Limited Waiver

Limited Waiver. Subject to the U.S. Administrative Agent's receipt of this Limited Waiver, duly executed by the Borrowers and the Lenders constituting the Required Lenders, but effective as of the date hereof, the Lenders hereby agree to waive any Default that may have occurred and be continuing on the date hereof or may hereafter arise solely as a result of the Borrowers' failure to comply with the requirements of Sections 6.09 (a), (b) and (c) of the Credit Agreement with respect to delivery of the financial... statements for the fiscal quarter and the fiscal year, respectively, ended December 31, 2004 (and the related compliance certificate required to be delivered under Section 6.09(a) of the Credit Agreement) (collectively, the "December 31, 2004 Financial Statements"), provided that the Borrowers shall deliver to the Administrative Agents and the Lenders the December 31, 2004 Financial Statements not later than April 15, 2005 (it being understood that the Borrowers' failure to deliver to the Administrative Agents and the Lenders the December 31, 2004 Financial Statements by April 15, 2005 shall constitute an Event of Default under the Credit Agreement, and upon such failure the waivers under this Section 2 shall cease to be in effect) View More

Limited Waiver. Page 1 SECTION 2. Limited Waivers. (a) Subject to the terms of this Limited Waiver, including, without limitation, compliance by the Borrower with each of the terms of Section 3 below, the Required Lenders hereby (i) agree to the Requested Waiver and waive compliance by the Credit Parties with Section 5.1(c) of the Credit Agreement and 5.2(b) of the Credit Agreement for the fiscal quarters ending on June 30, 2013 and September 30, 2013 only. This Limited Waiver (a) is limited and does not... relate to (i) any other covenant or provision of the Credit Agreement or any other Credit Document, and (ii) any period other than the fiscal quarters ending on June 30, 2013 and September 30, 2013, and (b) shall automatically terminate and be of no further force or effect if (i) there exists any other Default or Event of Default or (ii) the Borrower fails to comply with any of the terms of Section 3 below. (b) Subject to the terms of this Limited Waiver, including, without limitation, compliance by the Borrower with each of the terms of Section 3 below, the Required Lenders hereby agree that the Company's restatement of its financial statements for the Restatement Periods (as well as for any additional prior periods in the event additional periods are restated, but not for any period later than March 31, 2013) shall not constitute a Default or an Event of Default under Article VII or any other provision of the Credit Agreement provided that within one Business Day after the public release or filing of such restated financial statements Borrower (x) delivers to the Administrative Agent a corrected compliance certificate for each such period, (y) re-determines the Applicable Percentage for the Revolving Loans and Term Loans for such periods based upon the corrected compliance certificate, and (z) immediately pays to the Administrative Agent for the ratable benefit of the Lenders in immediately available Dollars, the aggregate amount of any additional interest and other fees that would have accrued if each of the financial statements delivered that included any portion of the Restatement Period (or any period prior to the Restatement Period with respect to which the financial statements have been restated) been correct when initially delivered. This Limited Waiver (a) is limited and does not relate to (i) any other covenant or provision of the Credit Agreement or any other Credit Document, and (ii) any period other than the Restatement Periods (and any period prior to the Restatement Period with respect to which the financial statements have been restated), and (b) shall automatically terminate and be of no further force or effect if (i) there exists any other Default or Event of Default or (ii) the Borrower fails to comply with any of the terms of Section 3 below. (c) Subject to the terms of this Limited Waiver, including, without limitation, compliance by the Borrower with each of the terms of Section 3 below, the Required Lenders hereby agree to waive the requirement in the calculation of the Fixed Charge Coverage Ratio to reduce EBITDA by Restricted Payments made during the period commencing April 1, 2013 and ending on the date hereof (the "RP Waiver Period"), but only to the extent that the aggregate amount of such Restricted Payments made during the RP Waiver Period do not exceed $40,000,000 (such two-fiscal quarter limited waiver of the reduction of EBITDA by Restricted Payments, the "Limited RP Exception"). Notwithstanding anything in Credit Agreement to the contrary, the Limited RP Exception will apply to any calculation made during the term of the Credit Agreement that includes all or any portion of the RP Waiver Period. This Limited Waiver (a) is limited and does not relate to (i) any other covenant or provision of the Credit Agreement or any other View More