Limited Waiver Sample Contracts

Water Science, LLC 1800 NW 89th Place Miami, Florida 33172
Limited Waiver • January 17th, 2007 • Electric Aquagenics Unlimited Inc • Specialty cleaning, polishing and sanitation preparations

Reference is made to (a) the Warrant Agreement, dated as of September 16, 2005 by and between Water Science, LLC (the "Investor") and Electric Aquagenics Unlimited, Inc. (the "Company") (the "September 16, 2005 Warrant"), (b) the Warrant Agreement, dated as of May 1, 2006 by and between the Investor and the Company (the "May 1, 2006 Warrant"), and (c) the Senior Secured Convertible Promissory Note, dated as of September 16, 2005 by and between the Investor and the Company (the "Senior Secured Convertible Note").

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LIMITED WAIVER
Limited Waiver • August 25th, 2016 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec • Oklahoma

THIS LIMITED WAIVER (this “Waiver”) is date August 10, 2016, among Southern Health Corporation of Houston, Inc., a Georgia corporation (“Borrower”), Crown Healthcare Investments, LLC, a Georgia limited liability company (f/k/a MedCare South, LLC) (“Crown”), SunLink Health Systems, Inc., an Ohio corporation (“SunLink” and, together with Crown, “Guarantors”) and Bank SNB, an Oklahoma banking corporation (successor by conversion to Bank SNB, National Association) (“Lender”).

LIMITED WAIVER WITH RESPECT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTS
Limited Waiver • August 9th, 2017 • Walter Investment Management Corp • Mortgage bankers & loan correspondents • New York

This Limited Waiver with respect to Amended and Restated Master Repurchase Agreements, dated as of May 29, 2017 (this “Limited Waiver”) among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated under the laws of Switzerland, acting through its CAYMAN ISLANDS BRANCH (“CS Cayman”), ALPINE SECURITIZATION LTD (“Alpine” and, together with CS Cayman, the “Buyers” and with the Administrative Agent, “Buyer Parties”), DITECH FINANCIAL LLC (“Ditech”), REVERSE MORTGAGE SOLUTIONS, INC. (“RMS”), RMS REO CS, LLC (“RMS REO” and, collectively with RMS and Ditech, the “Seller Parties”) and WALTER INVESTMENT MANAGEMENT CORP. (the “Guarantor”).

LIMITED WAIVER WITH RESPECT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Limited Waiver • August 9th, 2017 • Walter Investment Management Corp • Mortgage bankers & loan correspondents • New York

This Limited Waiver with respect to Amended and Restated Master Repurchase Agreement, dated as of July 21, 2017 (this “Agreement”), to that certain Amended and Restated Master Repurchase Agreement, dated May 22, 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Facility Agreement”), among Reverse Mortgage Solutions, Inc., as a seller (“Seller” or “RMS”), RMS REO BRC, LLC, as a seller (“REO Subsidiary” and, together with RMS, the “Seller Parties”), and Barclays Bank PLC, as purchaser and agent (in such capacities, the “Purchaser”).

LIMITED WAIVER WITH RESPECT TO AMENDED AND RESTATED RECEIVABLES LOAN AGREEMENT
Limited Waiver • August 9th, 2017 • Walter Investment Management Corp • Mortgage bankers & loan correspondents • New York

This Limited Waiver with respect to Amended and Restated Receivables Loan Agreement, dated as of July 7, 2017 (this “Agreement”), to that certain Amended and Restated Receivables Loan Agreement, dated as of May 2, 2012 (as amended, restated or otherwise modified prior to the date hereof, the “Facility Agreement”), by and among GREEN TREE ADVANCE RECEIVABLES II LLC, (the "Borrower"), DITECH FINANCIAL LLC (f/k/a Green Tree Servicing LLC), as administrator (the “Administrator”), THE FINANCIAL INSTITUTIONS identified on the signature pages attached thereto as lenders (each, a "Lender", and collectively, the “Lender Parties”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as calculation agent, verification agent, account bank and securities intermediary (in such capacities, the "Verification Agent") and WELLS FARGO CAPITAL FINANCE, LLC, as agent and sole Lender.

LIMITED WAIVER
Limited Waiver • February 12th, 2013 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus

Reference is made to the Settlement Agreement (the “Settlement Agreement”), dated as of April 24, 2012, by and among InfuSystem Holdings, Inc. (the “Company”), the investors who were signatories thereto (the “Investors”), David Dreyer and Wayne Yetter (each as Company Nominees; here, the “Unaffiliated Directors”), the directors who resigned from the Company’s board of directors (the “Board”) on April 24, 2012, and the directors who were appointed to the Board on April 24, 2012.

SIXTH AMENDED AND RESTATED LIMITED WAIVER
Limited Waiver • April 6th, 2021 • Mohegan Tribal Gaming Authority • Hotels & motels
LIMITED WAIVER
Limited Waiver • April 6th, 2009 • Visteon Corp • Motor vehicle parts & accessories • New York

LIMITED WAIVER, dated as of March 31, 2009 (the “Waiver”), to the Amended and Restated Credit Agreement, dated as of April 10, 2007 (as amended, supplemented or otherwise modified, the “Credit Agreement”), among Visteon Corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), Credit Suisse Securities (USA) LLC and Sumitomo Mitsui Banking Corporation, as co-documentation agents, Citicorp USA, Inc., as syndication agent, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. as joint lead arrangers and joint bookrunners. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

LIMITED WAIVER
Limited Waiver • June 25th, 2020 • Sundance Energy Inc. • Crude petroleum & natural gas • New York

This LIMITED WAIVER (hereinafter referred to as this “Agreement”), dated as of May 15, 2020 (the “Execution Date”), but effective as of the Effective Date (hereinafter defined), is made by and among SUNDANCE ENERGY INC., a Delaware corporation (“Parent”), SUNDANCE ENERGY, INC., a Colorado corporation (the “Borrower”), the other LOAN PARTIES hereto and TORONTO DOMINION (TEXAS) LLC, as administrative agent (in such capacity, the “Administrative Agent”). Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Agreement have the meanings assigned to such terms in the Credit Agreement (as defined below).

LIMITED WAIVER
Limited Waiver • October 6th, 2014 • Orthofix International N V • Surgical & medical instruments & apparatus • New York

Limited Waiver, dated as of September 30, 2014 (this “Limited Waiver”), to the Credit Agreement, dated as of August 30, 2010, as amended by the First Amendment dated as of May 4, 2011 (as further amended, modified, restated and supplemented through the date hereof, and as waived pursuant to, and subject to the provisions of, that certain Consent, dated as of April 23, 2012, that certain Limited Waiver, dated as of June 27, 2013, that certain Limited Waiver, dated as of August 14, 2013 and that certain Limited Waiver, dated as of August 14, 2014, the “Credit Agreement”), among Orthofix Holdings, Inc., a Delaware corporation (the “Borrower”), Orthofix International N.V., a Curacao company (the “Company”), those Domestic Subsidiaries of the Company identified as a “Guarantor” on the signature pages thereto and such other Domestic Subsidiaries of the Company as may from time to time become a party thereto, the several banks and other financial institutions parties thereto (collectively, th

As of October 8, 2009
Limited Waiver • January 21st, 2010 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.

Pursuant to Section 3.14 and Section 6.16 of that certain 13% Subordinated Term Loan Note due 2011 (the “Note”), by FriendFinder Networks Inc. (formerly known as Penthouse Media Group Inc.) (the “Company” or “Issuer”)), payable to PET Capital Partners LLC as Agent for the Holders listed on Schedule I to the Note, and guaranteed by the Subsidiary Guarantors party thereto, the Agent and the undersigned Holders of a majority in principal amount of the outstanding Notes hereby agree to waive each of the covenants identified on Schedule A attached to this FFN/PET Capital Limited Waiver (this “Waiver”), solely to the extent described on Schedule A (with each such waiver being effective as of the date such waiver is required to negate breach or non-compliance with the applicable covenant); provided that each such waiver shall remain effective only if the Company complies with the applicable restated obligation (if any) with respect to such waiver described on Schedule A.

LIMITED WAIVER
Limited Waiver • November 14th, 2024 • D-Wave Quantum Inc. • Services-computer processing & data preparation

LIMITED WAIVER (this “Waiver”), dated as of August 7, 2024, by and between D-WAVE QUANTUM INC., a Delaware corporation (the “Borrower”), and the Lender (as defined below) party hereto.

LIMITED WAIVER WITH RESPECT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Limited Waiver • August 9th, 2017 • Walter Investment Management Corp • Mortgage bankers & loan correspondents • New York

This Limited Waiver with respect to Amended and Restated Master Repurchase Agreement, dated as of May 29, 2017 (this “Agreement”), to that certain Amended and Restated Master Repurchase Agreement, dated May 22, 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Facility Agreement”), among Reverse Mortgage Solutions, Inc., as a seller (“Seller” or “RMS”), RMS REO BRC, LLC, as a seller (“REO Subsidiary” and, together with RMS, the “Seller Parties”), and Barclays Bank PLC, as purchaser and agent (in such capacities, the “Purchaser”).

LIMITED WAIVER WITH RESPECT TO CREDIT AGREEMENT
Limited Waiver • May 31st, 2007 • Navarre Corp /Mn/ • Wholesale-computers & peripheral equipment & software • Illinois

This LIMITED WAIVER WITH RESPECT TO CREDIT AGREEMENT (this “Waiver”) is entered into as of this 30th day of May 2007, by NAVARRE CORPORATION, a Minnesota corporation (“Borrower”), the Credit Parties signatory hereto, MONROE CAPITAL ADVISORS, LLC, a Delaware limited liability company, as agent (the “Agent”) for itself and the Lenders under and as defined in the Credit Agreement (as hereinafter defined), and the Lenders. Unless otherwise specified herein, capitalized terms used in this Waiver shall have the meanings ascribed to them by the Credit Agreement.

LIMITED WAIVER
Limited Waiver • August 18th, 2020 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus

This Limited Waiver, dated July 17, 2020 (this “Agreement”), is to provide for a limited waiver of certain provisions of those certain Engagement Letters dated August 14, 2019 and January 13, 2020 (the “Engagement Letters”), and the Underwriting Agreement dated May 1 2020 (the “Underwriting Agreement”), between Delcath Systems, Inc. (“Delcath”) and ROTH Capital Partners, LLC (“ROTH”). Delcath and ROTH may be referred to herein individually or collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meaning given such terms in the Engagement Letters or the Underwriting Agreement, as the case may be.

Limited Waiver
Limited Waiver • December 22nd, 2006 • Acquicor Technology Inc • Blank checks • California

Whereas, Acquicor Technology, Inc., a Delaware corporation (the “Company”), has entered into a Purchase Agreement (the “Purchase Agreement”) dated as of December 18, 2006 with CRT Capital Group LLC and Needham & Company, LLC (the “Initial Purchasers”) pursuant to which the Company intends to issue 8% Senior Convertible Notes Due 2011 (the “Notes”);

LIMITED WAIVER TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Limited Waiver • June 6th, 2011 • Force10 Networks Inc • Computer communications equipment • California

THIS LIMITED WAIVER TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Limited Waiver”) is entered into August 9, 2010, by and between FORCE10 NETWORKS, INC., a Delaware corporation (“Parent”), and FORCE10 NETWORKS GLOBAL, INC., formerly known as Titan1 Acquisition Corp., a Delaware corporation (“Titan1”, together with Parent, collectively, jointly and severally, “Borrower”), and SILICON VALLEY BANK (“Bank”). Capitalized terms used herein without definition shall have the meanings given to them in the Loan Agreement (as defined below).

METLIFE INVESTMENT MANAGEMENT LIMITED METLIFE INVESTMENT MANAGEMENT, LLC One MetLife Way Whippany, NJ, 07981
Limited Waiver • February 28th, 2024 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies
LIMITED WAIVER
Limited Waiver • November 15th, 2007 • Franklin Credit Management Corp/De/ • Finance services

This Limited Waiver is made and entered into as of November 15, 2007, between The Huntington National Bank, successor by merger to Sky Bank, Franklin Credit Management Corporation, a Delaware corporation (“Borrower”) and each subsidiary of the Borrower listed on the signature pages hereof.

LIMITED WAIVER REGARDING REPURCHASE OF OUTSTANDING SENIOR NOTES
Limited Waiver • June 9th, 2005 • Urs Corp /New/ • Services-engineering services • New York

This LIMITED WAIVER (this “Waiver”) is dated as of June 6, 2005 and is entered into by and among URS CORPORATION, a Delaware corporation (“Company”), the FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (the “Lenders”), CREDIT SUISSE, Cayman Islands Branch (formerly Credit Suisse First Boston), as administrative agent for Lenders (“Administrative Agent”) and, for purposes of Section 6 hereof, the Loan Parties other than Company listed on the signature pages hereof (the “Subsidiary Guarantors”) and is made with reference to that certain Credit Agreement dated as of August 22, 2002, as amended by that certain First Amendment to Credit Agreement dated as of January 30, 2003, that certain Second Amendment to Credit Agreement dated as of November 6, 2003, that certain Third Amendment to Credit Agreement dated as of December 16, 2003, that certain Fourth Amendment to Credit Agreement dated as of March 29, 2004, that certain Fifth Amendment to Credit Agreement dated as of June 4, 2

LIMITED WAIVER
Limited Waiver • May 18th, 2005 • Impco Technologies Inc • Motor vehicle parts & accessories

This LIMITED WAIVER (this “Waiver”), dated May 9, 2005, by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company (“LaSalle”), with its principal office at 135 South LaSalle Street, Chicago, Illinois 60603, the financial institutions that, from time to time, become a party to the Loan Agreement (hereinafter defined) (such financial institutions, collectively, the “Lenders” and each individually, a “Lender”), LaSalle as agent for the Lenders (in such capacity, the “Agent”), and IMPCO TECHNOLOGIES, INC., a Delaware corporation, with its principal office at 16804 Gridley Place, Cerritos, California 90703 (the “Borrower”).

February 29, 2016 Tesco US Holding LP 11330 Clay Road, Suite 350 Houston, Texas 770041 Attention: Chris Boone, Senior Vice President and
Limited Waiver • March 4th, 2016 • Tesco Corp • Oil & gas field machinery & equipment

We refer to that certain Second Amended and Restated Credit Agreement, dated as of April 27, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Tesco US Holding LP, a Nevada limited partnership (the “US Borrower”), Tesco Corporation, an Alberta, Canada corporation (the “Canadian Borrower”, and together with the US Borrower, the “Borrowers”), the lenders party thereto (each individually, a “Lender” and collectively, the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Credit Agreement. References herein to any Section or Article shall be to a Section or Article of the Credit Agreement unless otherwise specifically provided.

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LIMITED WAIVER
Limited Waiver • August 28th, 2020 • Mohegan Tribal Gaming Authority • Hotels & motels

THIS LIMITED WAIVER dated as of May 15, 2020 (the “Limited Waiver”) is granted by Bank of Montreal, as administrative agent (the “Administrative Agent”), on behalf of and at the direction of the Required Lenders in favour of MGE Niagara Entertainment Inc. (the “Borrower”).

LIMITED WAIVER WITH RESPECT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTS
Limited Waiver • August 9th, 2017 • Walter Investment Management Corp • Mortgage bankers & loan correspondents • New York

This Limited Waiver with respect to Amended and Restated Master Repurchase Agreements, dated as of July 21, 2017 (this “Limited Waiver”) among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated under the laws of Switzerland, acting through its CAYMAN ISLANDS BRANCH (“CS Cayman”), ALPINE SECURITIZATION LTD (“Alpine” and, together with CS Cayman, the “Buyers” and with the Administrative Agent, “Buyer Parties”), DITECH FINANCIAL LLC (“Ditech”), REVERSE MORTGAGE SOLUTIONS, INC. (“RMS”), RMS REO CS, LLC (“RMS REO” and, collectively with RMS and Ditech, the “Seller Parties”) and WALTER INVESTMENT MANAGEMENT CORP. (the “Guarantor”).

Re: First Amendment to Limited Waiver
Limited Waiver • November 18th, 2024 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations

Reference is made to (i) that certain Second Amended and Restated Credit Agreement, dated as of February 21, 2023 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among LDRV Holdings Corp., a Delaware corporation (the “Borrower Representative”), the Loan Parties party thereto, the lenders from time to time party thereto (each, a “Lender” and collectively, the “Lenders”), and Manufacturers and Traders Trust Company, a New York banking corporation, as Administrative Agent, Swingline Lender and Issuing Bank, and (ii) that certain letter agreement, dated July 30, 2024 (as in effect immediately prior to any amendments thereto effected hereby, the “Limited Waiver”), by and among the Borrowers, the Guarantors, the Lenders party thereto, and the Administrative Agent. Capitalized terms used in this letter agreement (this “Agreement”) and not otherwise defined herein shall have the respective meanings given to them in the Credit

LIMITED WAIVER
Limited Waiver • June 25th, 2020 • Sundance Energy Inc. • Crude petroleum & natural gas • New York

This LIMITED WAIVER (hereinafter referred to as this “Agreement”), dated as of May 15, 2020 (the “Execution Date”), but effective as of the Effective Date (hereinafter defined), is made by and among SUNDANCE ENERGY INC., a Delaware corporation (“Parent”), SUNDANCE ENERGY, INC., a Colorado corporation (the “Borrower”), the other LOAN PARTIES hereto, the LENDERS party hereto, and MORGAN STANLEY CAPITAL ADMINISTRATORS INC., as administrative agent (in such capacity, the “Administrative Agent”). Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Agreement have the meanings assigned to such terms in the Credit Agreement (as defined below).

LIMITED WAIVER
Limited Waiver • March 16th, 2009 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • New York

This LIMITED WAIVER (this “Agreement”), effective as of March 12, 2009, is entered into by and among Asbury Automotive Group, Inc. (the “Borrower”), each of the subsidiaries of the Borrower listed on the signature pages hereof (the “Guarantors”), each of the Lenders listed on the signature pages hereof (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (the “Agent”).

LIMITED WAIVER
Limited Waiver • August 4th, 2016 • Seventy Seven Energy Inc. • Oil & gas field services, nec • New York

This Limited Waiver (this “Limited Waiver”) dated as of August 1, 2016 is entered into by and among Seventy Seven Operating LLC, an Oklahoma limited liability company (the “Borrower”), Seventy Seven Energy Inc., a Delaware corporation formerly known as Chesapeake Oilfield Operating, L.L.C. (the “Parent”), the other Loan Parties party hereto, the Tranche A Incremental Term Loan Lenders signatory hereto, and Wilmington Trust, National Association, in its capacity as successor administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

THIRD AMENDED AND RESTATED LIMITED WAIVER
Limited Waiver • August 28th, 2020 • Mohegan Tribal Gaming Authority • Hotels & motels
LIMITED WAIVER
Limited Waiver • April 3rd, 2006 • Impco Technologies Inc • Motor vehicle parts & accessories

This LIMITED WAIVER (this “Waiver”), dated March 28, 2006, by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company (“LaSalle”), with its principal office at 135 South LaSalle Street, Chicago, Illinois 60603, the financial institutions that, from time to time, become a party to the Loan Agreement (hereinafter defined) (such financial institutions, collectively, the “Lenders” and each individually, a “Lender”), LaSalle as agent for the Lenders (in such capacity, the “Agent”), and IMPCO TECHNOLOGIES, INC., a Delaware corporation, with its principal office at 16804 Gridley Place, Cerritos, California 90703 (the “Borrower”).

JPMorgan Chase Bank, N.A.
Limited Waiver • February 28th, 2024 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies

Reference is hereby made to that certain Term Loan Credit Agreement, dated as of July 11, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Henry Schein, Inc., a Delaware corporation, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties from time to time party thereto. Capitalized terms used in this waiver letter (“Waiver Letter”) but not defined herein shall have the respective meaning ascribed to them in the Credit Agreement.

LIMITED WAIVER
Limited Waiver • February 24th, 2011 • Quicksilver Resources Inc • Crude petroleum & natural gas • New York

LIMITED WAIVER (this “Waiver”) dated as of February 23, 2011 of certain provisions of that certain letter agreement dated as of October 26, 2010 (the “Confidentiality Agreement”) by and between Quicksilver Resources Inc. (the “Company”) and SPO Partners II, L.P. (“SPO”).

LIMITED WAIVER
Limited Waiver • September 9th, 2020 • Urban Outfitters Inc • Retail-family clothing stores • New York

This LIMITED WAIVER (this “Agreement”) dated as of August 13, 2020 is by and among URBAN OUTFITTERS, INC., a Pennsylvania corporation (the “Urban Outfitters”), URBN Canada Retail, Inc., a British Columbia company (“URBN Canada” and together with Urban Outfitters and their Subsidiaries, the “Company”), the Subsidiary Borrowers and other Loan Parties listed on the signature pages hereof, the Lenders listed on the signature pages hereof, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (the “Administrative Agent”) under that certain Amended and Restated Credit Agreement dated as of June 29, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Company, the Subsidiary Borrowers, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent.

LIMITED WAIVER
Limited Waiver • March 29th, 2023 • Dragonfly Energy Holdings Corp. • Miscellaneous electrical machinery, equipment & supplies

This LIMITED WAIVER (this “Waiver”) is made as of March 29, 2023, by and among DRAGONFLY ENERGY CORP. (“Borrower”), DRAGONFLY ENERGY HOLDINGS CORP. (F/K/A CHARDAN NEXTECH ACQUISITION 2 CORP) (“Holdings”), the Lenders signatory hereto (the “Required Lenders”), and ALTER DOMUS (US) LLC, as agent on behalf of the Lenders under the Loan Agreement (as hereinafter defined) (in such capacity, the “Agent”).

AMENDMENT TO LIMITED WAIVER
Limited Waiver • July 27th, 2010 • First Chester County Corp • National commercial banks • Pennsylvania

This Amendment to Limited Waiver (this “Amendment”), is made as of July 26, 2010 (the “Effective Date”), by and between FIRST CHESTER COUNTY CORPORATION, a Pennsylvania corporation (“Borrower”) and GRAYSTONE TOWER BANK, a Pennsylvania chartered bank (“Lender”). Unless otherwise set forth herein, all capitalized terms used herein shall have the meaning given such terms in the Loan Documents (defined below).

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