Common use of Limited Waivers Clause in Contracts

Limited Waivers. The Borrower has advised the Lenders that, as a result of the Xxxxxx Sale, it anticipates that the aggregate volume of all commodity Hedge Transactions for which settlement payments will be calculated in the calendar months of November 2021 and December 2021 will exceed 100% of actual production of crude oil in such calendar months (collectively, the “Specified Over-Hedging Event”). The Borrower has requested that the Lenders (a) waive any Event of Default that might occur under Section 6.18 of the Credit Agreement solely as a result of the Specified Over-Hedging Event and (b) waive the requirement in Section 6.18(g), with respect to crude oil volumes only, that the Borrower terminate, create off-setting positions, allocate volumes to other production for which the Borrower and the other Loan Parties are marketing, or otherwise unwind existing commodity Hedge Transactions such that, at such time, hedging volumes will not exceed 100% of reasonably anticipated projected production of crude oil for November 2021 or December 2021 (such waivers, collectively, the “Limited Waivers”). Subject to the satisfaction or waiver in writing of each of the conditions set forth in Section 5 below and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the Lenders party hereto, hereby grant the Limited Waivers. The Limited Waivers provided in this Section 3 shall apply solely with regard to the Specified Over-Hedging Event and solely to the extent the Specified Over-Hedging Event results or resulted from the Xxxxxx Sale, and nothing contained in this Agreement shall be deemed a consent to, or waiver of, any other action or inaction of the Loan Parties that constitutes (or would constitute) a violation of or a departure from any provision of the Credit Agreement or any other Loan Document, or which constitutes (or would constitute) a Default or Event of Default. The Limited Waivers described in this Section 3 are each a one-time waiver limited to the Specified Over-Hedging Event. Neither the Lenders nor the Administrative Agent shall be obligated to grant any future waivers, consents or amendments with respect to Section 6.18 of the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document. Other than the Limited Waivers expressly provided for in this Section 3, the Loan Parties hereby agree and acknowledge that no course of dealing and no delay in exercising any right, power or remedy conferred on the Administrative Agent or any Lender in the Credit Agreement or in any other Loan Document or now or hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver of or otherwise prejudice any such right, power or remedy.

Limited Waivers. The Borrower has advised the Lenders that, as a result of the Xxxxxx Sale, it anticipates that the aggregate volume of all commodity Hedge Transactions for which settlement payments will be calculated in the calendar months of November 2021 and December 2021 will exceed 100% of actual production of crude oil in such calendar months (collectively, the “Specified Over-Hedging Event”). The Borrower has requested that the Lenders (a) Administrative Agent and the Lenders hereby waive any Default or Event of Default that might occur which may arise under Section 6.18 8(e)(iii) of the Credit Agreement prior to or on July 31, 2016 solely as a result of the Specified Over-Hedging Senior Notes Financial Deliveries Default (such Defaults or Events of Default, the “Senior Notes Cross Default”); provided, however, that no Event and of Default under Section 8(e)(iii) as a result of the Indebtedness under the Senior Notes becoming due prior to its stated maturity, by acceleration or otherwise (b) waive the requirement in Section 6.18(ga “Senior Notes Cross Acceleration Event”), with respect is hereby waived, regardless of whether such Senior Notes Cross Acceleration Event occurs as a result of the Senior Notes Cross Default or otherwise. This is a limited waiver and shall not be deemed to crude oil volumes onlyconstitute a waiver of any Default or Event of Default (other than the Senior Notes Cross Default) or any prior, that current or future breach of the Borrower terminate, create off-setting positions, allocate volumes to other production for which the Borrower and Credit Agreement or any of the other Loan Parties are marketing, Documents or otherwise unwind existing commodity Hedge Transactions such that, at such time, hedging volumes will not exceed 100% of reasonably anticipated projected production of crude oil for November 2021 or December 2021 (such waivers, collectively, the “Limited Waivers”). Subject to the satisfaction or waiver in writing of each of the conditions set forth in Section 5 below and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the Lenders party hereto, hereby grant the Limited Waivers. The Limited Waivers provided in this Section 3 shall apply solely with regard to the Specified Over-Hedging Event and solely to the extent the Specified Over-Hedging Event results or resulted from the Xxxxxx Sale, and nothing contained in this Agreement shall be deemed a consent to, or waiver of, any other action or inaction requirements of the Loan Parties that constitutes (or would constitute) a violation of or a departure from any provision of the Credit Agreement or any other Loan DocumentDocuments; provided further, or which constitutes (or would constitute) that nothing herein shall constitute a waiver of any Default or Event of Default. The Limited Waivers described in this Default which may arise under Section 3 are each a one-time waiver limited to the Specified Over-Hedging Event. Neither the Lenders nor the Administrative Agent shall be obligated to grant any future waivers, consents or amendments with respect to Section 6.18 8(e)(iii) of the Credit Agreement or any other provision after July 31, 2016 as a result of the Credit Agreement Senior Notes Financial Deliveries Default. For the avoidance of doubt, other than in respect of a Senior Notes Cross Acceleration Event, it is understood and agreed that no Senior Notes Cross Default shall exist at any time as a result of the Senior Notes Financial Deliveries Default if, prior to or of any other Loan Document. Other than the Limited Waivers expressly provided for in this Section 3on July 31, 2016, the Loan Parties hereby agree Borrower delivers to the trustee under the Senior Notes Indenture (i) all financial information (including audited financial statements and acknowledge that no course of dealing and no delay in exercising any right, power or remedy conferred a report on the Administrative Agent or any Lender annual financial statements by the Borrower’s independent registered public accounting firm) that would be contained in an annual report on Form 10-K filed with the Credit Agreement or SEC for the fiscal year ended December 31, 2015 as was required pursuant to Section 3.10(a)(1) of the Senior Notes Indenture and (ii) all financial information that would be required to be contained in any other Loan Document or now or hereafter existing at lawa quarterly report on Form 10-Q with the SEC for the fiscal quarter ending March 31, in equity, by statute or otherwise shall operate 2016 as a waiver was required pursuant to Section 3.10(a)(2) of or otherwise prejudice any such right, power or remedythe Senior Notes Indenture.

Limited Waivers. The Borrower has advised Subject to the terms and conditions set forth herein, the Lenders thatparty hereto hereby agree to (a) a waiver of compliance with the provisions of Sections 9.01(a) and (b) of the Credit Agreement, in each case, for the fiscal quarter ended March 31, 2015, effective as of March 31, 2015, and (b) a waiver of any Default or Event of Default that may have occurred as a result of the Xxxxxx Salebreach of Section 9.02(c) of the Credit Agreement, it anticipates as such breach was disclosed in writing to the Administrative Agent and the Lenders prior to the Effective Date (the “Disclosed Breach”); provided, in each case, that the Borrower demonstrates, on or before May 29, 2015, that it has received at least $65,000,000 after the Effective Date in aggregate volume net cash proceeds from one or more of all commodity Hedge Transactions for which settlement the following events: (i) the offering of common or preferred equity securities by the Borrower, (ii) the consummation of one or more asset sales permitted by Section 9.11 of the Credit Agreement by the Borrower or any Restricted Subsidiary (including the receipt of upfront payments will from any farm-out) or (iii) the entry into a joint venture by the Borrower or any Restricted Subsidiary (including the receipt of upfront payments therefrom) (the “Waiver Condition”). For the avoidance of doubt, the effect of the termination of any Letter of Credit shall not be calculated included in the calendar months calculation of November 2021 and December 2021 will exceed 100% of actual production of crude oil such net cash proceeds. The waivers granted in such calendar months the foregoing sentence (collectively, the “Specified Over-Hedging EventWaivers”). The Borrower has requested that ) are limited to the Lenders (a) waive any Event of Default that might occur under Section 6.18 extent specifically set forth above and no other terms, covenants or provisions of the Credit Agreement solely as a result of the Specified Over-Hedging Event or any other Loan Document are intended to be affected hereby. The Waiver set forth in clause (a) above is granted only with respect to compliance with Sections 9.01(a) and (b) waive of the requirement in Credit Agreement as of and for the fiscal quarter ended March 31, 2015, and shall not apply to any violation of Section 6.18(g), 9.01(a) or (b) of the Credit Agreement with respect to crude oil volumes onlyany fiscal quarter other than the fiscal quarter ended March 31, that the Borrower terminate, create off-setting positions, allocate volumes 2015 or to other production for which the Borrower and the other Loan Parties are marketing, any actual or otherwise unwind existing commodity Hedge Transactions such that, at such time, hedging volumes will not exceed 100% prospective default or violation of reasonably anticipated projected production of crude oil for November 2021 or December 2021 (such waivers, collectively, the “Limited Waivers”). Subject to the satisfaction or waiver in writing of each of the conditions set forth in Section 5 below and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the Lenders party hereto, hereby grant the Limited Waivers. The Limited Waivers provided in this Section 3 shall apply solely with regard to the Specified Over-Hedging Event and solely to the extent the Specified Over-Hedging Event results or resulted from the Xxxxxx Sale, and nothing contained in this Agreement shall be deemed a consent to, or waiver of, any other action or inaction of the Loan Parties that constitutes (or would constitute) a violation of or a departure from any provision of the Credit Agreement or any other Loan Document, or which constitutes . The Waiver set forth in clause (or would constituteb) a above is granted only with respect to any Default or Event of Default. The Limited Waivers described in this Default that may have occurred as a result of the Disclosed Breach, and shall not apply to any other violation of Section 3 are each a one-time waiver limited to the Specified Over-Hedging Event. Neither the Lenders nor the Administrative Agent shall be obligated to grant any future waivers, consents or amendments with respect to Section 6.18 9.02(c) of the Credit Agreement or to any actual or prospective default or violation of any other provision of the Credit Agreement or of any other Loan Document. Other than the Limited The Waivers expressly provided for shall not in this Section 3, the Loan Parties hereby agree and acknowledge that no any manner create a course of dealing and no delay in exercising any right, power or remedy conferred on otherwise impair the future ability of the Administrative Agent or the Lenders to declare a Default or Event of Default under or otherwise enforce the terms of the Credit Agreement or any Lender other Loan Document, with respect to any matter other than those specifically and expressly waived in the Waivers, including, without limitation, the ability of the Administrative Agent or the Lenders to declare an Event of Default as a result of the failure of the Borrower to comply with the Waiver Condition. Notwithstanding anything to the contrary set forth in the Credit Agreement or in any other Loan Document or now or hereafter existing at lawDocument, in equity, by statute or otherwise the Borrower acknowledges and agrees that its failure to comply with the Waiver Condition shall operate as a waiver constitute an immediate Event of or otherwise prejudice any such right, power or remedyDefault under the Credit Agreement.

Limited Waivers. The Borrower has advised the Lenders that, as a result of the Xxxxxx Sale, it anticipates that the aggregate volume of all commodity Hedge Transactions for which settlement payments will be calculated in the calendar months of November 2021 and December 2021 will exceed 100% of actual production of crude oil in such calendar months (collectively, the “Specified Over-Hedging Event”). The Borrower has requested that the Lenders (a) waive The Buyer Parties acknowledge and agree that, from the period beginning on the Effective Date (as defined below) and ending at 11:59 p.m. (EDT) on July 7, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Transaction Documents and subject to Sections 3 and 4 hereof, (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any Event of Default that might occur such case, under Section 6.18 of the Credit Agreement any Transaction Document, whether past, present or future, solely as a result of or arising solely from the Restatement (a “Default Event”) including, without limitation, any Default Event triggered pursuant to Section 15(b) of the Ditech Repurchase Agreement or Section 15(b) of the RMS Repurchase Agreement due to a default, event of default, amortization event, termination event or similar event or condition however styled or denominated, in any such case solely resulting or arising solely from the Restatement, and (ii) there shall be no Default Event solely as a result of or arising solely from (x) any breach of any representation or warranty made prior to the Effective Date relating to the Specified Over-Hedging Event Financial Statements or any monthly financial statements delivered under any Program Agreement during the period from and including January 1, 2016 to the Expiration Date (b) waive the requirement in Section 6.18(g)“Specified Monthly Financial Statements” and, together with respect to crude oil volumes only, that the Borrower terminate, create off-setting positions, allocate volumes to other production for which the Borrower and the other Loan Parties are marketing, or otherwise unwind existing commodity Hedge Transactions such that, at such time, hedging volumes will not exceed 100% of reasonably anticipated projected production of crude oil for November 2021 or December 2021 (such waivers, collectivelySpecified Financial Statements, the “Limited WaiversSpecified Periodic Financial Statements”). Subject ) (including, without limitation, as part of any certification, report or statement made pursuant to or in connection with the satisfaction or waiver in writing of each delivery of the conditions set forth in Section 5 below and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the Lenders party hereto, hereby grant the Limited Waivers. The Limited Waivers provided in this Section 3 shall apply solely with regard Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or incorrect relating to the Specified Over-Hedging Periodic Financial Statements, or (y) the failure to deliver notice of any Default Event and solely relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the Specified Over-Hedging Event results or resulted from the Xxxxxx Saleexistence of such Default Event, and nothing contained in this Agreement shall be deemed a consent to, or waiver ofeach case of the foregoing clauses (i) and (ii), any other action or inaction of such Default Event is expressly waived by the Loan Buyer Parties that constitutes (or would constitute) a violation of or a departure from any provision of solely for the Credit Agreement or any other Loan Document, or which constitutes (or would constitute) a Default or Event of Default. The Limited Waivers described in this Section 3 are each a one-time waiver limited to the Specified Over-Hedging Event. Neither the Lenders nor the Administrative Agent shall be obligated to grant any future waivers, consents or amendments with respect to Section 6.18 of the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document. Other than the Limited Waivers expressly provided for in this Section 3, the Loan Parties hereby agree and acknowledge that no course of dealing and no delay in exercising any right, power or remedy conferred period on the Administrative Agent or any Lender in Effective Date through the Credit Agreement or in any other Loan Document or now or hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver of or otherwise prejudice any such right, power or remedyExpiration Date.

Limited Waivers. The Borrower has advised At the Lenders that, as a result request of the Xxxxxx Sale, it anticipates that the aggregate volume of all commodity Hedge Transactions for which settlement payments will be calculated in the calendar months of November 2021 and December 2021 will exceed 100% of actual production of crude oil in such calendar months (collectivelyBorrowers, the “Specified Over-Hedging Event”). The Borrower has requested that Administrative Agent and the Lenders (a) Lenders, hereby agree to waive any Event of Default that might occur under non-compliance (if any) by the Borrowers’ with Section 6.18 6.1(a) of the Credit Agreement solely as a result of for the Specified Over-Hedging Event and (b) waive the requirement in Section 6.18(g)four fiscal quarter period ended March 31, with respect to crude oil volumes only, that the Borrower terminate, create off-setting positions, allocate volumes to other production for which the Borrower and the other Loan Parties are marketing, or otherwise unwind existing commodity Hedge Transactions such that, at such time, hedging volumes will not exceed 100% of reasonably anticipated projected production of crude oil for November 2021 or December 2021 (such waivers, collectively, the “Limited Waivers”). Subject to the satisfaction or waiver in writing of each of the conditions set forth in Section 5 below and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the Lenders party hereto, hereby grant the Limited Waivers. The Limited Waivers provided in this Section 3 shall apply solely with regard to the Specified Over-Hedging Event and solely 2018 to the extent such non-compliance (if any) would not have occurred but for the Specified Over2017 Shut-Hedging Event results In Events (and any breach of any representation or resulted from the Xxxxxx Sale, and nothing contained in this Agreement shall be deemed a consent to, or waiver of, any other action or inaction of the Loan Parties that constitutes (or would constitute) a violation of or a departure from any provision of warranty under the Credit Agreement or any other Loan DocumentDocument as a result of the existence of such failure (if any) to comply is hereby similarly waived), or provided that, the Ratio of Total Debt to EBITDAX for the four fiscal quarter period ended March 31, 2018 (as reflected in the Borrowers’ Compliance Certificate for the four fiscal quarter period ended March 31, 2018) does not exceed 3.75 to 1.00 (in which constitutes case, the Borrowers’ non-compliance (or would constituteif any) a Default or Event of Defaultshall not be waived). The Limited Waivers described waivers in this Section 3 2 are each a one-effective only in respect of the matters and for the time waiver limited to periods expressly set forth in this Section 2 and not for any other period and, except as expressly set forth in this Amendment, no other waivers are intended or made by this Amendment. No failure or delay on the Specified Over-Hedging Event. Neither the Lenders nor part of the Administrative Agent shall be obligated to grant Agent, any future waiversLender, consents the Issuing Bank or amendments with respect to Section 6.18 the holder of any Note in exercising any power or right under the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document. Other than the Limited Waivers expressly provided for in this Section 3, the Loan Parties hereby agree and acknowledge that no course of dealing and no delay in exercising any right, power or remedy conferred on the Administrative Agent or any Lender in the Credit Agreement or in any other Loan Document or now or hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver thereof, nor shall any single or partial exercise of or otherwise prejudice any such right, power or remedyright preclude any other or further exercise thereof or the exercise of any other power or right. No waiver or approval by the Administrative Agent, any Lender, the Issuing Bank or the holder of any Note under this Amendment, the Credit Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to any subsequent transaction or any Default or Event of Default under any Loan Document.

Limited Waivers. The Borrower has advised the Lenders that, as a result of the Xxxxxx Sale, it anticipates that the aggregate volume of all commodity Hedge Transactions for which settlement payments will be calculated in the calendar months of November 2021 and December 2021 will exceed 100% of actual production of crude oil in such calendar months (collectively, the “Specified Over-Hedging Event”). The Borrower has requested that the Lenders (a) waive The Buyer Parties acknowledge and agree that, from the period beginning on the Effective Date (as defined below) and ending at 11:59 p.m. (EDT) on June 9, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Transaction Documents and subject to Sections 3 and 4 hereof, (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any Event of Default that might occur such case, under Section 6.18 of the Credit Agreement any Transaction Document, whether past, present or future, solely as a result of or arising solely from the Restatement (a “Default Event”) including, without limitation, any Default Event triggered pursuant to Section 15(b) of the Ditech Repurchase Agreement or Section 15(b) of the RMS Repurchase Agreement due to a default, event of default, amortization event, termination event or similar event or condition however styled or denominated, in any such case solely resulting or arising solely from the Restatement, and (ii) there shall be no Default Event solely as a result of or arising solely from (x) any breach of any representation or warranty made prior to the Effective Date relating to the Specified Over-Hedging Event Financial Statements or any monthly financial statements delivered under any Program Agreement during the period from and including January 1, 2016 to the Expiration Date (b) waive the requirement in Section 6.18(g)“Specified Monthly Financial Statements” and, together with respect to crude oil volumes only, that the Borrower terminate, create off-setting positions, allocate volumes to other production for which the Borrower and the other Loan Parties are marketing, or otherwise unwind existing commodity Hedge Transactions such that, at such time, hedging volumes will not exceed 100% of reasonably anticipated projected production of crude oil for November 2021 or December 2021 (such waivers, collectivelySpecified Financial Statements, the “Limited WaiversSpecified Periodic Financial Statements”). Subject ) (including, without limitation, as part of any certification, report or statement made pursuant to or in connection with the satisfaction or waiver in writing of each delivery of the conditions set forth in Section 5 below and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the Lenders party hereto, hereby grant the Limited Waivers. The Limited Waivers provided in this Section 3 shall apply solely with regard Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or incorrect relating to the Specified Over-Hedging Periodic Financial Statements, or (y) the failure to deliver notice of any Default Event and solely relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the Specified Over-Hedging Event results or resulted from the Xxxxxx Saleexistence of such Default Event, and nothing contained in this Agreement shall be deemed a consent to, or waiver ofeach case of the foregoing clauses (i) and (ii), any other action or inaction of such Default Event is expressly waived by the Loan Buyer Parties that constitutes (or would constitute) a violation of or a departure from any provision of solely for the Credit Agreement or any other Loan Document, or which constitutes (or would constitute) a Default or Event of Default. The Limited Waivers described in this Section 3 are each a one-time waiver limited to the Specified Over-Hedging Event. Neither the Lenders nor the Administrative Agent shall be obligated to grant any future waivers, consents or amendments with respect to Section 6.18 of the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document. Other than the Limited Waivers expressly provided for in this Section 3, the Loan Parties hereby agree and acknowledge that no course of dealing and no delay in exercising any right, power or remedy conferred period on the Administrative Agent or any Lender in Effective Date through the Credit Agreement or in any other Loan Document or now or hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver of or otherwise prejudice any such right, power or remedyExpiration Date.

Limited Waivers. The Borrower has advised the Lenders that, as a result of the Xxxxxx Sale, it anticipates hereby requests that the aggregate volume of all commodity Hedge Transactions for which settlement payments will be calculated in the calendar months of November 2021 and December 2021 will exceed 100% of actual production of crude oil in such calendar months (collectively, the “Specified Over-Hedging Event”). The Borrower has requested that the Lenders Required Banks waive (a) waive any Event Borrower’s violation of Default that might occur under the maximum Capital Expenditures covenant set forth in Section 6.18 10.3 of the Credit Agreement (as such Section existed prior to the Effective Date) for the Fiscal Quarter ending on March 31, 2010 but only to the extent that the aggregate Capital Expenditures for all Credit Parties made during such Fiscal Quarter were less than $15,000,000 (the “3/31/10 Capital Expenditures Default”), and (b) any other Default or Event of Default existing prior to the Effective Date and arising solely as a result of Borrower’s failure to notify Administrative Agent and Banks of the Specified Over-Hedging Event and (b) waive 3/31/10 Capital Expenditures Default or Borrower’s misrepresentations in certain Requests for Borrowing delivered prior to the requirement in Section 6.18(g), with respect to crude oil volumes only, Effective Date that the Borrower terminate, create off-setting positions, allocate volumes to other production for which 3/31/10 Capital Expenditures Default was not in existence (collectively with the Borrower and the other Loan Parties are marketing, or otherwise unwind existing commodity Hedge Transactions such that, at such time, hedging volumes will not exceed 100% of reasonably anticipated projected production of crude oil for November 2021 or December 2021 (such waivers, collectively3/31/10 Capital Expenditures Default, the “Limited WaiversSpecified Defaults”). Subject to the satisfaction or waiver in writing of each of the conditions set forth in Section 5 below and in In reliance upon on the representations, warranties, covenants and agreements contained in the Credit Agreement and this AgreementThird Amendment, and subject to the Lenders party heretosatisfaction of the conditions precedent set forth in Section 4 hereof, Required Banks hereby grant waive the Limited WaiversSpecified Defaults. The Limited Waivers provided limited waiver of the 3/31/10 Capital Expenditures Default contained in this Section 3 shall apply 2 is limited solely with regard to Section 10.3 of the Credit Agreement (as such Section existed prior to the Specified Over-Hedging Event Effective Date) and applies solely to the calculation of such financial covenant for the Fiscal Quarter ending on March 31, 2010, and only to the extent that the Specified Overaggregate Capital Expenditures for all Credit Parties during such Fiscal Quarter were less than $15,000,000. The limited waivers set forth in this Section 2 are limited, one-Hedging Event results or resulted from the Xxxxxx Saletime waivers, and nothing contained in this Agreement herein shall be deemed a consent obligate Banks to grant any additional or future waiver with respect to, or waiver ofin connection with, any other action or inaction of the Loan Parties that constitutes (or would constitute) a violation of or a departure from any provision provisions of the Credit Agreement or any other Loan Document, or which constitutes (or would constitute) a Default or Event of Default. The Limited Waivers described in this Section 3 are each a one-time waiver limited to the Specified Over-Hedging Event. Neither the Lenders nor the Administrative Agent shall be obligated to grant any future waivers, consents or amendments with respect to Section 6.18 of the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document. Other than the Limited Waivers expressly provided for in this Section 3, the Loan Parties hereby agree and acknowledge that no course of dealing and no delay in exercising any right, power or remedy conferred on the Administrative Agent or any Lender in the Credit Agreement or in any other Loan Document or now or hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver of or otherwise prejudice any such right, power or remedyPaper.

Limited Waivers. The Borrower has advised the Lenders that, as a result of the Xxxxxx Sale, it anticipates that the aggregate volume of all commodity Hedge Transactions for which settlement payments will be calculated in the calendar months of November 2021 and December 2021 will exceed 100% of actual production of crude oil in such calendar months (collectively, the “Specified Over-Hedging Event”). The Borrower has requested that the Lenders (a) waive The Buyer Parties acknowledge and agree that, from the period beginning on the Effective Date (as defined below) and ending at 11:59 p.m. (EDT) on July 31, 2017 (the “Expiration Date”), and notwithstanding anything to the contrary in the Transaction Documents and subject to Sections 3 and 4 hereof, (i) the Restatement shall be permitted and there shall be no default, event of default, amortization event, termination event or similar event or other condition however styled or denominated, in any Event of Default that might occur such case, under Section 6.18 of the Credit Agreement any Transaction Document, whether past, present or future, solely as a result of or arising solely from the Restatement (a “Default Event”) including, without limitation, any Default Event triggered pursuant to Section 15(b) of the Ditech Repurchase Agreement or Section 15(b) of the RMS Repurchase Agreement due to a default, event of default, amortization event, termination event or similar event or condition however styled or denominated, in any such case solely resulting or arising solely from the Restatement, and (ii) there shall be no Default Event solely as a result of or arising solely from (x) any breach of any representation or warranty made prior to the Effective Date relating to the Specified Over-Hedging Event Financial Statements or any monthly financial statements delivered under any Program Agreement during the period from and including January 1, 2016 to the Expiration Date (b) waive the requirement in Section 6.18(g)“Specified Monthly Financial Statements” and, together with respect to crude oil volumes only, that the Borrower terminate, create off-setting positions, allocate volumes to other production for which the Borrower and the other Loan Parties are marketing, or otherwise unwind existing commodity Hedge Transactions such that, at such time, hedging volumes will not exceed 100% of reasonably anticipated projected production of crude oil for November 2021 or December 2021 (such waivers, collectivelySpecified Financial Statements, the “Limited WaiversSpecified Periodic Financial Statements”). Subject ) (including, without limitation, as part of any certification, report or statement made pursuant to or in connection with the satisfaction or waiver in writing of each delivery of the conditions set forth in Section 5 below and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the Lenders party hereto, hereby grant the Limited Waivers. The Limited Waivers provided in this Section 3 shall apply solely with regard Specified Periodic Financial Statements) or any such representation or warranty proving to be untrue or incorrect relating to the Specified Over-Hedging Periodic Financial Statements, or (y) the failure to deliver notice of any Default Event and solely relating to the Specified Periodic Financial Statements or any action taken or any other failure to take action while any such Default Event relating to the Specified Periodic Financial Statements or the Restatement to the extent that such action or failure to take action would have been permitted but for the Specified Over-Hedging Event results or resulted from the Xxxxxx Saleexistence of such Default Event, and nothing contained in this Agreement shall be deemed a consent to, or waiver ofeach case of the foregoing clauses (i) and (ii), any other action or inaction of such Default Event is expressly waived by the Loan Buyer Parties that constitutes (or would constitute) a violation of or a departure from any provision of solely for the Credit Agreement or any other Loan Document, or which constitutes (or would constitute) a Default or Event of Default. The Limited Waivers described in this Section 3 are each a one-time waiver limited to the Specified Over-Hedging Event. Neither the Lenders nor the Administrative Agent shall be obligated to grant any future waivers, consents or amendments with respect to Section 6.18 of the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document. Other than the Limited Waivers expressly provided for in this Section 3, the Loan Parties hereby agree and acknowledge that no course of dealing and no delay in exercising any right, power or remedy conferred period on the Administrative Agent or any Lender in Effective Date through the Credit Agreement or in any other Loan Document or now or hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver of or otherwise prejudice any such right, power or remedyExpiration Date.