Third Party Waivers. Section 21.1 Each Pledgor authorizes the Collateral Agent to perform any or all of the following acts at any time in its sole discretion, all without notice to any Pledgor, without affecting such Pledgor’s obligations under this Agreement or any other Loan Documents and without affecting the liens and encumbrances against the Collateral in favor of the Collateral Agent:
(i) Subject to Section 12.6 of the Credit Agreement, the Collateral Agent may alter any terms of the Obligations or any part thereof, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Obligations or any part thereof.
(ii) The Collateral Agent may take and hold security for the Obligations, accept additional or substituted security, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security.
(iii) The Collateral Agent may direct the order and manner of any sale of all or any part of any security now or later to be held for the Obligations, and the Collateral Agent (or its nominees or designees) may also bid at any such sale.
(iv) The Collateral Agent may apply any payments or recoveries from Borrower, any Pledgor or any other source, and any proceeds of any security, to the obligations under the Loan Documents in such manner, order and priority as the Collateral Agent may elect.
(v) The Collateral Agent may release the Borrower or any other person or entity of its liability for the Obligations or any part thereof.
(vi) The Collateral Agent may substitute, add or release any one or more guarantors or endorsers.
(vii) In addition to the Obligations, the Collateral Agent may extend other credit to the Borrower, and may take and hold security for the credit so extended.
Section 21.2 Each Pledgor waives:
(i) Any right it may have to require the Collateral Agent to proceed against the Borrower, any Pledgor or any other person or entity, proceed against or exhaust any security held from the Borrower, any Pledgor or any person or entity, or pursue any other remedy in the Collateral Agent’s power to pursue;
(ii) Any defense based on any claim that any Pledgor’s obligations exceed or are more burdensome than those of the Borrower, any Pledgor or any other Person;
(iii) Any defense: (A) based on any legal disability of any other Person, (B) based on any release, discharge, modification, impairment or limitation of the ...
Third Party Waivers. Borrower shall deliver to Lender landlord waivers, bailee waivers, warehouse waivers or other third party waivers required by Lender (individually, a “Third Party Waiver” and collectively, the “Third Party Waivers”) executed by the lessors, mortgagors, bailors, warehouse owners and/or operators and consignors of or at the Collateral Locations used by Borrower, all in form and manner satisfactory to Lender.
Third Party Waivers. (a) Debtor authorizes Secured Party without notice or demand and without affecting its liability hereunder, from time to time to:
(i) renew, compromise, extend, accelerate, or otherwise change the time for payment, or otherwise change the terms, of the Borrower's Obligations or any part thereof, including increase or decrease of the rate of interest thereon, or otherwise change the terms of any documents relating to the Borrower's Obligations;
(ii) receive and hold security for the payment of the Borrower's Obligations and exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any such security;
(iii) apply such security and direct the order or manner of sale thereof as Secured Party in its discretion may determine; and
(iv) release or substitute the Borrower or any guarantor or any one or more of the endorsers or other guarantor of any of the Borrower's Obligations.
Third Party Waivers. Borrowers shall deliver to Lender Third Party Waivers all in form and manner satisfactory to Lender.
Third Party Waivers. At Parent’s written request, the Company shall, and shall cause each Company Subsidiary to, use its reasonable best efforts to obtain waivers (in a form reasonably satisfactory to Parent) of termination rights in respect of certain Contracts identified in writing to the Company by Parent; provided, however, each of the parties acknowledges and agrees that obtaining any such waiver shall not be a condition to the Offer or the Merger; provided, further, that the Company shall not, and shall cause each Company Subsidiary not to, contribute capital, pay any consideration in any form (including any letter of credit, guaranty or other financial or commercial accommodation) to any Person, amend any Contract, grant any concession (in any form) or propose or agree to any of the foregoing in order to obtain such waivers, in each case, without the prior written consent of Parent (provided that the Company shall not be required to make any such concession unless either (a) the Company reimbursed or indemnified for by Parent for such concession or (b) such concession is subject to the occurrence of the consummation of the Offer). The Company shall keep Parent reasonably informed of the status of, and consult with Parent in good faith with respect to any developments regarding such waivers.
Third Party Waivers. If all or any part of the Collateral is located on property which is not owned by Borrower, Borrower will deliver to Lender for each such location a landlord’s waiver or other third party Waiver, as applicable; and
Third Party Waivers. At the Lenders’ request, Borrower shall use commercially reasonable efforts to deliver to the Lenders, the Borrower’s landlord waivers, bailee waivers, warehouse waivers or other third party waivers required by Lenders (individually, a “Third Party Waiver”) executed by the lessors, mortgagors, bailors, warehouse owners and/or operators and consignors of or at the Collateral Locations used by Borrower, all in form and substance reasonably satisfactory to the Lenders. The forms of the Third Party Waivers delivered by Borrower to Lender as of the Closing Date are satisfactory to the Lenders.
Third Party Waivers. Subject to the succeeding sentence, the Companies shall use their respective best efforts to provide applicable third party documents to CITBC within thirty (30) days after the Closing Date so that CITBC has a first lien, subject to Permitted Encumbrances, on Accounts Receivable, Inventory, Chattel Paper and any Equipment at locations which any of the Companies use, lease or occupy , all in form and substance satisfactory to CITBC in its reasonable business judgement. As to Eligible Inventory located in any facility which is not owned by the Companies, including at any leased premises, third party processor or warehouse at which Eligible Inventory is located and for which CITBC has not received a waiver, in form and substance satisfactory to CITBC within thirty (30) days after the Closing Date, CITBC may establish an Availability Reserve for up to three months rent or processing charges for any such premises. Notwithstanding anything to the contrary herein, for purposes of Section 3 and 6 hereof, this condition precedent shall not terminate as of the Closing Date.
Third Party Waivers. The Administrative Agent shall have received the landlord’s agreements, mortgagee agreements or bailee letters required to be delivered pursuant to Section 4.5, each in form and substance satisfactory to the Administrative Agent; and
Third Party Waivers. If requested by the Administrative Agent, each Loan Party shall use commercially reasonable efforts to obtain a landlord’s waiver agreement, mortgagee subordination agreement or bailee letter, as applicable, from the lessor of each leased property, mortgagee of owned property or bailee with respect to any location in the United States where books and records of accounts or Collateral with a book value greater than $5,000,000 is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. After the Closing Date, no real property located in the United States where books and records of accounts or Collateral with a book value greater than $5,000,000 is stored or located shall be leased by any Loan Party without the prior written consent of the Administrative Agent, unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location; provided, that, no such landlord agreement or bailee letter shall be required if (a) the applicable Loan Party is unable to obtain such landlord agreement or bailee letter after having used commercially reasonable efforts to do so and (b) at the discretion of the Administrative Agent, a rent reserve, satisfactory to the Administrative Agent, has been established.
