Waiver of Specified Defaults. The Borrower has notified the Administrative Agent and the Lenders of the existence of certain Defaults and Events of Default under the Credit Agreement as a result of (a) the failure to comply with (i) the requirements of Section 5.12 of the Credit Agreement to cause Twin River-Tiverton, LLC, a wholly-owned Subsidiary of the Borrower (“Tiverton”), to promptly become a Subsidiary Guarantor and to guaranty, and pledge substantially all of its assets to secure, the Obligations and (ii) any corresponding requirements under the Guarantee and Collateral Agreement related thereto or that are otherwise required in connection with the formation of Tiverton (including the pledge by the Borrower of the capital stock of Tiverton), in each case, that are required to have been satisfied or complied with prior to the Fifth Amendment Effective Date, (b) the dissolution of Border Investments, LLC (the “Dissolution”) on September 18, 2017 and the transfer of substantially all of its assets to Tiverton, which was not a Subsidiary Guarantor at the time of the transfer of such assets, and (c) the failure to satisfy any notice or disclosure related requirements or misrepresentations related to the foregoing and/or related to the formation of Tiverton (including the failure to disclose the existence of Tiverton and/or the Dissolution in any Perfection Certificate supplement or other schedule delivered in connection with the Loan Documents and any misrepresentations as a result thereof) after the date of the formation of Tiverton and prior to the Fifth Amendment Effective Date (collectively, the “Specified Defaults”). Effective as of the Fifth Amendment Effective Date, the Lenders party hereto (constituting the Required Lenders) and the Administrative Agent (at the direction of the Required Lenders) hereby waive the Specified Defaults. The waiver provided in this Section 2 is limited to the Specified Defaults. The Lenders shall not be deemed to have waived any other Default, Event of Default or right other than the limited waiver of the Specified Defaults provided in this Section 2.
Waiver of Specified Defaults. Subject to the terms and conditions of this Waiver, Lender hereby waives the Specified Defaults.
Waiver of Specified Defaults a. The Company hereby acknowledges that the Defaults and Events of Defaults identified on Schedule A attached hereto have occurred and continued (or will or may hereafter occur, as applicable) under the Note Purchase Agreement (each such Default and/or Event of Default, collectively, the “Specified Defaults”).
b. Subject to the terms and conditions hereof, each of the undersigned Required Holders hereby waives the Specified Defaults; provided, that this waiver shall expire, terminate and no longer be in effect at the earlier of (i) May 31, 2025 and (ii) the DOCPROPERTY "CUS_DocIDChunk0" 55317280.8 occurrence and continuance of any other Event of Default (the "Waiver Termination Date"). The parties hereto acknowledge and agree that the waivers set forth herein (i) are limited to the matters expressly set forth herein and solely until the Waiver Termination Date, (ii) except as expressly set forth herein, shall not be deemed to be a consent to or amendment, waiver or modification of any other term contained in the Note Purchase Agreement or allow for any other or further departure from the terms and conditions of the Note Purchase Agreement, which terms and conditions shall continue in full force and effect, (iii) are not intended to, and shall not, establish any course of dealing among the Company and any Holder that is inconsistent with the express terms of the Note Purchase Agreement, (iv) shall not operate as a waiver of any other right, power, or remedy of the Holders under the Note Purchase Agreement, and (v) shall not be construed as an agreement or understanding by the Holders to grant any other waiver or other accommodation in the future with respect to any provision of the Note Purchase Agreement.
Waiver of Specified Defaults. Reference is hereby made to that certain Forbearance Agreement, dated as of September 30, 2010 (as amended by that certain First Amendment to Forbearance Agreement, dated as of November 15, 2010 and that certain Second Amendment to Forbearance Agreement dated as of December 23, 2010, the “Forbearance Agreement”) by and among Borrowers, Holdings, Administrative Borrower, certain Subsidiaries of Holdings as Guarantors, the Administrative Agent and the other Lenders signatory thereto, whereby the Administrative Agent and the other Lenders signatory thereto agreed subject to the conditions therein to forbear from exercising any of the rights or remedies arising from the “Specified Defaults” as provided therein. Subject to the satisfaction or waiver of the conditions precedent and the conditions subsequent set forth in Sections 4.01 and 4.02 of this Agreement, and effective on the Closing Date, the Administrative Agent and the Lenders hereby waive each of the Specified Defaults as defined in the Forbearance Agreement, and the rights and remedies of the Administrative Agent and the other Lenders arising therefrom.
Waiver of Specified Defaults. Subject to the satisfaction of the conditions to effectiveness in Section 4 hereof, the Bank hereby waives the Specified Defaults.
Waiver of Specified Defaults. Subject to the satisfaction of the conditions to effectiveness in Section 4 hereof, the Bank hereby waives the Specified Default. Nothing contained in this waiver shall be construed to imply a willingness on the part of the Bank to grant any similar or other future waivers of any of the terms and conditions of the Loan Agreement or the other Loan Documents.
Waiver of Specified Defaults. Subject to the terms and conditions of this Amendment, the Agent and Lenders hereby waive the Specified Defaults and their rights to pursue the remedies available to them solely on account of such Specified Defaults. The waiver contained in this Section 1 shall (a) not constitute or be deemed to constitute a waiver (except as otherwise expressly set forth herein), of (i) any Default or Event of Default other than the Specified Defaults, or (ii) any term or condition of the Credit Agreement except as modified herein, (b) not constitute or be deemed to constitute consent by the Agent and Lenders to anything other than the specific purpose set forth herein, and (c) not constitute a custom or course of dealing among the parties hereto.
Waiver of Specified Defaults. The Company, the Agent and Lender desire to have the Agent and the Lenders waive the Specified Defaults and to amend the Credit Agreement. In reliance on the representations and warranties set forth in Article 3 below, and subject to the satisfaction of the condition set forth in Article 4 below, Agent and Lender hereby agree that, upon the effectiveness of this Agreement, each of the Specified Defaults shall be deemed to have been waived by the Lender; provided, however, that such waiver pertains only to Specified Defaults set forth above for periods specified, and not to any other Default or Event of Default which may exist under, or any other matters arising in connection with, the Credit Agreement, any other agreements existing between the Company and the Lender or the Agent, or to any rights which the Lender or the Agent may have arising by virtue of any other actions or matters.
Waiver of Specified Defaults. Upon satisfaction of the Conditions Precedent, Agent and Lenders waive the Specified Defaults. This waiver shall not be construed as (a) a waiver of any of the other terms, provisions, conditions, or covenants contained in the Loan Agreement or the Other Documents or of any other Event of Default, if any, existing under the Loan Agreement or the Other Documents as of the date hereof or (b) a commitment on the part of Agent or any Lender to waive any future Event of Default under the Loan Agreement or Other Documents.
Waiver of Specified Defaults. In reliance upon the representations, warranties and covenants of Borrower contained in Section 5 hereof, and subject to the satisfaction of each of the terms and conditions of this Agreement, including, without limitation, those set forth in Section 6, hereof, Agent hereby waives the Specified Defaults; provided that other than the Specified Defaults, nothing in this Agreement is intended or shall be construed to be a waiver by Agent of any Default or Event of Default, which may currently exist or hereafter occur after giving effect to this Agreement.
