First Lien Forbearance Agreement Amendment. The , Issuer and the other Credit Parties shall have executed and delivered an amendment to that certain Forbearance Agreement to First Lien Indenture, dated as of and amended as of , and , pursuant to which the shall have agreed to extend the Forbearance Period to up to and including on the terms and conditions set forth therein.
Forbearance. Subject to the terms, conditions and understandings contained in this Agreement, Investor hereby agrees to refrain and forbear from bringing any action to collect under the Note (including without limitation the Interest Rate Increase and the Balance Increase) with respect to the Default (the “Forbearance”). For the avoidance of doubt, the Forbearance shall only apply to the Default and not to any Events of Default (as defined in the Note) that may occur subsequent to the date hereof or any other Event of Default that occurred prior to the date hereof.
Lender’s agreement to forbear from exercising any rights or remedies against Borrower with respect to collection of the Interest Payment in accordance with this Agreement shall commence as of the date on which Borrower has complied with all of the preconditions to forbearance set forth in [Section 3] of this Agreement and shall continue until the earlier of # Eastern Time, or # the occurrence of an Event of Default under the Credit Agreement (the “Forbearance Period”). During the Forbearance Period, Lender agrees to continue to forbear from exercising any right or remedy against Borrower with respect to collection of the Interest Payment only. Lender’s agreement contained herein shall not nullify, extinguish, satisfy, release, discharge or otherwise affect Borrower’s obligations to Lender, or constitute a waiver of any Event of Default. Borrower acknowledges and agrees that there is no promise, express or implied, on the part of Lender to forebear beyond the expiration or termination of the Forbearance Period provided herein, and Borrower further agrees that if any of the terms or conditions of this Agreement are not satisfied within the sole discretion of Lender or any further Event of Default (other than failure to timely make the Interest Payment) occurs, Lender’s agreement to forbear shall, at the election of Lender, immediately terminate and Lender shall have all of its rights and remedies. Borrower further acknowledges and agrees that if Lender elects not to terminate its agreement to forbear upon the occurrence of Event of Default, such election shall not constitute a “course of dealing” or be deemed to be a waiver of any rights of Lender to take action in respect of any further Event of Default. Nothing herein shall be construed as an agreement by Lender to forbear from asserting any affirmative defense, cross claim, counterclaim or third party claim in any action or proceeding that is currently pending or may hereafter be commenced. Further, nothing herein shall be construed as an agreement by Lender to forbear from taking any action it deems necessary to protect its security interests and lien in, to and on the Collateral. Upon expiration or termination of the Forbearance Period Lender shall be free to exercise any right or remedy to which Lender heretofore or hereafter shall be entitled without regard to this Agreement.
Forbearance Termination Events. Nothing set forth herein or contemplated hereby is intended to constitute an agreement by the Administrative Agent or the Lenders to forbear from exercising any of the rights and remedies available to them under the Credit Agreement, the other Loan Documents or applicable law (all of which rights and remedies are hereby expressly reserved by the Administrative Agent and the Lenders) upon or after the occurrence of a Forbearance Termination Event. As used herein, Forbearance Termination Event shall mean the occurrence of any of the following:
No Default. After giving effect to this Amendment, the Forbearance Agreement, the ABL Forbearance Agreement and, on the Initial First-Out Loan Borrowing Date, the Initial First-Out Loan to be made on such date, no Default or Event of Default (other than any Specified Default (as defined in the Forbearance Agreement)) has occurred and is continuing as of the Amendment Effective Date.
acknowledge and reaffirm their respective obligations as set forth in each Loan Document (as amended or otherwise modified by this Amendment and the Forbearance Agreement), including, without limitation, all Obligations under the Credit Agreement and the other Loan Documents (as amended or otherwise modified by this Amendment and the Forbearance Agreement);
Conditions Precedent to Forbearance. Lender shall not be obligated under this Agreement, and the terms of this Agreement shall not be binding on Lender, unless and until: # Borrower has duly executed and delivered to Lender this Agreement, together with a copy of resolution of its board of directors approving the terms and execution and delivery of this Agreement; # Lender has duly executed and delivered to Borrower this Agreement; and # Borrower has issued to Lender warrants to purchase 5,995,453 shares of common stock of Borrower, substantially in the form attached hereto as [Exhibit A] (the “Forbearance Warrant”).
Issuer has requested that the Second Lien Forbearance Agreement be amended to extend the Forbearance Period to on the terms and conditions set forth herein.
the written agreement among the Loan Parties, the Administrative Agent and the Required that the Forbearance shall be terminated prior to the Scheduled Forbearance Period End Date.
Upon the occurrence of a Forbearance Termination Event, the Forbearance Period and the Forbearance shall immediately and automatically end without the requirement of any demand, presentment, protest, notice (including any written notice required by [Section 8.01] of the Credit Agreement) or other action of any kind (other than as provided in [Section 3(d)] below), all of which the Borrower and each of the other Loan Parties waive; provided notwithstanding anything to the contrary herein, the Forbearance Period and Forbearance shall terminate automatically and without notice of termination immediately upon the occurrence of an Event of Default of the type set forth in [Section 8.01(f)] of the Credit Agreement.
Bank and Borrowers are parties to that certain Loan and Security Agreement dated as of , as amended by a First Amendment to Loan and Security Agreement dated as of and a Second Amendment to Loan and Security Agreement dated as of , a Third Amendment to Loan and Security Agreement dated as of , a Fourth Amendment to Loan and Security Agreement dated as of , a Fifth Amendment and Forbearance to Loan and Security Agreement dated as of , a Sixth Amendment and Waiver to Loan and Security Agreement dated as of , and a Seventh Amendment to Loan and Security Agreement dated as of , an Eighth Amendment to Loan and Security Agreement dated as of , and a Ninth Amendment to Loan and Security Agreement dated as of (as the same may from time to time be further amended, modified, supplemented or restated, collectively, the “Loan Agreement”).
Amendment to the Credit Agreement. Effective as of the Amendment Effective Date (as defined below), the Credit Agreement (excluding all Schedules and Exhibits thereto, each of which shall remain as in effect immediately prior to the Amendment Effective Date) is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and underlined text (indicated textually in the same manner as the following example: bold and underlined text) as set forth in the pages of the Credit Agreement attached as [Exhibit A] hereto.
Amendment to Stock Escrow Agreement. On or prior to the Closing Date, BRPA, Sponsor, BRAC, and Continental shall enter into an amendment (“Stock Escrow Amendment”) to that certain escrow agreement entered into between Continental, BRPA, BRAC, and the Sponsor on (as amended by that certain letter agreement dated , “Stock Escrow Agreement”), providing: # for the forfeiture and cancellation of the Forfeited Shares, # that the Sponsor Earnout Shares shall be subject to escrow pursuant to the Sponsor Agreement and the terms of [[Section 1.9(b), (c)])]] that the 40,000 shares of BRPA Common Stock held by shall be released from escrow and # that all remaining shares of BRPA Common Stock held in escrow thereunder will be released from escrow on the earlier of # the six-month anniversary of the Closing Date, # with respect to 50% of the shares of BRPA Common Stock, the date on which the closing price of the BRPA Common Stock equals or exceeds per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Closing Date, and # the date after the Closing on which BRPA consummates a liquidation, merger, stock exchange or other similar transaction which results in all of BRPA’s stockholders having the right to exchange their BRPA Common Stock for cash, securities or other property.
Entire Agreement; Amendment and Waiver. Sublandlord has made no representations, warranties or covenants to or with Subtenant with respect to the subject matter of this Sublease except as expressly provided herein and all prior negotiations and agreements relating thereto are merged into this Sublease. This Sublease may not be amended or terminated, in whole or in part, nor may any of the provisions be waived, except by a written instrument executed by all signators unless the same is permitted under the terms and provisions of the Master Lease.
Amendment to the Purchase Agreement. Effective as of the date hereof, the parties amend the Purchase Agreement as follows:
Amendment to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in [Section 2] below, the parties hereto agree that the Credit Agreement is hereby amended as follows:
Entire Agreement; Amendment and Termination. This Agreement contains the entire understanding of the parties. No amendment or termination of this Agreement that would be adverse to the rights of the Participant shall be made by the Board, the Committee or the Plan Administrator at any time without the written consent of the Participant. No amendment or termination of the Plan will adversely affect the right, title and interest of the Participant under this Agreement or to the Award granted hereunder without the written consent of the Participant.
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