Waiver to Credit Agreement. (a) Subject to the satisfaction of the conditions precedent set forth in Section 2, the Agent and the Majority Lenders hereby waive, solely for the period commencing on the date hereof through May 29, 2009 at 5:00 p.m. EDT (the “Waiver Termination Date”), the Event of Default arising directly from the Company’s failure to maintain, pursuant to Section 6.1 of the Credit Agreement, the Total Consolidated Indebtedness at the last day of each of the fiscal quarters ended December 31, 2008 and March 31, 2009 to Total Capitalization at such dates at a ratio not greater than 0.87 to 1.0, in each case without giving effect to ARB51, FIN 46(R) or FAS 66 in each case in relation to the Company’s affordable tax credit syndication business (the “Financial Covenant Non-Compliance Event of Default”).
(b) Until the Waiver Termination Date, the Majority Lenders hereby agree to forbear (and instruct the Agent to forbear) from exercising any right or remedy under the Credit Agreement as a result of the occurrence and continuance of the Event of Default arising from the Financial Covenant Non-Compliance Event of Default.
(c) On the Waiver Termination Date, without any further action by the Agent and the Majority Lenders, all of the terms and provisions set forth in the Credit Agreement with respect to any Event of Default thereunder that is waived hereunder and not cured prior to the Waiver Termination Date shall have the same force and effect as if this Waiver had not been entered into by the parties hereto, and the Agent and the Majority Lenders shall have all of the rights and remedies afforded to them under the Credit Agreement with respect to any such Event of Default as though no waiver had been granted by them hereunder. Notwithstanding anything contained herein to the contrary, the foregoing waivers are not intended and shall not be deemed or construed to constitute a waiver of any Default or any other Event of Default that hereafter may occur under Credit Agreement or to establish a custom or course of dealing among the Borrowers, the other Loan Parties, the Agent, the Majority Lenders or any of them. Except as specifically set forth herein, the Agent and the Majority Lenders hereby expressly reserve all of their rights and remedies under the Credit Agreement, the other Loan Agreements and applicable law.
(d) The Borrowers hereby agree to negotiate in good faith with the Agent and Lenders to finalize by no later than May 29, 2009 the amendments to the Credit Agreeme...
Waiver to Credit Agreement. 1. Notwithstanding anything to the contrary contained in the Credit Agreement, the Required Lenders hereby waive the Minimum Cash Balance covenant set forth in Section 10.08 of the Credit Agreement to and including November 15, 2011 and any Event of Default under Sections 11.02, 11.03 and/or 11.04 arising therefrom (the “Waiver”); provided that the Waiver shall cease to be of any force or effect on the earlier of (i) November 16, 2011 and (ii) the occurrence of any other Event of Default under the Credit Agreement (after giving effect to this Third Amendment).
Waiver to Credit Agreement. 1. Notwithstanding anything to the contrary contained in the Credit Agreement, the Required Lenders hereby waive the Minimum Cash Balance covenant set forth in Section 9.08 of the Credit Agreement to and including November 10, 2011 and any Event of Default under Sections 10.02, 10.03 and/or 10.04 arising therefrom (the “Waiver”); provided that the Waiver shall cease to be of any force or effect on the earlier of (i) November 11, 2011 and (ii) the occurrence of any other Event of Default under the Credit Agreement (after giving effect to this Second Amendment).
Waiver to Credit Agreement. 1. Notwithstanding anything to the contrary contained in the Credit Agreement, the Required Lenders hereby waive the Minimum EBITDA covenant set forth in Section 9.08(b) of the Credit Agreement for (x) the period commencing on November 1, 2011 through and including December 31, 2011 and (y) the period commencing on November 1, 2011 through and including January 31, 2012 and, in each case, any Event of Default under Sections 10.02, 10.03 and/or 10.04 arising therefrom (the “Waiver”).
Waiver to Credit Agreement. 1. Notwithstanding anything to the contrary contained in the Credit Agreement, the Required Lenders hereby waive the Minimum Cash Balance covenant set forth in Section 9.07 of the Credit Agreement through February 28, 2011 and any Event of Default under Sections 10.02, 10.03 and/or 10.04 arising therefrom (the “Waiver”); provided that the Waiver shall cease to be of any force or effect on the earlier of (x) February 28, 2011 and (ii) any failure by the Parent to deliver Cash Flow Projections set forth in Section III(1)(B) below for more than one Business Day after written notice thereof from the Administrative Agent to the Parent, after which time the failure of the Parent to meet such Minimum Cash Balance covenant shall constitute an immediate Event of Default under the Credit Agreement without regard to this Third Amendment.
Waiver to Credit Agreement. Any breach by the Company of the financial condition covenant set forth in subsection 7.6F of the Credit Agreement with respect to the test period ending June 30, 2002, and any Event of Default or Potential Event of Default resulting from any such breach, is hereby waived.
Waiver to Credit Agreement. The Required Lenders and the Administrative Agent hereby waive compliance by the Borrower with Section 7.12 of the Loan Agreement, Fixed Charge Coverage Ratio, for the period from March 31, 2001 through June 30, 2001. This waiver is effective for that period only and the Borrower shall be required to comply with Section 7.12 at all other times.
Waiver to Credit Agreement. SUBPART 3.1. Effective on (and subject to the occurrence of) the Second Amendment Effective Date, in connection with Dispositions made pursuant to Section 7.2.11(b) of the Existing Credit Agreement and completed, or to be completed, during the 2002 Fiscal Year, the Lenders waive compliance with Section 7.2.11(b)(i) of the Existing Credit Agreement restricting the aggregate fair market value, as well as the aggregate book value, of all assets Disposed of in any Fiscal Year to a maximum of $50,000,000 for (and only for) the 2002 Fiscal Year; provided, that such Dispositions completed following the Second -------- Amendment Effective Date shall be deemed to have fully utilized the remaining available balance, if any, as of the Second Amendment Effective Date for the 2002 Fiscal Year under such $50,000,000 basket. Except as so waived, the Existing Credit Agreement and the other Loan Documents shall continue in full force and effect in accordance with their terms.
Waiver to Credit Agreement. The Required Lenders hereby waive (and direct the Administrative Agent to waive), subject to Section 2.16 of the Credit Agreement, the provision in Section 2.12 of the Credit Agreement requiring three Business Days’ prior written notice of the prepayment of Term Loans and/or Revolving Loans in the case of Eurodollar Loans with the Net Cash Proceeds of any Additional Senior Secured Notes, but only so long as the Borrowers shall have provided the Administrative Agent notice of the prepayment of the Term Loans and/or Revolving Loans before 12:00 noon (New York time) on the Business Day on which such prepayment is to be made.
Waiver to Credit Agreement. Notwithstanding any rights and remedies the Administrative Agent and the Lenders have under the Credit Agreement and the other Loan Documents, effective as of the Amendment Closing Date (as defined below), the Administrative Agent and the Lenders hereby waive, solely in connection with the Equity Issuance, the requirement in Section 3.04(e) of the Credit Agreement that the Borrower prepay the Borrowings in an aggregate principal amount equal to the net cash proceeds of any issuance of any Equity Interests by the Parent Guarantor within one (1) Business Day of such issuance.
