Common use of Limited Waiver and Consent Clause in Contracts

Limited Waiver and Consent. Notwithstanding the provisions of Section 13(d) of the Agreement, Agent and the Lenders hereby consent to (i) the purchase of the convenience distribution assets (the “Purchase”) of Harp’s Food Stores, Inc. (“Harp”) in accordance with the terms of that certain Asset Purchase Agreement dated as of October 21, 2009 between Amcon and Harp (the “Purchase Agreement”), (ii) the incurrence of debt in the amount $500,000 payable by Amcon to Harp subject to the requirements of Section 13(b) of the Agreement and (iii) the payment of certain contingent payments to be made by Amcon to Harp in accordance with the terms of the Purchase Agreement (the “Harp Contingent Payment”) subject to the following conditions: (a) the amount of such contingent payments paid to Harp by the Borrowers may not exceed One Million Forty Thousand Dollars ($1,040,000) in the aggregate at any time, (b) no Event of Default has occurred or would be caused by the making of any such contingent payment after giving effect thereto (including, but not limited to, all financial covenants set forth in Section 14 of the Loan Agreement) and (c) the Borrowers have Average Excess Availability of not less than Five Million Dollars ($5,000,000) for the thirty day period immediately prior to the payment of such contingent payment and after giving effect to the payment of such contingent payment. The consent provided herein shall be limited to the matter set forth herein and shall not suspend, waive or affect any other covenant, condition or definition contained in the Loan Agreement. Except as otherwise provided herein, all provisions, terms and conditions of the Loan Agreement remain in full force and effect. The consent is granted only for the specific instance specified herein and in no manner creates a course of dealing or otherwise impairs the future ability of Lenders to declare an Event of Default under or otherwise enforce the terms of the Loan Agreement.

Limited Waiver and Consent. Notwithstanding (a) In reliance upon the provisions of Section 13(d) representations, warranties, acknowledgements, and covenants of the Borrower contained in this Agreement, and subject to the limitations and other terms of this Agreement, the Agent, the Majority Lenders, and the Swap Lenders hereby: (i) consent to the CBCA Proceedings and, with effect during the Consent Period and subject to the terms of this Agreement, hereby waives the Relevant Defaults and the rights of the Agent, the Lenders and the Swap Lenders in respect of such Relevant Defaults, including all rights and effects arising out of or in connection with the Relevant Defaults under the Hedge Agreements to which any Swap Lender is a party. For greater certainty, such waiver shall cease and all of the rights of the Agent and the Lenders hereby other Secured Parties arising out of or in connection with the Relevant Defaults shall continue at the end of the Consent Period as if the foregoing consent, agreement and waiver had not been given, subject to Section 2.1(c) below; and (ii) upon the Recapitalization Closing Date and provided that the Consent Period has not terminated prior to such date, consents to: (A) the incurrence by the Borrower, in connection with the Recapitalization, of New Third Lien Notes in the aggregate principal amount up to U.S. $50,000,000, as Permitted Debt under the Credit Agreement; and (B) consent to the Third Lien Security as a Permitted Lien under the Credit Agreement if and for so long as such Third Lien Security shall be subject to the Third Lien Intercreditor Agreement. (ib) If any Termination Event occurs and is continuing, the purchase Agent may, and at the request of the convenience distribution assets Majority Lenders shall, terminate the Consent Period by giving written notice of such termination to the Borrower (a “Termination Notice”). The Agent may at any time, and at the “Purchase”request of the Majority Lenders shall (unconditionally or subject to any terms and conditions it may specify), revoke any Termination Notice by giving written notice of such revocation to the Borrower. (c) of Harp’s Food StoresUpon the Recapitalization Closing Date and provided that the Consent Period has not terminated prior to such date, Inc. (“Harp”) the Relevant Defaults shall be deemed to have been cured from and after such date, the Credit Agreement will continue to remain in effect and the Credit Facilities shall remain available to the Borrower in accordance with the terms of that certain Asset Purchase Agreement dated as of October 21, 2009 between Amcon and Harp (the “Purchase Agreement”), (ii) the incurrence of debt in the amount $500,000 payable by Amcon to Harp subject to the requirements of Section 13(b) of the Agreement and (iii) the payment of certain contingent payments to be made by Amcon to Harp in accordance with the terms of the Purchase Agreement Credit Agreement. (d) Notwithstanding the “Harp Contingent Payment”) subject to termination of the following conditions: (a) the amount of such contingent payments paid to Harp by the Borrowers may not exceed One Million Forty Thousand Dollars ($1,040,000) Consent Period, in the aggregate at any timecase of an Alternative CBCA Outcome, (b) no Event of Default has occurred or would be caused by the making of any such contingent payment after giving effect thereto (including, but not limited to, all financial covenants set forth in Section 14 of the Loan Agreement) and (c) the Borrowers have Average Excess Availability of not less than Five Million Dollars ($5,000,000) for the thirty day period immediately prior to the payment of such contingent payment and after giving effect to the payment of such contingent payment. The consent provided herein CBCA Waiver shall be limited to the matter set forth herein and shall not suspend, waive or affect any other covenant, condition or definition contained in the Loan Agreement. Except as otherwise provided herein, all provisions, terms and conditions of the Loan Agreement remain in full force and effect. The consent is granted only for the specific instance specified herein and in no manner creates a course of dealing or otherwise impairs the future ability of Lenders to declare an Event of Default under or otherwise enforce the terms of the Loan Agreementcontinue.

Limited Waiver and Consent. Notwithstanding (a) Subject to the provisions of Section 13(dsatisfaction (or waiver) of the AgreementWaiver and Consent Conditions (as defined below), the Administrative Agent and the Requisite Lenders hereby (x) consent to the consummation of the transactions pursuant to (i) the purchase of the convenience distribution assets (the “Purchase”) of Harp’s Food StoresPurchase and Sale Agreement, Inc. (“Harp”) in accordance with the terms of that certain Asset Purchase Agreement dated as of October 21March 2, 2009 between Amcon and Harp 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Venetian Purchase Agreement”), by and among Pioneer OpCo, LLC, a Nevada limited liability company, and VICI Properties L.P., a Delaware limited partnership (ii) “VICI”), as purchasers, and the incurrence Borrower, as seller, including, without limitation the sale of debt in the amount $500,000 payable by Amcon to Harp subject Venetian Facility pursuant to the requirements of Section 13(b) of the Agreement and (iii) the payment of certain contingent payments to be made by Amcon to Harp in accordance with the terms of the Venetian Purchase Agreement (the “Harp Contingent PaymentVenetian Sale”) subject and (ii) the Purchase and Sale Agreement, dated as of March 2, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Real Estate Purchase Agreement” and, together with the Venetian Purchase Agreement, the “Purchase Agreements”), by and between VICI, as purchaser, and the Borrower, as seller, and (y) agree to waive any restrictions in the Existing Credit Agreement, including, without limitation, those set forth in Section 6.3 and Section 6.5, with respect to the following conditions: Venetian Sale and the other transactions contemplated by the Purchase Agreements. Each party hereto hereby acknowledges that the waiver and consent contained in this Section 5 does not constitute and is not to be deemed a consent to any other actions or a waiver of any other right, power, or privilege under the Existing Credit Agreement or any other Credit Document and the waiver provided hereby shall not imply that any future waiver will be granted. (ab) As used herein, “Waiver and Consent Conditions” means (i) the consummation of the Venetian Sale and (ii) on or prior to the consummation of the Venetian Sale, payment to the Administrative Agent by the Borrower for the account of each Lender party to this Amendment, a non-refundable fee equal to the product of [***]% and the amount of such contingent payments paid to Harp by the Borrowers may not exceed One Million Forty Thousand Dollars ($1,040,000) in the aggregate at any time, (b) no Event of Default has occurred or would be caused by the making of any such contingent payment after giving effect thereto (including, but not limited to, all financial covenants set forth in Section 14 of the Loan Agreement) and (c) the Borrowers have Average Excess Availability of not less than Five Million Dollars ($5,000,000) for the thirty day period Lender’s Revolving Commitment immediately prior to the payment effectiveness of such contingent payment and after giving effect to the payment of such contingent payment. The consent provided herein shall be limited to the matter set forth herein and shall not suspend, waive or affect any other covenant, condition or definition contained in the Loan Agreement. Except as otherwise provided herein, all provisions, terms and conditions of the Loan Agreement remain in full force and effect. The consent is granted only for the specific instance specified herein and in no manner creates a course of dealing or otherwise impairs the future ability of Lenders to declare an Event of Default under or otherwise enforce the terms of the Loan Agreementthis Amendment.

Limited Waiver and Consent. Notwithstanding the provisions of Section 13(d) of the Agreement, Agent The Company requested and the Lenders hereby consent Holders have agreed to waive (i) the purchase of the convenience distribution assets (the “Purchase”) of Harp’s Food Stores, Inc. (“Harp”) in accordance with the terms of that certain Asset Purchase Agreement dated as of October 21, 2009 between Amcon Specified Defaults and Harp (the “Purchase Agreement”), (ii) the incurrence of debt requirement for the Company to comply with the minimum liquidity financial covenant set forth in the amount $500,000 payable by Amcon to Harp subject to the requirements of Section 13(b8(J)(i) of the Agreement Existing Notes until the last day of the Liquidity Period (the “Specified Waivers and (iii) Consents”). This limited waiver and consent shall be limited precisely as written and no other terms, covenants or provisions of the payment of certain contingent payments to be made by Amcon to Harp in accordance with the terms of Notes, the Purchase Agreement (the “Harp Contingent Payment”) subject or any other Transaction Document are intended to be waived, amended or otherwise effected hereby. The Specified Waivers and Consents shall relate solely to the following conditionsSpecified Defaults described above in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the Notes or any other Transaction Document, and shall not in any way or manner restrict the Agent or any Holder from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one of the Specified Defaults as expressly enumerated above and conditioned in this Section 3) at any time in respect of the Notes or any other Transaction Document. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by any Note Party with respect to any other term, provision or condition of the amount of such contingent payments paid Notes or any other Transaction Document, or any other instrument or agreement referred to Harp by the Borrowers may not exceed One Million Forty Thousand Dollars ($1,040,000) in the aggregate at any time, therein; or (b) no Event of Default has occurred or would be caused by the making of create any such contingent payment after giving effect thereto (including, but not limited to, all financial covenants set forth in Section 14 of the Loan Agreement) and (c) the Borrowers have Average Excess Availability of not less than Five Million Dollars ($5,000,000) for the thirty day period immediately prior to the payment of such contingent payment and after giving effect to the payment of such contingent payment. The consent provided herein shall be limited to the matter set forth herein and shall not suspend, waive or affect any other covenant, condition or definition contained in the Loan Agreement. Except as otherwise provided herein, all provisions, terms and conditions of the Loan Agreement remain in full force and effect. The consent is granted only for the specific instance specified herein and in no manner creates a course of dealing or otherwise impairs impair or prejudice any right or remedy that the Agent or any other Holder may now have or may have in the future ability of Lenders to declare an Event of Default under or otherwise enforce in connection with the terms of the Loan AgreementNotes or any other Transaction Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 3.