Limited Waiver and Consent. The Company requested and the Holders have agreed to waive (i) the Specified Defaults and (ii) the requirement for the Company to comply with the minimum liquidity financial covenant set forth in Section 8(J)(i) of the Existing Notes until the last day of the Liquidity Period (the “Specified Waivers and Consents”). This limited waiver and consent shall be limited precisely as written and no other terms, covenants or provisions of the Notes, the Purchase Agreement or any other Transaction Document are intended to be waived, amended or otherwise effected hereby. The Specified Waivers and Consents shall relate solely to the Specified Defaults described above in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the Notes or any other Transaction Document, and shall not in any way or manner restrict the Agent or any Holder from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one of the Specified Defaults as expressly enumerated above and conditioned in this Section 3) at any time in respect of the Notes or any other Transaction Document. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by any Note Party with respect to any other term, provision or condition of the Notes or any other Transaction Document, or any other instrument or agreement referred to therein; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Holder may now have or may have in the future under or in connection with the Notes or any other Transaction Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 3.
Limited Waiver and Consent. Borrowers have requested consent from Agent and Lenders for Borrowers to enter into the Note Purchase Documents, to the extent party thereto, and incur and become obligated, primarily or secondarily, with respect to the Note Purchase Debt. Agent and the Lenders hereby consent to Borrowers’ request for Borrowers to enter into the applicable Note Purchase Documents to which they are party and incur and become obligated, primarily or secondarily, with respect to the Note Purchase Debt so long as Borrowers agree to the amendments set forth in this Amendment related thereto. Subject to the foregoing conditions, Agent and Lenders agree that the entry into the Note Purchase Documents, the incurrence of the Note Purchase Debt by Holdings and the guaranty of the Note Purchase Debt by each other Borrower is not, and shall not be deemed, a Default or Event of Default under the Credit Agreement and is hereby permitted under the Financing Documents. The foregoing consent and agreement is expressly limited to the Note Purchase Documents and the Note Purchase Debt, and shall not be construed to permit (i) any Borrower to incur any Debt that is not Permitted Debt, (ii) the Note Purchase Debt to be secured by any Liens on any assets of any Borrower, nor (iii) any Note Purchase Documents to contain any restriction described in subclause (a) of Section 5.4 of the Credit Agreement as it relates to Liens on ABL Assets in favor of Agent.
Limited Waiver and Consent. The Purchasers hereby:
Limited Waiver and Consent. Notwithstanding the provisions of Section 13(d) of the Agreement, Agent and the Lenders hereby consent to (i) the purchase of the convenience distribution assets (the “Purchase”) of Harp’s Food Stores, Inc. (“Harp”) in accordance with the terms of that certain Asset Purchase Agreement dated as of October 21, 2009 between Amcon and Harp (the “Purchase Agreement”), (ii) the incurrence of debt in the amount $500,000 payable by Amcon to Harp subject to the requirements of Section 13(b) of the Agreement and (iii) the payment of certain contingent payments to be made by Amcon to Harp in accordance with the terms of the Purchase Agreement (the “Harp Contingent Payment”) subject to the following conditions: (a) the amount of such contingent payments paid to Harp by the Borrowers may not exceed One Million Forty Thousand Dollars ($1,040,000) in the aggregate at any time, (b) no Event of Default has occurred or would be caused by the making of any such contingent payment after giving effect thereto (including, but not limited to, all financial covenants set forth in Section 14 of the Loan Agreement) and (c) the Borrowers have Average Excess Availability of not less than Five Million Dollars ($5,000,000) for the thirty day period immediately prior to the payment of such contingent payment and after giving effect to the payment of such contingent payment. The consent provided herein shall be limited to the matter set forth herein and shall not suspend, waive or affect any other covenant, condition or definition contained in the Loan Agreement. Except as otherwise provided herein, all provisions, terms and conditions of the Loan Agreement remain in full force and effect. The consent is granted only for the specific instance specified herein and in no manner creates a course of dealing or otherwise impairs the future ability of Lenders to declare an Event of Default under or otherwise enforce the terms of the Loan Agreement.
Limited Waiver and Consent. (a) Subject to the satisfaction (or due waiver) of the conditions set forth in Section 3 hereof, and in reliance upon the representations and warranties of Company set forth in Section 4 hereof, the Requisite Lenders hereby waive compliance with Section 7.1(vi)(5)(i) of the Credit Agreement solely to permit the incurrence of the 2013 Incremental Term Loans in an aggregate amount of $70,000,000 in connection with the 2009 Note Redemption (the “Limited Waiver”).
Limited Waiver and Consent. On the terms and subject to the conditions set forth herein and in reliance on the representations and warranties of ADT Limited herein contained, the Agent and the Required Lenders hereby
Limited Waiver and Consent. With effect from the Consent Date, the Agent and each Lender party hereto previously waived the Prospective Defaults on the terms and subject to the conditions set forth in this Section 2. This limited waiver and consent shall be limited precisely as written and no other terms, covenants or provisions of the Credit Agreement or any other Loan Document are intended to be waived, amended or otherwise effected hereby. The Specified Waivers and Consents shall apply only for the Subject Test Period and the Prospective Defaults and shall not apply for any other Test Periods, any other actual or prospective Defaults, Events of Default or violation of any other provision of the Credit Agreement or any other Loan Document. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by the Borrower or any other Loan Party with respect to any other term, provision or condition of the Credit Agreement or any other Loan Document, or any other instrument or agreement referred to therein; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Secured Party may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 2.
Limited Waiver and Consent. The Administrative Agent and the Lenders parties hereto hereby agree to waive each of Sensata Technologies Bulgaria EOOD’s, Sensata Technologies Japan Limited’s, Sensata Technologies Holland B.V.’s, Sensata Technologies Malaysia Sdn. Bhd.’s, Sensata Technologies France S.A.S.’s, August France Holding Company S.A.S.’s, Sensata Finance Ireland Limited’s, Sensata Technologies de Mexico, S. de X.X. de C.V.’s, ST August Lux Company S.à x.x.’s, ST August Lux Intermediate Holdco S.à x.
Limited Waiver and Consent a. At the Borrower’s request, the Lenders hereby waive the Borrower’s violation of the covenant set forth in Section 7.10(b) of the Credit Agreement for the period beginning December 31, 2006 and ending March 31, 2007, and after which time such covenant shall be in full force and effect.
Limited Waiver and Consent. The Administrative Agent and the Revolving Credit Lenders parties hereto hereby agree to waive the compliance by each of Sensata Technologies Bulgaria EOOD, Sensata Technologies de Mexico S. de X.X. de C.V., Sensata Technologies Holding Company Mexico, B.V., Sensata Technologies Holland B.V., ST Xxxxxxxx Holding Company UK Limited, Sensor-Nite NV, ST August Lux Company S.à x.x., ST August Lux Intermediate Holdco S.à x.x., August Lux Holding Company, August Brazil Holding Company, August LuxUK Holding Company and Sensata Technologies Japan Limited (collectively, the “Subject Guarantors”) with all covenants and/or representations and warranties in the Loan Documents relating to the effectiveness or perfection of any security interest under, or enforceability of, any Collateral Document governed by Bulgarian, Mexican, Luxembourg or Japanese law, as applicable, on the Effective Date and for a period of 90 days after the Effective Date (as such time period may be extended in the reasonable discretion of the Administrative Agent), provided that the foregoing waiver shall only waive compliance with (i) requirements in respect of any change to the Secured Obligations pursuant to this Amendment and (ii) enforceability requirements relating to enforceability in respect of such change to the Secured Obligations. During this 90-day period (as such time period may be extended in the reasonable discretion of the Administrative Agent) the Borrowers and the Parent will procure that the Subject Guarantors amend or enter into such Collateral Documents to reflect the amendments hereunder and will take all requisite actions as shall be set forth in the Guarantor Affirmation below to ensure that each Subject Guarantor has granted in favor of the Administrative Agent for the benefit of the Secured Parties, a valid and, to the extent required under the Collateral Documents to which it is a party, perfected security interest in its Collateral, as defined in such Collateral Documents.
