Common use of Xxxxxxx Consent; Covenants and Event of Default Clause in Contracts

Xxxxxxx Consent; Covenants and Event of Default. (a) Notwithstanding anything to the contrary set forth in this Amendment, the Credit Agreement (including Section 2.02 of the Second Amendment) or any other Credit Document, the Required Lenders hereby consent to extend the delivery date of the Quarterly Financial Deliverables for the Fiscal Quarters ended March 31, 2023 and June 30, 2023 to September 30, 2023, and the Administrative Borrower hereby agrees to deliver the Quarterly Financial Deliverables for the Fiscal Quarters ended March 31, 2023 and June 30, 2023 no later than September 30, 2023; provided that failure to timely deliver the Quarterly Financial Deliverables for the Fiscal Quarter ended March 31, 2023 or the Quarterly Financial Deliverables for the Fiscal Quarter ended June 30, 2023 in accordance with this Section 2.01 shall constitute an immediate Event of Default under the Credit Agreement. (b) Notwithstanding anything to the contrary in the Credit Agreement or this Amendment, so long as the Administrative Borrower has not delivered the Quarterly Financial Deliverables for the Fiscal Quarter ended March 31, 2023 or the Quarterly Financial Deliverables for the Fiscal Quarter ended June 30, 2023, no part of any Credit Event (or the proceeds thereof) will be used for any Investment under clauses (v) through (vii) (other than Investments among Credit Parties) or clauses (xii), (xvii), (xviii) or (xxii), in each case, of Section 9.05 of the Credit Agreement, or Restricted Payments; provided that any breach under this Section 2.01(b) shall constitute an immediate Event of Default under the Credit Agreement. (c) The Administrative Borrower shall timely deliver to the Administrative Agent a copy of any written notice received by or sent to the SEC or any trustee, agent or noteholders under the Senior Secured Notes Indenture in connection with the Company’s failure to timely deliver (i) the quarterly reports or other financial information for the Fiscal Quarter ended March 31, 2023 or (ii) the quarterly reports or other financial information for the Fiscal Quarter ended June 30, 2023, in each case, required to be filed with the SEC or delivered to such trustee, agent or the noteholders under the Senior Secured Notes Indenture.

Xxxxxxx Consent; Covenants and Event of Default. (a) Notwithstanding anything to the contrary set forth in this Amendment, the Credit Agreement (including Section 2.02 of the Second Amendment) or any other Credit Document, the Required Lenders hereby consent to extend (x) the delivery date of the Quarterly Financial Deliverables for from the Fiscal Quarters ended March 31date required by Section 8.01(a) and (e) of the Existing Credit Agreement to June 17, 2023 2024, and (y) the delivery date of the Annual Financial Deliverables from the date required by Sections 8.01(b) and (e) of the Existing Credit Agreement to June 3017, 2023 to September 30, 20232024, and the Administrative Borrower hereby agrees to deliver (1) the Quarterly Financial Deliverables for the Fiscal Quarters ended March 31, 2023 and June 30, 2023 no later than September 30June 17, 20232024 and (2) the Annual Financial Deliverables no later than June 17, 2024; provided that failure to timely deliver the Quarterly Financial Deliverables for the Fiscal Quarter ended March 31, 2023 or the Quarterly Annual Financial Deliverables for the Fiscal Quarter ended June 30, 2023 in accordance with this Section 2.01 2.01, in either case, shall constitute an immediate Event of Default under the Credit Agreement. (b) Notwithstanding anything to the contrary in the Credit Agreement or this Amendment, so long as the Administrative Borrower has not delivered the Quarterly Financial Deliverables for and the Fiscal Quarter ended March 31, 2023 or the Quarterly Annual Financial Deliverables for the Fiscal Quarter ended June 30, 2023Deliverables, no part of any Credit Event (or the proceeds thereof) will be used for any Investment under clauses (v) through (vii) (other than Investments among Credit Parties) or clauses (xii), (xvii), (xviii) or (xxii), in each case, of Section 9.05 of the Credit Agreement, or Restricted Payments; provided provided, that any breach under this Section 2.01(b) shall constitute an immediate Event of Default under the Credit Agreement. (c) The Administrative Borrower shall timely deliver to the Administrative Agent a copy of any written notice received by or sent to the SEC or any trustee, agent or noteholders under the Senior Secured Notes Indenture in connection with the Company’s failure to timely deliver (i) the quarterly reports or other financial information for the Fiscal Quarter ended March December 31, 2023 or 2023, (ii) the quarterly reports or other financial information for the Fiscal Quarter ended June 30March 31, 2024, or (iii) the annual reports or other financial information for the Fiscal Year ended December 31, ​ 2023, in each case, required to be filed with the SEC or delivered to such trustee, agent or the noteholders under the Senior Secured Notes Indenture.

Xxxxxxx Consent; Covenants and Event of Default. (a) Notwithstanding anything to the contrary set forth in this Amendment, the Credit Agreement (including Section 2.02 of the Second Amendment) or any other Credit Document, the Required Lenders hereby consent to extend (x) the delivery date of the Quarterly Financial Deliverables for from the Fiscal Quarters ended March date required by Section 8.01(a) and (e) of the Existing Credit Agreement to May 31, 2023 2024, and June 30(y) the delivery date of the Annual Financial Deliverables from the date required by Sections 8.01(b) and (e) of the Existing Credit Agreement to May 31, 2023 to September 30, 20232024, and the Administrative Borrower hereby agrees to deliver (1) the Quarterly Financial Deliverables for the Fiscal Quarters ended March 31, 2023 and June 30, 2023 no later than September 30May 31, 20232024 and (2) the Annual Financial Deliverables no later than May 31, 2024; provided that failure to timely deliver the Quarterly Financial Deliverables for the Fiscal Quarter ended March 31, 2023 or the Quarterly Annual Financial Deliverables for the Fiscal Quarter ended June 30, 2023 in accordance with this Section 2.01 2.01, in either case, shall constitute an immediate Event of Default under the Credit Agreement. (b) Notwithstanding anything to the contrary in the Credit Agreement or this Amendment, so long as the Administrative Borrower has not delivered the Quarterly Financial Deliverables for and the Fiscal Quarter ended March 31, 2023 or the Quarterly Annual Financial Deliverables for the Fiscal Quarter ended June 30, 2023Deliverables, no part of any Credit Event (or the proceeds thereof) will be used for any Investment under clauses (v) through (vii) (other than Investments among Credit Parties) or clauses (xii), (xvii), (xviii) or (xxii), in each case, of Section 9.05 of the Credit Agreement, or Restricted Payments; provided provided, that any breach under this Section 2.01(b) shall constitute an immediate Event of Default under the Credit Agreement. (c) The Administrative Borrower shall timely deliver to the Administrative Agent a copy of any written notice received by or sent to the SEC or any trustee, agent or noteholders under the Senior Secured Notes Indenture in connection with the Company’s failure to timely deliver (i) the quarterly reports or other financial information for the Fiscal Quarter ended March December 31, 2023 or (ii) the quarterly annual reports or other financial information for the Fiscal Quarter Year ended June 30December 31, 2023, in each case, required to be filed with the SEC or delivered to such trustee, agent or the noteholders under the Senior Secured Notes Indenture.

Xxxxxxx Consent; Covenants and Event of Default. (a) Notwithstanding anything to the contrary set forth in this Amendment, the Credit Agreement (including Section 2.02 of the Second Amendment) or any other Credit Document, the Required Lenders hereby consent to extend (x) the delivery date of the Quarterly Financial Deliverables for the Fiscal Quarters Quarter ended March 31, 2023 from September 30, 2023 to November 9, 2023, and (y) the delivery date of the Quarterly Financial Deliverables for the Fiscal Quarter ended June 30, 2023 to from September 30, 2023 to November 14, 2023, and the Administrative Borrower hereby agrees to deliver (1) the Quarterly Financial Deliverables for the Fiscal Quarters Quarter ended March 31, 2023 no later than November 9, 2023, and (2) the Quarterly Financial Deliverables for the Fiscal Quarter ended June 30, 2023 no later than September 30November 14, 2023; provided that failure to timely deliver the Quarterly Financial Deliverables for the Fiscal Quarter ended March 31, 2023 or the Quarterly Financial Deliverables for the Fiscal Quarter ended June 30, 2023 in accordance with this Section 2.01 shall constitute an immediate Event of Default under the Credit Agreement. (b) Notwithstanding anything to the contrary in the Credit Agreement or this Amendment, so long as the Administrative Borrower has not delivered the Quarterly Financial Deliverables for the Fiscal Quarter ended March 31, 2023 or the Quarterly Financial Deliverables for the Fiscal Quarter ended June 30, 2023, no part of any Credit Event (or the proceeds thereof) will be used for any Investment under clauses (v) through (vii) (other than Investments among Credit Parties) or clauses (xii), (xvii), (xviii) or (xxii), in each case, of Section 9.05 of the Credit Agreement, or Restricted Payments; provided that any breach under this Section 2.01(b) shall constitute an immediate Event of Default under the Credit Agreement. (c) The Administrative Borrower shall timely deliver to the Administrative Agent a copy of any written notice received by or sent to the SEC or any trustee, agent or noteholders under the Senior Secured Notes Indenture in connection with the Company’s failure to timely deliver (i) the quarterly reports or other financial information for the Fiscal Quarter ended March 31, 2023 or (ii) the quarterly reports or other financial information for the Fiscal Quarter ended June 30, 2023, in each case, required to be filed with the SEC or delivered to such trustee, agent or the noteholders under the Senior Secured Notes Indenture.

Xxxxxxx Consent; Covenants and Event of Default. (a) Notwithstanding anything to the contrary set forth in this Amendment, the Credit Agreement (including Section 2.02 of the Second Amendment) or any other Credit Document, the Required Lenders hereby consent to extend (x) the delivery date of the Quarterly Financial Deliverables for the Fiscal Quarters Quarter ended March 31, 2023 and from November 9, 2023 to November 30, 2023, (y) the delivery date of the Quarterly Financial Deliverables for the Fiscal Quarter ended June 30, 2023 from November 14, 2023 to November 30, 2023 and (z) the delivery date of the Quarterly Financial Deliverables for the Fiscal Quarter ended September 30, 2023 from the date required by Sections 8.01(a) and (e) of the Existing Credit Agreement to December 31, 2023, and the Administrative Borrower hereby agrees to deliver (1) the Quarterly Financial Deliverables for the Fiscal Quarters Quarter ended March 31, 2023 and no later than November 30, 2023, (2) the Quarterly Financial Deliverables for the Fiscal Quarter ended June 30, 2023 no later than November 30, 2023, and (3) the Quarterly Financial Deliverables for the Fiscal Quarter ended September 30, 2023 no later than December 31, 2023; provided that failure to timely deliver the Quarterly Financial Deliverables for the Fiscal Quarter ended March 31, 2023 or the Quarterly Financial Deliverables for the Fiscal Quarter ended 2023, June 30, 2023 or September 30, 2023, as the case may be, in accordance with this Section 2.01 shall constitute an immediate Event of Default under the Credit Agreement. (b) Notwithstanding anything to the contrary in the Credit Agreement or this Amendment, so long as the Administrative Borrower has not delivered the Quarterly Financial Deliverables for the Fiscal Quarter Quarters ended March 31, 2023 or the Quarterly Financial Deliverables for the Fiscal Quarter ended 2023, June 30, 2023 and September 30, 2023, , (i) no part of any Credit Event (or the proceeds thereof) will be used for any Investment under clauses (v) through (vii) (other than Investments among Credit Parties) or clauses (xii), (xvii), (xviii) or (xxii), in each case, of Section 9.05 of the Credit Agreement, or Restricted Payments; and (ii) the Administrative Borrower will furnish to each Lender, together with the Borrowing Base Certificate required to be delivered monthly (no later than the fifteenth (15th) Business Day of each month) in accordance with Section 8.01(j) and Schedule 8.01(j) of the Credit Agreement, the consolidated cash balance of the Administrative Borrower and its Subsidiaries as at the end of such month certified by an Authorized Officer of the Administrative Borrower; provided that, if a Reporting Period or Event of Default exists and is continuing, the Administrative Borrower will furnish such certified consolidated cash balance on a weekly basis (no later than the third (3rd) Business Day of each week) or more frequently (as the Administrative Agent may reasonably require and is reasonably feasible for the Borrowers to deliver); ​ provided, that any breach under this Section 2.01(b) shall constitute an immediate Event of Default under the Credit Agreement. (c) The Administrative Borrower shall timely deliver to the Administrative Agent a copy of any written notice received by or sent to the SEC or any trustee, agent or noteholders under the Senior Secured Notes Indenture in connection with the Company’s failure to timely deliver (i) the quarterly reports or other financial information for the Fiscal Quarter ended March 31, 2023 or 2023, (ii) the quarterly reports or other financial information for the Fiscal Quarter ended June 30, 2023 or (iii) the quarterly reports or other financial information for the Fiscal Quarter ended September 30, 2023, in each case, required to be filed with the SEC or delivered to such trustee, agent or the noteholders under the Senior Secured Notes Indenture.