Temporary Waiver. (a) The Company acknowledges and agrees that, as a result of the Existing Defaults under the Note Purchase Agreement, the Noteholders may, on or after December 15, 2006, if they so elect, proceed to enforce their respective rights and remedies under the Note Purchase Agreement to collect the Company's obligations thereunder.
(b) Subject to the terms and conditions of this Waiver and Amendment, the Noteholders hereby agree to temporarily waive (collectively, the "Waivers") the Existing Defaults during the period (the "Waiver Period") commencing on the Effective Date and expiring on the earliest to occur of (i) January 31, 2007, unless such date has been automatically extended to February 15, 2007 as provided in Section 1(c) below (the "Outside Waiver Termination Date"), (ii) any Default or Event of Default under the Note Purchase Agreement (including, without limitation, any Default or Event of Default arising out of a failure to comply with any term, covenant or condition of the Existing NPA Waiver, including Section 5 thereof as amended hereby), (iii) the breach or nonperformance by the Company or any Subsidiary of any covenant, agreement or condition set forth in this Waiver and Amendment or the Other December 2006 Waivers, (iv) any breach of, default, event of default or Securitization Default under any Other Primary Loan Agreement (or any amendment or waiver with respect thereto) or any termination or other expiration of the waiver period set forth in the Other December 2006 Waivers, and (v) 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, the Company has provided each of the Noteholders 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 the Company in an aggregate amount sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007, in form and substance satisfactory to the Required Holders and (ii) the waiver period under each of the Other December 2006 Waivers has likewise been (or sh...
Temporary Waiver. Borrower and Guarantors have requested that Lender temporarily waive the Existing Defaults and additional defaults under the provisions covered by the Existing Defaults, excluding, however, the following (the “Excluded Defaults”): (i) except as contemplated under this Agreement, any additional defaults under the additional debt prohibitions in Subsection (h) of Section 7 of the Loan Agreement, and (ii) any additional defaults under the use of Free Operating Cash Flow prohibitions in Subsection (h) of Section 8 of the Loan Agreement. Lender hereby waives the Existing Defaults through the Forbearance Period only. This is a temporary and limited waiver, and Lender reserves the right to require strict compliance with all covenants under the Loan Agreement, including the covenants violated as set forth above, in the future. This waiver does not modify, supplement, or alter any of the terms of the Loan Agreement or any other Loan Document. Further, this waiver shall not be construed as a commitment by Lender to waive any future violation of the same or any other term or condition of the Loan Agreement or any of the Loan Documents. Neither the negotiation or execution of this Agreement will be an election of any right or remedy available to Lender; and, except as specifically limited or postponed herein, Lender reserves all rights and remedies.
Temporary Waiver. Subject to the satisfaction of the conditions precedent set forth herein and in consideration of and reliance upon the agreements of the Obligors contained herein, each of the Lenders agrees to waive any Event of Default arising from the occurrence of the Specified Defaults, solely for the period from the date of the Specified Defaults until 5:00 p.m. (Boston time) on September 30, 2002 (the "Waiver Period"). Such waiver shall automatically, and without any action, notice, demand or any other occurrence, expire as of the end of the Waiver Period. Upon the expiration of the Waiver Period, (i) the Lenders and the Agent shall retain all of the rights and remedies relating to the Specified Defaults (including, without limitation, the right to accelerate the Obligations and pursue their rights and remedies under the Financing Documents and applicable law) and (ii) the Specified Defaults shall be reinstated and shall be in full force and effect.
Temporary Waiver. Subject to the conditions set out in Clause 5.2 (Conditions for temporary waiver) below, the Finance Parties have agreed to the temporary waiver of the following provisions of the Amended Facility Agreement in the period from 31 December 2008 and up until 1 January 2010 (the “Waiver Period”):
a) Clause 20.2.1 (Minimum Value Adjusted Equity Ratio) of the Amended Facility Agreement so that the minimum Value Adjusted Equity Ratio of the Guarantor (on a consolidated basis) shall be of minimum twenty per cent (20%) in the Waiver Period.
Temporary Waiver. The Senior Lenders agree, on the terms and subject to the conditions hereof, temporarily to waive during the period (the "Waiver Period") from and after the date the conditions specified in Section 5 have been satisfied (the "Effective Date") until (but excluding) the Waiver Termination Date (as defined in Section 6 below) the Eighth Amendment Specified Defaults. Notwithstanding such temporary waiver, it is understood by the Borrower and SRT that the Senior Lenders have not waived, other than the Eighth Amendment Specified Defaults, any Default or Event of Default or any rights or remedies in respect thereof under the Transaction Documents or otherwise. During the Waiver Period (and thereafter), the Senior Lenders shall be permitted to exercise all of their rights and remedies under the Transaction Documents (other than with respect to the Eighth Amendment Specified Defaults), except as may be expressly limited or provided otherwise in this Agreement.
Temporary Waiver. Borrower and Guarantors have requested that Lender temporarily waive the Existing Defaults. Lender hereby waives the Existing Defaults through the Forbearance Period only. This is a temporary and limited waiver, and Lender reserves the right to require strict compliance with all covenants under the Loan Agreement, including the covenants violated as set forth above, in the future. This waiver does not modify, supplement, or alter any of the terms of the Loan Agreement or any other Loan Document. Further, this waiver shall not be construed as a commitment by Lender to waive any future violation of the same or any other term or condition of the Loan Agreement or any of the Loan Documents. Neither the negotiation or execution of this Agreement will be an election of any right or remedy available to Lender; and, except as specifically limited or postponed herein, Lender reserves all rights and remedies.
Temporary Waiver. Subject to the satisfaction of the conditions set forth in Section 5 of this Temporary Waiver and Amendment, (A) the Required Note-Holders hereby temporarily waive the Financial Reporting Defaults and extend the date upon which Borrower shall be required to deliver to Administrative Agent and Purchasers the Audited Financial Statements accompanied by an opinion of Ernst and Young LLP, a management report, a narrative report and management’s discussion and analysis, the Compliance Certificate, the E&Y Certificate and the Monthly Reports, in each case to July 15, 2008 (the “Delivery Date”); provided, however, that the delivery of any such documentation on or before the Delivery Date shall not constitute a cure or waiver of the Events of Default caused by the Financial Reporting Defaults and that on or before the Delivery Date, Borrower, Holdings, Administrative Agent and the Purchasers shall enter into an amendment to the Purchase Agreement in form and substance satisfactory to the Administrative Agent and the Purchasers and the failure to enter into such amendment shall constitute an additional Event of Default under the Purchase Agreement and (B) with respect to any other Defaults or Events of Default set forth on Schedule I hereto, the Required Note-Holders hereby temporarily waive until the Delivery Date such Defaults or Events of Default.
Temporary Waiver. The parties hereto agree to extend temporarily the waiver of compliance by the Guarantor with the requirements of Clause 35(3) of the Charter, as amended above, during the Waiver Period (and for the avoidance of doubt the Guarantor’s compliance with the requirements of Clause 35(3) of the Charter, as amended above, shall be reinstated immediately upon the expiration of the Waiver Period and shall be required at all times thereafter).
Temporary Waiver. The "Waiver Period", as defined in the First Amendment, is hereby revised to the earlier to occur of (i) July 22, 2019, and (ii) the satisfaction of the Full Waiver Condition, as determined by Agent in its sole discretion.
Temporary Waiver. (a) Effective only during the "Waiver Period" (as defined below), the maximum aggregate principal amount of Indebtedness allowed under clause (i) of Section 6.01 (g) of the Credit Agreement shall be equal to the lesser of (1) the Total Commitment, PLUS $10,000,000, PLUS the Debt Cushion (as defined below), or (2) the Borrowing Base, PLUS $10,000,000, plus the Debt Cushion.
(b) As used herein, the following terms shall have the meaning indicated.
