Common use of Limited Waivers Clause in Contracts

Limited Waivers. (a) Any Potential Termination Event or Termination Event that may have arisen (or that may at any time hereafter prior to December 15, 2006 arise) under Section 5.1(c) of the Receivables Sale Agreement by virtue of Invacare's failure to observe at all times the financial covenant set forth in Section 11.3 of each of the note purchase agreements executed in connection with the Senior Unsecured Notes (as defined in the Five-Year Credit Agreement) and incorporated by reference into Section 5.2(k) of the Five-Year Credit Agreement (collectively, the "Cross-Defaults") is hereby waived for the period commencing on the date hereof through the earliest to occur of (i) December 15, 2006, (B) any Potential Termination Event or Termination Event other than the Cross Defaults, (C) the breach or nonperformance by any of the Companies of any covenant, agreement or condition set forth in this Waiver, and (D) the date on which any representation or warranty in Section 3 hereof fails to be true and correct. (b) Any Amortization Event or Potential Amortization Event that may have arisen (or that may at any time hereafter prior to December 15, 2006 arise) under Section 9.1(c) of the Receivables Purchase Agreement by virtue of the Cross-Defaults is hereby waived for the period commencing on the date hereof through the earliest to occur of (i) December 15, 2006, (B) any Potential Amortization Event or Amortization Event other than the Cross Defaults, (C) the breach or nonperformance by any of the Companies of any covenant, agreement or condition set forth in this Waiver, and (D) the date on which any representation or warranty in Section 3 hereof fails to be true and correct.

Limited Waivers. (a) Any Potential Termination The Lender Parties acknowledge and agree that, from the period beginning at 11:59 p.m. (EDT) on June 9, 2017 and ending at 11:59 p.m. (EDT) on July 7, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Facility Agreement, the Facility Documents or any other agreements, documents or instruments between or among the Verification Agent, the Borrower, the Administrator, the Lender Parties and the Guarantor, including, but not limited to, any note purchase agreement, netting agreement, master securities forward transaction agreement or interest rate protection agreement, as applicable (collectively, the “Transaction Documents”), (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any such case, under any Transaction Document, whether past, present or through the Expiration Date, as a result of or arising from, directly or indirectly, the Restatement (a “Default Event”), including, without limitation, any Default Event or Termination Event that may have arisen (or that may at any time hereafter prior triggered pursuant to December 15, 2006 arise) under Section 5.1(c8.01(f) of the Receivables Sale Facility Agreement by virtue due to a default, event of Invacare's failure default, amortization event, termination event or similar event or condition however styled or denominated, in any such case under any other Transaction Document resulting or arising from, directly or indirectly, the Restatement, but excluding any other Default Event triggered pursuant to observe at all times Section 8.01(f) of the financial covenant set forth Facility Agreement to the extent such other Default Event is predicated upon the actual acceleration of the indebtedness unrelated to the Transaction Documents referenced in Section 11.3 of each 8.01(f) of the note purchase agreements executed Facility Agreement, and (ii) there shall be no Default Event as a result of or arising from, directly or indirectly, (x) any breach of any representation or warranty made prior to the Effective Date relating to the Specified Financial Statements or any monthly financial statements delivered under any Transaction Document during the period from and including January 1, 2016 to the Expiration Date (the “Specified Monthly Financial Statements” and, together with the Specified Financial Statements, the “Specified Periodic Financial Statements”) (including, without limitation, as part of any certification, report or statement made pursuant to or in connection with the Senior Unsecured Notes (as defined in the Five-Year Credit Agreement) and incorporated by reference into Section 5.2(k) delivery of the Five-Year Credit Agreement Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or incorrect, or (collectively, y) the "Cross-Defaults") is hereby waived failure to deliver notice of any Default Event relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the period commencing on existence of such Default Event, and in each case of the date hereof through the earliest to occur of foregoing clauses (i) December 15, 2006, (B) any Potential Termination Event or Termination Event other than the Cross Defaults, (C) the breach or nonperformance by any of the Companies of any covenant, agreement or condition set forth in this Waiver, and (D) ii), any such Default Event is expressly waived by the date on which any representation or warranty in Section 3 hereof fails to be true and correctLender Parties. (b) Any Amortization Event or Potential Amortization Event that may have arisen (or that may at any time hereafter prior to December 15For the avoidance of doubt, 2006 arise) under Section 9.1(c) of the Receivables Purchase Agreement by virtue of the Cross-Defaults is hereby waived for during the period commencing on from and including the date hereof Effective Date through the earliest to occur of Expiration Date, (i) December 15, 2006, (B) any Potential Amortization Event or Amortization Event other than the Cross Defaults, (C) Lender Parties shall continue to make Loans to the breach or nonperformance by any Borrower in accordance with the terms of the Companies Transaction Documents (as modified by the terms of any covenant, agreement or condition set forth in this WaiverAgreement), and (Dii) neither the date on which Borrower nor the Guarantor shall be required to deliver any representation notice pursuant to any Transaction Document in connection with the occurrence or warranty continuation of the events described in this Section 3 hereof fails to be true and correct2.

Limited Waivers. (a) Any Potential Termination Event or Termination Event that may have arisen (or that may at any time hereafter prior to December 15, 2006 the Outside Waiver Termination Date arise) under under: (i) Section 5.1(c) of the Receivables Sale Agreement by virtue of Invacare's failure to observe at all times Sections 5.2(a), 5.2(c), 6.1(c) and 6.1(f) of the financial covenant set forth in Section Five-Year Credit Agreement and/or Sections 7.1(d), 11.3 and 12 of each of the note purchase agreements executed in connection with the Senior Unsecured Notes (as defined in the Five-Year Credit Agreement) and incorporated by reference into Section 5.2(k) of the Five-Year Credit Agreement, (ii) Section 5.1(a)(ii) of the Receivables Sale Agreement by virtue of Invacare's failure to observe Section 4.1(b)(i) of the Receivables Sale Agreement, and (iii) Section 9.1(a)(ii) of the Receivables Purchase Agreement by virtue of Invacare's failure to observe Section 7.1(b)(v) of the Receivables Purchase Agreement (all of the foregoing, collectively, the "Cross-Existing Defaults") is hereby waived for the period commencing on the date hereof through the earliest to occur of (iA) December 15, 2006the Outside Waiver Termination Date, (B) any Potential Termination Event or Termination Event other than the Cross Defaults, (C) the breach or nonperformance by any of the Companies of any covenant, agreement or condition set forth in this Waiver, and (D) the date on which any representation or warranty in Section 3 hereof fails to be true and correct. (b) Any Amortization Event or Potential Amortization Event that may have arisen (or that may at any time hereafter prior to December 15, 2006 the Outside Waiver Termination Date arise) under Section 9.1(c) of the Receivables Purchase Agreement by virtue of the Cross-Existing Defaults is hereby waived for the period commencing on the date hereof through the earliest to occur of (i) December 15, 2006the Outside Waiver Termination Date, (B) any Potential Amortization Event or Amortization Event other than the Cross Existing Defaults, (C) the breach or nonperformance by any of the Companies of any covenant, agreement or condition set forth in this Waiver, and (D) the date on which any representation or warranty in Section 3 hereof fails to be true and correct. (c) The Outside Waiver Termination Date shall be automatically extended from January 31, 2007 to February 15, 2007, without notice or any other action, if (i) on or prior to December 22, 2006, Invacare has provided the Agent with a fully executed commitment letter or letters (as amended or otherwise modified from time to time, collectively, the "Commitment Letters") providing fully underwritten commitments from one or more reputable financial institutions and/or institutional investors to provide financing to Invacare in an aggregate amount sufficient to pay in full all outstanding obligations of Invacare and its Subsidiaries under the Primary Loan Documents (as defined in the Noteholder Waiver) on or prior to February 15, 2007, in form and substance satisfactory to the Agent and (ii) the waiver period under each of the Other December 2006 Waivers has likewise been (or shall be, concurrently with the extension of this Waiver) extended to February 15, 2007 on terms and conditions satisfactory to the Agent; provided, however if on or prior to January 31, 2007, (x) any of the Commitment Letters is terminated (unless the commitments under the remaining Commitment Letters, after giving effect to such termination and any new Commitment Letter or Commitment Letters entered into by Invacare in replacement of such terminated Commitment Letter and delivered to the Agent prior to such termination, are sufficient to pay in full all outstanding obligations of Invacare and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007) or (y) the waiver period under any of the Other December 2006 Waivers shall have reverted to January 31, 2007 then, in any such case, the Outside Waiver Termination Date shall revert to January 31, 2007; provided, further that if any of the events described in the foregoing clauses (x) or (y) occurs after January 31, 2007, the waivers contained herein shall expire as of the occurrence of such event without notice or any further action.

Limited Waivers. (a) Any Potential Termination The Purchaser acknowledges and agrees that, from the period beginning on the Effective Date (as defined below) and ending at 5:00 p.m. (EDT) on July 31, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Facility Agreement, the Program Documents or any other agreements, documents or instruments between or among any Seller Party, the Purchaser and the Guarantor, including, but not limited to, any netting agreement, master securities forward transaction agreement or interest rate protection agreement, as applicable (collectively, the “Transaction Documents”), (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any such case, under any Transaction Document, whether past, present or future (but solely during the term of this Agreement), solely as a result of or arising solely from the Restatement (a “Default Event”), including, without limitation, any Default Event or Termination Event that may have arisen (or that may at any time hereafter prior triggered pursuant to December 15, 2006 arise) under Section 5.1(c17(e) of the Receivables Sale Facility Agreement by virtue due to a default, event of Invacare's failure default, amortization event, termination event or similar event or condition however styled or denominated, in any such case solely resulting or arising from the Restatement, and (ii) there shall be no Default Event solely as a result of or arising solely from (x) any breach of any representation or warranty made prior to observe at all times the Effective Date relating to the Specified Financial Statements or any monthly financial covenant set forth in Section 11.3 statements delivered under any Transaction Document during the period from and including January 1, 2016 to the Expiration Date (the “Specified Monthly Financial Statements” and, together with the Specified Financial Statements, the “Specified Periodic Financial Statements”) (including, without limitation, as part of each of the note purchase agreements executed any certification, report or statement made pursuant to or in connection with the Senior Unsecured Notes (as defined in the Five-Year Credit Agreement) and incorporated by reference into Section 5.2(k) delivery of the Five-Year Credit Agreement Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or incorrect, or (collectively, y) the "Cross-Defaults") is hereby waived failure to deliver notice of any Default Event relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the period commencing on existence of such Default Event, and in each case of the date hereof through the earliest to occur of foregoing clauses (i) December 15, 2006, (B) any Potential Termination Event or Termination Event other than the Cross Defaults, (C) the breach or nonperformance by any of the Companies of any covenant, agreement or condition set forth in this Waiver, and (D) ii), any such Default Event is expressly waived by the date on which any representation or warranty in Section 3 hereof fails to be true and correctPurchaser. (b) Any Amortization Event For the avoidance of doubt, during the period from and including the Effective Date through the Expiration Date, (i) the Purchaser shall continue to enter into Transactions with the Seller Parties in accordance with the terms of the Transaction Documents (as modified by the terms of this Agreement), and (ii) neither the Seller Parties nor the Guarantor shall be required to deliver any notice pursuant to any Transaction Document in connection with the occurrence or Potential Amortization continuation of the events described in this Section 2. Other than as expressly waived in this Section 2, (i) the Purchaser reserves its rights, in its sole discretion, to exercise any or all of its rights and remedies under the Transaction Documents as a result of any Default Event that may have arisen (or that may at any time hereafter prior to December 15, 2006 arise) under Section 9.1(c) of the Receivables Purchase Agreement by virtue of the Cross-Defaults is hereby waived for the period commencing on occur after the date hereof through (including, without limitation, any future Default Event arising under the earliest to occur of (i) December 15, 2006Transaction Documents occurring after the Expiration Date), (B) any Potential Amortization Event or Amortization Event other than the Cross Defaults, (Cii) the breach or nonperformance by Purchaser has not waived any of the Companies of any covenant, agreement such rights or condition set forth in this Waiverremedies, and (Diii) nothing in this Agreement and no delay on its part in exercising any such rights or remedies, should, or shall, be construed as a waiver of any such rights or remedies. This Agreement constitutes the date on which entire agreement between the parties hereto relating to the subject matter hereof, and supersedes any representation prior oral or warranty in Section 3 hereof fails to be true and correctwritten agreement between them.