Limited Waiver of Section 6. 16 of the Credit Agreement (Changes in Fiscal Periods). The Required Lenders hereby waive compliance by Holdings, the Borrower and the Subsidiaries with the provisions of Section 6.16 of the Credit Agreement to the extent, but only to the extent necessary to permit the Fiscal Year Change.
Limited Waiver of Section 6. 6. For the avoidance of doubt, Section 6.6 of the Agreement shall not apply with respect to any payments made by Company to Licensor pursuant to the Agreement as of the Amendment Effective Date. Section 6.6 of the Agreement shall also not apply with respect to any payments made by Company to manufacturers of a Device so long as the milestone payments and royalties payable by Company to such manufacturers do not exceed [***]. In the event that the milestone payments and royalties payable by Company to such manufacturers do exceed [***], Section 6.6 of the Agreement shall apply only to the excess. It is the Parties’ understanding that Licensor’s agreement to permit Company to deduct milestone payments and royalties due to a manufacturer from amounts payable to Licensor under Section 6.6 of the Agreement is conditioned upon Company’s good faith cooperation in obtaining reasonable payment terms from such manufacturer, including allowing Licensor to be the only party communicating with such manufacturer (until such time that Company enters into, or has assigned to it by Licensor, a Device Agreement); provided, however, that (a) Licensor shall not execute a supply agreement with such manufacturer without the prior written consent of Company and (b) Licensor shall subsequently take reasonable action, such as assignment of such agreement to Company to the extent permitted (in which event it shall be deemed a Device Agreement), to allow Company to order directly from such manufacturer. Section 6.6 of the Agreement shall also not apply with respect to any payments made by Company to any other manufacturer unless and until Company reasonably determines that reasonable doubt has arisen as to whether the Devices are viable development candidates, at which time any payments made to any such entity may be deducted pursuant to Section 6.6 of the Agreement.
Limited Waiver of Section 6. The Required Lenders hereby waive compliance by Holdings with the provisions of clauses (ii) and (iii) Section 6.12 of the Credit Agreement to the extent (but only to the extent) necessary to allow Holdings, so long as no Default or Event of Default shall have occurred and be continuing at the time thereof or after giving effect thereto, to repurchase, redeem or otherwise prepay with a portion of the IPO Proceeds, (a) all of its outstanding Holdings Subordinated Notes and Seller Subordinated Notes in an aggregate original principal amount of $120,000,000, plus accrued interest, if any, to the date of such repurchase, redemption or prepayment, and (b) up to $70,000,000 aggregate principal amount of its Senior Subordinated Notes, plus prepayment premiums; provided that the balance of the IPO Proceeds shall be used to prepay Term Loans pursuant to Section 2.13(c) of the Credit Agreement.
Limited Waiver of Section 6. 04. The Borrower has informed the Administrative Agent and the Lenders that each of the Step 3 Transactions and the Step 5 Transactions violates Section 6.
Limited Waiver of Section 6. 06. The Borrower has informed the Administrative Agent and the Lenders that each of the Step 7 Transactions, Step 8 Transactions and Step 10 Transactions may be deemed to violate Section 6.06. The Borrower has requested that the Lenders waive, and the Lenders do hereby waive, solely during the Waiver Period, the MLP’s (and its Subsidiaries’) compliance with Section 6.06 solely with respect to the Step 7 Transactions, Step 8 Transactions and Step 10 Transactions (such waiver, the “Section 6.06 Waiver”). May 3, 2024 NuStar Logistics, L.P.
Limited Waiver of Section 6. 07. The Borrower has informed the Administrative Agent and the Lenders that each of the Step 5 Transactions and the Step 9 Transactions may be deemed to violate Section 6.07. The Borrower has requested that the Lenders waive, and the Lenders do hereby waive, solely during the Waiver Period, the MLP’s (and its Subsidiaries’) compliance with Section 6.07 solely with respect to the Step 5 Transactions and the Step 9 Transactions (such waiver, the “Section 6.07 Waiver”).
Limited Waiver of Section 6. The Borrower has informed the Administrative Agent and the Lenders that (i) Sections 5.1(b)(B), (C), (F), (L) and (M) of the Merger Agreement (such provisions, the “Restrictive Merger Agreement Provisions”) violate Section 6.08, (ii) Sections 7.01, 7.02, 7.04, 7.11 and 7.15 of the Sunoco Credit Agreement (such provisions, the “Restrictive Sunoco Credit Agreement Provisions”) violate Section 6.08, (iii) Sections 4.07, 4.09 and 4.12 of each Sunoco Notes Indenture (such provisions, the “Restrictive Sunoco Indenture Provisions”) violate Section 6.08 and (iv) the Step 5 Transactions (and the documents entered into therewith) violate Section 6.
Limited Waiver of Section 6. 15. Parent, Merger Sub and the Shareholder Representative hereby waive the Company’s obligation pursuant to Section 6.15 to purchase a “tail” or “extension” under the general liability insurance policies in effect as of the Agreement Date and listed in Section 3.19 of the Company Disclosure Schedule, provided, however, that the foregoing shall not be deemed to be a waiver of the Company’s obligation to elect to purchase a “tail” or “extension” with a duration of at least five years under the product liability policies in effect as of the Agreement Date and listed in Section 3.19 of the Company Disclosure Schedule to the extent permitted in accordance with the terms thereof.
