Special Waiver. To the extent that any Subsidiary Guarantor may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender, in any suit, action or proceeding brought in a court of Argentina or other jurisdiction arising out of or in connection with any of this Agreement or the Floating Rate Notes, to post security for litigation costs or otherwise post a performance bond or guaranty ("CAUTIO JUDICATUM SOLVI" or "EXCEPCION DE ARRAIGO"), or to take any similar action, such Subsidiary Guarantor waives such benefit, in each case to the fullest extent permitted under the laws of Argentina or, as the case may be, such other jurisdiction.
Special Waiver. To the extent that the Guarantor may be entitled to the benefit of any provision of law requiring the Trustee or any Holder of the Securities, in any suit, action or proceeding brought in a court of Argentina or other jurisdiction arising out of or in connection with any of this Indenture or the Securities, to post security for litigation costs or otherwise post a performance bond or guaranty ("cautio judication solvi" or "excepcion de arraigo"), or to take any similar action, the Guarantor hereby waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of Argentina or, as the case may be, such other jurisdiction. 84 77
Special Waiver. To the extent that the Borrower may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any suit, action or proceeding brought in a court of Argentine or other jurisdiction arising out of or in connection with any of this Agreement, any other Financing Documents and the Transactions, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, the Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of Argentina or, as the case may be, such other jurisdiction.
Special Waiver. The Banks hereby waive any Event of Default which occurred or may have occurred under the Existing Credit Agreement as a result of the naming of eight (8) new board members during the twelve (12) months prior to the Effective Date or changes as a result of the WMI Merger.
Special Waiver. Guarantor hereby acknowledges and agrees that Lender owes no duty whatsoever to Guarantor (including, without limitation, any fiduciary duty) on account of the fact that Starwood Member is an affiliate of Lender and owns an indirect Equity Interest in Borrower by virtue of its membership interest in Five Point Holdings LLC Agreement. Guarantor hereby waives any defense it may have (if any) to the performance of its obligations under the Loan Documents based on such fact. Guarantor hereby acknowledges and agrees that the fact that Starwood Member owns such indirect Equity Interest in Borrower shall not in any way limit the rights or remedies of Lender under the Loan Documents, or pursuant to any applicable law, and that Lender shall be entitled to exercise any and all such rights, and any rights to grant or withhold approvals and consents under this Agreement and the other Loan Documents, independently and without regard to any of the rights or obligations of the parties to the Five Point Holdings LLC Agreement (it being acknowledged and agreed that to the extent each of Lender and Starwood Member have approval or consent rights over the same or similar matters, Lender may exercise such approval or consent rights entirely independently of any rights or obligations of Starwood Member pursuant to the Five Point Holdings LLC Agreement). No breach by Starwood Member of its obligations under the Five Point Holdings LLC Agreement, nor any failure by Starwood Member to make capital contributions (whether voluntary or mandatory under the Five Point Holdings LLC Agreement) shall limit any of the rights or remedies of Lender under the Loan Documents or applicable law, and Guarantor hereby waives any right it may have to assert otherwise. EXECUTED as of the day and year first above written. GUARANTOR: FIVE POINT HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President Guaranty Agreement — The Bridges at Irvine Schedule 1 For purposes hereof, the following terms shall have the following respective meanings:
Special Waiver. Notwithstanding the foregoing, BUYERS collectively shall have the right to waive compliance by SELLERS with any of the provisions hereof, or to modify such provisions to a less restrictive obligation of SELLERS, on such terms as BUYERS shall determine in its sole discretion, with or without prior notice to SELLERS.
Special Waiver. To the extent that the Borrowers may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any suit, action or proceeding brought in a court of Colombia or other jurisdiction arising out of or in connection with any of this Agreement, any other Loan Document and the Transactions, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, the Borrowers hereby irrevocably waive such benefit, in each case to the fullest extent now or hereafter permitted under the laws of the applicable jurisdiction.
Special Waiver. To the extent that any Loan Party may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any suit, action or proceeding brought in a court of Peru or other jurisdiction arising out of or in connection with any of this Agreement, any other Loan Documents to which such Loan Party is a party and the Transactions, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, such Loan Party hereby irrevocably waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of the applicable jurisdiction.
Special Waiver. 80 Section 32. FINAL AGREEMENT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .80 EXHIBITS EXHIBIT A Form of Syndicated Note EXHIBIT B Form of Swing Line Note EXHIBIT C Form of Competitive Bid Note EXHIBIT D Form of Syndicated Loan Request EXHIBIT E Form of Letter of Credit Request EXHIBIT F Form of Compliance Certificate EXHIBIT G Form of Assignment and Acceptance EXHIBIT H Form of Competitive Bid Quote Request EXHIBIT I Form of Invitation for Competitive Bid Quotes EXHIBIT J Form of Competitive Bid Quote EXHIBIT K Form of Notice of Acceptance/Rejection of Competitive Bid Quote(s) EXHIBIT L Form of WMI Joinder SCHEDULES SCHEDULE 1 Banks; Commitment Percentages; Banks' Addresses for Notices SCHEDULE 3.1(a) Existing Letters of Credit SCHEDULE 6.7 Litigation SCHEDULE 6.15 Environmental Compliance SCHEDULE 8.1(e) Existing Indebtedness of Old WMI SCHEDULE 8.2(a) Existing Liens SCHEDULE 8.3 Existing WMInternational Investments SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of the 16th day of July, l998, by and among USA WASTE SERVICES, INC., a Delaware corporation having its chief executive office at 0000 Xxxxxx Xxxxxx, Suite 4000, Houston, Texas 77002 (the "Borrower"), the Guarantors, and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association having its principal place of business at 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 ("BOA"), XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, a New York state banking association having its principal place of business at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("MGT"), and each of the other financial institutions party hereto (collectively, the "Banks"), and MGT as administrative agent and documentation agent (the "Administrative Agent").
Special Waiver. As of the date hereof (and with effect immediately prior to the Second Restatement Effective Date on the date hereof), the Lenders party hereto, which constitute the Required Lenders under (and as defined in) the Existing Credit Agreement, hereby consent to waive any Default or Event of Default directly or indirectly caused by (a) any non-compliance by GEO Community Services, LLC (formerly known as Cornell Companies, LLC), a Delaware limited liability company and a wholly-owned Domestic Subsidiary of GEO, with Section 4.3 of the Collateral Agreement or Section 6.12 of the Existing Credit Agreement, in each case solely with respect to such Subsidiary’s name change effected most recently prior to the date hereof, (b) any representation or warranty in or made pursuant to any Loan Document being incorrect solely on account of such non-compliance or (c) any non-compliance by GEO with Section 5.02(a) of the Existing Credit Agreement solely on account of any matter or event described in the foregoing clauses (a) or (b). The waiver set forth in this Section 9.17 shall be limited precisely as provided for herein and shall not be deemed to be a waiver of any right, power or remedy of any Lender or the Administrative Agent under, or a waiver of, consent to or modification of any other term or provision of the Existing Credit Agreement, this Agreement or any other Loan Document referred to therein or herein or of any transaction or further or future action on the part of GEO or any of its Subsidiaries which would require the consent of the Lenders or the Administrative Agent hereunder or under any other Loan Document.
