document Paper to the contrary, the parties hereto expressly acknowledge and agree that, until the Termination Date, the Administrative Agent may renew (but not increase) Letters of Credit in existence as of the date hereof. Notwithstanding any provision in the Credit Agreement or any other than those Loan Paper, the parties hereto expressly provided for herein.
(g) Nothing in acknowledge and agree that, any draw under any Letter of Credit during the term of this Agreement constitutes shall immediately and automatically result in an obligation for the Borrower to reimburse the Administrative Agent for any such draw (which reimbursement obligation may not be paid by the Borrower with the proceeds of a legal obligation Revolver Advance). Failure of the Borrower to reimburse the Administrative Agent in immediately available funds for any such draw within 2 business hours after receipt of notice of such draw shall constitute an Event of Default hereunder and under the Credit Agreement (such reimbursement to be effected by payment in full from the cash collateral account described in Section 4(i) hereof or by wire transfer of immediately available funds, or any combination of the foregoing). The parties hereto expressly acknowledge and agree that the agreement of the Borrower in the preceding two sentences does not affect or abrogate any of the obligations of the Lenders to the Issuing Bank to participate in any restructuring or amendment such draws under the Letter of Credit. The parties hereto further expressly acknowledge and agree that the agreements of the Credit Agreement Administrative Agent and the Lenders herein shall not in any manner restrict or impair any rights or remedies available to execute them with respect to any related documents Persons other than the Borrower and no such legal obligation shall arise except pursuant to mutually agreeable executed definitive documentationother Persons guaranteeing the Obligations or providing collateral security therefor.
Appears in 1 contract
Samples: Limited Forbearance Agreement (Pinnacle Holdings Inc)
Limited Forbearance. (a) Each Lender party hereto Subject to the terms and conditions of this Agreement and any documents or instruments executed in connection herewith, each Forbearing Holder (severally and not jointly) hereby agrees to forbearforbear (solely in its capacity as a beneficial holder of Notes), and hxxxxx hereby instructs Agent to forbear, and the Agent agrees Trustee to forbear, in each case, from exercising any of the Rights and Remedies with respect to any Specified Default during the Forbearance Period (the “Limited Forbearance”). For the avoidance of doubt, during the Forbearance Period, each Lender party hereto Forbearing Holder agrees that (i) it (individually or collectively) will not deliver (and will not take any action to cause any registered holder of the Notes or any Depository or nominee thereof or participant therein to deliver) any notice, instruction or request to the Agent, Trustee directing the Agent Trustee to exercise any of the Rights and Remedies against the Borrower Issuer or any of the Guarantors, any of their respective Subsidiaries or any property or assets of any of the foregoing with respect to any the Specified Default and (ii) if the Trustee exercises (or commences to take all actions necessary exercise or reasonably desirable attempts to prevent the Agent from exercising exercise) any of the Rights and Remedies with respect to any Specified Default, or if the Trustee is instructed or requested to exercise any Rights and Remedies by holders of more than 25% of the Notes, each Forbearing Holder (severally and not jointly) agrees to use reasonable efforts to cause the Trustee to rescind such exercise of Rights and Remedies, to the extent permitted under the Indenture. For purposes of this Section 2(a)(ii), the Parties agree that (x) the delivery of a letter from the Forbearing Holders to the Trustee instructing or directing that the relevant exercise of Rights and Remedies be rescinded will constitute “reasonable efforts,” and (y) the Forbearing Holders have no obligation to provide any indemnification in connection with any request made pursuant to this Section 2(a)(ii) (or otherwise pursuant to this Agreement).
(b) The Limited Forbearance is limited in nature and is not intended, and shall not be deemed or construed (i) to constitute a waiver of any Specified Defaults Default or any other existing or future Defaults or Events of Default or compliance with any term or provision of the Loan Indenture Documents or applicable law or any options, rights and remedies to which the Forbearing Holders may be entitled, (ii) as a waiver of the Issuer’s obligation, pursuant to the Indenture and the Notes, to pay interest on unpaid interest at a rate of 8.500% pursuant to the terms of the Indenture (and which obligation to pay interest on interest pursuant to the terms of the Indenture the Issuer hereby reaffirms) or (iii) to establish a custom or course of dealing between the BorrowerIssuer and the Guarantors, on the one hand, and the Agent Trustee and/or any Lendernoteholder, on the other hand. The Borrower Issuer acknowledges and agrees that the agreement of the Agent Trustee and the Lenders Forbearing Holders hereunder to forbear from exercising their default-related remedies Rights and Remedies with respect to the Specified Defaults shall not constitute a waiver of the Specified Defaults or any Specified other Default or Event of Default that may be outstanding on the date hereof or any Default or Event of Default that may occur after the date hereof (which are hereby preserved), and that, except as expressly set forth in this Agreement, the Agent Trustee and the Lenders expressly reserve Forbearing Holders shall be entitled to exercise all rights and remedies that the Agents Trustee and the Lenders Forbearing Holders may have under any or all of the Loan Indenture Documents and applicable law in connection with all Defaults or Events of Default.
(c) Upon the occurrence of a Termination Event termination or expiration of the Forbearance Period: :
(i) the Limited Forbearance shall immediately and all agreements set forth in Section 3(a) of this Agreement automatically terminate and shall terminate automatically and be of have no further force or and effect, and ;
(ii) each of the Forbearing Holders shall be released from any and all obligations and agreements under this Agreement; and
(iii) subject to the terms of the Loan Indenture Documents and applicable law, the Agent and each Lender Forbearing Holders shall be free to proceed to enforce any or all of its rights their Rights and remedies Remedies set forth in the Credit AgreementIndenture, the other Loan Indenture Documents and applicable law. For law (x) without the avoidance requirement of doubtany demand, presentment, protest, or notice of any kind, all of which the Borrower acknowledges Issuer waives, and confirms that the agreement of the Lenders (y) as if this Agreement had not occurred and the Agent temporarily to forbear shall Limited Forbearance had not apply to nor preclude any remedy available to the Agent or the Lenders in connection with any proceeding commenced voluntarily by the Company or its subsidiaries 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 lawoccurred.
(d) The parties 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 Agent or any Lender Trustee and the Forbearing Holders may be entitled to take or bring in order to enforce its rights Rights and remedies Remedies against the Borrower Issuer or any of the Guarantors, any of their respective Subsidiaries or any property or assets of any of the foregoing in respect of the Specified Defaults are, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.
(e) Execution of this Agreement constitutes a direction by each of the Lenders party hereto Forbearing Holders that the Agent Trustee act or forbear from acting in accordance with the terms of this Agreement until Agreement. The Trustee shall not, and shall not be required to, act against the termination Issuer or expiration any of the Forbearance PeriodGuarantors, any of their respective Subsidiaries or any property or assets of any of the foregoing if such action is contrary to the terms of this Agreement. Notwithstanding any other provision of this Agreement, the Forbearing Holders are not (i) indemnifying the Trustee against any liability under this Agreement or (ii) undertaking any obligation to provide such indemnity in the future, whether in connection with this Agreement or otherwise.
(f) The Borrower Issuer understands and accepts the temporary nature of the Limited Forbearance provided hereby and that none of the Lenders party hereto and Trustee or the Agent Forbearing Holders have given any assurances that they will extend such Limited Forbearance or provide waivers or amendments to the Credit Agreement Indenture or any other Loan Indenture Document other than those expressly provided for herein.
(g) Nothing in The Issuer understands and accepts that, subject to this Agreement constitutes a legal obligation Agreement, all rights and remedies that the Trustee and the Forbearing Holders have under the Indenture Documents and applicable law with respect to participate in any restructuring or amendment of the Credit Agreement or Issuer shall continue to execute any related documents be available to the Trustee and no such legal obligation shall arise except pursuant to mutually agreeable executed definitive documentationthe Forbearing Holders.
Appears in 1 contract
Limited Forbearance. (a) Each Lender party hereto Subject to the terms and conditions of this Agreement and any documents or instruments executed in connection herewith, each Forbearing Holder (severally and not jointly) hereby agrees to forbearforbear (solely in its capacity as a beneficial holder of Notes), and hxxxxx hereby instructs Agent to forbear, and the Agent agrees Trustee to forbear, in each case, from exercising any of the Rights and Remedies with respect to any the Specified Default during the Forbearance Period (the “Limited Forbearance”). For the avoidance of doubt, during the Forbearance Period, each Lender party hereto Forbearing Holder agrees that (i) it (individually or collectively) will not deliver (and will not take any action to cause any registered holder of the Notes or any Depository or nominee thereof or participant therein to deliver) any notice, instruction or request to the Agent, Trustee directing the Agent Trustee to exercise any of the Rights and Remedies against the Borrower Issuer or any of the Guarantors, any of their respective Subsidiaries or any property or assets of any of the foregoing with respect to any the Specified Default and (ii) if the Trustee exercises (or commences to take all actions necessary exercise or reasonably desirable attempts to prevent the Agent from exercising exercise) any of the Rights and Remedies with respect to any the Specified Default, or if the Trustee is instructed or requested to exercise any Rights and Remedies by holders of more than 30% of the Notes, each Forbearing Holder (severally and not jointly) agrees to use reasonable efforts to cause the Trustee to rescind such exercise of Rights and Remedies, to the extent permitted under the Indenture. For purposes of this Section 2(a)(ii), the Parties agree that (x) the delivery of a letter from the Forbearing Holders to the Trustee instructing or directing that the relevant exercise of Rights and Remedies be rescinded will constitute “reasonable efforts,” and (y) the Forbearing Holders have no obligation to provide any indemnification in connection with any request made pursuant to this Section 2(a)(ii) (or otherwise pursuant to this Agreement).
(b) The Limited Forbearance is limited in nature and is not intended, and shall not be deemed or construed (i) to constitute a waiver of any the Specified Defaults Default or any other existing or future Defaults or Events of Default or compliance with any term or provision of the Loan Indenture Documents or applicable law or any options, rights and remedies to which the Forbearing Holders may be entitled, (ii) as a waiver of the Issuer’s obligation, pursuant to the Indenture and the Notes, to pay interest on unpaid interest at a rate of 8.500% pursuant to the terms of the Indenture (and which obligation to pay interest on interest pursuant to the terms of the Indenture the Issuer hereby reaffirms) or (iii) to establish a custom or course of dealing between the BorrowerIssuer and the Guarantors, on the one hand, and the Agent Trustee and/or any Lendernoteholder, on the other hand. The Borrower Issuer acknowledges and agrees that the agreement of the Agent Trustee and the Lenders Forbearing Holders hereunder to forbear from exercising their default-related remedies Rights and Remedies with respect to the Specified Defaults Default shall not constitute a waiver of any the Specified Default or any other Default or Event of Default that may be outstanding on the date hereof or any Default or Event of Default that may occur after the date hereof (which are hereby preserved), and that, except as expressly set forth in this Agreement, the Agent Trustee and the Lenders expressly reserve Forbearing Holders shall be entitled to exercise all rights and remedies that the Agents Trustee and the Lenders Forbearing Holders may have under any or all of the Loan Indenture Documents and applicable law in connection with all Defaults or Events of Default.
(c) Upon the occurrence of a Termination Event termination or expiration of the Forbearance Period: :
(i) the Limited Forbearance shall immediately and all agreements set forth in Section 3(a) of this Agreement automatically terminate and shall terminate automatically and be of have no further force or and effect, and ;
(ii) each of the Forbearing Holders shall be released from any and all obligations and agreements under this Agreement; and
(iii) subject to the terms of the Loan Indenture Documents and applicable law, the Agent and each Lender Forbearing Holders shall be free to proceed to enforce any or all of its rights their Rights and remedies Remedies set forth in the Credit AgreementIndenture, the other Loan Indenture Documents and applicable law. For law (x) without the avoidance requirement of doubtany demand, presentment, protest, or notice of any kind, all of which the Borrower acknowledges Issuer waives, and confirms that the agreement of the Lenders (y) as if this Agreement had not occurred and the Agent temporarily to forbear shall Limited Forbearance had not apply to nor preclude any remedy available to the Agent or the Lenders in connection with any proceeding commenced voluntarily by the Company or its subsidiaries 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 lawoccurred.
(d) The parties 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 Agent or any Lender Trustee and the Forbearing Holders may be entitled to take or bring in order to enforce its rights and remedies against the Borrower Issuer or any of the Guarantors, any of their respective Subsidiaries or any property or assets of any of the foregoing in respect of the Specified Defaults areDefault is, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.
(e) Execution of this Agreement constitutes a direction by each of the Lenders party hereto Forbearing Holders that the Agent Trustee act or forbear from acting in accordance with the terms of this Agreement until Agreement. The Trustee shall not, and shall not be required to, act against the termination Issuer or expiration any of the Forbearance PeriodGuarantors, any of their respective Subsidiaries or any property or assets of any of the foregoing if such action is contrary to the terms of this Agreement. Notwithstanding any other provision of this Agreement, the Forbearing Holders are not (i) indemnifying the Trustee against any liability under this Agreement or (ii) undertaking any obligation to provide such indemnity in the future, whether in connection with this Agreement or otherwise.
(f) The Borrower Issuer understands and accepts the temporary nature of the Limited Forbearance provided hereby and that none of the Lenders party hereto and Trustee or the Agent Forbearing Holders have given any assurances that they will extend such Limited Forbearance or provide waivers or amendments to the Credit Agreement Indenture or any other Loan Indenture Document other than those expressly provided for herein.
(g) Nothing in The Issuer understands and accepts that, subject to this Agreement constitutes a legal obligation Agreement, all rights and remedies that the Trustee and the Forbearing Holders have under the Indenture Documents and applicable law with respect to participate in any restructuring or amendment of the Credit Agreement or Issuer shall continue to execute any related documents be available to the Trustee and no such legal obligation shall arise except pursuant to mutually agreeable executed definitive documentationthe Forbearing Holders.
Appears in 1 contract
Limited Forbearance. (a) Each The Lender party hereto hereby Group agrees to forbear, and hxxxxx instructs Agent to forbear, and the Agent agrees to forbear, in each case, forbear from exercising rights and remedies under Section 9.1 solely by reason of, or as a result of the occurrence of, any Event of Default arising under Section 8.7 as a result of the occurrence and continuance of any default under either Indenture as a result of the failure of Parent to make the scheduled interest payment due on April 1, 2009 in respect of the Senior Subordinated Notes, which forbearance period shall commence on the date of the occurrence of such Event of Default and end (automatically and without notice to or any action by any Person) on the earliest to occur of (i) the 90th day following the occurrence of such Event of Default, (ii) the occurrence of any other Default or Event of Default, (iii) the acceleration (or receipt by Parent or any of its Subsidiaries of notice of the Rights and Remedies with acceleration) of all or any portion of the Indebtedness outstanding in respect of the Senior Subordinated Notes, (iv) the payment of any forbearance, waiver, consent or other similar fee to any Specified Default during Person in connection with such default under the Forbearance Period Senior Subordinated Notes Indenture and (the “Limited Forbearance”). For the avoidance of doubt, during the Forbearance Period, each Lender party hereto agrees that it (individually v) any event or collectively) will not deliver any notice, instruction or request condition which could reasonably be expected to the Agent, directing the Agent to exercise any of the Rights and Remedies against the Borrower with respect to any Specified Default and to take all actions necessary or reasonably desirable to prevent the Agent from exercising any of the Rights and Remedies with respect to any Specified Defaultresult in a Material Adverse Change.
(b) The Limited Forbearance is limited Notwithstanding anything to the contrary contained in nature this Section 9.2, (i) neither Agent nor any Lender shall be obligated to make any Advances (or extend any other credit) under this Agreement during the forbearance period set forth in Section 9.2(a), (ii) Agent may elect to give Activation Instructions (as defined in the Security Agreement) to one or more Controlled Account Banks in connection with its implementation of a daily sweep of all amounts in each Controlled Account to the Agent's Account in accordance with the terms of the Security Agreement and is (iii) Agent or the Required Lenders may elect to increase the applicable interest rate and Letter of Credit fee in accordance with the terms of Section 2.6(c).
(c) Parent and Borrowers expressly acknowledge and agree that (i) the forbearance granted by the Lender Group pursuant to Section 9.2 shall not intendedconstitute, and shall not be deemed or construed (i) to constitute constitute, a waiver of any Specified Defaults or any other existing or future Defaults or Events such Event of Default or compliance with of any term other Default or provision Event of Default under the Loan Documents or applicable law or (ii) to establish a custom or course of dealing between the Borrower, on the one hand, and the Agent and/or any Lender, on the other hand. The Borrower acknowledges and agrees that the agreement of the Agent and the Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of any Specified Default of the rights and thatremedies provided thereunder, except as expressly set forth under law, at equity or otherwise, (ii) upon the occurrence of any of the events described in this Agreementclauses (i) through (vi) of Section 9.2(a), the Lender Group's agreement under this Section 9.2 to forbear shall terminate automatically without further act or action by Agent or any other member of the Lender Group, and (iii) the Lenders expressly reserve effect of such termination will be to permit the Lender Group to exercise any and all rights and remedies that the Agents and the Lenders have under any or all of the Loan Documents and applicable law in connection with all Defaults or Events of Default.
(c) Upon the occurrence of a Termination Event or expiration of the Forbearance Period: (i) the Limited Forbearance and all agreements set forth in Section 3(a) of this Agreement shall terminate automatically and be of no further force or effect, and (ii) subject to the terms of the Loan Documents and applicable law, the Agent and each Lender shall be free to proceed to enforce any or all of its rights and remedies set forth in the Credit Agreement, the other Loan Documents and applicable law. For the avoidance of doubt, the Borrower acknowledges and confirms that the agreement of the Lenders and the Agent temporarily to forbear shall not apply to nor preclude any remedy available to the Agent or the Lenders in connection with any proceeding commenced voluntarily by the Company or its subsidiaries them 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.
(d) 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 Agent or any Lender may be entitled to take or bring in order to enforce its rights and remedies against the Borrower in respect of the Specified Defaults are, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.
(e) Execution of this Agreement constitutes a direction by the Lenders party hereto that the Agent act or forbear from acting in accordance with the terms of this Agreement until the termination or expiration of the Forbearance Period.
(f) The Borrower understands and accepts the temporary nature of the Limited Forbearance provided hereby and that none of the Lenders party hereto and the Agent have given any assurances that they will extend such Limited Forbearance or provide waivers or amendments to the Credit Agreement or any other Loan Document other than those Document, at law, in equity, or otherwise without any further lapse of time, expiration of applicable grace periods, or requirements of notice, all of which are hereby expressly provided for hereinwaived by Parent and Borrowers.
(g) Nothing in this Agreement constitutes a legal obligation to participate in any restructuring or amendment of the Credit Agreement or to execute any related documents and no such legal obligation shall arise except pursuant to mutually agreeable executed definitive documentation.
Appears in 1 contract
Limited Forbearance. (a) Each Lender party hereto hereby agrees to forbear, and hxxxxx instructs Agent to forbear, and the Agent agrees to forbear, in each case, from exercising any of the Rights and Remedies with respect to any Specified Default during the Forbearance Period (the “Limited Forbearance”). For the avoidance of doubt, during the Forbearance Period, each Lender party hereto agrees that it (individually or collectively) will not deliver any notice, instruction or request A. Subject to the Agentterms and conditions of this BFMA, directing the Agent to exercise any of the Rights and Remedies against the Borrower with respect to any Specified Default and to take all actions necessary or reasonably desirable to prevent the Agent from exercising any of the Rights and Remedies with respect to any Specified Default.
(b) The Limited Forbearance is limited in nature and is not intended, and shall not be deemed or construed (i) to constitute a waiver of any Specified Defaults or any other existing or future Defaults or Events of Default or compliance with any term or provision of the Loan Documents or applicable law or (ii) to establish a custom or course of dealing between the Borrower, on the one hand, and the Agent and/or any Lender, on the other hand. The Borrower acknowledges and Lender agrees that the agreement of the Agent and the Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver exercise of any Specified Default and that, except as expressly set forth in this Agreement, the Agent and the Lenders expressly reserve all its rights and remedies under the Business Financing Agreement that the Agents and the Lenders have under any or all of the Loan Documents and applicable law in connection with all Defaults or Events of Default.
(c) Upon arise solely from the occurrence and/or continuation of a Termination Event or any Existing Default until the expiration of the Forbearance Period: . THE FORBEARANCE GRANTED HEREIN IS A CONDITIONAL, LIMITED, TEMPORARY FORBEARANCE RELATING SOLELY TO THE EXISTING DEFAULTS AND SHALL BE IN EFFECT ONLY UNTIL THE EXPIRATION OF THE FORBEARANCE PERIOD.
B. Nothing set forth herein shall be considered as a waiver by Lender of any Existing Default (i) which Events of Default Lender will suffer to exist only upon the Limited Forbearance and all agreements terms set forth in Section 3(athis BFMA) or of any other Event of Default which may have occurred or which may be disclosed to or be discovered by Lender prior to the date of this Agreement shall terminate automatically and be of no further force or effect, and (ii) subject BFMA. Subject to the terms following sentence, immediately following the expiration of the Loan Documents Forbearance Period, at Lender's election and applicable lawwithout notice to Borrower, the Agent and each Lender shall be free to proceed to may enforce any or all of its rights and remedies set forth in under the Credit Agreement, Business Financing Agreement and the other Loan Documents and applicable law. For the avoidance of doubtExisting Documents, the Borrower acknowledges and confirms that the agreement of the Lenders and the Agent temporarily to forbear shall not apply to nor preclude any remedy available to the Agent or the Lenders in connection with any proceeding commenced voluntarily by the Company or its subsidiaries under any bankruptcy or insolvency at law, including, without limitation, to any relief or in respect of adequate protection or relief from any stay imposed under such lawequity.
(d) 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 Agent or any Lender may be entitled to take or bring in order to enforce its rights and remedies against the Borrower in respect of the Specified Defaults are, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.
(e) Execution C. Notwithstanding Section 6.A. of this Agreement constitutes a direction by BFMA, Lender reserves the Lenders party hereto that the Agent act or forbear from acting right at any time to impose default interest in accordance with the terms of this Business Financing Agreement until the termination or expiration as a result of the Forbearance PeriodExisting Defaults.
(f) The D. Borrower understands and accepts the temporary nature shall notify Lender within one business day following its obtaining notice or knowledge of the Limited occurrence of any Forbearance provided hereby and Termination Event.
E. In the event that none on or before the Forbearance Maturity Date the outstanding principal balance of the Lenders party hereto Term Advance has been reduced to $1,000,000 (or less), and no Forbearance Termination Event has occurred and is continuing, the Agent have given any assurances Existing Defaults shall be deemed automatically waived without further action required by Lender. Any such waiver shall be effective only in that they will extend specific instance and for the specific purpose for which it is given, and such Limited Forbearance or provide waivers or amendments waiver shall not entitle Borrower to the Credit Agreement or any other Loan Document other than those expressly provided for herein.
(g) Nothing in this Agreement constitutes a legal obligation to participate or further waiver in any restructuring similar or amendment of the Credit Agreement or to execute any related documents and no such legal obligation shall arise except pursuant to mutually agreeable executed definitive documentationother circumstances.
Appears in 1 contract
Samples: Business Financing Modification Agreement (Socket Mobile, Inc.)
Limited Forbearance. (a) Each Lender During the Forbearance Period, subject to the terms and conditions of this Agreement, the Agent and the Lenders party hereto hereby agrees agree to forbear, forbear from (i) accelerating the Loans and hxxxxx instructs Agent to forbear, and declaring the Agent agrees to forbear, in each case, from exercising any principal amount of the Rights Loans and Remedies all accrued and unpaid interest and all other sums due in connection therewith to be immediately due and payable, (ii) taking any action to enforce a remedy with respect to any Specified Default during Collateral and (iii) exercising any other rights or remedies under the Forbearance Period (the “Limited Forbearance”). For the avoidance of doubt, during the Forbearance Period, each Lender party hereto agrees that it (individually or collectively) will not deliver any notice, instruction or request to the Agent, directing the Agent to exercise any Loan Documents arising as a result of the Rights and Remedies against the Borrower with respect to any Specified Default and to take all actions necessary or reasonably desirable to prevent the Agent from exercising any occurrence and/or continuance of the Rights Existing Defaults or any Cross Default, except as expressly set forth in Section 2(c), Section 3 and Remedies with respect to any Specified DefaultSection 4 of this Agreement.
(b) The Limited Forbearance is limited Nothing in nature and is not intended, and this Agreement shall not be deemed or construed (i) to constitute as a waiver of any Specified Defaults or any other existing or future Defaults or Events of Default or compliance with any term or provision of acquiescence to the Loan Documents or applicable law or (ii) to establish a custom or course of dealing between the Borrower, on the one handExisting Defaults, and the Agent and/or any Lender, on the other hand. The Borrower acknowledges and agrees that Existing Defaults shall continue in existence notwithstanding the agreement of the Agent and the Lenders hereunder to forbear from exercising their default-related remedies with respect to the Specified Defaults shall not constitute a waiver of any Specified Default and that, except as set forth herein. Except as expressly set forth in this Agreementprovided herein, the Agent execution and the Lenders expressly reserve all rights and remedies that the Agents and the Lenders have under any or all delivery of the Loan Documents and applicable law in connection with all Defaults or Events of Default.
(c) Upon the occurrence of a Termination Event or expiration of the Forbearance Periodthis Agreement shall not: (i) constitute an extension, modification, or waiver of any term or aspect of the Limited Forbearance and all agreements set forth in Section 3(a) of this Credit Agreement shall terminate automatically and be of no further force or effect, and the other Loan Documents; (ii) subject to extend the terms of the Loan Documents and applicable law, Credit Agreement or the due date of any of the obligations thereunder; (iii) give rise to any obligation on the part of the Agent and each Lender shall be free or the Lenders to proceed extend, amend, waive or otherwise modify any term or condition of the Credit Agreement or any of the other Loan Documents; or (iv) give rise to any defense or counterclaim to the rights of the Agent or the Lenders to otherwise enforce any or all of its rights and remedies set forth in under the Credit Agreement, the other Loan Documents and applicable law. For the avoidance of doubtor otherwise, the Borrower acknowledges and confirms that the agreement of the Lenders and the Agent temporarily to forbear shall not apply to nor preclude any remedy available to the Agent or the Lenders in connection with any proceeding commenced voluntarily by the Company or its subsidiaries under any bankruptcy or insolvency law, including, including without limitation, to any relief in respect of adequate protection or relief from any stay imposed under such law.
(dx) The parties hereto agree that the running of exercise all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that the Agent or any Lender may be entitled to take or bring in order to enforce its rights and remedies against the Borrower in respect any Loan Party by virtue of the Specified Defaults are, occurrence and continuance of any Forbearance Default and (y) deliver one or more Payment Blockage Notices to the fullest extent permitted by law, tolled and suspended during trustees for the 2001 Senior Subordinated Note Holders and/or the 2005 Senior Subordinated Note Holders on account of the Existing Defaults or any Forbearance Default. Following the Forbearance Period, the Agent and the Lenders may exercise all rights and remedies against any Loan Party that may exist by virtue of the occurrence and continuance of the Existing Defaults or any Forbearance Default that occurs. Except as expressly set forth in Paragraph 2(a) above, the Agent and the Lenders hereby expressly reserve all of their rights and remedies under the Loan Documents and under applicable Law with respect to the Existing Defaults.
(ec) Execution of this Agreement constitutes a direction by The Agent and Lenders shall have the Lenders party hereto that right to deliver one or more Payment Blockage Notices to the Agent act or forbear from acting in accordance with trustees for the terms of this Agreement until 2001 Senior Subordinated Note Holders and/or the termination or expiration 2005 Senior Subordinated Note Holders on account of the Forbearance Period.
(f) The Borrower understands and accepts the temporary nature of the Limited Forbearance provided hereby and that none of the Lenders party hereto and the Agent have given any assurances that they will extend such Limited Forbearance or provide waivers or amendments to the Credit Agreement Existing Defaults or any other Loan Document other than those expressly provided for hereinForbearance Default.
(g) Nothing in this Agreement constitutes a legal obligation to participate in any restructuring or amendment of the Credit Agreement or to execute any related documents and no such legal obligation shall arise except pursuant to mutually agreeable executed definitive documentation.
Appears in 1 contract
