Waiver of Section 2. 10. The Required Lenders hereby waive any requirement of the Borrower to prepay the Term Loans and reduce the Revolving Commitments under Section 2.10(a) of the Credit Agreement with, and only with, proceeds received from the issuance of the Series C Perpetual Preferred Stock pursuant to Section 2.1(d) herein.
Waiver of Section 2. 15. The Lenders hereby waive, in connection with the Term A Loan and Revolving Commitments contemplated under Section 2.15(c), the ten Business Day notice period required under Section 2.15(a)(i) and the Lender notification contemplated under Section 2.15(a)(ii).
Waiver of Section 2. 12 of the Credit Agreement. The Bank hereby waives compliance with Section 2.12
Waiver of Section 2. 02(A) The Lenders hereby agree to waive the requirements of Section 2.02(a) of the Credit Agreement solely to the extent necessary to permit the Borrower to make drawings under the Credit Agreement to finance each of the invoices described on Annex H to this Amendment that were issued more than 90 days prior to December 31, 1997.
Waiver of Section 2. 5(b) (Mandatory Permanent Reduction). Effective as of the Effective Date, the Lenders hereby waive application of Section 2.5(b) of the Credit Agreement to the Net Cash Proceeds of the Transaction, but solely to the extent of the Net Cash Proceeds of the Transaction in excess of the amount required to be applied by the Borrower to the repayment of the Loans on the Transaction Closing Date in accordance with Section 2.5(c) of the Credit Agreement as a result of the reduction of the Aggregate Commitment to $75,000,000 on the Transaction Closing Date in accordance with Section 2.5(b) of the Credit Agreement (as amended by this Amendment); provided that such waiver is conditioned upon the following: (a) within one Business Day after the Borrower's receipt thereof, such Net Cash Proceeds are deposited into the Concentration Account and (b) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or would result from the consummation of the Transaction.
Waiver of Section 2. 3(c). Equity Holders agree to waive the requirements set forth in Section 2.3(c) of the Original Agreement as a condition to Closing.
Waiver of Section 2. 06(a)(i)
Waiver of Section 2. 02(d). Solely in the United Kingdom, Export hereby waives compliance by Pfizer Overseas with the provisions of Section 2.02(d) of the Agreement which require Pfizer Overseas, to the extent it uses the services of a contract sales force, to employ only "a third party whose primary business is devoted to detailing third party products," but only if the quality of service provided by the contract sales force(s) is in all material respects equal to (or better than) that which would otherwise be provided by Pfizer Overseas, and provided, further, that (a) Pfizer Overseas shall provide Export with 60 days' prior written notice before retaining any third party contract sales force(s), and (b) Export consents to the use of such third party contract sales force(s), which consent shall not be withheld except for a material business reason.
Waiver of Section 2. 14(a). Concurrently with the execution of this Amendment, the Lenders are increasing the Revolving Credit Commitment Amount from $500,000,000 to $1,000,000,000 pursuant to Section 2.14 of the Credit Agreement; in connection with such increase and at your request, the undersigned Lenders waive the 30-day notice requirement for such increase contained in Section 2.14(a) of the Credit Agreement.
Waiver of Section 2. 13. Compliance with Section 2.13 of the Credit Agreement (before giving effect to this Amendment) is hereby waived for the Compliance Date for the quarter ending June 30, 2002.
