Common use of Limited Waiver Clause in Contracts

Limited Waiver. The Borrower hereby acknowledges that (i) certain Persons who constituted a “Subsidiary” (prior to giving effect to this Amendment) failed to execute the Guaranty and Pledge Agreement on and after the Closing Date (through the date of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”) under the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 hereof, the Lenders hereby waive the Specified Events of Default. The Borrower acknowledges and agrees that the limited waiver contained in the foregoing sentence shall not be deemed to be or constitute a consent to any future action or inaction on the part of the Borrower, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenant, term or provision in the Credit Agreement or any other Loan Document, and shall not hinder, restrict or otherwise modify the rights and remedies of the Administrative Agent or the Lenders following the occurrence of any other Default or Event of Default (whether now existing or hereafter arising) under the Credit Agreement or any other Loan Document.

Limited Waiver. The Borrower (a) Subject to the representations and warranties of the Corporation and the terms and conditions set forth in this Amendment, the Holder hereby acknowledges that waives any Event of Default under the Debenture due to any past or present event of default existing under the SVB Credit Agreement (i) certain Persons who constituted a “Subsidiary” (as such term was defined in the Debenture prior to giving effect to this Amendment) failed to execute the Guaranty and Pledge Agreement on and after the Closing Date (through the date of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events Waived Event of Default”). (b) under the Credit Agreement. Subject to the satisfaction of the conditions The limited waiver set forth in Section 3 hereof, the Lenders hereby waive the Specified Events of Default. The Borrower acknowledges this Amendment shall be limited precisely as written and agrees that the limited waiver contained in the foregoing sentence shall not be deemed (i) to be a forbearance, waiver or constitute modification of any other term or condition of the Debenture, the consent and waiver or of any other instrument or agreement referred to therein or to prejudice any right or remedy which the Holder may now have or may have in the future under or in connection with the Debenture or any instrument or agreement referred to therein other than with respect to the Waived Event of Default; (ii) to be a consent to any future action amendment or inaction on modification, forbearance or waiver to any instrument or agreement the part execution and delivery of which is consented to hereby, or to any waiver of any of the Borrower, shall not waive provisions thereof; or amend (iii) to limit or be deemed impair the Holder’s right to be or constitute a waiver demand strict performance of or amendment to) any other covenant, term or provision in the Credit Agreement or any other Loan Document, all terms and shall not hinder, restrict or otherwise modify the rights and remedies of the Administrative Agent or the Lenders following the occurrence covenants as of any other Default or Event of Default (whether now existing or hereafter arising) under date. Except as expressly amended hereby, the Credit Agreement or any other Loan DocumentDebenture and the limited waiver shall continue in full force and effect.

Limited Waiver. The In reliance upon the representations and warranties made by the Borrower hereby acknowledges that (i) certain Persons who constituted a “Subsidiary” (prior to giving effect to this Amendment) failed to execute the Guaranty and Pledge Agreement on and after the Closing Date (through the date in favor of the Agent and Lenders set forth in Article IV below and subject to the prior satisfaction of the conditions to effectiveness set forth in Article III below, the Agent and the Required Lenders hereby waive the Event of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred Default arising under Section 7.1 10.1(d) of the Credit Agreement, in each case, resulting in an Event Agreement as a result of Default Additional Guarantor’s (as defined below) failure to expressly join the Credit Agreement as a Guarantor pursuant to Section 7.11(a) of the Credit Agreement (the “Specified Events Event of Default”) under the Credit Agreement). Subject The waiver set forth above is limited solely to the satisfaction of the conditions set forth in Section 3 hereof, the Lenders hereby waive the Specified Events of Default. The Borrower acknowledges specific matter listed above and agrees that the limited waiver contained in the foregoing sentence shall not be deemed to be or constitute a consent to any future action or inaction on the part of the Borrower, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenant, term or provision in the Credit Agreement or any other Loan Document, and shall not hinder, restrict or otherwise modify the rights and remedies of the Administrative Agent or the Lenders following the occurrence of any other Default or Event of Default (whether now existing other than the Specified Event of Default) or hereafter arisingan amendment of any other provision of the Credit Agreement. Furthermore, except as specifically waived herein, nothing contained in this Amendment shall directly or indirectly in any way whatsoever either: (a) impair, prejudice, or otherwise adversely affect the rights of the Lenders or the Agent at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or the Other Documents; or (b) constitute any course of conduct, course of dealing, or other basis for altering any obligation of the Borrower under the Credit Agreement or any other Loan Documentthe Other Documents.

Limited Waiver. The Borrower Upon satisfaction of the conditions and covenants set forth in Sections 3.01 and 3.02 of this Amendment, Lender hereby acknowledges that consents to (i) the transfer by Lowrance of certain Persons who constituted a “Subsidiary” of its Inventory and Equipment to the leased manufacturing facility of.Electronica Lowrance De Mexico S.A. De C.V. located in Ensenado, Mexico (prior to giving effect to this Amendment) failed to execute the Guaranty and Pledge Agreement on and after the Closing Date (through the date of the effectiveness of this Amendment) "Mexican Manufacturing Facility"), and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fundthe transfer into the Guaranty Trust by Lowrance of (A) all issued and outstanding capital stock of Electronica Lowrance De Mexico S. A. De C.V. now or hereafter owned by Lowrance and (B) all of its Inventory, L.P. Equipment and its general partnerother Collateral now or hereafter situated at the Mexican Manufacturing Facility (collectively, Xxxxx Xxxxxxx Investment Management LLCthe "Transfer"), incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”iii) under the Credit Agreement. Subject consents to the satisfaction deregistration of Lowrance Australia and the conditions set forth in Section 3 hereof, the Lenders hereby waive the Specified Events transfer by Lowrance Australia of Default. The Borrower acknowledges all of its Properties to Lowrance and agrees that the limited waiver contained in the foregoing sentence shall not be deemed to be or constitute a consent to (iv) waives any future action or inaction on the part of the Borrower, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenant, term or provision in the Credit Agreement or any other Loan Document, and shall not hinder, restrict or otherwise modify the rights and remedies of the Administrative Agent or the Lenders following the occurrence of any other Default or Event of Default (whether now existing or hereafter arising) under the Credit Loan Agreement or which would otherwise arise under the Loan Agreement solely by reason of the consummation of the Transfer and such deregistration. Except as specifically provided in this Article IV, nothing contained in this Amendment shall be construed as a waiver by Lender of any covenant or provision of the Loan Agreement, the Other Agreements, this Amendment, or of any other contract or instrument between Borrower and Lender, and the failure of Lender at any time or times hereafter to require strict performance by Borrower of any provision thereof shall not waive, affect or diminish any right of Lender to thereafter demand strict compliance therewith. Lender hereby reserves all rights granted under the Loan DocumentAgreement, the Other Agreements, this Amendment and any other contract or instrument between Borrower and Lender.

Limited Waiver. The Borrower hereby acknowledges that (i) certain Persons who constituted a “Subsidiary” (prior to giving effect to In reliance on the representations, warranties, covenants and agreements contained in this Amendment) failed , and subject to execute the Guaranty terms and Pledge Agreement on conditions set forth below in this Section 2 and after the Closing Date (through the date of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”) under the Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Lenders hereby waive the Specified Events Potential Default; provided that, this limited waiver is expressly limited as follows: (a) such waiver is limited solely to the Potential Default and shall not constitute a waiver of any other Default or Event of Default, whether now existing or hereafter arising, under the Credit Agreement or any other Loan Document, (b) such waiver shall not apply with respect to any other violation or breach of Section 7.11(c) of the Credit Agreement that has occurred or may occur from time to time hereafter, and (c) such waiver is a limited one-time waiver, and nothing contained herein shall be deemed a consent to, or waiver of, any other action or inaction of Borrower or the other Credit Parties which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Loan Document, or which constitutes (or would constitute) a Default or Event of Default. The Borrower acknowledges and agrees that the limited waiver contained in the foregoing sentence nothing herein shall not be deemed to be or constitute construed as a consent to any future action or inaction on the part of the Borrower, shall not waive or amend (or be deemed to be or constitute a continuing waiver of or amendment to) any other covenant, term or provision in provisions of the Credit Agreement or any other Loan Document, and shall not hinder, restrict or otherwise modify . Neither the rights and remedies of Lenders nor the Administrative Agent shall be obligated to grant any future waivers, consents or the Lenders following the occurrence of amendments with respect to any other Default or Event provision of Default (whether now existing or hereafter arising) under the Credit Agreement or any other Loan Document.

Limited Waiver. The (a) Borrower hereby acknowledges agrees and acknowledges, and represents and warrants to Lender, that (i) certain Persons who constituted a “Subsidiary” (prior to giving effect to this Amendment) failed to execute the Guaranty and Pledge Agreement on and after the Closing Date (through the date of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Specified Event of Default has occurred, is continuing and is not subject to cure or has not been cured within the applicable cure period. (b) At the “Specified Events request of Default”) under the Credit Agreement. Subject and as an accommodation to Borrower and subject to the satisfaction of the terms and conditions set forth in Section 3 hereofherein, the Lenders Lender hereby waive waives the Specified Events Event of Default. The Borrower acknowledges and agrees that the limited waiver contained set forth in this Section 3 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to, except as expressly provided herein with respect to the Specified Event of Default, (i) be a consent to any amendment, waiver or modification of any term or condition of the Loan and Security Agreement or of any other Loan Document; (ii) prejudice any right that Lender has or may have in the foregoing sentence future under or in connection with the Loan and Security Agreement or of any other Loan Document; (iii) waive any Event of Default that may exist as of the date hereof; or (iv) waive compliance with the Loan and Security Agreement with respect to any Loan Party or transaction. The limited waiver set forth in this Section 3 shall not be deemed to be establish a custom or constitute a consent to course of dealing among any future action or inaction of the Loan Parties, on the part of the Borrowerone hand, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenant, term or provision in the Credit Agreement Agent or any Lender, on the other Loan Document, and shall not hinder, restrict or otherwise modify the rights and remedies of the Administrative Agent or the Lenders following the occurrence of any other Default or Event of Default (whether now existing or hereafter arising) under the Credit Agreement or any other Loan Documenthand.

Limited Waiver. The Borrower hereby acknowledges that (i) certain Persons who constituted a “Subsidiary” (prior to giving effect to this Amendment) failed to execute the Guaranty Effective upon, and Pledge Agreement on and after the Closing Date (through the date of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fundsubject to, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”) under the Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, 5 below: (a) The Administrative Agent and the Lenders party hereto (which Lenders collectively constitute the Required Lenders) hereby waive (i) compliance with the Specified Events Consolidated Leverage Ratio financial covenant set forth in Section 7.10(b) of Defaultthe Credit Agreement as of the end of the fiscal quarter and fiscal year ended March 31, 2018 and (ii) any Default or Event of Default that would occur absent the waiver set forth in clause (i) above solely as a result of any failure by the Borrower to comply with such Consolidated Leverage Ratio financial covenant for such periods. The Borrower acknowledges and agrees that the This is a limited waiver contained in solely with respect to compliance with Section 7.10(b) for the foregoing sentence fiscal quarter and fiscal year ended March 31, 2018 and shall not be deemed to be or constitute a consent to any future action or inaction on the part of the Borrower, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment toSection 7.10(b) for any other covenant, term periods or provision in the Credit Agreement or any other Loan Document, and shall not hinder, restrict or otherwise modify the rights and remedies of the Administrative Agent or the Lenders following the occurrence of any other Default or Event of Default (whether now existing known or hereafter arisingunknown) under or any future breach of the Credit Agreement, any of the other Loan Documents or any other requirements of any provision of the Credit Agreement or any other Loan DocumentDocuments, and shall not be deemed to prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with any Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended from time to time. The foregoing waiver shall also not be deemed to operate as, or obligate the Administrative Agent or the Lenders to grant any future waiver or modification of, or consent to, any other term, condition or Default or Event of Default under the Credit Agreement. Nothing contained herein shall constitute a course of conduct or dealing among the parties.

Limited Waiver. The Borrower In reliance on the representations, warranties, covenants and agreements contained in this Fourth Amendment, the receipt and sufficiency of which are hereby acknowledges that (i) certain Persons who constituted a “Subsidiary” (prior to giving effect to this Amendment) failed to execute the Guaranty acknowledged and Pledge Agreement on confessed, and after the Closing Date (through the date of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”) under the Credit Agreement. Subject subject to the satisfaction of the conditions set forth condition precedent in Section 3 7 hereof, the Lenders party hereto hereby waive the Specified Events of Default. The Borrower acknowledges and agrees Defaults; provided that the limited waiver nothing contained in the foregoing sentence shall not be deemed to be herein, nor any past indulgence by Administrative Agent or constitute a consent to any future Lender nor any other action or inaction on the part behalf of the BorrowerAdministrative Agent or any Lender, shall not waive or amend (constitute or be deemed to be or constitute a consent to, or waiver of or amendment to) of, any other covenantaction or inaction of the Borrower or any of the other Credit Parties which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Loan Document, term or which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document, nor shall this Fourth 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 any provision in of the Credit Agreement or any other Loan Document, and the parties hereto agree that the limited waiver provided herein shall solely constitute a one-time waiver of the Specified Defaults, and shall not hinderwaive, restrict affect or otherwise modify the rights and remedies diminish any right of the Administrative Agent or and the Lenders following the occurrence of any other Default or Event of Default (whether now existing or to hereafter arising) under demand strict compliance with the Credit Agreement or any and the other Loan DocumentDocuments. For the avoidance of doubt, the limited waiver provided for in this Section 2 does not extend to, and shall not be construed as, a waiver of any Specified Default Interest (as defined below).

Limited Waiver. The Borrower hereby acknowledges that (iEvents of Default may occur pursuant to Section 7.1(e)(ii) certain Persons who constituted a “Subsidiary” (prior to giving effect to this Amendment) failed to execute the Guaranty and Pledge Agreement on and after the Closing Date (through the date of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit AgreementAgreement due to the Credit Parties’ potential failure to comply with Section 4.19(a) of the Existing Credit Agreement (any and all such Events of Default described in foregoing, in each case, resulting in an together with any Event of Default (arising from the Borrower’s failure to provide notice of same to the Agent, collectively, the “Specified Events Designated Potential Defaults”). Effective as of Default”) under the Credit Agreement. Subject date hereof, subject to the satisfaction of the conditions set forth in Section 3 4 hereof, to the extent constituting Events of Default, Agent and the Lenders signatory hereto, constituting the Required Lenders and the Required Revolving Lenders, hereby waive the Specified Events of DefaultDesignated Potential Defaults. The Borrower acknowledges and agrees that the limited waiver contained in this Section 2 is a limited waiver and (i) shall only be relied upon and used for the foregoing sentence specific purposes expressly set forth herein, (ii) shall not constitute nor be deemed to be or constitute a consent to any future action or inaction on the part waiver, except as otherwise expressly set forth herein, of the Borrower, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment toa) any other covenant, term or provision in the Credit Agreement or any other Loan Document, and shall not hinder, restrict or otherwise modify the rights and remedies of the Administrative Agent or the Lenders following the occurrence of any other Default or Event of Default (whether now existing other than the Designated Potential Defaults) or hereafter arising(b) under any term or condition of the Credit Agreement and the other Loan Documents, (iii) shall not constitute nor be deemed to constitute a consent by the Agent or any Lender to anything other Loan Documentthan the specific purpose set forth herein and (iv) shall not constitute a custom or course of dealing among the parties hereto.

Limited Waiver. The (a) Subject to the occurrence of the Effective Date, the Borrower hereby acknowledges that requests, and the Administrative Agent and the Majority Lenders hereby agree to, the Waiver Request. (ib) certain Persons who constituted The consent, waiver and agreements contained herein, shall not be a “Subsidiary” (prior to giving effect to this Amendment) failed to execute consent, waiver or agreement by the Guaranty and Pledge Agreement on and after Administrative Agent or the Closing Date (through the date Lenders of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified any Defaults or Events of Default”) under , as applicable, which may exist (other than, for the Credit Agreement. Subject avoidance of doubt, with respect to the satisfaction of the conditions set forth in Section 3 hereofSeptember 30, the Lenders hereby waive the Specified Events of Default. The Borrower acknowledges and agrees that the limited waiver contained 2020 Current Ratio) or which may occur in the foregoing sentence shall not be deemed to be or constitute a consent to any future action or inaction on the part of the Borrower, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenant, term or provision in under the Credit Agreement or any other Loan Document, and or any future defaults of the same provision waived hereunder (collectively, “Violations”). Similarly, nothing contained in this Agreement shall not hinderdirectly or indirectly in any way whatsoever: (i) impair, restrict prejudice or otherwise modify the rights and remedies of adversely affect the Administrative Agent Agent’s or the Lenders following the occurrence of Lenders’ right at any other Default time to exercise any right, privilege or Event of Default (whether now existing or hereafter arising) under remedy in connection with the Credit Agreement or any other Loan Document, as the case may be, with respect to any Violations, (ii) except as expressly set forth herein, amend or alter any provision of the Credit Agreement, the other Loan Documents, or any other contract or instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of the Borrower or any right, privilege or remedy of the Administrative Agent or the Lenders under the Credit Agreement, the other Loan Documents, or any other contract or instrument, as applicable. Nothing in this Agreement shall be construed to be a consent by the Administrative Agent or the Lenders to any Violations.

Limited Waiver. The Borrower hereby acknowledges and agrees that (i) certain Persons who constituted a “Subsidiary” (prior to giving effect to this Amendment) failed to execute the Guaranty and Pledge Agreement on and after the Closing Date (through the date each of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”) , if not for the waiver in the immediately succeeding sentence, have occurred under the Credit Existing Loan Agreement. Subject to the satisfaction terms and conditions of this Agreement and the conditions set forth in Section 3 hereofother Transaction Documents, the Agent and Required Lenders under the Existing Loan Agreement hereby waive the Specified Events of DefaultDefaults. The Borrower acknowledges and agrees parties hereto agree that the limited waiver contained set forth in the foregoing sentence this Section 11.27 shall be limited precisely as written and, except as expressly set forth in this Section 11.27, shall not be deemed to be or constitute a consent to any future action amendment, waiver, or inaction on modification of any other term or condition of this Agreement or any other Transaction Document. For purposes of this Section 11.27, “Specified Events of Default” shall mean any Event of Default pursuant to Section 9.01 resulting, prior to the part date hereof, from the failure of the Borrower to cause a UCC financing and/or continuation statements naming the Borrower as debtor, the Collateral Agent as secured party, and covering all assets of the Borrower, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenant, term or provision on file in the Credit State of Delaware as required pursuant to the Security Agreement or any and the other Loan Document, and shall not hinder, restrict or otherwise modify the rights and remedies of the Administrative Agent or the Lenders following the occurrence of any other Default or Event of Default (whether now existing or hereafter arising) under the Credit Agreement or any other Loan Document.Transaction Documents. [Signature Pages Follow]

Limited Waiver. The (a) Each undersigned Lender and Tranche B Investor hereby waives compliance by the Borrower hereby acknowledges that with Section 4.3 (iChanges in Locations, Name, Etc.) certain Persons who constituted a “Subsidiary” (of the Pledge and Security Agreement to the extent, but only to the extent, of the failure, if any, of the Borrower prior to giving effect the Effective Date to this Amendmentdeliver 15 days’ prior written notice to the Administrative Agent with respect to the name change (or other change) failed to execute of any Subsidiary. (b) Except as expressly set forth herein, the Guaranty waiver set forth in Clause (a) above (the “Waiver”) shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and Pledge Agreement on and after the Closing Date (through the date remedies of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities FundAdministrative Agent, L.P. and its general partnerthe Lenders, Xxxxx Xxxxxxx Investment Management LLCthe Tranche B Investors, incurred Indebtedness that was not permitted to be incurred or the Issuers under Section 7.1 of the Existing Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”) under the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 hereof, the Lenders hereby waive the Specified Events of Default. The Borrower acknowledges and agrees that the limited waiver contained in the foregoing sentence shall not be deemed to be or constitute a consent to any future action or inaction on the part of the Borrower, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenant, term or provision in the Restated Credit Agreement or any other Loan Document, and shall not hinderalter, restrict modify, amend or otherwise modify the rights and remedies in any way affect any of the Administrative Agent terms, conditions, obligations, covenants or agreements contained in the Lenders following Existing Credit Agreement, the occurrence of any other Default or Event of Default (whether now existing or hereafter arising) under the Restated Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document in similar or different circumstances. The Waiver shall apply and be effective only with respect to the provisions of the Pledge or Security Agreement specifically referred to herein.

Limited Waiver. The Borrower hereby acknowledges that (i) certain Persons who constituted Deltic Real Estate Investment Company, a “Subsidiary” (prior to giving effect to this Amendment) failed to execute Subsidiary Loan Party, filed a Certificate of Dissolution with the Guaranty and Pledge Agreement Delaware Secretary of State on and after the Closing Date (through the date of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities FundApril 20, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, 2009 resulting in an Event of Default (the “Specified Events Event of Default”) under Section 7.3(a) of the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 6 hereof, the Lenders hereby waive the Specified Events Event of DefaultDefault arising from the Borrower’s failure to comply with the requirements of Section 7.3(a) of the Credit Agreement. The Borrower acknowledges and agrees that the limited waiver contained in the foregoing sentence shall not be deemed to be or constitute a consent to any future action or inaction on the part of the Borrower, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenant, term or provision in the Credit Agreement or any other Loan Document, and shall not hinder, restrict or otherwise modify the rights and remedies of the Administrative Agent or the Lenders following the occurrence of any other Default or Event of Default (whether now existing or hereafter arising) under the Credit Agreement or any other Loan Document.

Limited Waiver. The Borrower hereby acknowledges that Subject to the terms and conditions hereof, and without limiting the requirement set forth in Section 7.6(g) of the Credit Agreement (i) certain Persons who constituted a “Subsidiary” (prior to after giving effect to this Amendment) failed to execute ), following the Guaranty and Pledge Agreement on and after the Closing Date (through the date occurrence of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Event of Default (the “Specified Events of Default”) under the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 hereofThird Amendment Effective Date, the undersigned Lenders hereby waive the Specified Events requirement that the Borrower prepay the Loans pursuant to Section 2.12(a) of Defaultthe Credit Agreement solely with respect to the Net Cash Proceeds received by the Borrower in respect of the Propel Disposition. The waiver set forth in the foregoing sentence is a one-time waiver and is limited to the extent specifically set forth above and no other terms, covenants or provisions of the Credit Agreement or any other Loan Document are intended to be affected hereby all of which remain in full force and effect. The Borrower acknowledges and agrees that the limited waiver contained in the foregoing sentence this Section 4 shall not be deemed to be or constitute a consent to any future action or inaction on the part of the BorrowerBorrower or any other Loan Party, shall not waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenant, term or provision in the Credit Agreement or any of the other Loan DocumentDocuments, and shall not hinder, restrict or otherwise modify the rights and remedies of the Administrative Agent or the Lenders following the occurrence of any other Event of Default or any other event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default (whether now existing or hereafter arising) under the Credit Agreement or any other Loan Document.

Limited Waiver. The Borrower Agent and Lenders party hereto hereby acknowledges that (i) certain Persons who constituted a “Subsidiary” (prior to giving effect to this Amendment) failed to execute the Guaranty and Pledge Agreement on and after the Closing Date (through the date waive Section 10.2.12 of the effectiveness Loan Agreement to the extent, and solely to the extent, necessary to permit Xxxxxx to agree and to comply with clauses (ii)(A), (iii)(F), (iv), (viii)(C), or, insofar as it relates to any Contract (as defined in the Merger Agreement) evidencing Borrowed Money, (ix)(C) of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 5.1 of the Credit Merger Agreement; provided, in each case, resulting in an Event of Default that (a) the “Specified Events of Default”) under the Credit Agreement. Subject to the satisfaction of the conditions waivers set forth in Section 3 hereof, the Lenders hereby waive the Specified Events of Default. The Borrower acknowledges above shall be limited precisely as written and agrees that the limited waiver contained in the foregoing sentence shall not be deemed or otherwise construed to be or constitute a consent to any future action or inaction on the part of the Borrower, shall not waive or amend (or be deemed to be or constitute a waiver of any Default or amendment to) Event of Default or of any other covenantprovision of the Loan Agreement or any other Loan Document or to prejudice any right, term power or provision remedy which the Agent or any Lender may now have or may have in the Credit future under or in connection with any such other Default, other Event of Default or other provision of the Loan Agreement or any other Loan Document, all of which rights, power and remedies are hereby expressly reserved by the Agent and Lenders; (b) neither the waivers set forth above nor Xxxxxx’x agreement to comply with the above provisions of the Merger Agreement shall not hinder, restrict be deemed or otherwise modify the rights and remedies construed to constitute a waiver or modification of any of the Administrative Agent or the Lenders following the occurrence of any other Default or Event of Default (whether now existing or hereafter arising) Borrowers’ obligations, liabilities and indebtedness under the Credit Loan Agreement or and any other Loan DocumentDocuments, all of which shall, except as expressly provided herein, remain unmodified and in full force and effect and are hereby ratified and confirmed; and (c) no Person (including any of the Parent Parties) shall have any rights as a third party beneficiary of the waivers set forth above.

Limited Waiver. The Borrower hereby acknowledges Holdings and the Borrowers acknowledge that (i) certain Persons who constituted a “Subsidiary” (prior to giving effect to this Amendment) failed to execute the Guaranty and Pledge Agreement on and after the Closing Date (through the date of the effectiveness of this Amendment) and (ii) Xxxxx Xxxxxxx Municipal Opportunities Fund, L.P. and its general partner, Xxxxx Xxxxxxx Investment Management LLC, incurred Indebtedness that was not permitted to be incurred under Section 7.1 of the Credit Agreement, in each case, resulting in an Specified Event of Default (has occurred and is continuing, and represent and warrant that as of the “Specified date hereof, no Defaults or Events of Default have occurred and are continuing other than the Specified Event of Default”) under the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 hereofbelow, and in reliance on the representations and warranties set forth in Section 4 below, the Required Lenders hereby waive the Specified Events Event of Default; provided, that Holdings and the Borrowers deliver the Audited 2016 Financial Statements to the Administrative Agent in accordance with Section 5.1(a) of the Credit Agreement, as amended by this Amendment. The Borrower acknowledges and agrees that the This is a limited waiver contained in the foregoing sentence and shall not be deemed to be (a) waive, release, modify or constitute a consent limit the obligations of Holdings or any Borrower to any future action or inaction on the part otherwise comply with all terms and conditions of the BorrowerCredit Agreement and the other Loan Documents, shall not (b) waive or amend (or be deemed to be or constitute a waiver of or amendment to) any other covenantexisting or future Default or Event of Default, term or provision (c) prejudice any right or remedy that the Administrative Agent or any Lender may have presently or in the future under or in connection with the Credit Agreement or any other Loan Document, and shall not hinder, restrict or otherwise modify the Document (all of which rights and remedies of are expressly reserved), in each case, except at expressly provided herein. This waiver shall be effective only in this specific instance and for the Administrative Agent or the Lenders following the occurrence of specific purpose for which this waiver is given. This waiver shall not entitle Holdings nor any Borrower to any other Default or Event of Default (whether now existing further waiver in any similar or hereafter arising) under the Credit Agreement or any other Loan Documentcircumstances.