Limited Waiver and Consent. The Company requested and the Holders have agreed to waive (i) the Specified Defaults and (ii) the requirement for the Company to comply with the minimum liquidity financial covenant set forth in Section 8(J)(i) of the Existing Notes until the last day of the Liquidity Period (the “Specified Waivers and Consents”). This limited waiver and consent shall be limited precisely as written and no other terms, covenants or provisions of the Notes, the Purchase Agreement or any other Transaction Document are intended to be waived, amended or otherwise effected hereby. The Specified Waivers and Consents shall relate solely to the Specified Defaults described above in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the Notes or any other Transaction Document, and shall not in any way or manner restrict the Agent or any Holder from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one of the Specified Defaults as expressly enumerated above and conditioned in this Section 3) at any time in respect of the Notes or any other Transaction Document. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by any Note Party with respect to any other term, provision or condition of the Notes or any other Transaction Document, or any other instrument or agreement referred to therein; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Holder may now have or may have in the future under or in connection with the Notes or any other Transaction Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 3.
Limited Waiver and Consent. The Purchasers hereby:
Limited Waiver and Consent. This Agreement shall constitute a limited waiver of the Credit Agreement (the “Limited Waiver”) solely for purposes of satisfying the conditions precedent set forth in Section 6.02 of the Credit Agreement and the requirements of Section 2.03(b) of the Credit Agreement (and for no other purposes) and solely so as to permit the Borrower to borrow Loans in an amount not to exceed $6,185,567 to be used in accordance with the most recently delivered Cash Flow Projections (as defined in the First Forbearance Agreement) (the “Bridge Loans”). The Borrower hereby requests the Lenders to, and each Lender hereby agrees to, fund on or prior to May 14, 2018 its ratable portion (measured by the Delayed Draw Commitments of the Lenders prior to the termination thereof pursuant to the Acceleration) of the Bridge Loans notwithstanding the termination of the Commitments (and notwithstanding the failure of the Borrower to satisfy the conditions of Section 6.02 of the Credit Agreement), subject to the terms hereof. The Company and other Loan Parties acknowledge and agree that the Bridge Loans constitute Loans and Secured Obligations for all purposes under the Credit Agreement (including for purposes of the accrual of interest and the calculation of the Call Protection Amount and Yield Maintenance Amount), that such Bridge Loans are deemed immediately due and payable and that the funding of the Bridge Loans shall not constitute a waiver or rescission of the termination of the Commitments or the acceleration of the Loans, and shall not modify, reduce or constitute a defense to the amount of the Call Protection Amount and the Yield Maintenance Amount.
Limited Waiver and Consent. (a) Amendment Parties have informed Administrative Agent and the Lenders that a consent from the LGO Landlords under the LGO Master Lease expressly agreeing to the add-back of the Customer Receivership Charge is not being sought; provided, however, if, on or before December 1, 2017 (or such later date as Administrative Agent may agree in its sole and absolute discretion), LGO Landlords determine that the Customer Receivership Charge is not permitted as an add-back under the LGO Master Lease and, as a result thereof, an event of default has occurred thereunder solely as a result of the Loan Parties’ failure to comply with the financial covenants due to the Customer Receivership Charge not being permitted as an add-back for any prior period during which the Customer Receivership Charge had been taken as an add-back (a “Customer Charge Covenant Default”), then Administrative Agent and the Lenders hereby agree that the Customer Charge Covenant Default shall not constitute a Default or an Event of Default under the Loan Agreement so long as (i) the LGO Landlords are not exercising remedies under the LGO Master Lease for any reason, including a Customer Charge Covenant Default, nor have they notified Amendment Parties or the Administrative Agent in writing of their intent to commence the enforcement of remedies under the LGO Master Lease due to the Customer Charge Covenant Default, and (ii) on or before the day that is ninety (90) days following the earlier to occur of (A) receipt by Amendment Parties of written notice of the Customer Charge Covenant Default or (B) receipt by Administrative Agent of written notice of the Customer Charge Covenant Default (or such longer period as Administrative Agent may agree in its sole and absolute discretion), Amendment Parties cure or obtain a waiver or amendment from the LGO Landlords with respect to the Customer Charge Covenant Default curing, waiving or revising the LGO Master Lease, as applicable, so the Customer Charge Covenant Default no longer subsists.
Limited Waiver and Consent. (a) Subject to the satisfaction (or due waiver) of the conditions set forth in Section 3 hereof, and in reliance upon the representations and warranties of Company set forth in Section 4 hereof, the Requisite Lenders hereby waive compliance with Section 7.1(vi)(5)(i) of the Credit Agreement solely to permit the incurrence of the 2013 Incremental Term Loans in an aggregate amount of $70,000,000 in connection with the 2009 Note Redemption (the “Limited Waiver”).
Limited Waiver and Consent. On the terms and subject to the conditions set forth herein and in reliance on the representations and warranties of ADT Limited herein contained, the Agent and the Required Lenders hereby
Limited Waiver and Consent. Notwithstanding the provisions of Section 13(d) of the Agreement, Agent and the Lenders hereby consent to (i) the purchase of the convenience distribution assets (the “Purchase”) of Harp’s Food Stores, Inc. (“Harp”) in accordance with the terms of that certain Asset Purchase Agreement dated as of October 21, 2009 between Amcon and Harp (the “Purchase Agreement”), (ii) the incurrence of debt in the amount $500,000 payable by Amcon to Harp subject to the requirements of Section 13(b) of the Agreement and (iii) the payment of certain contingent payments to be made by Amcon to Harp in accordance with the terms of the Purchase Agreement (the “Harp Contingent Payment”) subject to the following conditions: (a) the amount of such contingent payments paid to Harp by the Borrowers may not exceed One Million Forty Thousand Dollars ($1,040,000) in the aggregate at any time, (b) no Event of Default has occurred or would be caused by the making of any such contingent payment after giving effect thereto (including, but not limited to, all financial covenants set forth in Section 14 of the Loan Agreement) and (c) the Borrowers have Average Excess Availability of not less than Five Million Dollars ($5,000,000) for the thirty day period immediately prior to the payment of such contingent payment and after giving effect to the payment of such contingent payment. The consent provided herein shall be limited to the matter set forth herein and shall not suspend, waive or affect any other covenant, condition or definition contained in the Loan Agreement. Except as otherwise provided herein, all provisions, terms and conditions of the Loan Agreement remain in full force and effect. The consent is granted only for the specific instance specified herein and in no manner creates a course of dealing or otherwise impairs the future ability of Lenders to declare an Event of Default under or otherwise enforce the terms of the Loan Agreement.
Limited Waiver and Consent. With effect from the Consent Date, the Agent and each Holder previously waived the Prospective Defaults on the terms and subject to the conditions set forth in this Section 2. This limited waiver and consent shall be limited precisely as written and no other terms, covenants or provisions of the NPA or any other Note Document are intended to be waived, amended or otherwise effected hereby. The Specified Waivers and Consents shall apply only for the Subject Test Period and the Prospective Defaults and shall not apply for any other Test Periods, any other actual or prospective Defaults, Events of Default or violation of any other provision of the NPA or any other Note Document. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by the Issuer or any other Note Party with respect to any other term, provision or condition of the NPA or any other Note Document, or any other instrument or agreement referred to therein; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Secured Party may now have or may have in the future under or in connection with the NPA or any other Note Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 2.
Limited Waiver and Consent. In condition of the representations, warranties, covenants and agreements of the Company set forth in this Waiver, the Purchaser hereby consents to the execution by the Company of the Restructuring Agreement and the consummation of the Restructuring Transactions contemplated thereby, and waives any Event of Default that may have occurred or may occur solely by reason of the execution of such agreement or the consummation of the Restructuring Transactions, including, without limitation, and Event of Default arising in connection therewith under Section 10.4 of the Purchase Agreement. The consent and waiver set forth in this Section 1 shall be limited to the specific matters described herein and shall not be deemed to (i) be a waiver of any other term or condition of the Purchase Agreement or (ii) prejudice any rights not specifically waived herein which the Purchaser or any other holder of Notes may now have or may have in the future under the Purchase Agreement or any Related Document.
Limited Waiver and Consent. 2.1 Subject to the terms and conditions set forth in Section 2.2 and Section 4 below, the Agent and each Lender hereby: (i) consents to (x) the consummation of the Divestiture Transaction by the applicable Loan Parties (in accordance with the terms of the Mimosa Purchase Agreement) and (y) permitting the Loan Parties to retain, the Net Cash Proceeds of the Divestiture Transactions in excess of the Minimum Prepayment Amount (as defined below); provided in the case of clauses (x) and (y) that (A) both before and after giving effect to the Closing Date (as defined in the Mimosa Purchase Agreement, the “Mimosa Closing Date”), no Default or Event of Default then exists and is continuing and (B) the Agent determines (in its sole discretion) that each of the Consent Conditions set forth in Section 2.2 below have been satisfied prior to or substantially concurrently with the Mimosa Closing Date, (ii) waives the Specified Events of Default occurring prior to the date hereof which the Lenders and the Agent have actual knowledge of (the “Known Defaults”), (iii) waives any imposition of any applicable Default Rate interest on the Overdue Amounts for the period between the applicable Interest Payment Dates and the Second Restatement Effective Date, (iv) consents under the terms of the Pari Passu Intercreditor Agreement and the Collateral Documents to the sale of the Equity Interests in Mimosa, the release of liens and guarantees with respect to Mimosa and to the extent approved by the Collateral Agent in its sole discretion the transfer of Company Intellectual Property Transferred Intellectual Property (each as defined in the Mimosa Purchase Agreement) in connection therewith pursuant to the terms of the Mimosa Purchase Agreement; provided that the conditions described in clause (i) above are satisfied on the Mimosa Closing Date and (v) consents under the terms of the Intercreditor Agreement and the other Loan Documents to the amendments described in the NPA Third Amendment (as defined below). The foregoing waiver and consent shall be limited precisely as written and relates solely to the limited consents specified above and the Known Defaults in the manner they exist on the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof, and shall not in any way or manner restrict the Agent or any Lender from exercising any rights or remedie...
