Common use of Certain Waivers and Consents Clause in Contracts

Certain Waivers and Consents. (a) Each Lender party hereto hereby waives its right under Section 9.04(g) of the Unamended Credit Agreement to receive three (3) Business Days’ notice prior to the invocation of such Section 9.04(g) by the Company and the Administrative Agent. (b) Each Lender party hereto hereby consents to the release of Liens granted prior to the Amendment Effective Date in favor of the Collateral Agent and/or the other Secured Parties encumbering any Real Property comprising Mortgaged Property, from time to time upon the Company’s written request for such release, which Mortgaged Property does not individually have a fair market value in excess of $10 million as of the Amendment Effective Date (each such Mortgaged Property being marked by asterisk on Schedule 1.01(c) to the Amended Credit Agreement as in effect on the Amendment Effective Date). (c) Each Lender party hereto hereby agrees that each Subsidiary of the Company executing a counterpart hereto as a “Borrower” which Subsidiary has previously delivered a counterpart to the Collateral Agreement as either a Borrower or a Guarantor, shall be deemed to be a Borrower under the Amended Credit Agreement from and after the Amendment Effective Date, and waives the requirement of Section 9.24 of the Amended Credit Agreement to receive a Borrower Joinder Agreement, if any, and agrees that this Amendment shall satisfy any notice requirements otherwise required in lieu of such Borrower Joinder Agreement. (d) The Administrative Agent, the Collateral Agent, the Issuing Bank and each of the Lenders hereby waives (the “Waiver”) any and all Defaults and Events of Default under the Unamended Credit Agreement and the other Loan Documents, including but not limited to under Sections 7.01(a), (d) and (e) of the Unamended Credit Agreement, that have occurred or may have occurred as a direct or indirect result of the Borrowing Base Inaccuracies, and further waives any and all Defaults or Events of Default under the Unamended Credit Agreement and the other Loan Documents relating to any action taken (or omitted to be taken) prior to the Amendment Effective Date, or any transaction entered into prior the Amendment Effective Date, by the Loan Parties and their respective Subsidiaries that would have been permitted to be taken (or omitted to be taken, as the case may be) or entered into under the terms of the Unamended Credit Agreement or the other Loan Documents, but for the existence of the Borrowing Base Inaccuracies.

Certain Waivers and Consents. (a) Each Lender party hereto Borrowers and Subordinated Creditor each hereby waives its right under Section 9.04(g) any defense based on the adequacy of the Unamended Credit Agreement to receive three (3) Business Days’ notice prior a remedy at law which might be asserted as a bar to the invocation remedy of such Section 9.04(gspecific performance of this Agreement in any action brought therefor by Senior Creditor. To the fullest extent permitted by Applicable Law, Borrowers and Subordinated Creditor each hereby further waives: (i) by the Company presentment, demand, protest, notice of protest, notice of default or dishonor, notice of payment or nonpayment and the Administrative Agent. (b) Each Lender party hereto hereby consents to the release of Liens granted prior to the Amendment Effective Date in favor of the Collateral Agent and/or the other Secured Parties encumbering any Real Property comprising Mortgaged Property, from time to time upon the Company’s written request for such release, which Mortgaged Property does not individually have a fair market value in excess of $10 million as of the Amendment Effective Date (each such Mortgaged Property being marked by asterisk on Schedule 1.01(c) to the Amended Credit Agreement as in effect on the Amendment Effective Date). (c) Each Lender party hereto hereby agrees that each Subsidiary of the Company executing a counterpart hereto as a “Borrower” which Subsidiary has previously delivered a counterpart to the Collateral Agreement as either a Borrower or a Guarantor, shall be deemed to be a Borrower under the Amended Credit Agreement from and after the Amendment Effective Date, and waives the requirement of Section 9.24 of the Amended Credit Agreement to receive a Borrower Joinder Agreement, if any, and agrees that this Amendment shall satisfy any notice requirements otherwise required in lieu of such Borrower Joinder Agreement. (d) The Administrative Agent, the Collateral Agent, the Issuing Bank and each of the Lenders hereby waives (the “Waiver”) any and all Defaults other notices and Events demands of Default under any kind in connection with all negotiable instruments evidencing all or any portion of the Unamended Credit Senior Debt; (ii) the right to require Senior Creditor to marsxxxx xxx securities, or to enforce any Lien Senior Creditor may now or hereafter have in any Collateral securing the Senior Debt or to pursue any claim it may have against any guarantor of the Senior Debt, as a condition to Senior Creditor's entitlement to receive any payment on account of the Senior Debt; (iii) notice of the acceptance of this Agreement and the other Loan Documents, including but not limited to under Sections 7.01(a), (d) by Senior Creditor; and (eiv) notice of the Unamended Credit Agreementany Loans or other credit made available to Borrowers, that have occurred or may have occurred as a direct or indirect result extensions of the Borrowing Base Inaccuraciestime granted, and further waives any and all Defaults or Events of Default under the Unamended Credit Agreement and the other Loan Documents relating to any action taken (or omitted to be taken) prior amendments to the Amendment Effective Date, or any transaction entered into prior the Amendment Effective Date, by the Loan Parties and their respective Subsidiaries that would have been permitted to be taken (or omitted to be taken, as the case may be) or entered into under the terms of the Unamended Credit Agreement or the other Senior Creditor Loan Documents, but or other action taken in reliance hereon. Subordinated Creditor hereby consents and agrees that Senior Creditor may, without in any manner impairing, releasing or otherwise affecting the subordination provided for in this Agreement or any of Senior Creditor's rights hereunder and without prior notice to or the existence consent of Subordinated Creditor: (i) release, renew, extend, compromise or postpone the time of payment of any of the Borrowing Base InaccuraciesSenior Debt; (ii) substitute, exchange or release any or all of the Collateral or decline or neglect to perfect Senior Creditor's Lien upon any of the Collateral; (iii) add or release any Person primarily or secondarily liable from any of the Senior Debt; (iv) amend or modify any of the Senior Creditor Loan Documents (except as provided in paragraph 7 hereof) or waive any Senior Debt Default; and (v) except as provided in paragraph 7 hereof, increase or decrease the amount of the Senior Debt or the rate of interest or the amount of any other charges payable in connection therewith.

Certain Waivers and Consents. (a) Each Lender party hereto Borrower and Subordinated Creditor each hereby waives its right under Section 9.04(g) any defense based on the adequacy of the Unamended Credit Agreement to receive three (3) Business Days’ notice prior a remedy at law which might be asserted as a bar to the invocation remedy of such Section 9.04(g) specific performance of this Agreement in any action brought therefor by Senior Creditor. To the Company fullest extent permitted by applicable law, Borrower and the Administrative Agent. (b) Each Lender party hereto Subordinated Creditor each hereby consents to the release further waives: presentment, demand, protest, notice of Liens granted prior to the Amendment Effective Date in favor protest, notice of the Collateral Agent and/or the other Secured Parties encumbering any Real Property comprising Mortgaged Propertydefault or dishonor, from time to time upon the Company’s written request for such release, which Mortgaged Property does not individually have a fair market value in excess notice of $10 million as of the Amendment Effective Date (each such Mortgaged Property being marked by asterisk on Schedule 1.01(c) to the Amended Credit Agreement as in effect on the Amendment Effective Date). (c) Each Lender party hereto hereby agrees that each Subsidiary of the Company executing a counterpart hereto as a “Borrower” which Subsidiary has previously delivered a counterpart to the Collateral Agreement as either a Borrower payment or a Guarantor, shall be deemed to be a Borrower under the Amended Credit Agreement from nonpayment and after the Amendment Effective Date, and waives the requirement of Section 9.24 of the Amended Credit Agreement to receive a Borrower Joinder Agreement, if any, and agrees that this Amendment shall satisfy any notice requirements otherwise required in lieu of such Borrower Joinder Agreement. (d) The Administrative Agent, the Collateral Agent, the Issuing Bank and each of the Lenders hereby waives (the “Waiver”) any and all Defaults other notices and Events demands of Default under the Unamended Credit Agreement and the other Loan Documents, including but not limited to under Sections 7.01(a), (d) and (e) any kind in connection with all negotiable instruments evidencing all or any portion of the Unamended Credit Senior Debt; the right to require Senior Creditor to marshal any Collateral or security, or to enforce any Lien that Senior Creditor may now or hereafter have in any Collateral securing the Senior Debt or to pursue any claim it may have against any guarantor of the Senior Debt, as a condition to Senior Creditor's entitlement to receive any payment on account of the Senior Debt; notice of the acceptance of this Agreement by Senior Creditor; and notice of any credit made available to Borrower, extensions of time granted, amendments to the Loan Agreement, that have occurred or may have occurred as a direct or indirect result of the Borrowing Base Inaccuracies, and further waives any and all Defaults or Events of Default under the Unamended Credit Agreement and the other Loan Documents relating to any action taken (or omitted to be taken) prior to the Amendment Effective Date, or any transaction entered into prior the Amendment Effective Date, by the Loan Parties and their respective Subsidiaries that would have been permitted to be taken (or omitted to be taken, as the case may be) or entered into under the terms of the Unamended Credit Security Agreement or the other Senior Creditor Loan Documents, but or other action taken in reliance hereon. Subordinated Creditor hereby consents and agrees that Senior Creditor may, without in any manner impairing, releasing or otherwise affecting the subordination provided for in this Agreement or any of Senior Creditor's rights hereunder and without prior notice to or the existence consent of Subordinated Creditor: release, renew, extend, compromise or postpone the time of payment of any of the Borrowing Base Inaccuracies.Senior Debt; substitute, exchange or release any or all of the Collateral or decline or neglect to perfect Senior Creditor's Lien upon any of the Collateral; add or release any Person primarily or secondarily liable from any of the Senior Debt; amend or modify any of the Senior Creditor Loan Documents or waive any Senior Debt Default; and increase or decrease the amount of the Senior Debt or the rate of interest or the amount of any other charges payable in connection therewith

Certain Waivers and Consents. (a) Each Lender party hereto Debtor and Subordinate Creditor hereby waives its right under Section 9.04(g) waive any defense based on the adequacy of the Unamended Credit Agreement to receive three (3) Business Days’ notice prior a remedy at law which might be asserted as a bar to the invocation remedy of such Section 9.04(gspecific performance of this Agreement in any action brought therefor by Lender. To the fullest extent permitted by law, Debtors and Subordinate Creditor each hereby further waives: (i) by the Company presentment, demand, protest, notice of protest, notice of default or dishonor, notice of payment or nonpayment and the Administrative Agent. (b) Each Lender party hereto hereby consents to the release of Liens granted prior to the Amendment Effective Date in favor of the Collateral Agent and/or the other Secured Parties encumbering any Real Property comprising Mortgaged Property, from time to time upon the Company’s written request for such release, which Mortgaged Property does not individually have a fair market value in excess of $10 million as of the Amendment Effective Date (each such Mortgaged Property being marked by asterisk on Schedule 1.01(c) to the Amended Credit Agreement as in effect on the Amendment Effective Date). (c) Each Lender party hereto hereby agrees that each Subsidiary of the Company executing a counterpart hereto as a “Borrower” which Subsidiary has previously delivered a counterpart to the Collateral Agreement as either a Borrower or a Guarantor, shall be deemed to be a Borrower under the Amended Credit Agreement from and after the Amendment Effective Date, and waives the requirement of Section 9.24 of the Amended Credit Agreement to receive a Borrower Joinder Agreement, if any, and agrees that this Amendment shall satisfy any notice requirements otherwise required in lieu of such Borrower Joinder Agreement. (d) The Administrative Agent, the Collateral Agent, the Issuing Bank and each of the Lenders hereby waives (the “Waiver”) any and all Defaults other notices and Events demands of Default under the Unamended Credit Agreement and the other Loan Documents, including but not limited to under Sections 7.01(a), (d) and (e) any kind in connection with all negotiable instruments evidencing all or any portion of the Unamended Credit AgreementSenior Debt or the Subordinated Debt to which any Debtor or Subordinate Creditor may be a party; (ii) the right to require Lender to marshal any securities, or to enforce any security interest or lien that Lender may now or hereafter have occurred in any Collateral securing the Senior Debt or to pursue any claim it may have occurred against any Obligor, as a direct or indirect result condition to Lender's entitlement to receive any payment on account of the Borrowing Base InaccuraciesSubordinated Debt; (iii) notice of the acceptance of this Agreement by Lender; (iv) notice of any loans made under, and further waives any and all Defaults or Events of Default under the Unamended Credit Agreement and the other Loan Documents relating to any action taken (or omitted to be taken) prior extensions granted, amendments to the Amendment Effective Date, or any transaction entered into prior the Amendment Effective Date, by the Loan Parties and their respective Subsidiaries that would have been permitted to be taken (or omitted to be taken, as the case may be) or entered into under the terms of the Unamended Credit Agreement or the other Loan Documents, but for other action taken by Lender in reliance hereon or the existence of any Default or Event of Default; and (v) all other demands and notices of every kind in connection with this Agreement, the Borrowing Base InaccuraciesSenior Debt or the Subordinated Debt. Subordinate Creditor acknowledges, understands and agrees that it will not be authorized to rely upon Lender to provide Subordinate Creditor with any information concerning the financial condition or business prospects of any Debtor, the existence, quantity or value of any of the Collateral, the status of any Debtor's loan relationship with Lender under any of the Loan Documents, the existence or non-existence of any Default or Event of Default or any other matter arising out of or related to any of the Loan Documents, and Subordinate Creditor alone shall be responsible for obtaining from Debtor all information concerning the foregoing. Subordinate Creditor hereby consents and agrees that Lender may, without in any manner impairing, releasing or otherwise affecting the subordination provided for in this Agreement or any of Lender's rights hereunder and without prior notice to or the consent of Subordinate Creditor: (i) release, renew, extend, compromise, postpone the time of payment of or forbear from collecting any of the Senior Debt; (ii) substitute, exchange or release any or all of the Collateral or decline or neglect to perfect or enforce Lender's security interest in any of the Collateral; (iii) add or release any Person primarily or secondarily liable for any of the Senior Debt; (iv) amend, modify, renew or extend any of the Loan Documents or waive or grant forbearances with respect to any Event of Default thereunder; and (v) increase or decrease the amount of the Senior Debt or the rate of interest or the amount or time of payment of any other fees or charges payable in connection therewith; (vi) elect in any case under the Bankruptcy Code for the application of Section 1111(b)(2) of the Bankruptcy Code; and (vii) consent to the use of any cash collateral or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code.

Certain Waivers and Consents. (a) Each Lender party hereto Borrower and Subordinated Creditor each hereby waives its right under Section 9.04(g) any defense based on the adequacy of the Unamended Credit Agreement to receive three (3) Business Days’ notice prior a remedy at law which might be asserted as a bar to the invocation remedy of such Section 9.04(g) specific performance of this Agreement in any action brought therefor by Senior Creditor. To the Company fullest extent permitted by applicable law, Borrower and the Administrative Agent. (b) Each Lender party hereto Subordinated Creditor each hereby consents to the release further waives: presentment, demand, protest, notice of Liens granted prior to the Amendment Effective Date in favor protest, notice of the Collateral Agent and/or the other Secured Parties encumbering any Real Property comprising Mortgaged Propertydefault or dishonor, from time to time upon the Company’s written request for such release, which Mortgaged Property does not individually have a fair market value in excess notice of $10 million as of the Amendment Effective Date (each such Mortgaged Property being marked by asterisk on Schedule 1.01(c) to the Amended Credit Agreement as in effect on the Amendment Effective Date). (c) Each Lender party hereto hereby agrees that each Subsidiary of the Company executing a counterpart hereto as a “Borrower” which Subsidiary has previously delivered a counterpart to the Collateral Agreement as either a Borrower payment or a Guarantor, shall be deemed to be a Borrower under the Amended Credit Agreement from nonpayment and after the Amendment Effective Date, and waives the requirement of Section 9.24 of the Amended Credit Agreement to receive a Borrower Joinder Agreement, if any, and agrees that this Amendment shall satisfy any notice requirements otherwise required in lieu of such Borrower Joinder Agreement. (d) The Administrative Agent, the Collateral Agent, the Issuing Bank and each of the Lenders hereby waives (the “Waiver”) any and all Defaults other notices and Events demands of Default under the Unamended Credit Agreement and the other Loan Documents, including but not limited to under Sections 7.01(a), (d) and (e) any kind in connection with all negotiable instruments evidencing all or any portion of the Unamended Credit AgreementSenior Debt; the right to require Senior Creditor to marshall any Collateral or security, xx xx enforce any Lien that Senior Creditor may now or hereafter have occurred in any Collateral securing the Senior Debt or to pursue any claim it may have occurred against any guarantor of the Senior Debt, as a direct or indirect result condition to Senior Creditor's entitlement to receive any payment on account of the Borrowing Base InaccuraciesSenior Debt; notice of the acceptance of this Agreement by Senior Creditor; and notice of any credit made available to Borrower, and further waives any and all Defaults or Events extensions of Default under the Unamended Credit Agreement and the other Loan Documents relating to any action taken (or omitted to be taken) prior time granted, amendments to the Amendment Effective Date, or any transaction entered into prior the Amendment Effective Date, by the Loan Parties and their respective Subsidiaries that would have been permitted to be taken (or omitted to be taken, as the case may be) or entered into under the terms of the Unamended Credit Agreement or the other Senior Creditor Loan Documents, but or other action taken in reliance hereon. Subordinated Creditor hereby consents and agrees that Senior Creditor may, without in any manner impairing, releasing or otherwise affecting the subordination provided for in this Agreement or any of Senior Creditor's rights hereunder and without prior notice to or the existence consent of Subordinated Creditor: release, renew, extend, compromise or postpone the time of payment of any of the Borrowing Base InaccuraciesSenior Debt; substitute, exchange or release any or all of the Collateral or decline or neglect to perfect Senior Creditor's Lien upon any of the Collateral; add or release any Person primarily or secondarily liable from any of the Senior Debt; amend or modify any of the Senior Creditor Loan Documents or waive any Senior Debt Default; and increase or decrease the amount of the Senior Debt or the rate of interest or the amount of any other charges payable in connection therewith.