Limited Waiver. 3.1 Solely during the Waiver Period (as defined below) and not at any other time, the Lenders hereby agree to temporarily waive the Anticipated Defaults and the right to accelerate the Obligations as a result thereof. During the Waiver Period, the Anticipated Defaults shall be deemed not to have occurred or be continuing, and the Administrative Agent and the Lenders shall have no right to enforce rights or exercise remedies with respect to the Anticipated Defaults. The waivers provided pursuant to the terms of this Agreement shall automatically and without further action or notice by any party expire on the Limited Waiver Termination Date (as defined below).
3.2 No waiver provided herein shall remain in effect after the Limited Waiver Termination Date. Upon the Limited Waiver Termination Date, the Anticipated Defaults shall be deemed to be Events of Default in full force and effect, having occurred as of September 30, 2012 and continuing uninterrupted thereafter for all purposes, including, without limitation, for purposes of calculating and charging default interest under Section 2.9(c) of the Credit Agreement, and the Administrative Agent and the Lenders shall retain all of the rights and remedies related thereto. This Agreement shall not have the effect of tolling or extending any applicable cure period beyond the period that would have applied absent this Agreement. Nothing in this Agreement shall be deemed to constitute a waiver by the Administrative Agent or the Lenders of any Default, whether now existing or hereafter arising, or of any right or remedy the Administrative Agent or the Lenders may have under any of the Loan Documents or applicable law, except to the extent expressly set forth herein, nor shall the Lenders’ execution and delivery of this Agreement establish a course of dealing among the Lenders and the Borrower or in any way obligate the Lenders to hereafter provide any further waiver of any kind, to provide any further time prior to the enforcement of their rights or to provide any other financial accommodations to or on behalf of the Borrower or any other Loan Party.
3.3 Notwithstanding anything to the contrary herein, the Lenders do not now waive, nor do they agree that they will waive in the future, any further Default or Event of Default. Neither this Agreement nor any course of dealing or delay or failure of the Lenders in exercising any right, remedy, power or privilege under or in connection with any Event of Default shall affe...
Limited Waiver. The waiver by the Company or the Executive of a violation of any of the provisions of this Agreement, whether express or implied, shall not operate or be construed as a waiver of any subsequent violation of any such provision.
Limited Waiver. (a) The ACG Parties acknowledge that the Pending Defaults will result from ACG Finance’s and ACG’s failure to be able to comply with (i) the financial covenant contained in Section 5.3 of the Existing Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents.
(b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute or imply a waiver of any rights or remedies ...
Limited Waiver. (a) Borrower was in non-compliance with the requirements of Section 7.13.1 for certain periods prior to the date hereof, which failures constitute Events of Default under Section 8.1.4 of the Credit Agreement (the “Specified Non-Compliance Items”). Agent, on behalf of itself and the Lenders, hereby waives the Specified Non-Compliance Items effective as of the date hereof.
(b) Except as specifically set forth above in relation to the Specified Non-Compliance Items, nothing contained in this Amendment or any other communication between Agent, any Lender, Borrower or any other Loan Party shall be a waiver of any past, present or future non-compliance, violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to the Specified Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender to exercise any right, privilege or remedy as a result of the violations set forth above shall not directly or indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the rights of Agent or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any Loan Document or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any Loan Document.
Limited Waiver. The Borrower hereby acknowledges that (i) certain Persons who constituted a “Subsidiary” (prior to giving effect to this Amendment) failed to execute the Guaranty and Pledge Agreement on and after the Closing Date (through the date of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”) under the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 hereof, the Lenders hereby waive the Specified Events of Default. The Borrower acknowledges and agrees that the limited waiver contained in the foregoing sentence shall not be deemed to be or constitute a consent to any future action or inaction on the part of the Borrower, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenant, term or provision in the Credit Agreement or any other Loan Document, and shall not hinder, restrict or otherwise modify the rights and remedies of the Administrative Agent or the Lenders following the occurrence of any other Default or Event of Default (whether now existing or hereafter arising) under the Credit Agreement or any other Loan Document.
Limited Waiver. Without limiting the generality of the provisions of Clause 33 (Amendments and Waivers) of the Facility Agreement, the consent set forth herein shall be limited precisely as written and is provided solely for the purpose of extending the maturity of the Loans, and this Agreement does not constitute, nor should it be construed as, a waiver of compliance by the Obligors of any other term, provision or condition of the Facility Agreement or any other instrument or agreement referred to therein.
Limited Waiver. The Borrowers have informed the Bank that prior to the date hereof, (a) Puxxxx XT Vista Fund, a fund series of Puxxxx Xariable Trust and a Fund under the Loan Agreement, merged with and into Puxxxx XT Multi-Cap Growth Fund (before September 1, 2010, known as Puxxxx XT New Opportunities Fund), also a fund series of Puxxxx Xariable Trust and a Fund under the Loan Agreement and (b) Puxxxx Xista Fund, a Borrower and a Fund under the Loan Agreement, merged with and into Puxxxx Xulti-Cap Growth Fund (before September 1, 2010, known as Puxxxx Xew Opportunities Fund), a Borrower and a Fund under the Loan Agreement (such mergers described in the foregoing clauses (a) and (b), the “Mergers”). Section II(1)(d)(vi) of the Loan Agreement prohibits, except for a Permitted Merger, the merger or consolidation of any Puxxxx Xunds January 6, 2011 Page 2 Fund with or into any entity. The Bank hereby acknowledges that the Mergers constituted Permitted Mergers and hereby waives, solely with respect to the Mergers, the prior notification requirement set forth in the definition of Permitted Merger(s) contained in the Loan Agreement. The foregoing waiver by the Bank shall not constitute a waiver of any other provision of the Loan Documents other than as specifically described herein and shall not obligate the Bank to consent to any further waiver or amendment of the above mentioned provisions of the Loan Agreement for any other or future matters. Accordingly, the parties hereto agree that each such merged Fund shall be terminated as a “Fund” for all purposes under the Loan Documents and that each surviving Fund shall continue to be a “Fund” for all purposes under the Loan Documents.
Limited Waiver. (a) The Borrower failed to deliver the Borrowing Base Certificate relating to March 2010 (the “March 2010 Borrowing Base Certificate”) to the Administrative Agent by April 15, 2010 as required pursuant to Section 7.03(n) (Borrowing Base Certificate) of the Credit Agreement. Such failure constituted (i) a Default until May 15, 2010 and (ii) an Event of Default from May 15, 2010 until such failure was cured on May 17, 2010. The Borrower failed to deliver the notice of such Default to the Administrative Agent by April 20, 2010 as required pursuant to Section 7.03(e) (Notice of Default or Event of Default) of the Credit Agreement. Such failure constituted an Event of Default until such failure was cured on April 26, 2010. Pursuant to Section 3.06(b) (Default Interest Rate) of the Credit Agreement, the Borrower was required to pay interest on the Loans at the rate that would otherwise be applicable thereto plus two percent (2%) per annum (such two percent (2%) per annum is hereinafter referred to as “Default Interest”) while any such Event of Default was continuing.
(b) The Borrower failed to deliver the Borrowing Base Certificate relating to April 2010 (the “April 2010 Borrowing Base Certificate”) to the Administrative Agent by May 15, 2010 as required pursuant to Section 7.03(n) (Borrowing Base Certificate) of the Credit Agreement. Such failure constituted a Default until such failure was cured on May 17, 2010.
(c) The Borrower has requested that the Lenders waive each such Default and Event of Default and all Default Interest with respect thereto.
(d) The Lenders agree to waive each such Default and Event of Default and all Default Interest with respect thereto.
(e) The Lenders agree to waive any mandatory prepayment requirement arising under Section 3.10(d) (Mandatory Prepayment) of the Credit Agreement with respect to the March 2010 Borrowing Base Certificate and the April 2010 Borrowing Base Certificate.
Limited Waiver. The Lender Parties agree to a limited waiver of the following provisions (collectively, the “Subject Provisions”), and that no Default or Event of Default shall exist or arise thereunder:
(i) any terms, conditions, representations or warranties related to clauses (b) and (d) of the definition of Borrowing Base Conditions, and the parties agree that the COVID-19 1 Hersha Hospitality – 2019 Term Loan Amendment No. 1 NYDOCS03/1126277.6 pandemic and the general economic conditions resulting therefrom are not "material matters" under clause (e) of the definition of Borrowing Base Conditions;
(ii) mandatory prepayments under subsections 2.06(b)(i)(B) and 2.06(b)(i)(C);
(iii) the covenants in each of Section 5.04(a) (Parent Guarantor Financial Covenants) and Section 5.04(b) (Borrowing Base Financial Covenants); and
(iv) the representations in each of Section 4.01(g) (Financial Condition) and Section 4.01(s) (Force Majeure). Without limiting the generality of the provisions of Section 9.01 of the 2019 Term Loan Agreement, the waiver set forth in this subsection (a) shall be limited precisely as written, and nothing herein shall be deemed to (a) constitute a waiver of compliance by the Borrower or the Parent Guarantor with respect to (i) the Subject Provisions other than during the Waiver Period or (ii) any other term, provision or condition of the Loan Documents or any other instrument or agreement referred to in any of them, or (b) prejudice any right or remedy that any Lender may now have or may have in the future under or in connection with the 2019 Term Loan Agreement, the other Loan Documents or any other instrument or agreement referred to in any of them or under Applicable Laws. For the avoidance of doubt, the waiver of the Subject Provisions set forth herein shall not extend beyond the last day of the Waiver Period and such waiver shall be of no force or effect for any purpose after the last day of the Waiver Period.
Limited Waiver. Subject to the satisfaction of the conditions set forth in Section 5 below, and in reliance on the representations and warranties contained in Section 4 below, Agent and the Lenders hereby waive the Subject Event of Default. The limited waiver set forth in this Section 2 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not, except as expressly provided herein, be deemed to (a) be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Financing Document; (b) prejudice any right that Agent or Lenders have or may have in the future under or in connection with the Credit Agreement or any other Financing Document; (c) constitute a consent to or waiver of any past, present or future Default or Event of Default (other than the Subject Event of Default) or other violation of any provisions of the Credit Agreement or any other Financing Documents; (d) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit; or (e) establish a custom or course of dealing among any of the Credit Parties, on the one hand, or Agent or any Lender, on the other hand.
