Common use of Limited Consent and Waiver Clause in Contracts

Limited Consent and Waiver. (a) Subject to the terms and conditions set forth herein, Agent and each Lender hereby consent to (i) the creation of Venus Acquisition Subsidiary, (ii) the entry by Borrowers into the Venus Purchase Documents, including, for the avoidance of doubt, the Venus Escrow Agreement and the funding of the Escrow Amount (as defined in the Venus Purchase Agreement), and (iii) the consummation by Borrowers of the Venus Sale Transaction. (b) Subject to the terms and conditions set forth herein, notwithstanding Section 2.1(a)(ii)(B)(iii) of the Credit Agreement or any other provisions of the Credit Agreement, Agent and each Lender hereby agree that no prepayment of the Term Loans shall be required to prepay the Loans as a result of Borrowers’ receipt of net cash proceeds from the consummation of the Venus Sale Transaction. (c) Subject to the terms and conditions set forth herein, notwithstanding Section 4.11 of the Credit Agreement or any other provisions of the Credit Agreement, Agent and each Lender hereby agrees that Borrowers shall not be required to join Venus Acquisition Subsidiary as a Credit Party under the Financing Documents or take other action as required by Section 4.11 of the Credit Agreement. (d) Without limiting the consents set forth in Sections 2(a)-(c) above, Agent and each Lender hereby waive, ab initio, any Default or Event of Default that occurred solely as a result of Borrowers’ failure to comply with the provisions of Section 4.11(d) in respect of Venus Acquisition Subsidiary on or prior to the date hereof. (e) The limited consents set forth in Sections 2(a)-(c) and the limited waiver set forth in Section 2(d) are effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Credit Agreement or of any other Financing Document; (ii) prejudice any right that Agent or Lenders have or may have in the future under or in connection with the Credit Agreement or any other Financing Document; (iii) constitute a consent to or waiver of any other past, present or future Default or Event of Default or other violation of any provisions of the Credit Agreement or any other Financing Documents, (iv) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit or (v) establish a custom or course of dealing among any of the Credit Parties, on the one hand, or Agent or any Lender, on the other hand.

Limited Consent and Waiver. Agent and the Required Lenders hereby (a) Subject consent to the terms Xxxxxx Disposition and (b) waive any Event of Default that would otherwise occur under the Credit Agreement solely as a result of the Xxxxxx Disposition. Notwithstanding the foregoing and in addition to the conditions set forth hereinprecedent hereinafter specified in Section 3, the above consent and waiver is conditioned upon (a) the Xxxxxx Disposition being effectuated in a manner consistent with the definition of Xxxxxx Disposition, (b) Agent shall have received true, correct and each Lender hereby consent complete copies of the Xxxxxx Purchase Documents, which shall be certified by an Authorized Officer of Borrower as being true, correct and complete, and all conditions precedent to the closing of the Xxxxxx Disposition shall have been satisfied, (c) Borrower shall have delivered to Agent (i) signature and incumbency certificates of the creation officers of Venus Acquisition Subsidiarysuch Person executing the Xxxxxx Purchase Documents on behalf of the Credit Parties party thereto; and (ii) resolutions of the board of directors (or similar governing body) of each Credit Party to the Xxxxxx Purchase Documents approving and authorizing the execution, delivery and performance of the Xxxxxx Purchase Documents and all other documents executed in therewith, certified by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (d) immediately prior to and after giving effect to the Xxxxxx Disposition, (i) no Event of Default (other than any Event of Default that would occur solely as a result of the Xxxxxx Disposition) shall have occurred or be continuing and (ii) the entry by Borrowers into representations and warranties contained herein and in the Venus Purchase Documents, including, for the avoidance of doubt, the Venus Escrow Credit Agreement and the funding other Loan Documents, are true and correct as of such date, as if made on such date, except for those representations and warranties specifically made as of the Escrow Amount earlier date, which shall be true and correct as of such earlier date and (e) with respect to each Outstanding Xxxxxx Letter of Credit, Borrower shall (i) have caused to be deposited with the relevant Fronting Lender, in its capacity as defined a Fronting Lender, either cash or a Supporting Letter of Credit, which, in each case, is (A) in an amount equal to one hundred five percent (105%) of the Venus Purchase Agreement)undrawn amount of the Outstanding Xxxxxx Letters of Credit and (B) free and clear of all rights and claims of third parties, and (iiiii) have executed all such documentation as such Fronting Lender shall request in connection with the consummation by Borrowers survival of the Venus Sale Transaction. Outstanding Xxxxxx Letters of Credit. Except as expressly set forth in this Agreement, the consent and waiver by Agent and the Required Lenders under this Agreement is not intended, and shall not be construed: (a) to modify or otherwise affect any of the provisions of the Credit Agreement or the other Loan Documents, (b) Subject to the terms and conditions set forth herein, notwithstanding Section 2.1(a)(ii)(B)(iii) as a waiver of any of Agent’s or any Lender’s rights under the Credit Agreement or any other provisions of the Credit AgreementLoan Document, Agent and each Lender hereby agree that no prepayment of the Term Loans shall be required to prepay the Loans as a result of Borrowers’ receipt of net cash proceeds from the consummation of the Venus Sale Transaction. or (c) Subject to the terms and conditions set forth herein, notwithstanding Section 4.11 of the Credit Agreement as an authorization or any other provisions of the Credit Agreement, a consent by Agent and each Lender hereby agrees that Borrowers shall not be required the Lenders to join Venus Acquisition Subsidiary as a any further actions by any Credit Party under not otherwise permitted by the Financing Documents or take other action as required by Section 4.11 of the Credit AgreementLoan Documents. (d) Without limiting the consents set forth in Sections 2(a)-(c) above, Agent and each Lender hereby waive, ab initio, any Default or Event of Default that occurred solely as a result of Borrowers’ failure to comply with the provisions of Section 4.11(d) in respect of Venus Acquisition Subsidiary on or prior to the date hereof. (e) The limited consents set forth in Sections 2(a)-(c) and the limited waiver set forth in Section 2(d) are effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Credit Agreement or of any other Financing Document; (ii) prejudice any right that Agent or Lenders have or may have in the future under or in connection with the Credit Agreement or any other Financing Document; (iii) constitute a consent to or waiver of any other past, present or future Default or Event of Default or other violation of any provisions of the Credit Agreement or any other Financing Documents, (iv) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit or (v) establish a custom or course of dealing among any of the Credit Parties, on the one hand, or Agent or any Lender, on the other hand.

Limited Consent and Waiver. Agent and the Required Lenders hereby (a) Subject consent to the terms Xxxxxx Disposition and conditions set forth herein, Agent and each Lender hereby consent to (i) the creation of Venus Acquisition Subsidiary, (ii) the entry by Borrowers into the Venus Purchase Documents, including, for the avoidance of doubt, the Venus Escrow Agreement and the funding of the Escrow Amount (as defined in the Venus Purchase Agreement), and (iii) the consummation by Borrowers of the Venus Sale Transaction. (b) Subject to the terms and conditions set forth herein, notwithstanding Section 2.1(a)(ii)(B)(iii) of the Credit Agreement or any other provisions of the Credit Agreement, Agent and each Lender hereby agree that no prepayment of the Term Loans shall be required to prepay the Loans as a result of Borrowers’ receipt of net cash proceeds from the consummation of the Venus Sale Transaction. (c) Subject to the terms and conditions set forth herein, notwithstanding Section 4.11 of the Credit Agreement or any other provisions of the Credit Agreement, Agent and each Lender hereby agrees that Borrowers shall not be required to join Venus Acquisition Subsidiary as a Credit Party under the Financing Documents or take other action as required by Section 4.11 of the Credit Agreement. (d) Without limiting the consents set forth in Sections 2(a)-(c) above, Agent and each Lender hereby waive, ab initio, waive any Default or Event of Default that occurred would otherwise occur under the Credit Agreement solely as a result of Borrowers’ failure the Xxxxxx Disposition or any action taken by a Credit Party under or pursuant to comply any of the Xxxxxx Purchase Documents. Notwithstanding the foregoing, the consent and waiver granted hereby are subject to the conditions that (i) the Xxxxxx Disposition shall have been effectuated in a manner consistent with the provisions definition of Section 4.11(dthe Xxxxxx Disposition; (ii) the Borrower shall have delivered to Agent (A) copies of the Xxxxxx Purchase Documents certified by an Authorized Officer of the Borrower as being true, correct and complete, (B) specimen signature and incumbency certificates for the officers of each Credit Party executing any of the Xxxxxx Purchase Documents, and (C) resolutions of the board of directors (or similar governing body) of each Credit Party that is a party to any of the Xxxxxx Purchase Documents approving and authorizing the execution, delivery and performance of the Xxxxxx Purchase Documents to which it is a party and all other documents executed by such Credit Party in connection therewith, certified by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iii) all conditions precedent to the closing of the Xxxxxx Disposition shall have been satisfied or waived; (iv) immediately prior to, and after giving effect to, the Xxxxxx Disposition (A) no Event of Default (other than any Event of Default that would occur solely as a result of the Xxxxxx Disposition) shall have occurred or be continuing and (B) the representations and warranties contained herein and in the Credit Agreement and the other Loan Documents are true and correct as of such date, as if made on such date, except for those representations and warranties specifically made as of the earlier date, which shall be true and correct as of such earlier date; and (v) with respect to each outstanding Xxxxxx Letter of Credit for which SunTrust is the Fronting Lender, Borrower shall have (A) caused to be deposited with SunTrust, in its capacity as a Fronting Lender, either cash or a Supporting Letter of Credit that, in either case, is (1) in respect an amount equal to one hundred ten percent (110%) of Venus Acquisition Subsidiary on or prior to the date hereof. undrawn amount of such Outstanding Xxxxxx Letters of Credit and (e2) The limited consents free and clear of all rights and claims of third parties, and (B) executed all such documentation as SunTrust shall request in connection with the survival of such Outstanding Xxxxxx Letters of Credit as stand-alone obligations, and upon Borrower’s satisfaction of such conditions, such Xxxxxx Letters of Credit shall no longer be considered outstanding under the Revolving Credit Commitment. Except as expressly set forth in Sections 2(a)-(c) this Agreement, the consent and waiver by Agent and the limited waiver set forth in Section 2(d) are effective solely for the purposes set forth herein and shall be limited precisely as written Required Lenders under this Agreement is not intended, and shall not be deemed construed (a) to (i) be a consent to modify or otherwise affect any amendment, waiver or modification of any other term or condition the provisions of the Credit Agreement or the other Loan Documents, (b) as a waiver of any other Financing Document; (ii) prejudice of Agent’s or any right that Agent or Lenders have or may have in the future Lender’s rights under or in connection with the Credit Agreement or any other Financing Loan Document; , or (iiic) constitute as an authorization or a consent by Agent and the Lenders to or waiver of any other past, present or future Default or Event of Default or other violation of any provisions of the Credit Agreement or any other Financing Documents, (iv) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit or (v) establish a custom or course of dealing among actions by any of Credit Party not otherwise permitted by the Credit Parties, on the one hand, or Agent or any Lender, on the other handLoan Documents.”

Limited Consent and Waiver. In reliance on the representations, warranties, covenants and agreements contained in this Fourth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 3 and, as applicable, Sections 4 and/or 5 hereof, Required Banks hereby (a) Subject consent to Borrower’s consummation of the Conroe-Xxxxxxx Transactions, and waive compliance by Borrower and Parent with each provision of the Credit Agreement (including, without limitation, Sections 10.5 and 10.8) and the other Loan Papers, to the terms extent, but only to the extent, that the Conroe-Xxxxxxx Transactions (or any term contained in the documents governing and conditions set forth hereinevidencing the Conroe-Xxxxxxx Transactions) violate such provisions of the Credit Agreement or result in a Default or Event of Default under the Credit Agreement or other Loan Papers, Agent and each Lender hereby (b) consent to (i) the creation Temporary Hedging Noncompliance for the Specified Period; provided, that Parent and Borrower will not, nor will Parent and/or Borrower permit any other Credit Party to, enter into any Hedge Transaction during the Specified Period unless such Hedge Transaction, together with any other existing Hedge Transactions for the applicable category of Venus Acquisition SubsidiaryHydrocarbons, (ii) will not cause a violation of Section 10.11 of the entry by Borrowers into the Venus Purchase Documents, including, for Credit Agreement. For the avoidance of doubt, Parent and Borrower each acknowledge and agree that the Venus Escrow Agreement limited consent and waiver set forth in clause (a) of this Section 2 (i) is effective with respect to (1) the funding of Conroe Transactions up to (and including) the Escrow Amount Conroe Acquisition Closing Date (as defined in below) after giving effect to the Venus Purchase Agreement)Conroe Transactions and (2) the Xxxxxxx Transactions up to (and including) the Xxxxxxx Disposition Closing Date after giving effect to the Xxxxxxx Transactions, and (iiiii) the consummation by Borrowers shall not be deemed a consent to, or waiver of, any action or inaction of Parent or Borrower which constitutes (or would constitute) a violation of any provision of the Venus Sale Transaction. Credit Agreement or the other Loan Papers or which results (bor would result) Subject to the terms and conditions set forth herein, notwithstanding Section 2.1(a)(ii)(B)(iii) in a Default or Event of Default under the Credit Agreement or any other provisions of Loan Papers from (but excluding) and after the Credit AgreementConroe Acquisition Closing Date or the Xxxxxxx Disposition Closing Date, as applicable. Agent and each Lender hereby agree that Banks shall have no prepayment of the Term Loans shall be required obligation to prepay the Loans as a result of Borrowers’ receipt of net cash proceeds from the consummation of the Venus Sale Transaction. (c) Subject grant any future waivers, consents or amendments with respect to the terms and conditions set forth herein, notwithstanding Section 4.11 of the Credit Agreement or any other provisions of the Credit Agreement, Agent and each Lender hereby agrees that Borrowers shall not be required to join Venus Acquisition Subsidiary as a Credit Party under the Financing Documents or take other action as required by Section 4.11 of the Credit AgreementLoan Paper. (d) Without limiting the consents set forth in Sections 2(a)-(c) above, Agent and each Lender hereby waive, ab initio, any Default or Event of Default that occurred solely as a result of Borrowers’ failure to comply with the provisions of Section 4.11(d) in respect of Venus Acquisition Subsidiary on or prior to the date hereof. (e) The limited consents set forth in Sections 2(a)-(c) and the limited waiver set forth in Section 2(d) are effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Credit Agreement or of any other Financing Document; (ii) prejudice any right that Agent or Lenders have or may have in the future under or in connection with the Credit Agreement or any other Financing Document; (iii) constitute a consent to or waiver of any other past, present or future Default or Event of Default or other violation of any provisions of the Credit Agreement or any other Financing Documents, (iv) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit or (v) establish a custom or course of dealing among any of the Credit Parties, on the one hand, or Agent or any Lender, on the other hand.

Limited Consent and Waiver. (a) Subject to satisfaction of the terms and conditions set forth hereinin paragraph 8 hereof, Agent and each Lender in reliance on the representations and warranties of the Company set forth in paragraph 7 hereof, effective as of the Amendment No. 1 Effective Date, the Purchasers hereby consent to (i) consent to the creation of Venus Acquisition SubsidiaryLIG Acquisition, the Cash Distribution and the Reorganization, (ii) consent to the entry by Borrowers into the Venus Purchase Documents, including, for the avoidance of doubt, the Venus Escrow Agreement amendment and the funding restatement of the Escrow Amount (as defined Company Partnership Agreement, in the Venus Purchase Agreement), form delivered to the Purchasers on the date hereof (the "OLP Restatement") and (iii) waive any and all Defaults or Events of Default arising or which may heretofore have arisen under the consummation by Borrowers of the Venus Sale Transaction. (b) Subject to the terms and conditions set forth herein, notwithstanding Section 2.1(a)(ii)(B)(iii) of the Credit Agreement or any other provisions of the Credit Agreement, Agent and each Lender hereby agree that no prepayment of the Term Loans shall be required to prepay the Loans other Loan Documents as a result of Borrowers’ receipt of net cash proceeds from the consummation execution, delivery or performance of the Venus Sale Transaction. (c) Subject transactions and agreements in connection with the LIG Acquisition, the Cash Distribution, the Reorganization or the OLP Restatement; provided that if the Reorganization is not completed as described in the Omnibus Agreement and such failure to be completed as described in the Omnibus Agreement would be materially adverse to the terms Holders, the foregoing limited consent and conditions set forth hereinwaiver shall be void; provided, notwithstanding Section 4.11 further, that the foregoing limited consent and waiver shall not apply to any violation of paragraph 6B of the Credit Agreement or any (other provisions of the Credit Agreement, Agent and each Lender hereby agrees that Borrowers shall not be required to join Venus Acquisition Subsidiary as a Credit Party under the Financing Documents or take other action as required by Section 4.11 of the Credit Agreement. (d) Without limiting the consents set forth in Sections 2(a)-(c) above, Agent and each Lender hereby waive, ab initio, any Default or Event of Default that occurred solely than as a result of Borrowers’ failure the Cash Distribution), to comply with the provisions of Section 4.11(d) in respect of Venus Acquisition Subsidiary on any amendment, modification or prior supplement to the date hereof. (e) definition of "Available Cash" in the Company Partnership Agreement or to any other amendment, restatement, supplement or other modification of the Company Partnership Agreement other than the OLP Restatement. The limited consents set forth in Sections 2(a)-(c) foregoing consent and the limited waiver set forth in Section 2(d) are effective solely for the purposes set forth herein and shall be limited precisely as written and shall not relate solely to the Agreement in the manner and to the extent described herein, and nothing in this Amendment shall be deemed to (i) be constitute a consent waiver of compliance by the Company with respect to any amendmentterm, waiver or modification of any other term provision or condition of the Credit Agreement or of any other Financing Document; Loan Document except as specifically provided herein, or (ii) prejudice any right or remedy that Agent or Lenders any holder of Notes may now have (after giving effect to the foregoing consent and waiver) or may have in the future under or in connection with the Credit Agreement or any other Financing Loan Document; (iii) constitute a consent . The Company agrees to deliver to each Purchaser copies of all amendments, modifications or waiver of any other past, present or future Default or Event of Default or other violation of any provisions of supplements to the Credit Agreement or any other Financing Documents, (iv) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit or (v) establish a custom or course of dealing among any of the Credit Parties, on the one hand, or Agent or any Lender, on the other handOmnibus Agreement.

Limited Consent and Waiver. (a) Subject to Upon the terms satisfaction of the conditions contained in Section 5 below, but with effect on and conditions set forth hereinafter the date hereof, Agent the Administrative Agent, the Lenders and each the Issuing Lender hereby consent to the extension from the date hereof to March 25, 2005 (ithe "Extension Period") the creation of Venus Acquisition Subsidiary, (ii) the entry by Borrowers into the Venus Purchase Documents, including, for the avoidance of doubt, the Venus Escrow Agreement and the funding of the Escrow Amount (as defined in the Venus Purchase Agreement), and (iii) the consummation by Borrowers of the Venus Sale Transaction. (b) Subject to the terms and conditions set forth herein, notwithstanding applicable 30-day grace period under Section 2.1(a)(ii)(B)(iii8.01(c) of the Credit Agreement or any other provisions insofar as such grace period relates to the delivery of the Credit AgreementRequired Financial Information under either Section 6.01(b) or 6.01(c), Agent and each Lender hereby agree that no prepayment of the Term Loans shall be required to prepay the Loans as a result of Borrowers’ receipt of net cash proceeds from the consummation of the Venus Sale Transaction. (c) Subject to the terms and conditions set forth herein, notwithstanding Section 4.11 of the Credit Agreement or any other provisions of the Credit Agreement, Agent and each Lender hereby agrees that Borrowers shall not be required to join Venus Acquisition Subsidiary as a Credit Party under the Financing Documents or take other action as required by Section 4.11 of the Credit Agreement. (db) Upon the satisfaction of the conditions contained in Section 5 below, but with effect on and after the date hereof, the Lenders hereby temporarily waive, during the Extension Period only, any Disclosure Default. If a Disclosure Default has occurred or is deemed to have occurred, such Disclosure Default shall not be, and shall not be deemed to have been, an Event of Default until the expiration of the Extension Period. Without in any regard limiting the consents set forth in generality of the terms of Sections 2(a)-(c3(c), 3(d) aboveand 4(a) of this Amendment, Agent the temporary waiver hereby granted relates exclusively to the breach of Section 8.01(d) of the Credit Agreement and each Lender hereby waivenothing herein shall be deemed to have waived any other Default which may arise or may have arisen by reason of any fact or circumstance which may be or may have been disclosed but for any Disclosure Default including, ab initiowithout limitation as aforesaid, any Default under Section 7.13 of the Credit Agreement. Moreover, this temporary waiver shall not be deemed to have waived any right or Event remedy available against any Person other than the Borrower by reason of Default that occurred solely as a result of Borrowers’ failure the matters described or referred to comply with in the provisions of Section 4.11(d) in respect of Venus Acquisition Subsidiary on or prior to the date hereof8-K Disclosure. (ec) The limited consents set forth consent granted in Sections 2(a)-(cclause (a) above and the limited temporary waiver set forth granted in Section 2(dclause (b) are effective solely for the purposes set forth herein and above shall be limited precisely as written solely to the delivery of the Required Financial Information and to any Disclosure Default, respectively, and shall not be deemed to (i) be a waiver of or consent to any amendment, waiver deviation from or modification or amendment of any other Default which has occurred and is continuing or which shall have occurred at any time prior to the date hereof, or of any other term or condition of the Credit Agreement Agreement, or of any other Financing Document; default under any instruments or agreements referred to herein or therein, or (ii) prejudice in any way any right that Agent or rights which the Administrative Agent, the Issuing Lender or the Lenders may now have or may have in the future (including, without limitation, any right or rights with respect to any Disclosure Default after the expiration of the Extension Period) under or in connection with the Credit Agreement or any other Financing Document; instruments or agreements referred to herein or therein or executed in connection herewith or therewith. The consent set forth in clause (iiia) constitute a consent and the temporary waiver granted pursuant to clause (b) above shall not at any time or waiver of in any way obligate the Administrative Agent, the Issuing Lender or the Lenders to grant any other pastapproval, present waiver, or future Default or Event consent hereinafter requested by the Borrower. (d) Except as specifically provided herein, the Administrative Agent, the Issuing Lender and the Lenders expressly reserve all of Default or other violation of any provisions of their rights and remedies available to them under the Credit Agreement and applicable law (including, without limitation, any rights or remedies that may arise with respect to any other Financing Documents, (iv) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit or (v) establish a custom or course of dealing among any Disclosure Default after the expiration of the Credit Parties, on the one hand, or Agent or any Lender, on the other handExtension Period).

Limited Consent and Waiver. Agent and the Required Lenders hereby (a) Subject consent to the terms Xxxxxx Disposition and conditions set forth herein, Agent and each Lender hereby consent to (i) the creation of Venus Acquisition Subsidiary, (ii) the entry by Borrowers into the Venus Purchase Documents, including, for the avoidance of doubt, the Venus Escrow Agreement and the funding of the Escrow Amount (as defined in the Venus Purchase Agreement), and (iii) the consummation by Borrowers of the Venus Sale Transaction. (b) Subject to the terms and conditions set forth herein, notwithstanding Section 2.1(a)(ii)(B)(iii) of the Credit Agreement or any other provisions of the Credit Agreement, Agent and each Lender hereby agree that no prepayment of the Term Loans shall be required to prepay the Loans as a result of Borrowers’ receipt of net cash proceeds from the consummation of the Venus Sale Transaction. (c) Subject to the terms and conditions set forth herein, notwithstanding Section 4.11 of the Credit Agreement or any other provisions of the Credit Agreement, Agent and each Lender hereby agrees that Borrowers shall not be required to join Venus Acquisition Subsidiary as a Credit Party under the Financing Documents or take other action as required by Section 4.11 of the Credit Agreement. (d) Without limiting the consents set forth in Sections 2(a)-(c) above, Agent and each Lender hereby waive, ab initio, waive any Default or Event of Default that occurred would otherwise occur under the Credit Agreement solely as a result of Borrowers’ failure the Xxxxxx Disposition or any action taken by a Credit Party under or pursuant to comply any of the Xxxxxx Purchase Documents. Notwithstanding the foregoing, the consent and waiver granted hereby are subject to the conditions that (i) the Xxxxxx Disposition shall have been effectuated in a manner consistent with the provisions definition of Section 4.11(dthe Xxxxxx Disposition; (ii) the Borrower shall have delivered to Agent (A) copies of the Xxxxxx Purchase Documents certified by an Authorized Officer of the Borrower as being true, correct and complete, (B) specimen signature and incumbency certificates for the officers of each Credit Party executing any of the Xxxxxx Purchase Documents, and (C) resolutions of the board of directors (or similar governing body) of each Credit Party that is a party to any of the Xxxxxx Purchase Documents approving and authorizing the execution, delivery and performance of the Xxxxxx Purchase Documents to which it is a party and all other documents executed by such Credit Party in connection therewith, certified by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iii) all conditions precedent to the closing of the Xxxxxx Disposition shall have been satisfied or waived; (iv) immediately prior to, and after giving effect to, the Xxxxxx Disposition (A) no Event of Default (other than any Event of Default that would occur solely as a result of the Xxxxxx Disposition) shall have occurred or be continuing and (B) the representations and warranties contained herein and in the Credit Agreement and the other Loan Documents are true and correct as of such date, as if made on such date, except for those representations and warranties specifically made as of the earlier date, which shall be true and correct as of such earlier date; and (v) with respect to each outstanding Xxxxxx Letter of Credit for which SunTrust is the Fronting Lender, Borrower shall have (A) caused to be deposited with SunTrust, in its capacity as a Fronting Lender, either cash or a Supporting Letter of Credit that, in either case, is (1) in respect an amount equal to one hundred ten percent (110%) of Venus Acquisition Subsidiary on or prior to the date hereof. undrawn amount of such Outstanding Xxxxxx Letters of Credit and (e2) The limited consents free and clear of all rights and claims of third parties, and (B) executed all such documentation as SunTrust shall request in connection with the survival of such Outstanding Xxxxxx Letters of Credit as stand-alone obligations, and upon Borrower’s satisfaction of such conditions, such Xxxxxx Letters of Credit shall no longer be considered outstanding under the Revolving Credit Commitment. Except as expressly set forth in Sections 2(a)-(c) this Agreement, the consent and waiver by Agent and the limited waiver set forth in Section 2(d) are effective solely for the purposes set forth herein and shall be limited precisely as written Required Lenders under this Agreement is not intended, and shall not be deemed construed (a) to (i) be a consent to modify or otherwise affect any amendment, waiver or modification of any other term or condition the provisions of the Credit Agreement or the other Loan Documents, (b) as a waiver of any other Financing Document; (ii) prejudice of Agent’s or any right that Agent or Lenders have or may have in the future Lender’s rights under or in connection with the Credit Agreement or any other Financing Loan Document; , or (iiic) constitute as an authorization or a consent by Agent and the Lenders to or waiver of any other past, present or future Default or Event of Default or other violation of further actions by any provisions Credit Party not otherwise permitted by the Loan Documents.” (d) Amendment to Section 3 of the Credit Agreement or any other Financing Documents, (iv) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit or (v) establish a custom or course of dealing among any Third Amendment. Section 3 of the Credit Parties, on the one hand, or Agent or any Lender, on the other hand.Third Amendment is amended and restated in its entirety to read as follows: “