Common use of Acknowledgments and Agreements Clause in Contracts

Acknowledgments and Agreements. (a) The Company expressly acknowledges and agrees that the Secured Party's willingness to enter into this Agreement shall not be construed as a waiver of any power or right of the Secured Party to enforce the obligations of the Company under the Guarantee. The Company expressly acknowledges and agrees that the Secured Party is entitled to exercise all remedies available to it under the Guarantee or by statute or by rule of law in connection with the enforcement of the Guarantee. In no event shall the execution, delivery and performance of this Agreement by the Company be deemed to be satisfaction of the obligations of the Company under the Guarantee; provided, however, that any proceeds resulting from the sale of the Pledged Shares pursuant hereto shall be applied by the Secured Party to reduce the outstanding amount due and payable under the Guarantee. (b) The Company expressly acknowledges and agrees that this Agreement shall not affect in any manner whatsoever the rights and remedies available to the Secured Party with respect to the Service Contracts, including, without limitation, the Secured Party's right to terminate the services provided under the Service Contracts due to Global Freeway's failure to make the payments required thereunder. (c) Each of the Company and the Pledgor expressly waives any right it may have to obtain from any court any injunctive relief, including, without limitation, any temporary restraining order or preliminary injunction, against the Secured Party, the Agent or any third party in connection with the exercise by the Secured Party of any of its rights under this Agreement. (d) The Company agrees to prepare and deliver at its own expense, and to reimburse the Agent and the Secured Party, as applicable, for all expenses incurred by such party in connection with, any filings required under the rules and regulations of the Securities and Exchange Commission in connection with the pledge of the Pledged Shares to the Agent hereunder. (e) The Company agrees to reimburse the Agent and the Secured Party for any and all filing fees and other expenses incurred by such parties in connection with any Hart-Xxxxx-Xxxxxx xxxing that may be required in connection with the transactions contemplated hereunder. (f) The Board of Directors of the Company has approved the terms of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the exercise of remedies hereunder, and such approval constitutes approval of this Agreement and the transactions contemplated hereby under the provisions of Section 203 of the Delaware General Corporation Law.

Acknowledgments and Agreements. In connection with all aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (a) The Company expressly acknowledges the Facility and agrees that any related arranging or other services described in this letter is an arm’s-length commercial transaction between you and your affiliates, on the Secured Party's willingness to enter into this Agreement shall not be construed as a waiver one hand, and UB and Natixis, on the other hand, and you are capable of any power or right evaluating and understanding and understand and accept the terms, risks and conditions of the Secured Party to enforce the obligations of the Company under the Guarantee. The Company expressly acknowledges and agrees that the Secured Party is entitled to exercise all remedies available to it under the Guarantee or transactions contemplated by statute or by rule of law this letter; (b) in connection with the enforcement process leading to such transaction, each of UB and Natixis is and has been acting solely as a principal and neither UB nor Natixis has been acting as a financial advisor, agent or fiduciary, for you or any of your affiliates, stockholders, creditors or employees or any other party; (c) neither UB nor Natixis has assumed nor will either such party assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the Guarantee. In no event shall transactions contemplated hereby or the execution, delivery process leading thereto (irrespective of whether UB or Natixis has advised or is currently advising you or your affiliates on other matters) and performance of this Agreement by the Company be deemed neither UB nor Natixis has any obligation to be satisfaction of the obligations of the Company under the Guarantee; provided, however, that any proceeds resulting from the sale of the Pledged Shares pursuant hereto shall be applied by the Secured Party to reduce the outstanding amount due and payable under the Guarantee. (b) The Company expressly acknowledges and agrees that this Agreement shall not affect in any manner whatsoever the rights and remedies available to the Secured Party you or your affiliates with respect to the Service Contractstransactions contemplated hereby except those obligations expressly set forth in this letter; (d) UB, Natixis and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and your affiliates and neither UB nor Natixis has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) neither UB nor Natixis has provided any legal, accounting, engineering, regulatory or tax advice with respect to any of the transactions contemplated hereby and you have consulted your own legal, accounting, engineering, regulatory and tax advisors to the extent you have deemed appropriate. You hereby waive and release, to the fullest extent permitted by law, any claims that you may have against UB, Natixis and their respective affiliates with respect to any breach or alleged breach of agency or fiduciary duty. Expenses: By executing this Commitment Letter, the Company agrees to reimburse UB and Natixis from time to time on demand for all reasonable third party fees and expenses of UB and of Natixis incurred in connection with, or otherwise related to, the Facility (including, without limitation, (a) all reasonable fees and expenses of outside counsel, (b) service and other fees for “DebtX” or other electronic communication or data link services in connection with the Secured Party's right to terminate the services provided under the Service Contracts due to Global Freeway's failure to make the payments required thereunder. syndication process, (c) Each service and other “Intralinks” fees for the periodic distribution of compliance and financial information to the Company syndicate, and the Pledgor expressly waives any right it may have (d) all other reasonable professional fees and expenses relating to obtain from any court any injunctive relief, due diligence (including, without limitation, any temporary restraining order or preliminary injunctioncollateral review, against the Secured Partyasset appraisals and fees related to engaging outside counsel for due diligence purposes) and preparation of this Commitment Letter, the Agent Existing Commitment Letter, the Fee Letter, the other Credit Documents, or any third party in connection with the exercise by the Secured Party of any of its rights under this Agreement. (d) The Company agrees to prepare and deliver at its own expense, and to reimburse the Agent and the Secured Party, as applicable, for all expenses incurred by such party otherwise in connection with, any filings required under the rules and regulations of the Securities and Exchange Commission in connection with the pledge of the Pledged Shares to the Agent hereunder. (e) The Company agrees to reimburse the Agent and the Secured Party for any and all filing fees and other expenses incurred by such parties in connection with any Hart-Xxxxx-Xxxxxx xxxing that may be required in connection with the transactions contemplated hereunder. (f) The Board of Directors of the Company has approved the terms of this Agreement and the consummation of the transactions contemplated hereby, including, without limitationor related to, the exercise of remedies hereunder, and such approval constitutes approval of this Agreement and the transactions contemplated hereby under the provisions of Section 203 of the Delaware General Corporation LawFacility).

Acknowledgments and Agreements. (a) The Company expressly Each Obligor hereby acknowledges that (i) on the date hereof all outstanding Obligations are payable in accordance with their terms and agrees that each Obligor waives any defense, offset, counterclaim or recoupment with respect thereto, and (ii) on the Secured Party's willingness to enter into this Agreement shall not be construed as a waiver of any power or right date hereof the aggregate outstanding principal amount of the Secured Party to enforce the obligations Obligations (including all Letter of the Company under the Guarantee. The Company expressly acknowledges and agrees that the Secured Party Credit Outstandings) is entitled to exercise all remedies available to it under the Guarantee or by statute or by rule of law in connection with the enforcement of the Guarantee. In no event shall the execution, delivery and performance of this Agreement by the Company be deemed to be satisfaction of the obligations of the Company under the Guarantee; provided, however, that any proceeds resulting from the sale of the Pledged Shares pursuant hereto shall be applied by the Secured Party to reduce the outstanding amount due and payable under the Guarantee$135,000,000. (b) The Company expressly acknowledges descriptions herein of the Designated Defaults are based upon the information provided to the Lenders on or prior to the date hereof and agrees that this Agreement shall not affect be deemed to exclude the existence of any other Defaults or Events of Default. The failure of the Lenders to give notice to the Borrowers or the Guarantors of any such other Defaults or Events of Default is not intended to be nor shall be a waiver thereof. Each Obligor hereby agrees and acknowledges that the Secured Parties require and will require strict performance by Obligors of all of their respective obligations, agreements and covenants contained in the Credit Agreement and the other Loan Documents (including any action or circumstance which is prohibited or limited during the existence of a Default or Event of Default), and no inaction or action by any Secured Party regarding any Default or Event of Default (including but not limited to the Designated Defaults) is intended to be or shall be a waiver thereof. Each Obligor hereby also agrees and acknowledges that no course of dealing and no delay in exercising any right, power, or remedy conferred to any Secured Party in the Credit Agreement or in any manner whatsoever the rights and remedies available to the Secured Party with respect to the Service Contractsother Loan Documents or now or hereafter existing at law, includingin equity, without limitationby statute, or otherwise shall operate as a waiver of or otherwise prejudice any such right, power, or remedy (collectively, the Secured Party's right to terminate the services provided under the Service Contracts due to Global Freeway's failure to make the payments required thereunder"Lender Rights"). (c) Each For the avoidance of doubt, each Obligor hereby also agrees and acknowledges that the consent provided under Section 2 and the forbearance provided under Section 3 above shall not operate as a waiver of or otherwise prejudice any of the Company Lender Rights as to the Designated Defaults or otherwise other than as expressly provided in Section 3. The Administrative Agent, the Issuer, the Swing Line Lender and the Pledgor Lenders hereby expressly waives reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement and no past or future discussions with any right it may have to obtain from any court any injunctive relief, including, without limitation, any temporary restraining order or preliminary injunction, against the Secured Party, the Agent or any third party in connection with the exercise by the Secured Party shall (i) establish a custom or course of dealing with respect to any of the Loan Documents, (ii) constitute a waiver or relinquishment of any Default or Event of Default under any of the Loan Documents, (ii) constitute a waiver or relinquishment of any of its the agreements, terms or conditions contained in any of the Loan Documents other than the consent to the Disposition of the Subject Assets as expressly provided herein, (iii) constitute a waiver or relinquishment of any rights or remedies of the Administrative Agent, the Issuer, the Swing Line Lender or any Lender with respect to the Loan Documents, or (iv) constitute a waiver or relinquishment of the rights of the Administrative Agent, the Issuer, the Swing Line Lender or any Lender to collect the full amounts owing to them under the Loan Documents, including the amounts agreed to be paid by the Borrowers under clause (f) below. (d) Each Borrower, each Guarantor, Administrative Agent, the Swing Line Lender, the Issuer and each Lender does hereby adopt, ratify, and confirm the Credit Agreement, and acknowledges and agrees that the Credit Agreement is and remains in full force and effect, and the Borrowers and Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, the Loan Documents, and the Guaranties, are not impaired in any respect by this Agreement. (de) The Company agrees to prepare and deliver at its own expenseThis Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and to reimburse the Agent and the Secured Partycovenants under this Agreement shall be a Default or Event of Default, as applicable, for all expenses incurred by such party in connection with, any filings required under the rules and regulations of the Securities and Exchange Commission in connection with the pledge of the Pledged Shares to the Agent hereunder. (e) The Company agrees to reimburse the Agent and the Secured Party for any and all filing fees and other expenses incurred by such parties in connection with any Hart-Xxxxx-Xxxxxx xxxing that may be required in connection with the transactions contemplated hereunderCredit Agreement. (f) The Board of Directors of the Company has approved the terms of Borrowers hereby agree to pay to each Lender executing this Agreement and delivering a facsimile, e-mail or original of its signature page hereof to the consummation Administrative Agent (or its counsel) on or prior to 12:30 pm Houston, Texas time on June 14, 2013, a forbearance fee equal to 0.125% times such Lender's pro rata share of the transactions contemplated hereby$135,000,000 Borrowing Base in effect under the Credit Agreement on the date hereof. Such forbearance fee (i) is payable in U.S. dollars in immediately available funds, includingfree and clear of, and without limitationdeduction for, any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes), (ii) is not refundable under any circumstances, (iii) will not be subject to counterclaim setoff or otherwise affected, (iv) is deemed fully earned by each Lender once its signature page is delivered as provided above, and (v) is due and payable on the Effective Date. (g) The Borrowers hereby acknowledge that (i) as provided in Section 3.2.2 of the Credit Agreement and effective as of March 31, 2013, all Obligations are accruing interest at, and will continue to accrue at, the exercise Default Rate so long as any Event of remedies hereunderDefault is continuing, (ii) as provided in Section 2.3.2 of the Credit Agreement, no outstanding Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing, and such approval constitutes approval (iii) no Lender or Issuer has any obligation to make additional Extension of this Agreement and the transactions contemplated hereby Credit under the provisions Credit Agreement until the Designated Defaults and all other Events of Section 203 Default, if any, have been waived in writing by the Majority Lenders (it being understood that none of the Delaware General Corporation LawLenders are obligated to grant any such waiver) and such other conditions as required under the Credit Agreement have been met.

Acknowledgments and Agreements. (a) The Company expressly acknowledges and agrees that the Secured Party's willingness to enter into this Agreement shall not be construed as a waiver of any power or right of the Secured Party to enforce the obligations Neither of the Company under Shareholders is a “U.S. Person” as defined by Regulation S and is not acquiring the GuaranteeExchange Shares for the account or benefit of a U.S. Person. The Company expressly acknowledges and agrees that the Secured Party is entitled to exercise all remedies available to it under the Guarantee or by statute or by rule of law in connection with the enforcement of the Guarantee. In no event shall the execution, delivery and performance of this Agreement by the Company be deemed to be satisfaction of the obligations Neither of the Company under Shareholders was in the Guarantee; provided, however, that any proceeds resulting from United States at the sale of time the Pledged offer to purchase the Exchange Shares pursuant hereto shall be applied by was received and was not in the Secured Party United States at the time the decision to reduce the outstanding amount due and payable under the Guarantee. (b) The Company expressly acknowledges and agrees that this Agreement shall not affect in any manner whatsoever the rights and remedies available to the Secured Party with respect to the Service Contracts, including, without limitation, the Secured Party's right to terminate the services provided under the Service Contracts due to Global Freeway's failure to make the payments required thereunder. (c) invest was made. Each of the Company and Shareholders acknowledges that the Pledgor expressly waives any right it may have to obtain from any court any injunctive relief, including, without limitation, any temporary restraining order or preliminary injunction, against Exchange Shares are “restricted securities” within the Secured Party, the Agent or any third party in connection with the exercise by the Secured Party of any of its rights under this Agreement. (d) The Company agrees to prepare and deliver at its own expense, and to reimburse the Agent and the Secured Party, as applicable, for all expenses incurred by such party in connection with, any filings required under the rules and regulations meaning of the Securities Act and Exchange Commission in connection with the pledge of the Pledged Shares will be issued to the Agent hereunder. (e) The Company agrees to reimburse the Agent and the Secured Party for any and all filing fees and other expenses incurred by such parties Subscriber in connection accordance with any Hart-Xxxxx-Xxxxxx xxxing that may be required in connection with the transactions contemplated hereunder. (f) The Board of Directors Regulation S. Each of the Company has approved Shareholders agrees not to engage in hedging transactions with regard to the terms of this Agreement and Exchange Shares unless in compliance with the consummation Securities Act. Each of the transactions contemplated hereby, including, without limitation, Company Shareholders agrees that the exercise Acquiror Company will refuse to register any transfer of remedies hereunder, and such approval constitutes approval of this Agreement and the transactions contemplated hereby under Exchange Shares not made in accordance with the provisions of Section 203 Regulation S, pursuant to registration under the Securities Act, pursuant to an available exemption from registration, or pursuant to this Agreement. Each of the Delaware General Corporation LawCompany Shareholders agrees to resell the Exchange Shares only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act. The Company Shareholders understand that the Exchange Shares are being offered and sold to them in reliance upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Company Shareholders set forth in this Agreement, in order that the Acquiror Company may determine the applicability and availability of the exemptions from registration of the Exchange Shares on which the Acquiror Company is relying.

Acknowledgments and Agreements. (a) The Company expressly Each Credit Party acknowledges that on the date hereof (i) all outstanding Obligations are payable in accordance with their terms and each Credit Party waives any defense, offset, counterclaim or recoupment, in each case existing on the date hereof, with respect to such Obligations and (ii) the aggregate outstanding principal amount of the Obligations (including all Letter of Credit Obligations) is $20,072,882.40. Each Credit Party, Administrative Agent, Issuing Lender and each other party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Secured Party's willingness to enter into this Agreement shall not be construed Credit Agreement, as a waiver of any power or right of the Secured amended hereby, is and remains in full force and effect, and each Credit Party to enforce the obligations of the Company under the Guarantee. The Company expressly acknowledges and agrees that the Secured Party is entitled to exercise all remedies available to it its respective liabilities and obligations under the Guarantee or Credit Agreement, as amended hereby, and the Guaranty are not impaired in any respect by statute or by rule of law in connection with the enforcement of the Guarantee. In no event shall the execution, delivery and performance of this Agreement by the Company be deemed to be satisfaction of the obligations of the Company under the Guarantee; provided, however, that any proceeds resulting from the sale of the Pledged Shares pursuant hereto shall be applied by the Secured Party to reduce the outstanding amount due and payable under the GuaranteeAgreement. (b) The Company expressly acknowledges descriptions herein of the Designated Events of Default are based upon the information provided to the Lenders on or prior to the date hereof and agrees that this Agreement shall not affect be deemed to exclude the existence of any other Defaults or Events of Default. The failure of the Lenders to give notice to any Credit Party of any such other Defaults or Events of Default is not intended to be nor shall be a waiver thereof. Each Credit Party hereby agrees and acknowledges that the Secured Parties require and will require strict performance by the Credit Parties of all of their respective obligations, agreements and covenants contained in the Credit Agreement, as amended hereby, and the other Credit Documents (including any action or circumstance which is prohibited or limited during the existence of a Default or Event of Default), and no inaction or action by any Secured Party regarding any Default or Event of Default (including but not limited to the Designated Events of Default) is intended to be or shall be a waiver thereof. Each Credit Party hereby also agrees and acknowledges that no course of dealing and no delay in exercising any right, power, or remedy conferred to any Secured Party in the Credit Agreement or in any manner whatsoever the rights and remedies available to the Secured Party with respect to the Service Contractsother Credit Documents or now or hereafter existing at law, includingin equity, without limitationby statute, or otherwise shall operate as a waiver of or otherwise prejudice any such right, power, or remedy (collectively, the Secured Party's right to terminate the services provided under the Service Contracts due to Global Freeway's failure to make the payments required thereunder"Lender Rights"). (c) Each For the avoidance of doubt, each Credit Party hereby also agrees and acknowledges that the forbearance provided under Section 2 above shall not operate as a waiver of or otherwise prejudice any of the Company rights and remedies of the Administrative Agent and the Pledgor Lenders as to the Designated Events of Default or otherwise other than as expressly waives provided in Section 2. The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Credit Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any right it may have to obtain from Default or Event of Default under any court of the Credit Documents, (ii) any injunctive reliefof the agreements, includingterms or conditions contained in any of the Credit Documents, without limitation, (iii) any temporary restraining order rights or preliminary injunction, against remedies of the Secured Party, the Administrative Agent or any third party in connection Lender with respect to the exercise by Credit Documents, or (iv) the Secured Party rights of the Administrative Agent or any of its rights Lender to collect the full amounts owing to them under this Agreementthe Credit Documents. (d) The Company agrees From and after the Effective Date, all references to prepare the Credit Agreement and deliver at its own expensethe Credit Documents shall mean the Credit Agreement and such Credit Documents as amended by this Agreement. This Agreement is a Credit Document for the purposes of the provisions of the other Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and to reimburse the Agent and the Secured Partycovenants under this Agreement shall be a Default or Event of Default, as applicable, for all expenses incurred by such party in connection with, any filings required under the rules and regulations of the Securities and Exchange Commission in connection with the pledge of the Pledged Shares to the Agent hereunderCredit Agreement. (e) The Company Borrower and each other party hereto hereby acknowledges and agrees to reimburse the Agent and the Secured Party for any and all filing fees and other expenses incurred by such parties in connection with any Hart-Xxxxx-Xxxxxx xxxing that Advances may not be required in connection with the transactions contemplated hereundercontinued as, or be converted into, Eurodollar Advances. (f) The Board Borrower hereby further acknowledges that, as provided in the Credit Agreement, the Swing Line facility provided therein is discretionary and that the Swing Line Lender has no obligation to make any Swing Line Advances and Swing Line Lender does not currently intend to make any Swing Line Advances. The Borrower hereby further acknowledges that such notice of Directors of intent is not required by the Company has approved the terms of this Credit Agreement and the consummation no course of the transactions contemplated dealing shall be established hereby, including, without limitation, the exercise of remedies hereunder, and such approval constitutes approval of this Agreement and the transactions contemplated hereby under the provisions of Section 203 of the Delaware General Corporation Law.

Acknowledgments and Agreements. So long as the Payment in Full of Loan Document Priority Debt has not occurred, the parties hereto agree that neither Borrower, any Guarantor, nor any Excluded Subsidiary shall grant or permit any Liens on any assets of any Borrower or Guarantor other than the assets of Borrower and the AX Xxxxxxx Equity Interests to secure any Txxxxxx Debt without the express written consent of Agent. Each of Agent and Txxxxxx agrees that it will not (and hereby waives any right to), directly or indirectly, contest, or support any other person in contesting, in any proceeding (including any Insolvency Proceeding), (a) The Company expressly acknowledges and agrees the extent, validity, attachment, perfection, priority, or enforceability of a Lien held by or on behalf of any Loan Document Claimholder in any asset of Borrower or any Guarantor (or the extent, validity, allowability, or enforceability of any Loan Document Debt secured thereby or purported to be secured thereby) or by or on behalf of Txxxxxx in the Collateral (or the extent, validity, allowability, or enforceability of any Txxxxxx Debt secured thereby or purported to be secured thereby), as the case may be, or the provisions of this Agreement; provided, that the Secured Party's willingness to enter into nothing in this Agreement shall not be construed as a waiver to prevent or impair the rights of Agent, any power other Loan Document Claimholder, or right of the Secured Party Txxxxxx to enforce the obligations of the Company under the Guarantee. The Company expressly acknowledges and agrees that the Secured Party is entitled to exercise all remedies available to it under the Guarantee or by statute or by rule of law in connection with the enforcement of the Guarantee. In no event shall the execution, delivery and performance of this Agreement by the Company be deemed to be satisfaction of the obligations of the Company under the Guarantee; provided, however, that any proceeds resulting from the sale of the Pledged Shares pursuant hereto shall be applied by the Secured Party to reduce the outstanding amount due and payable under the Guarantee. (b) The Company expressly acknowledges and agrees that this Agreement shall not affect in any manner whatsoever the rights and remedies available to the Secured Party with respect to the Service Contracts, including, without limitation, the Secured Party's right to terminate the services provided under the Service Contracts due to Global Freeway's failure to make the payments required thereunder. (c) Each of the Company and the Pledgor expressly waives any right it may have to obtain from any court any injunctive relief, including, without limitation, any temporary restraining order or preliminary injunction, against the Secured Party, the Agent or any third party in connection with the exercise by the Secured Party of any of its rights under this Agreement. (d) The Company agrees to prepare and deliver at its own expense, and to reimburse the Agent and the Secured Party, as applicable, for all expenses incurred by such party in connection with, any filings required under the rules and regulations of the Securities and Exchange Commission in connection with the pledge of the Pledged Shares to the Agent hereunder. (e) The Company agrees to reimburse the Agent and the Secured Party for any and all filing fees and other expenses incurred by such parties in connection with any Hart-Xxxxx-Xxxxxx xxxing that may be required in connection with the transactions contemplated hereunder. (f) The Board of Directors of the Company has approved the terms of this Agreement and Agreement, including the consummation of the transactions contemplated hereby, including, without limitation, the exercise of remedies hereunder, and such approval constitutes approval provisions of this Agreement relating to the priority of the Liens securing the Txxxxxx Debt and the transactions contemplated hereby under the provisions of Section 203 of the Delaware General Corporation LawLoan Document Debt.

Acknowledgments and Agreements. (a) The Company expressly Each Credit Party acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms and agrees that the Secured Party's willingness to enter into this Agreement shall not be construed as a waiver of each Credit Party waives any power defense, offset, counterclaim or right of the Secured Party to enforce the obligations of the Company under the Guarantee. The Company expressly acknowledges and agrees that the Secured Party is entitled to exercise all remedies available to it under the Guarantee or by statute or by rule of law in connection recoupment with the enforcement of the Guarantee. In no event shall the execution, delivery and performance of this Agreement by the Company be deemed to be satisfaction of the obligations of the Company under the Guarantee; provided, however, that any proceeds resulting from the sale of the Pledged Shares pursuant hereto shall be applied by the Secured Party to reduce the outstanding amount due and payable under the Guaranteerespect thereto. (b) The Company description herein of the Potential Default is based upon the information provided to the Lenders on or prior to the date hereof and shall not be deemed to exclude the existence of any other Defaults or Events of Default. The failure of the Lenders to give notice to any Credit Party of any such other Defaults or Events of Default is not intended to be nor shall be a waiver thereof. Each Credit Party hereby agrees and acknowledges that the Lender Parties require and will require strict performance by the Credit Parties of all of their respective obligations, agreements and covenants contained in the Credit Agreement and the other Credit Documents (including any action or circumstance which is prohibited or limited during the existence of a Default or Event of Default), and no inaction or action by any Lender Party regarding any Default or Event of Default (including but not limited to the Potential Default) is intended to be or shall be a waiver thereof (other than the temporary waiver thereof expressly provided in Section 2 above). Each Credit Party hereby also agrees and acknowledges that no course of dealing and agrees that no delay in exercising any right, power, or remedy conferred to any Lender Party in the Credit Agreement or in any other Credit Documents or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of or otherwise prejudice any such right, power, or remedy. (c) The Lender Parties hereby expressly reserve all of their respective rights, remedies, and claims under the Credit Documents. Except as expressly provided in this Agreement, nothing in this Agreement shall not affect in constitute a waiver or relinquishment of (i) any manner whatsoever the rights and remedies available to the Secured Party with respect to the Service Contracts, Default or Event of Default (including, without limitation, the Secured Party's right Potential Default) under any of the Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) any rights or remedies of any Lender Party with respect to terminate the services provided Credit Documents, or (iv) the rights of any Lender Party to collect the full amounts owing to them under the Service Contracts due to Global Freeway's failure to make the payments required thereunderCredit Documents. (cd) Each of party hereto hereby adopts, ratifies, and confirms the Company Credit Agreement and acknowledges and agrees that the Credit Agreement is and remains in full force and effect, and the Pledgor expressly waives any right it may have to obtain from any court any injunctive relief, including, without limitation, any temporary restraining order or preliminary injunction, against Borrower and Guarantors acknowledge and agree that their respective liabilities and obligations under the Secured PartyCredit Agreement, the Agent or other Credit Documents, and the Guaranty Agreements, are not impaired in any third party in connection with the exercise respect by the Secured Party of any of its rights under this Agreement. (de) The Company agrees to prepare and deliver at its own expenseThis Agreement is a Credit Document for the purposes of the provisions of the other Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and to reimburse the Agent and the Secured Partycovenants under this Agreement shall be a Default or Event of Default, as applicable, for all expenses incurred by such party in connection with, any filings required under the rules and regulations of the Securities and Exchange Commission in connection with the pledge of the Pledged Shares to the Agent hereunderCredit Agreement. (e) The Company agrees to reimburse the Agent and the Secured Party for any and all filing fees and other expenses incurred by such parties in connection with any Hart-Xxxxx-Xxxxxx xxxing that may be required in connection with the transactions contemplated hereunder. (f) The Board of Directors of the Company has approved the terms of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the exercise of remedies hereunder, and such approval constitutes approval of this Agreement and the transactions contemplated hereby under the provisions of Section 203 of the Delaware General Corporation Law.

Acknowledgments and Agreements. (a) The Company expressly Seller hereby acknowledges, agrees and covenants that, for a period of five (5) years following the Closing, the Seller and each of its Affiliates will keep confidential, will hold for the sole benefit of Purchaser and its Affiliates, and will not use except on behalf of Purchaser and its Affiliates, all Purchaser Confidential Information, which the Seller acknowledges is, or shall be, proprietary to Purchaser and agrees that the Secured Party's willingness to enter into this Agreement shall not be construed as a waiver of any power or right of the Secured Party to enforce the obligations of the Company under the Guarantee. The Company expressly acknowledges and agrees that the Secured Party is entitled to exercise all remedies available to it under the Guarantee or by statute or by rule of law in connection with the enforcement of the Guarantee. In no event shall the execution, delivery and performance of this Agreement by the Company be deemed to be satisfaction of the obligations of the Company under the Guaranteeits Affiliates; provided, however, that any proceeds resulting from Purchaser Confidential Information that is also considered a trade secret under applicable Law shall not be disclosed by the sale Seller or any of its Affiliates as long as such information remains a trade secret and is not generally known or available to the public other than as a result of unauthorized or unlawful disclosure directly or indirectly by such Person. The Seller agrees that upon request it shall, at the Seller's discretion, return to the Company or destroy all Purchaser Confidential Information in whatever form such information is in the possession of the Pledged Shares Seller or under the Seller's control; provided, however, such return or destruction shall not extend to Purchaser Confidential Information on back-up servers that are not accessible in the ordinary course of business, and of Information required to be retained pursuant hereto to Law; provided, further, that in each case, the Seller and its Affiliates shall be applied required to abide by its obligations regarding such Purchaser Confidential Information contained in this Section 9.2(a). Notwithstanding the Secured Party foregoing, the obligations of confidentiality, nondisclosure and non-use with respect to reduce Purchaser Confidential Information required by this Section 9.2 shall not apply to any Purchaser Confidential Information required to be disclosed in a judicial or administrative Legal Proceeding, or is otherwise required to be disclosed by Law, in any such case only after giving Purchaser as much advance notice of the outstanding amount due and payable under possibility of such disclosure as practical so that Purchaser may attempt to stop such disclosure or obtain a protective order concerning such disclosure (in which case the GuaranteeSeller shall cooperate with Purchaser at Purchaser's expense in such attempts). (b) The Company expressly acknowledges At the Closing, the Confidentiality Agreement, dated March 31, 2016, between the Seller and agrees that this Agreement Purchaser (the "Confidentiality Agreement") shall not affect in any manner whatsoever the rights and remedies available to the Secured Party terminate solely with respect to the Service Contracts, including, without limitation, the Secured Party's right to terminate the services provided under the Service Contracts due to Global Freeway's failure to make the payments required thereunder. (c) Each that portion of the Company and Information (as defined in the Pledgor expressly waives any right it may have to obtain from any court any injunctive relief, including, without limitation, any temporary restraining order or preliminary injunction, against Confidentiality Agreement) that is included in the Secured Party, the Agent or any third party Contributed Assets in connection accordance with the exercise by the Secured Party of any of its rights under this Agreement. (d) The Company agrees to prepare and deliver at its own expenseterms set forth therein, and Purchaser's confidentiality obligations thereunder will continue in full force and effect with respect to reimburse the Agent (and the Secured Party, as applicable, for all expenses incurred by such party in connection with, any filings required under the rules and regulations only with respect to) that portion of the Securities and Exchange Commission Information that is not included in connection with the pledge Contributed Assets; provided, that nothing contained herein or in the Confidentiality Agreement will prohibit Purchaser or its Affiliates from disclosing any information to the extent required to be disclosed in a judicial or administrative Legal Proceeding, or is otherwise required to be disclosed by Law, in any such case only after giving Seller as much advance notice of the Pledged Shares possibility of such disclosure as practical so that Seller may attempt to stop such disclosure or obtain a protective order concerning such disclosure (in which case the Agent hereunderPurchaser shall cooperate with Seller at Seller's expense in such attempts). (e) The Company agrees to reimburse the Agent and the Secured Party for any and all filing fees and other expenses incurred by such parties in connection with any Hart-Xxxxx-Xxxxxx xxxing that may be required in connection with the transactions contemplated hereunder. (f) The Board of Directors of the Company has approved the terms of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the exercise of remedies hereunder, and such approval constitutes approval of this Agreement and the transactions contemplated hereby under the provisions of Section 203 of the Delaware General Corporation Law.

Acknowledgments and Agreements. (a) The Company expressly acknowledges For purposes of this Section 9.2(a), “Purchaser Confidential Information” shall mean all Confidential Information concerning the business affairs of Purchaser, including, without limitation, the Business, the Acquired Assets and Assumed Liabilities, and shall include such information as it relates to any Affiliate of Purchaser. Seller hereby acknowledges, agrees and covenants that until the Secured Party's willingness to enter into this Agreement shall date that is five years after the Closing Date, it and its Affiliates will keep confidential, will hold for the sole benefit of the Purchaser and will not be construed as a waiver use except on behalf of the Purchaser or in furtherance of its performance of any power of Seller Documents, all Purchaser Confidential Information, which Seller acknowledges is, or right of shall be, proprietary to the Secured Party to enforce the obligations of the Company under the Guarantee. The Company expressly acknowledges and agrees that the Secured Party is entitled to exercise all remedies available to it under the Guarantee or by statute or by rule of law in connection with the enforcement of the Guarantee. In no event shall the execution, delivery and performance of this Agreement by the Company be deemed to be satisfaction of the obligations of the Company under the GuaranteePurchaser; provided, however, that any proceeds resulting from the sale of the Pledged Shares pursuant hereto shall be applied by the Secured Party to reduce the outstanding amount due and payable Purchaser Confidential Information that is also considered a trade secret under the Guarantee. (b) The Company expressly acknowledges and agrees that this Agreement applicable Law, shall not affect in any manner whatsoever the rights be disclosed by such Person as long as such information remains a trade secret and remedies is not generally known or available to the Secured Party public other than as a result of unauthorized or unlawful disclosure directly or indirectly by such Person. Seller agrees that upon request it shall forthwith return to Purchaser, or destroy to the satisfaction of Purchaser, all Purchaser Confidential Information in whatever form such information is in the possession of Seller or under Seller’s control, except to the extent Seller is required by Law to retain such information. Notwithstanding the foregoing, the obligations of confidentiality, nondisclosure and non-use with respect to the Service ContractsPurchaser Confidential Information required by this Section 9.2 shall not apply to any Purchaser Confidential Information required to be disclosed in a judicial or administrative Legal Proceeding, includingor is otherwise required to be disclosed by Law, without limitation, the Secured Party's right to terminate the services provided under the Service Contracts due to Global Freeway's failure to make the payments required thereunder. (c) Each in any such case only after giving Purchaser as much advance notice of the Company and the Pledgor expressly waives any right it possibility of such disclosure as practical so that Purchaser may have attempt to stop such disclosure or obtain from any court any injunctive relief, including, without limitation, any temporary restraining a protective order or preliminary injunction, against the Secured Party, the Agent or any third party concerning such disclosure (in connection which case Seller shall cooperate with the exercise by the Secured Party of any of its rights under this AgreementPurchaser at Purchaser’s expense in such attempts). (d) The Company agrees to prepare and deliver at its own expense, and to reimburse the Agent and the Secured Party, as applicable, for all expenses incurred by such party in connection with, any filings required under the rules and regulations of the Securities and Exchange Commission in connection with the pledge of the Pledged Shares to the Agent hereunder. (e) The Company agrees to reimburse the Agent and the Secured Party for any and all filing fees and other expenses incurred by such parties in connection with any Hart-Xxxxx-Xxxxxx xxxing that may be required in connection with the transactions contemplated hereunder. (f) The Board of Directors of the Company has approved the terms of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the exercise of remedies hereunder, and such approval constitutes approval of this Agreement and the transactions contemplated hereby under the provisions of Section 203 of the Delaware General Corporation Law.

Acknowledgments and Agreements. (a) The Company expressly Txxxxxx acknowledges and agrees that the Secured Party's willingness provisions of Section 2.1 apply solely to enter into the Liens of Agent in the Collateral and do not apply to the Liens of Agent on any other assets of any Borrower or any Guarantor other than AX Xxxxxxx. So long as the Payment in Full of Loan Document Debt has not occurred, the parties hereto agree that no Borrower, Guarantor, Excluded Subsidiary, or Immaterial Subsidiary shall grant or permit any Liens on any assets of any Borrower or Guarantor other than the Collateral to secure any Txxxxxx Debt without the express written consent of Agent. Each of Agent and Txxxxxx agrees that it will not (and hereby waives any right to), directly or indirectly, contest, or support any other person in contesting, in any proceeding (including any Insolvency Proceeding), (a) the extent, validity, attachment, perfection, priority, or enforceability of a Lien held by or on behalf of any Loan Document Claimholder in any asset of any Borrower or Guarantor (or the extent, validity, allowability, or enforceability of any Loan Document Debt secured thereby or purported to be secured thereby) or by or on behalf of Txxxxxx in the Collateral (or the extent, validity, allowability, or enforceability of any Txxxxxx Debt secured thereby or purported to be secured thereby), as the case may be, or the provisions of this Agreement; provided, that nothing in this Agreement shall not be construed as a waiver to prevent or impair the rights of Agent, any power other Loan Document Claimholder, or right of the Secured Party Txxxxxx to enforce the obligations of the Company under the Guarantee. The Company expressly acknowledges and agrees that the Secured Party is entitled to exercise all remedies available to it under the Guarantee or by statute or by rule of law in connection with the enforcement of the Guarantee. In no event shall the execution, delivery and performance of this Agreement by the Company be deemed to be satisfaction of the obligations of the Company under the Guarantee; provided, however, that any proceeds resulting from the sale of the Pledged Shares pursuant hereto shall be applied by the Secured Party to reduce the outstanding amount due and payable under the Guarantee. (b) The Company expressly acknowledges and agrees that this Agreement shall not affect in any manner whatsoever the rights and remedies available to the Secured Party with respect to the Service Contracts, including, without limitation, the Secured Party's right to terminate the services provided under the Service Contracts due to Global Freeway's failure to make the payments required thereunder. (c) Each of the Company and the Pledgor expressly waives any right it may have to obtain from any court any injunctive relief, including, without limitation, any temporary restraining order or preliminary injunction, against the Secured Party, the Agent or any third party in connection with the exercise by the Secured Party of any of its rights under this Agreement. (d) The Company agrees to prepare and deliver at its own expense, and to reimburse the Agent and the Secured Party, as applicable, for all expenses incurred by such party in connection with, any filings required under the rules and regulations of the Securities and Exchange Commission in connection with the pledge of the Pledged Shares to the Agent hereunder. (e) The Company agrees to reimburse the Agent and the Secured Party for any and all filing fees and other expenses incurred by such parties in connection with any Hart-Xxxxx-Xxxxxx xxxing that may be required in connection with the transactions contemplated hereunder. (f) The Board of Directors of the Company has approved the terms of this Agreement and Agreement, including the consummation of the transactions contemplated hereby, including, without limitation, the exercise of remedies hereunder, and such approval constitutes approval provisions of this Agreement relating to the priority of the Liens securing the Txxxxxx Debt and the transactions contemplated hereby under the provisions of Section 203 of the Delaware General Corporation LawLoan Document Debt.

Acknowledgments and Agreements. So long as the Payment in Full of Loan Document Priority Debt has not occurred, the parties hereto agree that neither Borrower, any Guarantor, nor any Excluded Subsidiary shall grant or permit any Liens on any assets of any Borrower or Guarantor other than the assets of Borrower and the AX Xxxxxxx Equity Interests to secure any Txxxxxx Debt without the express written consent of Agent. Each of Agent and Txxxxxx agrees that it will not (and hereby waives any right to), directly or indirectly, contest, or support any other person in contesting, in any proceeding (including any Insolvency Proceeding), (a) The Company expressly acknowledges and agrees the extent, validity, attachment, perfection, priority, or enforceability of a Lien held by or on behalf of any Loan Document Claimholder in any asset of Borrower or any Guarantor (or the extent, validity, allowability, or enforceability of any Loan Document Debt secured thereby or purported to be secured thereby) or by or on behalf of Txxxxxx in the Collateral (or the extent, validity, allowability, or enforceability of any Txxxxxx Debt secured thereby or purported to be secured thereby), as the case may be, or the provisions of this Agreement; provided, that the Secured Party's willingness to enter into nothing in this Agreement shall not be construed as a waiver to prevent or impair the rights of Agent, any power other Loan Document Claimholder, or right of the Secured Party Txxxxxx to enforce the obligations terms of this Agreement, including the Company under the Guarantee. The Company expressly acknowledges and agrees that the Secured Party is entitled to exercise all remedies available to it under the Guarantee or by statute or by rule of law in connection with the enforcement of the Guarantee. In no event shall the execution, delivery and performance provisions of this Agreement by relating to the Company be deemed to be satisfaction priority of the obligations Liens securing the Txxxxxx Debt and the Loan Document Debt. For the avoidance of the Company under the Guarantee; provideddoubt, however, that and notwithstanding any proceeds resulting from the sale of the Pledged Shares pursuant hereto shall be applied by the Secured Party to reduce the outstanding amount due and payable under the Guarantee. (b) The Company expressly acknowledges and agrees that this Agreement shall not affect contrary provision in any manner whatsoever the rights and remedies available to the Secured Party Loan Document, Liens with respect to the Service ContractsCollateral securing Loan Document Debt in excess of, including, without limitationas of any date of determination, the Secured Party's right sum of (i) the Maximum Revolver Amount as of such date of determination, (ii) the amount of all interest, fees, costs, expenses, indemnities, and other amounts accrued or charged with respect to terminate such amount as and when the services provided under same accrues or becomes due and payable (including the Service Contracts same as would accrue and become due to Global Freeway's failure to make but for the payments required thereunder. commencement of an Insolvency Proceeding, whether or not such amounts are allowed or allowable, in whole or in part, in any such Insolvency Proceeding), plus (ciii) Each the amount of the Company Bank Product Obligations as of such date of determination, shall be junior and the Pledgor expressly waives subordinate in all respects to any right it may have to obtain from any court any injunctive relief, including, without limitation, any temporary restraining order or preliminary injunction, against the Secured Party, the Agent or any third party in connection Lien with the exercise by the Secured Party of any of its rights under this Agreement. (d) The Company agrees to prepare and deliver at its own expense, and to reimburse the Agent and the Secured Party, as applicable, for all expenses incurred by such party in connection with, any filings required under the rules and regulations of the Securities and Exchange Commission in connection with the pledge of the Pledged Shares respect to the Agent hereunderCollateral securing any Txxxxxx Debt. (e) The Company agrees to reimburse the Agent and the Secured Party for any and all filing fees and other expenses incurred by such parties in connection with any Hart-Xxxxx-Xxxxxx xxxing that may be required in connection with the transactions contemplated hereunder. (f) The Board of Directors of the Company has approved the terms of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the exercise of remedies hereunder, and such approval constitutes approval of this Agreement and the transactions contemplated hereby under the provisions of Section 203 of the Delaware General Corporation Law.

Acknowledgments and Agreements. The Executive understands, acknowledges and agrees as follows: (a) The (i) nothing in this Agreement confers on the Executive any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way the Executive’s right or the Company’s right to terminate the Executive’s employment, service, or consulting relationship at any time, with or without cause, and (ii) the Company expressly would not have entered into this Agreement but for these acknowledgements and agreements; (b) the shares of Common Stock that may be granted pursuant to the Stock Award have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or foreign jurisdiction and, unless such shares are subsequently so registered, they must be held indefinitely and not offered, sold, transferred or otherwise disposed of except pursuant to an exemption from the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction, and the Company has no obligation to register such shares; (c) there is no existing public or other market for the shares of Common Stock that may be granted pursuant to the Stock Award and there can be no assurance that Executive will be able to sell, transfer or otherwise dispose of such shares; (d) the shares of Common Stock that may be granted pursuant to the Stock Award will be subject to that certain Second Amended and Restated Stockholders Agreement dated March 15, 2007, by among the Company, GI Partners Fund II, L.P., GI Partners Side Fund II, L.P. and the other stockholders party thereto (the “Stockholders Agreement”), to which the Executive is a party, and the Executive further acknowledges and agrees that such shares and the Secured Party's willingness ability to enter into this Agreement shall not dispose of such shares will be construed as a waiver of any power or right of the Secured Party to enforce the obligations of the Company under the Guarantee. The Company expressly acknowledges and agrees that the Secured Party is entitled to exercise all remedies available to it under the Guarantee or by statute or by rule of law in connection with the enforcement of the Guarantee. In no event shall the execution, delivery and performance of this Agreement by the Company be deemed to be satisfaction of the obligations of the Company under the Guarantee; provided, however, that any proceeds resulting from the sale of the Pledged Shares pursuant hereto shall be applied by the Secured Party to reduce the outstanding amount due and payable under the Guarantee. (b) The Company expressly acknowledges and agrees that this Agreement shall not affect in any manner whatsoever the rights and remedies available subject to the Secured Party with respect to restrictions and other terms and conditions contained in the Service Contracts, including, without limitation, the Secured Party's right to terminate the services provided under the Service Contracts due to Global Freeway's failure to make the payments required thereunder. (c) Each of the Company and the Pledgor expressly waives any right it may have to obtain from any court any injunctive relief, including, without limitation, any temporary restraining order or preliminary injunction, against the Secured Party, the Agent or any third party in connection with the exercise by the Secured Party of any of its rights under this Stockholders Agreement. (d) The Company agrees to prepare and deliver at its own expense, and to reimburse the Agent and the Secured Party, as applicable, for all expenses incurred by such party in connection with, any filings required under the rules and regulations of the Securities and Exchange Commission in connection with the pledge of the Pledged Shares to the Agent hereunder.; and (e) The Company agrees to reimburse that the Agent and certificates representing the Secured Party for any and all filing fees and other expenses incurred by such parties in connection with any Hart-Xxxxx-Xxxxxx xxxing shares of Common Stock that may be required in connection with granted pursuant to the transactions contemplated hereunder. Stock Award will bear the following legend (for one to substantially similar effect) The Board of Directors of the Company has approved the terms of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the exercise of remedies hereunder, and such approval constitutes approval of this Agreement and other legends as may be required under applicable law or the transactions contemplated hereby under the provisions of Section 203 of the Delaware General Corporation LawStockholders Agreement: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, RIGHTS OF FIRST REFUSAL, CO-SALE RIGHTS, REQUIREMENTS OF SALE AND CERTAIN OTHER AGREEMENTS SET FORTH IN A STOCKHOLDERS AGREEMENT AMONG THE COMPANY AND CERTAIN STOCKHOLDERS THEREOF, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE BY THE HOLDER HEREOF AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY.

Acknowledgments and Agreements. (a) The Company expressly Each Credit Party acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms and agrees that each Credit Party waives any defense, offset, counterclaim or recoupment, in each case existing on the Secured Party's willingness date hereof, with respect to enter into this Agreement shall not be construed as a waiver of any power or right of the Secured Party to enforce the obligations of the Company under the Guarantee. The Company expressly acknowledges and agrees that the Secured Party is entitled to exercise all remedies available to it under the Guarantee or by statute or by rule of law in connection with the enforcement of the Guarantee. In no event shall the execution, delivery and performance of this Agreement by the Company be deemed to be satisfaction of the obligations of the Company under the Guarantee; provided, however, that any proceeds resulting from the sale of the Pledged Shares pursuant hereto shall be applied by the Secured Party to reduce the outstanding amount due and payable under the Guaranteesuch Obligations. (b) The Company descriptions herein of the Subject Defaults are based upon the information provided to the Lenders on or prior to the date hereof and shall not be deemed to exclude the existence of any other Defaults or Events of Default. The failure of the Lenders to give notice to the Borrower or the Guarantors of any such other Defaults or Events of Default is not intended to be nor shall be a waiver thereof. Each Credit Party hereby agrees and acknowledges that the Secured Parties require and will require strict performance by the Credit Parties of all of their respective obligations, agreements and covenants contained in the Credit Agreement and the other Loan Documents (including any action or circumstance which is prohibited or limited during the existence of a Default or Event of Default), and no inaction or action by any Secured Party regarding any Default or Event of Default (including but not limited to the Subject Defaults) is intended to be or shall be a waiver thereof. Each Credit Party hereby also agrees and acknowledges that no course of dealing and no delay in exercising any right, power, or remedy conferred to any Secured Party in the Credit Agreement or in any other Loan Documents or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of or otherwise prejudice any such right, power, or remedy (collectively, the "Lender Rights"). (c) Furthermore, each party hereto hereby agrees that, in no event and under no circumstance shall any past or future discussions with the Administrative Agent or any other Secured Party, serve to (i) cause a modification of the Loan Documents, (ii) establish a custom or course of dealing with respect to any of the Loan Documents, (iii) operate as a waiver of any existing or future Default or Event of Default under the Loan Documents, (iv) entitle any Credit Party to any other or further notice or demand whatsoever beyond those required by the Loan Documents, or (v) in any way modify, change, impair, affect, diminish or release any Credit Party’s obligations or liability under the Loan Documents or any other liability any Credit Party may have to the Administrative Agent, the Issuing Bank, or any other Secured Party. (d) For the avoidance of doubt, each Credit Party hereby also agrees and acknowledges that the extension provided under Section 3 above shall not operate as a waiver of or otherwise prejudice any of the Lender Rights as to the Subject Defaults or otherwise (other than the extension of time provided under Section 3 as to Subject Defaults). The Administrative Agent, the Issuing Bank and the Lenders hereby expressly acknowledges reserve all of their rights, remedies, and agrees that claims under the Loan Documents except as expressly limited in Section 3 above. Nothing in this Agreement shall not affect constitute a waiver or relinquishment of (i) any Default or Event of Default (including, without limitation, any Subject Default) under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any manner whatsoever of the Loan Documents, (iii) any rights and or remedies available to the of any Secured Party with respect to the Service ContractsLoan Documents (except as expressly limited in Section 3 above), including, without limitationor (iv) the rights of any Secured Party to collect the full amounts owing to them under the Loan Documents. For the avoidance of doubt and other than as permitted under Section 3(g) above, the Secured Party's right Lenders have no obligation to terminate make additional Loans and the services provided Issuing Lender has no obligation to issue, extend or amend any Letters of Credit until all Defaults (including the Subject Defaults) have been waived in writing by the Majority Lenders (it being understood that none of the Lenders is obligated to grant any such waiver) and all other conditions as required under the Service Contracts due to Global Freeway's failure to make the payments required thereunderCredit Agreement have been met. (ce) Each of the Company and the Pledgor expressly waives any right it may have to obtain from any court any injunctive relief, including, without limitation, any temporary restraining order or preliminary injunction, against the Secured Credit Party, the Agent or Administrative Agent, the Issuing Bank and each Lender does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Credit Parties acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the other Loan Documents, and the Guaranty, are not impaired in any third party in connection with the exercise respect by the Secured Party of any of its rights under this Agreement. (df) The Company agrees to prepare and deliver at its own expenseThis Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and to reimburse the Agent and the Secured Partycovenants under this Agreement shall be a Default or Event of Default, as applicable, for all expenses incurred by such party in connection with, any filings required under the rules and regulations of the Securities and Exchange Commission in connection with the pledge of the Pledged Shares to the Agent hereunderCredit Agreement. (e) The Company agrees to reimburse the Agent and the Secured Party for any and all filing fees and other expenses incurred by such parties in connection with any Hart-Xxxxx-Xxxxxx xxxing that may be required in connection with the transactions contemplated hereunder. (f) The Board of Directors of the Company has approved the terms of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the exercise of remedies hereunder, and such approval constitutes approval of this Agreement and the transactions contemplated hereby under the provisions of Section 203 of the Delaware General Corporation Law.