Common use of Waiver of Past Events Clause in Contracts

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency and the Servicer, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)) and its consequences; provided that, before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency (with a copy to the Servicer). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with the consent of the Controlling Class Representative), by notice to the Trustee, each Rating Agency and the Servicer, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided that a Rapid Amortization Event pursuant to clause (d) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has consented to such waiver.

Appears in 6 contracts

Samples: Management Agreement (Driven Brands Holdings Inc.), Indenture (Jay Merger Sub, Inc.), Driven Brands Holdings Inc.

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Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), ) by notice to the Trustee, each the Rating Agency and the Servicer, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (d) thereof) and its consequences; provided thatprovided, however, that before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Related Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each the Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with at the consent direction of the Controlling Class Representative), by notice to the Trustee, each the Rating Agency for each Series of Notes Outstanding and the Servicer, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event pursuant to clause (ddescribed in Section 9.1(e) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has 100% of the Noteholders have consented to such waiverwaiver in writing.

Appears in 2 contracts

Samples: Base Indenture (Wendy's Co), Wendy's Co

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency and the ServicerServicer (with a copy to the Back-Up Manager), may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)) and its consequences; provided that, before any waiver may be effective, the Trustee Trustee, the Back-Up Manager and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer Servicer, the Back-Up Manager or the Trustee hereunder or under the other Transaction Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency (with a copy to the ServicerServicer and the Back-Up Manager). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with the consent of the Controlling Class Representative), by notice to the Trustee, each Rating Agency and the Servicer, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided that a Rapid Amortization Event pursuant to clause (d) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has consented to such waiver.

Appears in 2 contracts

Samples: Driven Brands Holdings Inc., Driven Brands Holdings Inc.

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency and the Servicer, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)) and its consequences; provided that, before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency (with a copy to the Servicer). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with the consent of the Controlling Class Representative), by notice to the Trustee, each Rating Agency Agency, the Back-Up Manager and the Servicer, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided that a Rapid Amortization Event pursuant to clause (d) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has consented to such waiver.

Appears in 1 contract

Samples: Yum Brands Inc

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), ) by notice to the Trustee, each Rating Agency and the Servicer, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (d) thereof) and its consequences; provided thatprovided, however, that before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Related Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with at the consent direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency for each Series of Notes Outstanding and the Servicer, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event pursuant to clause (ddescribed in Section 9.1(e) of Section 9.1 relating to a particular Series Series, Class or Tranche of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has 100% of the Noteholders have consented to such waiverwaiver in writing.

Appears in 1 contract

Samples: Fitness Equipment Distribution Agreement (Planet Fitness, Inc.)

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), ) by notice to the Trustee, each the Rating Agency Agencies and the Servicer, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (d) thereof) and its consequences; provided that, that before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer Servicer, the Back-Up Manager or the Trustee hereunder or under the other Transaction Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency (with a copy to the Servicer). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with at the consent direction of the Controlling Class Representative), by notice to the Trustee, each the Rating Agency Agencies and the Servicer, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided that a Rapid Amortization Event pursuant to clause (dSection 9.1(d) of Section 9.1 relating to a particular Series of Notes (or Class Class, Subclass or Tranche thereof) shall not be permitted to be waived by any party unless each affected Noteholder of such Series of Notes (or Class, Subclass or Tranche thereof) that have not been repaid or refinanced in full prior to the applicable Series Anticipated Payment Date has consented to such waiver.

Appears in 1 contract

Samples: Base Indenture (Dine Brands Global, Inc.)

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), ) by notice to the Trustee, each the Rating Agency Agencies and the ServicerBack-Up Manager, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(dclause (a) thereof)) , Potential Rapid Amortization Events and Rapid Amortization Events and its consequences; provided that, that before any waiver may be effective, the Trustee and the Servicer Back-Up Manager must have received any reimbursement then due or payable in respect of unreimbursed Collateral Protection Advances (including interest thereon) or any other amounts then due to the Servicer Back-Up Manager or the Trustee hereunder or under the other Transaction Documents; provided, further, provided that the Control Party shall provide written notice of any such waiver to each Rating Agency for each Series of Notes Outstanding (with a copy to the ServicerBack-Up Manager). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d9.2(a) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with at the consent direction of the Controlling Class Representative), by notice to the Trustee, the Rating Agencies for each Rating Agency Series of Notes Outstanding and the ServicerBack-Up Manager, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided that a Rapid Amortization Event pursuant to described in clause (da) or clause (b) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder Secured Party has consented in writing to such waiver.

Appears in 1 contract

Samples: Base Indenture (SPRINT Corp)

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (acting at the direction of the Controlling Class Representative), ) by notice to the Trustee, each the Rating Agency Agencies and the ServicerControl Party, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (d) thereof) and its consequences; provided thatprovided, however, that before any waiver may be effective, the Trustee and the Servicer Control Party must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer Control Party or the Trustee hereunder or under the other Transaction Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency (with a copy to the ServicerControl Party). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with acting at the consent direction of the Controlling Class Representative), by notice to the Trustee, each the Rating Agency Agencies and the ServicerControl Party, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event pursuant to clause (dSection 9.1(d) of Section 9.1 relating to a particular Series of Notes (or Class Class, Subclass or Tranche thereof) shall not be permitted to be waived by any party unless each affected Noteholder of such Series of Notes (or Class, Subclass or Tranche thereof) that have not been repaid or refinanced in full prior to the applicable Series Anticipated Payment Date has consented to such waiver.

Appears in 1 contract

Samples: Fat Brands, Inc

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), ) by notice to the Trustee, each the Rating Agency Agencies and the Servicer, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (d) thereof) and its consequences; provided thatprovided, however, that before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Related Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with at the consent direction of the Controlling Class Representative), by notice to the Trustee, the Rating Agencies for each Rating Agency Series of Notes Outstanding and the Servicer, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event pursuant to described in clause (de) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has consented in writing to such waiver.

Appears in 1 contract

Samples: Base Indenture (Dunkin' Brands Group, Inc.)

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (acting at the direction of the Controlling Class Representative), ) by notice to the Trustee, each Rating Agency Trustee and the ServicerControl Party, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (d) thereof) and its consequences; provided thatprovided, however, that before any waiver may be effective, the Trustee and the Servicer Control Party must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer Control Party or the Trustee hereunder or under the other Transaction Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency (with a copy to the Servicer). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with acting at the consent direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency Trustee and the ServicerControl Party, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event pursuant to clause (dSection 9.1(d) of Section 9.1 relating to a particular Series of Notes (or Class Class, Subclass or Tranche thereof) shall not be permitted to be waived by any party unless each affected Noteholder of such Series of Notes (or Class, Subclass or Tranche thereof) that have not been repaid or refinanced in full prior to the applicable Series Anticipated Payment Date has consented to such waiver.

Appears in 1 contract

Samples: Fat Brands, Inc

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), ) by notice to the Trustee, each the Rating Agency Agencies and the Servicer, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (d) thereof) and its consequences; provided thatprovided, however, that before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency (with a copy to the Servicer). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with at the consent direction of the Controlling Class Representative), by notice to the Trustee, each the Rating Agency Agencies and the Servicer, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event pursuant to clause (dSection 9.1(d) of Section 9.1 relating to a particular Series of Notes (or Class Class, Subclass or Tranche thereof) shall not be permitted to be waived by any party unless each affected Noteholder of such Series of Notes (or Class, Subclass or Tranche thereof) has consented to such waiver.

Appears in 1 contract

Samples: Servicing Agreement (Vale Merger Sub, Inc.)

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.212.2, the Control Party (at the direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency Trustee and the ServicerRating Agencies, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (f) thereof) and its consequences; provided that, before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Documents; provided, furtherhowever, that any existing Default or Event of Default described in clause (j) of Section 9.2 shall not be permitted to be waived by the Control Party shall provide written notice of any unless each affected Insurer has consented to such waiver to each Rating Agency (with a copy to the Servicer)waiver. Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Subject to Section 12.2, a Default or an Event of Default described in clause (f) of Section 9.2(d) 9.2 shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholderwaiver. Subject to Section 13.212.2, the Control Party (with the consent of the Controlling Class Representative)Party, by notice to the Trustee, each Rating Agency Trustee and the ServicerRating Agencies, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization EventEvent in its sole discretion; provided however, that a Rapid Amortization Event pursuant to described in clause (de) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless the Control Party, each affected Insurer and each affected Noteholder has consented to such waiver.

Appears in 1 contract

Samples: Dominos Pizza Inc

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), ) by notice to the Trustee, each the Rating Agency and the ServicerServicer (with a copy to the Back-Up Manager), may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (d) thereof) and its consequences; provided thatprovided, however, that before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Related Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each the Rating Agency for each Series of Notes Outstanding (with a copy to the ServicerServicer and Back-Up Manager). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with at the consent direction of the Controlling Class Representative), by notice to the Trustee, each the Rating Agency for each Series of Notes Outstanding and the ServicerServicer (with a copy to the Back-Up Manager), may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event pursuant to clause (ddescribed in Section 9.1(e) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has 100% of the Noteholders have consented to such waiverwaiver in writing.

Appears in 1 contract

Samples: Base Indenture (Wendy's Co)

Waiver of Past Events. Prior At any time prior to or after the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and before a judgment or decree for payment of the money due has been obtained, and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), ) by notice to the Trustee, each Rating Agency Trustee and the ServicerRating Agencies, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (f) thereof) and its consequences; provided thatprovided, however, that before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Servicing Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Related Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency (with a copy to the Servicer). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in clause (f) of Section 9.2(d) shall not 9.2 may only be subject to waiver without waived with the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with at the consent direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency Trustee and the ServicerRating Agencies, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event pursuant to described in clause (d) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has consented to such waiver.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Iconix Brand Group, Inc.)

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency and the Servicer, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (d) thereof) and its consequences, may be waived (x) by the Control Party (acting at the direction of the Controlling Class Representative) or (y) by 66.67% of the Noteholders, in each case, by notice to the Trustee, the Rating Agency (with a copy to the Back-Up Manager) and, in the case of a waiver by 66.67% of the Noteholders, the Control Party; provided thatprovided, however, that before any waiver may be effective, the Trustee and the Servicer Control Party must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer Control Party or the Trustee hereunder or under the other Transaction Related Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency (with a copy to the Servicer)for each Series of Notes Outstanding. Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with acting at the consent direction of the Controlling Class Representative, or if no Controlling Class Representative has been elected, a Majority of Controlling Class Members), by notice to the Trustee, the Manager and each Rating Agency and for each Series of Notes Outstanding (with a copy to the ServicerBack-Up Manager), may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event pursuant to clause (ddescribed in Section 9.1(e) of Section 9.1 relating to a particular Series Series, Class or Tranche of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder Holder has consented to such waiverwaiver in writing.

Appears in 1 contract

Samples: Base Indenture (European Wax Center, Inc.)

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), ) by notice to the Trustee, each Rating Agency and the ServicerServicer (with a copy to the Back-Up Manager), may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (d) thereof) and its consequences; provided thatprovided, however, that before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Related Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency for each Series of Notes Outstanding (with a copy to the ServicerServicer and the Back-Up Manager). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with at the consent direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency for each Series of Notes Outstanding and the ServicerServicer (with a copy to the Back-Up Manager), may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event pursuant to clause (d) of described in Section 9.1 9.1I relating to a particular Series Series, Class or Tranche of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has 100% of the Noteholders have consented to such waiverwaiver in writing.

Appears in 1 contract

Samples: Contribution Agreement (Planet Fitness, Inc.)

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Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), ) by notice to the Trustee, each Rating Agency Trustee and the ServicerRating Agencies, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (f) thereof) and its consequences; provided thatprovided, however, that before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Servicing Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Related Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency (with a copy to the Servicer)Agency. Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in clause (f) of Section 9.2(d) 9.2 shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with at the consent direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency Trustee and the ServicerRating Agencies, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event pursuant to described in clause (de) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has consented to such waiver.

Appears in 1 contract

Samples: Base Indenture (Dominos Pizza Inc)

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), ) by notice to the Trustee, each Rating Agency Trustee and the ServicerRating Agencies, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (f) thereof) and its consequences; provided thatprovided, however, that before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Related Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency (with a copy to the Servicer)Agency. Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in clause (f) of Section 9.2(d) 9.2 shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with at the consent direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency Trustee and the ServicerRating Agencies, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided provided, however, that a Rapid Amortization Event pursuant to described in clause (de) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has consented to such waiver.

Appears in 1 contract

Samples: Servicing Agreement (Dominos Pizza Inc)

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), ) by notice to the Trustee, each Rating Agency and the ServicerServicer (with a copy to the Back-Up Manager), may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (d) thereof) and its consequences; provided thatprovided, however, that before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Related Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency for each Series of Notes Outstanding (with a copy to the ServicerServicer and the Back-Up Manager). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with at the consent direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency for each Series of Notes Outstanding and the ServicerServicer (with a copy to the Back-Up Manager), may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event pursuant to clause (ddescribed in Section 9.1(e) of Section 9.1 relating to a particular Series Series, Class or Tranche of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has 100% of the Noteholders have consented to such waiver.waiver in writing. Section 9.8

Appears in 1 contract

Samples: Planet Fitness, Inc.

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.212.2, the Control Party (at the direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency and the Servicer, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (f) thereof) and its consequences; provided that, before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Documents; provided, furtherhowever, that any existing Default or Event of Default described in clause (j) of Section 9.2 shall not be permitted to be waived by the Control Party shall provide written notice of any unless each affected Insurer has consented to such waiver to each Rating Agency (with a copy to the Servicer)waiver. Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Subject to Section 12.2, a Default or an Event of Default described in clause (f) of Section 9.2(d) 9.2 shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholderwaiver. Subject to Section 13.212.2, the Control Party (with the consent of the Controlling Class Representative)Party, by notice to the Trustee, each Rating Agency and the Servicer, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization EventEvent in its sole discretion; provided however, that a Rapid Amortization Event pursuant to described in clause (de) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless the Control Party, each affected Insurer and each affected Noteholder has consented to such waiver.

Appears in 1 contract

Samples: Sonic Corp

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 9.02 and subject to Section 13.213.02, the Control Party (at the direction of the Controlling Class Representative), ) by notice to the Trustee, each Rating Agency and the Servicer, may waive any existing Default or Event of Default described in any clause of Section 9.2 9.02 (except Section 9.2(d)clause (d) thereof) and its consequences; provided thatprovided, however, that before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Related Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d9.02(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.213.02, the Control Party (with at the consent direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency for each Series of Notes Outstanding and the Servicer, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event pursuant to clause (ddescribed in Section 9.01(b) of Section 9.1 relating to a particular Series Series, Class or Tranche of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has 100% of the Noteholders have consented to such waiverwaiver in writing.]

Appears in 1 contract

Samples: Jack in the Box Inc /New/

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), ) by notice to the Trustee, each Rating Agency and the Servicer, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (e) thereof) and its consequences; provided thatprovided, however, that before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Servicing Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Related Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency (with a copy to the Servicer)Agency. Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in clause (e) of Section 9.2(d) 9.2 shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with at the consent direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency and the Servicer, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event pursuant to described in clause (de) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has consented to such waiver.

Appears in 1 contract

Samples: Nondisturbance and Attornment Agreement (Sonic Corp)

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), ) by notice to the Trustee, each the Rating Agency Agencies and the Servicer, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (d) thereof) and its consequences; provided thatprovided, however, that before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Related Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in clause Section 9.2(d) of Section 9.2 shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with at the consent direction of the Controlling Class Representative), by notice to the Trustee, the Rating Agencies for each Rating Agency Series of Notes Outstanding and the Servicer, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event pursuant to described in clause (de) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has consented to such waiver.

Appears in 1 contract

Samples: Base Indenture (DineEquity, Inc)

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), by notice to the Trustee, each the Rating Agency and the Servicer, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)) and its consequences; provided that, before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each the Rating Agency (with a copy to the Servicer). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with the consent of the Controlling Class Representative), by notice to the Trustee, each the Rating Agency and the Servicer, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided that a Rapid Amortization Event pursuant to clause (d) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has consented to such waiver.

Appears in 1 contract

Samples: Wingstop Inc.

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), ) by notice to the Trustee, each the Rating Agency Agencies and the Servicer, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)clause (d) thereof) and its consequences; provided thatprovided, however, that before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the other Transaction Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency (with a copy to the Servicer). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with at the consent direction of the Controlling Class Representative), by notice to the Trustee, each the Rating Agency Agencies and the Servicer, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event pursuant to clause (dSection 9.1(d) of Section 9.1 relating to a particular Series of Notes (or Class Class, Subclass or Tranche thereof) shall not be permitted to be waived by any party unless each affected Noteholder of such Series of Notes (or Class, Subclass or Tranche thereof) that have not been repaid or refinanced in full prior to the applicable Series Anticipated Payment Date has consented to such waiver.

Appears in 1 contract

Samples: Dine Brands Global, Inc.

Waiver of Past Events. Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 13.2, the Control Party (at the direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency and the ServicerServicer (with a copy to the Back-Up Manager), may waive any existing Default or Event of Default described in any clause of Section 9.2 (except Section 9.2(d)) and its consequences; provided that, before any waiver may be effective, the Trustee Trustee, the Back-Up Manager and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer Servicer, the Back-Up Manager or the Trustee hereunder or under the other Transaction Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency (with a copy to the ServicerServicer and the Back-Up Manager). Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. A Default or an Event of Default described in Section 9.2(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder. Subject to Section 13.2, the Control Party (with the consent of the Controlling Class Representative), by notice to the Trustee, each Rating Agency and the Servicer, may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided that a Rapid Amortization Event pursuant to clause (d) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has consented to such waiver.. Section 9.8

Appears in 1 contract

Samples: Driven Brands Holdings Inc.

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