Supplemental Terms, Conditions and Covenants During the Forbearance Period. The parties hereto hereby agree to comply with the following terms, conditions and covenants during the Forbearance Period, in each case notwithstanding any provision to the contrary set forth in any Loan Document:
Supplemental Terms, Conditions and Covenants During the Forbearance Period. The parties hereto hereby agree to comply with the following terms, conditions and covenants during the Forbearance Period, in each case notwithstanding any provision to the contrary set forth in this Agreement, the Second Lien Indenture or any other Second Lien Document:
(a) Issuer and each other Credit Party agrees that it shall not enter into any agreement to retain an investment banking firm, crisis manager, restructuring advisor, chief restructuring officer, consultant, financial advisor and/or other third-party professional without the prior written consent of each of the Noteholders.
(b) The Noteholders may engage one or more field auditors to review Issuer’s accounts and bank accounts. If the Noteholders elect to engage such field auditor(s), Issuer and the other Credit Parties shall fully cooperate with the Noteholders’ field auditors and promptly provide all information and materials reasonably requested by such auditors and take all other action reasonably requested by the auditors to enable them to complete their audit.
(c) Without limiting the Noteholders’ or Trustee’s rights under the Second Lien Indenture and other Second Lien Documents, Issuer and the other Credit Parties hereby agree to: (i) give the Noteholders and their Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of Issuer and the other Credit Parties, (ii) furnish to the Noteholders and their Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) instruct Issuer’s and any other Credit Party’s employees and financial advisors to cooperate reasonably with the Noteholders and their Representatives in respect of the aforementioned clauses (i) and (ii)). For purposes of this Agreement, the term “Representatives” shall mean any Noteholder’s employees, agents, representatives, advisors and consultants (including any investment banker, financial advisor, accountant, legal counsel, agent, representative or expert retained by or acting on behalf of Trustee).
(d) Each of Issuer and the other Credit Parties shall, and shall cause its officers, directors, employees and advisors to, cooperate fully with the Noteholders and their Representatives in furnishing information as and when reasonably requested by any Noteholder or their Representatives regarding the Collateral or Issuer’...
Supplemental Terms, Conditions and Covenants During the Forbearance Period. The parties hereto hereby agree to comply with the following terms, conditions and covenants during the Forbearance Period, in each case notwithstanding any provision to the contrary set forth in this Agreement, the Credit Agreement or any other Loan Document:
(a) Borrower and each other Loan Party agrees that it shall not enter into any agreement to retain any additional investment banking firm, crisis manager, chief restructuring officer, consultant, financial advisor and/or other third-party professional without the prior written notice to the Agent.
(b) The Borrower has notified the Agent that it may terminate its Swap Contracts (the “Specified Derivatives”) during the Forbearance Period. Pursuant to Section 4.03(b) of the Credit Agreement, the Agent agrees that the notice provided by the Borrower is acceptable prior written notice. The Agent and the Lenders party hereto have determined that the Specified Derivatives do not have a Recognized Value in the Borrowing Base and agree to waive the Agent’s right to redetermine the Borrowing Base as a result of the termination of the Specified Derivatives under Section 4.03(b) of the Credit Agreement.
Supplemental Terms, Conditions and Covenants During the Forbearance Period. (a) During the Forbearance Period, the Note Parties shall provide to the Agent for itself and on behalf of the Noteholders, (i) no later than 5:00 p.m. Friday of each week, commencing January 4, 2019, an updated 13-week cash flow statement for the Note Parties and (ii) copies of such other documents or information as requested by the Agent or the Noteholder Parties.
(b) During the Forbearance Period, at the request of any Noteholder Party on not more than a weekly basis, management of the Note Parties shall conduct a telephonic meeting to be attended by the respective representatives of the Note Parties and the Noteholder Parties, during which meeting the Note Parties shall provide information relating to the Note Parties as requested by any Noteholder Party including, without limitation, information and updates with respect to their business, the negotiations among the Note Parties and the parties to their various logistics agreements, plant overhead and corporate selling, general and administrative expense rationalization, daily production volume reports related to the dry and wet plant operations at the Xxxxxx Facility (as well as effective COGS analysis related to the overall plant operations at the Xxxxxx Facility), an updated 13-week cash flow statement with variance analysis to the previously provided 13-week cash flow statement, key upcoming receipts and disbursements, the amount of anticipated drawings under the First Lien Credit Agreement, and an update with respect to any discussions relating to any strategic alternatives.
(c) During the Forbearance Period, and following the termination of the Forbearance Period so long as any Default or Event of Default has occurred and is continuing, each Note Party shall comply with all limitations, restrictions or prohibitions that would otherwise be effective or applicable under the Note Purchase Agreement or any Other Document during the continuance of any Default or Event of Default, including, without limitation, the prohibitions against the making of Dispositions pursuant to Section 7.1(b)(xv) and (xvi) of the Note Purchase Agreement, the consummation of any Permitted Acquisition or the making of any Restricted Payments pursuant to Section 7.5(a) or (b) of the Note Purchase Agreement.
(d) During the Forbearance Agreement, and following the termination of the Forbearance Period so long as any Default or Event of Default has occurred and is continuing, the Note Parties shall not have outstanding under the...
Supplemental Terms, Conditions and Covenants During the Forbearance Period. The parties hereto hereby agree to comply with the following terms, conditions and covenants during the Forbearance Period, in each case notwithstanding any provision to the contrary set forth in this Agreement, the Credit Agreement or any other Loan Document:
(a) Agent will (i) continue to engage a professional consulting firm satisfactory to Agent and Lenders (it being acknowledged and agreed by Agent and each undersigned Lender that, without limitation, the consulting firm set forth on Exhibit B hereto is satisfactory to such party), to advise and assist Agent, Agent’s counsel, and Lenders with their on-going assessment of Borrower’s financial performance and its ability to repay the Obligations and (ii) advise Borrower on the general scope of the mandate given to such consulting firm. Agent and Lenders may elect to maintain the confidentiality of any conclusions reached or reports prepared by such consultant and may also provide that the consultant’s conclusions shall be covered by the attorney work-product privilege. Borrower acknowledges and agrees that (A) it is obligated under Section 11.4 of the Credit Agreement to reimburse Agent for any and all reasonable fees and expenses of such consultant and (B) it shall promptly reimburse Agent for such amounts in accordance with such provisions. Borrower hereby agrees that, in furtherance of the foregoing, a representative of such consulting firm shall be permitted to remain on the premises of the Borrower at 000 Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx, 00000 during normal business hours throughout the Forbearance Period and shall be given such access to the Borrower’s management and such financial, operating and other data as may be reasonably requested by such representative in connection therewith.
Supplemental Terms, Conditions and Covenants During the Forbearance Period. The parties hereto hereby agree to comply with the following terms, conditions and covenants during the Forbearance Period, in each case notwithstanding any provision to the contrary set forth in this Agreement, the Loan Agreement or any other Loan Document:
(a) Borrower shall continue to pay all installments of principal, interest and any other amounts due under the Loan Agreement and/or the other Loan Documents, when due and payable during the Forbearance Period.
(b) Without limiting the Lender Parties’ rights under the Loan Agreement and other Loan Documents, the Credit Parties hereby agree to (in each case subject to Agent’s and the Lenders’ confidentiality obligations under Section 10.16 of the Loan Agreement): (i) give Agent and its Representatives (as defined below) reasonable access during normal business hours to the offices, properties, officers and independent auditors (for purposes of discussing the Credit Parties’ financial matters), books and records of the Credit Parties, (ii) furnish to Agent and its Representatives such financial, operating and property related data and other information as such persons reasonably request (provided, that no Credit Party will be required to disclose or permit the inspection or discussion of any document, information or other matter for which it certifies to Agent that such disclosure, inspection or discussion is prohibited because such document, information or other matter (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to Agent or any Lender (or their respective agents or representatives) is prohibited by law, fiduciary duty or any binding agreement entered into with a third-party prior to and not in response to such request for disclosure, or is subject to attorney client or similar privilege or constitutes attorney work product), and (iii) authorize each Credit Party’s officers and independent auditors to cooperate reasonably with Agent and its Representatives in respect of the aforementioned clauses (i) and (ii)). For purposes of this Agreement, the term “Representatives” shall mean Agent’s employees, agents, representatives, advisors and consultants (including any investment
Supplemental Terms, Conditions and Covenants During the Forbearance Period. Borrower and Guarantor, in an effort to repay the Obligations, have determined that it is in the best interests of them and their creditors to effectuate a sale of the Borrower’s assets by way of an auction to be managed by an Auction Services Company, and that each such determination is, in the opinion of each of Borrower and Guarantor, commercially reasonable. Accordingly, each of Borrower and Guarantor hereby covenants and agrees to comply with the following terms, conditions and covenants during the Forbearance Period, in each case notwithstanding any provision to the contrary set forth in this Agreement, the Credit Agreement or any other Loan Document:
Supplemental Terms, Conditions and Covenants During the Forbearance Period. Borrower, in an effort to repay the Obligations, has determined that it is in the best interests of Borrower and its creditors to effectuate a sale of the Borrower’s assets, and that each such determination is, in the opinion of Borrower, commercially reasonable. Accordingly, Borrower hereby covenants and agrees to comply with the following terms, conditions and covenants during the Forbearance Period, in each case notwithstanding any provision to the contrary set forth in this Agreement, the Credit Agreement or any other Loan Document:
Supplemental Terms, Conditions and Covenants During the Forbearance Period. Notwithstanding any provisions to the contrary contained in the Loan Documents, Borrowers hereby covenant and agree to observe and comply with each of the following terms, conditions and covenants and Borrowers agree and acknowledge that failure to comply with any such covenant shall result in an immediate Event of Default:
Supplemental Terms, Conditions and Covenants During the Forbearance Period. The parties hereto hereby agree to comply with the following terms, conditions and covenants during the Forbearance Period, in each case notwithstanding any provision to the contrary set forth in this Agreement, the Loan Agreement or any other Transaction Document:
a. Warm Servicing. Warm Back-Up Servicing Trigger Event and Servicer Liquidity Event (and any prepayment requirements or cash dominion rights or other remedies triggered thereby) shall be suspended during the Forbearance Period.
