Common use of Limited Consent and Waiver Clause in Contracts

Limited Consent and Waiver. (a) Notwithstanding Section 2(a) of the Fifteenth Amendment to the contrary, subject to the terms and conditions set forth herein, the undersigned Lenders hereby consent to extend the deadline for delivery of the 2012 Financial Statements under Section 8.01(a) of the Credit Agreement to on or before the earlier of (i) fifty-seven (57) days after notice to the Borrower by the trustee under the Senior Notes (or the requisite number of holders thereof) in accordance with the indenture pursuant to which the Senior Notes were issued (the “Indenture”) of the Borrower’s failure to comply with Section 4.02(a) of the Indenture and (ii) June 17, 2013. Notwithstanding anything to the contrary set forth in the Credit Agreement, the Borrower acknowledges and agrees that its failure to deliver the 2012 Financial Statements to the Administrative Agent and the Lenders on or before the date required pursuant to the immediately preceding sentence shall constitute an immediate Event of Default under the Credit Agreement. (b) Subject to the terms and conditions set forth herein, the undersigned Lenders hereby consent to extend the deadline for delivery of the Q1 2013 Financial Statements under Section 8.01(b) of the Credit Agreement to on or before the earlier of (i) thirty (30) days after the date on which the Borrower delivers the 2012 Financial Statements to the Administrative Agent and the Lenders in accordance with Section 2(a) above and (ii) July 12, 2013. Notwithstanding anything to the contrary set forth in the Credit Agreement, the Borrower acknowledges and agrees that its failure to deliver the Q1 2013 Financial Statements to the Administrative Agent and the Lenders on or before the date required pursuant to the immediately preceding sentence shall constitute an immediate Event of Default under the Credit Agreement. (c) Subject to the terms and conditions set forth herein, the undersigned Lenders hereby waive any Default or Event of Default that occurs under Section 10.01(g) of the Credit Agreement as a result of the default occurring under the Indenture as a result of the failure of the Borrower to comply with Section 4.02(a) of the Indenture with respect to its form 10-Q for the quarter ended March 31, 2013. The waiver set forth in this subsection (c) (the “Default Waiver”) is limited to the extent specifically set forth above and no other terms, conditions or provisions of the Credit Agreement or any other Loan Document are intended to be affected by the Default Waiver, including, without limitation, the ability of the Administrative Agent or the Lenders to declare an Event of Default under the Credit Agreement as a result of the Senior Notes becoming due and payable prior to their scheduled maturity.

Limited Consent and Waiver. Subject to the satisfaction of the conditions precedent set forth in Article II above, and notwithstanding applicable terms and provisions of the Loan Agreement to the contrary (a) Notwithstanding including without limitation Section 2(a(d) of the Fifteenth Amendment to definition of Unsecured Longer-Term Indebtedness thereof), Agent and the contrary, subject to the terms and conditions set forth herein, the undersigned Requisite Lenders hereby consent to extend the deadline for delivery issuance of the 2012 Financial Statements under Section 8.01(a) New Notes, and solely with respect to the issuance of the Credit Agreement to on or before the earlier of (i) fifty-seven (57) days after notice to the Borrower by the trustee under the Senior Notes (or the requisite number of holders thereof) in accordance with the indenture pursuant to which the Senior Notes were issued (the “Indenture”) of the Borrower’s failure to comply with Section 4.02(a) of the Indenture and (ii) June 17New Notes, 2013. Notwithstanding anything to the contrary set forth in the Credit Agreement, the Borrower acknowledges and agrees that its failure to deliver the 2012 Financial Statements to the Administrative Agent and the Requisite Lenders hereby waive, effective as of the date hereof compliance by Borrower with any provisions of the Loan Agreement and the other Loan Documents on or before the date required pursuant hereof that would otherwise prohibit the issuance of the New Notes (including without limitation Section (d) of the definition of Unsecured Longer-Term Indebtedness of the Loan Agreement); provided, that (i) Borrower shall provide appropriate notice to the immediately preceding sentence holders of the Existing Notes (together with a copy to Agent) of its intention to redeem, refinance, and repurchase the Existing Notes as soon as is commercially reasonable and in any event no later than the second business day after the date of issuance of the New Notes, (ii) the Existing Notes shall constitute an immediate Event of Default under be redeemed, refinanced, and repurchased in full within thirty-five (35) calendar days after the Credit Agreement. date that Borrower has provided the notice described in clause (bi) Subject to and (iii) the terms and conditions New Notes, except as otherwise specifically set forth herein, shall satisfy the undersigned Lenders hereby requirements for a Permitted ULTI Refinancing in all respects. Agent’s and the Requisite Lenders’ consent to extend the deadline for delivery issuance of the Q1 2013 Financial Statements under Section 8.01(b) New Notes is given solely to the extent that the information disclosed in writing to Agent by Borrower regarding the nature and scope of the Credit Agreement issuance of the New Notes accurately reflects the issuance of the New Notes. If Agent determines in its reasonable, good faith judgment that the nature or extent of the issuance of the New Notes is materially different from the nature or extent as disclosed to on or before the earlier of (i) thirty (30) days after Agent in writing prior to the date on which hereof (including that the Borrower delivers aggregate principal amount of the 2012 Financial Statements New Notes exceeds $28,750,000), then, upon written notice by Agent to the Administrative Borrower, the waiver and consent set forth in this Section 3.1 shall terminate and be rescinded automatically without further action by Agent or any Lender, and Agent and the Lenders shall have the right to exercise any and all of their rights and remedies in accordance with Section 2(a) above and (ii) July 12, 2013. Notwithstanding anything to the contrary set forth in the Credit Agreement, the Borrower acknowledges and agrees that its failure to deliver the Q1 2013 Financial Statements to the Administrative Agent and the Lenders on or before the date required pursuant to the immediately preceding sentence shall constitute an immediate Event of Default under the Credit Agreement. (c) Subject to the terms and conditions set forth herein, of the undersigned Lenders hereby waive Loan Agreement with respect to any Default or Event of Default that occurs under Section 10.01(g) related thereto immediately and without any further passage of the Credit Agreement as a result of the default occurring under the Indenture as a result of the failure of the Borrower to comply with Section 4.02(a) of the Indenture with respect to its form 10-Q for the quarter ended March 31, 2013. The waiver set forth in this subsection (c) (the “Default Waiver”) is limited to the extent specifically set forth above and no other terms, conditions or provisions of the Credit Agreement or any other Loan Document are intended to be affected by the Default Waiver, including, without limitation, the ability of the Administrative Agent or the Lenders to declare an Event of Default under the Credit Agreement as a result of the Senior Notes becoming due and payable prior to their scheduled maturitytime.

Limited Consent and Waiver. (a) Notwithstanding Section 2(a) of 4.1 In reliance on the Fifteenth Amendment to the contraryrepresentations, warranties, covenants and agreements contained in this Fifth Amendment, and subject to the terms and satisfaction of the conditions set forth hereinbelow in this Section 4 and the conditions precedent set forth in Section 5 hereof, and notwithstanding any provision of the Credit Agreement that may prohibit the IPO Related Merger (including, without limitation, Section 9.10 of the Credit Agreement), the undersigned Administrative Agent and the Lenders hereby consent to extend the deadline for delivery of IPO Related Merger; provided, that, such consent shall be conditioned upon (a) the 2012 Financial Statements under Section 8.01(a) of the Credit Agreement to IPO Related Merger occurring on or before the earlier of (i) fifty-seven (57) days after notice to the Borrower by the trustee under the Senior Notes (or the requisite number of holders thereof) in accordance with the indenture pursuant to which the Senior Notes were issued (the “Indenture”) of the Borrower’s failure to comply with Section 4.02(a) of the Indenture February 17, 2014 and (ii) June 17the date of consummation of the IPO, 2013. Notwithstanding anything and (b) Merger LLC having no liabilities or business operations at the time of the IPO Related Merger. 4.2 In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, and subject to the contrary satisfaction of the conditions set forth below in this Section 4 and the conditions precedent set forth in the Credit AgreementSection 5 hereof, the Borrower acknowledges and agrees that its failure to deliver the 2012 Financial Statements to the Administrative Agent and the Lenders on or before the date required pursuant hereby (a) consent to the immediately preceding sentence shall constitute an immediate Event REI Equity Transfer so long as REI has no material assets or business operations at the time of Default under the Credit Agreement. REI Equity Transfer, (b) Subject to the terms and conditions set forth herein, the undersigned Lenders hereby consent to extend the deadline for delivery of the Q1 2013 Financial Statements under waive compliance with Section 8.01(b8.14(b) of the Credit Agreement to on or before the earlier of (i) thirty (30) days after the date on which the Borrower delivers the 2012 Financial Statements with respect to the Administrative Agent and the Lenders in accordance with Section 2(a) above and (ii) July 12requirement that, 2013. Notwithstanding anything to the contrary set forth in the Credit Agreementso long as REI is a Subsidiary of Borrower, the Borrower acknowledges cause REI to execute and agrees that its failure to deliver the Q1 2013 Financial Statements a supplement to the Administrative Agent Guaranty and Pledge Agreement and that the Lenders on or before Borrower pledge the date required pursuant to the immediately preceding sentence shall constitute an immediate Equity Interests in REI and (c) waive any Event of Default under the Credit Agreement. (c) Subject to the terms and conditions set forth herein, the undersigned Lenders hereby waive any Default or Event of Default that occurs under Section 10.01(g) of the Credit Agreement as a result of the default occurring under the Indenture as a result of the failure of the Borrower to comply with Section 4.02(a) of the Indenture with respect to its form 10-Q for the quarter ended March 31, 2013. The waiver set forth in this subsection (c) (the “Default Waiver”) is limited to the extent specifically set forth above and no other terms, conditions or provisions of the Credit Agreement or any other Loan Document are intended to be affected by the Default Waiver, including, without limitation, the ability of the Administrative Agent or the Lenders to declare an Event of Default currently existing under the Credit Agreement as a result of the Senior Notes becoming due Specified Non-Compliance; provided, that, the waiver set forth in the foregoing clause (b) shall expire and payable prior the Borrower shall be required to promptly and fully comply with Section 8.14(b) of the Credit Agreement if REI remains a Subsidiary of the Borrower on and as of February 18, 2014. 4.3 The consents and waivers granted pursuant to this Section 4 are limited solely to the extent expressly set forth herein and nothing contained in this Section 4 shall be deemed a consent to, or waiver of, any other action or inaction of the Borrower, the Guarantors or their scheduled maturityrespective Subsidiaries which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Loan Document, nor shall this Fifth Amendment constitute a course of conduct or dealing among the parties. The Administrative Agent and the Lenders shall have no obligation to grant any future waivers, consents, or amendments with respect to the Credit Agreement or any other Loan Document.

Limited Consent and Waiver. (a) Notwithstanding Section 2(a) of the Fifteenth Amendment to the contrary, subject Subject to the terms and conditions set forth herein, the undersigned Lenders hereby consent to extend the deadline for delivery of the 2012 Financial Statements under Section 8.01(a) of the Credit Agreement to on or before May 20, 2013; provided that, in the earlier event the requisite holders of (i) fifty-seven (57) days after notice the Senior Notes agree to extend the date by which the Borrower by is required to make available to the trustee under the Senior Notes (or and the requisite number holders thereof the annual reports and other information required by Section 4.02(a) of holders thereof) in accordance with the indenture pursuant to which the Senior Notes were issued (the “Indenture”) ), the deadline for delivery of the Borrower’s failure 2012 Financial Statements shall be further extended to comply with Section 4.02(athe earlier to occur of (i) three (3) Business Days before the date by which the holders of the Senior Notes require the Borrower to deliver such information under the Indenture and (ii) June 17, 2013. Notwithstanding anything to the contrary set forth in the Credit Agreement, the Borrower acknowledges and agrees that its failure to deliver the 2012 Financial Statements to the Administrative Agent and the Lenders on or before the date required pursuant to the immediately preceding sentence shall constitute an immediate Event of Default under the Credit Agreement. (b) Subject to the terms and conditions set forth herein, the undersigned Lenders hereby consent to extend the deadline for delivery of the Q1 2013 Financial Statements under Section 8.01(b) of the Credit Agreement to on or before the earlier of (i) thirty (30) days after the date on which the Borrower delivers the 2012 Financial Statements to the Administrative Agent and the Lenders in accordance with Section 2(a) above and (ii) July 12, 2013. Notwithstanding anything to the contrary set forth in the Credit Agreement, the Borrower acknowledges and agrees that its failure to deliver the Q1 2013 Financial Statements to the Administrative Agent and the Lenders on or before the date required pursuant to the immediately preceding sentence shall constitute an immediate Event of Default under the Credit Agreement. (c) Subject to the terms and conditions set forth herein, the undersigned Lenders hereby waive any Default or Event of Default that occurs under Section 10.01(g) of the Credit Agreement as a result of the default occurring under the Indenture as a result of the failure of the Borrower to comply with Section 4.02(a) of the Indenture with respect to timely file its form 10-Q for K with the quarter ended March 31, 2013SEC. The waiver set forth in this subsection (cb) (the “Default Waiver”) is limited to the extent specifically set forth above and no other terms, conditions or provisions of the Credit Agreement or any other Loan Document are intended to be affected by the Default Waiver, including, without limitation, the ability of the Administrative Agent or the Lenders to declare an Event of Default under the Credit Agreement as a result of the Senior Notes becoming due and payable prior to their scheduled maturity.

Limited Consent and Waiver. (a) Notwithstanding Section 2(a) Subject to the satisfaction or waiver in writing of each of the Fifteenth Amendment to the contrary, subject to the terms and conditions set forth hereinin this Section 1 and in Section 4 below and in reliance on the representations, the undersigned warranties, covenants and agreements set forth in this Amendment, Agent and Lenders hereby consent to extend the deadline for delivery SunTrust Disposition and the SunTrust Leaseback and waive the Specified Defaults; provided that each of the 2012 Financial Statements under following conditions (collectively, the “Closing Conditions”) is satisfied: (a) the SunTrust Disposition and the SunTrust Leaseback are consummated concurrently on or prior to August 9, 2019, in substantial accordance with each of the SunTrust Disposition Agreement and SunTrust Lease Documents and neither the SunTrust Disposition Agreement nor any of the SunTrust Lease Documents have been modified, amended or waived in a manner adverse to the interests of the Lenders; (b) on or prior to the date the SunTrust Disposition and the SunTrust Leaseback are consummated, , the Credit Parties shall have delivered to Agent a certificate, in form and substance satisfactory to Agent, that each of the conditions set forth herein to the consummation of the SunTrust Disposition and the SunTrust Leaseback have been satisfied; and (c) the Credit Parties shall satisfy the requirements of Section 8.01(a5.11 of the Credit Agreement with respect to the SunTrust Lease Agreements. The consent and waiver described in this Section 1 is limited solely to (i) Section 6.9 of the Credit Agreement with respect to the SunTrust Disposition; (ii) Section 6.11 of the Credit Agreement with respect to the SunTrust Leaseback, (iii) Sections 8.1(b)(iii) and 8.1(c) of the Credit Agreement to on or before the earlier of (i) fifty-seven (57) days after notice with respect to the Borrower by Specified Defaults and (iv) Sections 6.1 and 6.8 of the trustee under Credit Agreement with respect to the Senior Notes SunTrust Guaranties, and nothing contained herein shall be deemed a consent to, or waiver of, any other action or inaction of Holdings or Companies which constitutes (or the requisite number would constitute) a violation of holders thereof) in accordance with the indenture pursuant to which the Senior Notes were issued (the “Indenture”) any provision of the Borrower’s failure to comply with Section 4.02(a) of the Indenture and (ii) June 17, 2013Credit Agreement or any other Credit Document. Notwithstanding anything to the contrary set forth in the Credit Agreement or any other Credit Documents from and after the closing of the SunTrust Leaseback until the termination, waiver, or release of the SunTrust Guarantors, such SunTrust Guarantor’s obligations shall be deemed not constitute “Indebtedness” or “Consolidated Total Debt” for any purpose under the Credit Agreement, the Borrower acknowledges and agrees that its failure to deliver the 2012 Financial Statements to the Administrative Agent and . Neither the Lenders on nor Agent shall be obligated to grant any future waivers, consents or before amendments with respect to any other provision of the date required pursuant to Credit Agreement or any other Loan Document. Without limiting the immediately preceding sentence foregoing, if the SunTrust Disposition and/or the SunTrust Leaseback is consummated without satisfying any of the conditions in this Section 1 any such event shall constitute an immediate Event of Default under the Credit Agreement. (b) Subject to the terms and conditions set forth herein, the undersigned Lenders hereby consent to extend the deadline for delivery of the Q1 2013 Financial Statements under Section 8.01(b8.1(c) of the Credit Agreement to on or before the earlier of (i) thirty (30) days after the date on which the Borrower delivers the 2012 Financial Statements to the Administrative Agent and the Lenders in accordance with Section 2(a) above and (ii) July 12, 2013. Notwithstanding anything to the contrary set forth in the Credit Agreement, unless the Borrower acknowledges and agrees that its specific failure is agreed to, waived or otherwise consented to deliver the Q1 2013 Financial Statements to the Administrative Agent and the Lenders on or before the date required pursuant to the immediately preceding sentence shall constitute an immediate Event of Default under the Credit Agreementin writing by Agent. (c) Subject to the terms and conditions set forth herein, the undersigned Lenders hereby waive any Default or Event of Default that occurs under Section 10.01(g) of the Credit Agreement as a result of the default occurring under the Indenture as a result of the failure of the Borrower to comply with Section 4.02(a) of the Indenture with respect to its form 10-Q for the quarter ended March 31, 2013. The waiver set forth in this subsection (c) (the “Default Waiver”) is limited to the extent specifically set forth above and no other terms, conditions or provisions of the Credit Agreement or any other Loan Document are intended to be affected by the Default Waiver, including, without limitation, the ability of the Administrative Agent or the Lenders to declare an Event of Default under the Credit Agreement as a result of the Senior Notes becoming due and payable prior to their scheduled maturity.