Common use of Limited Waivers Clause in Contracts

Limited Waivers. a. Subject to Section 4(c), each of the Buyers, severally and not jointly, hereby waives (i) the occurrence of a Triggering Event under Section 3(b)(vii) and (viii) of each of the Notes and an Event of Default under Section 11(a)(iii) and (viii) of each of the Notes, the breach of Section 12 of each of the Notes and the breach of Section 4(n) of the Securities Purchase Agreement resulting solely from the Accounts Payable Default, and (ii) the Accounts Payable Default’s constituting a failure to satisfy any Condition to Company Alternative Conversion with respect to the August 2006 Company Conversion pursuant to this Amendment or any Convertible Installment Conversion pursuant to this Amendment and Section 6.1 of each of the Notes, as amended by this Amendment; provided that such waivers are subject to, and conditioned upon, (A) the aggregate outstanding amount of the O & G Accounts Payable not exceeding $12,500,000 on the date of this Amendment and not having exceeded $13,500,000 at any time prior to the date of this Amendment, (B) the aggregate amount of the Accounts Payable unpaid in excess of 90 days beyond invoice due date not exceeding $1,500,000 on the date of this Amendment and not having exceeded $1,500,000 at any time prior to the date of this Amendment, and (C) none of the Accounts Payable being unpaid in excess of 127 days beyond invoice due date on the date of this Amendment or having been unpaid in excess of 162 days beyond invoice due date at any time prior to the date of this Amendment; and provided, further, that the waivers contained in this Section 4(a) shall be null and void and of no force or effect, and there shall be an immediate breach of the Securities Purchase Agreement and each of the Notes and a Triggering Event under each of the Notes, in the event that (V) the aggregate amount of the O & G Accounts Payable exceeds $12,500,000 at any time following the date of this Amendment, or (W) the aggregate amount of the O & G Accounts Payable exceeds $5,000,000 as of January 1, 2007 or at any time thereafter, (X) the aggregate amount of the Accounts Payable unpaid in excess of 90 days beyond invoice due date exceeds $2,500,000 at any time following the date of this Amendment through (and including) September 15, 2006 or exceeds $1,500,000 at any time after September 15, 2006; (Y) any Accounts Payable are unpaid in excess of 150 days beyond invoice due date at any time following the date of this Amendment or (Z) any Accounts Payable are unpaid in excess of 90 days beyond invoice due date on December 31, 2006 or at any time thereafter.

Limited Waivers. a. Subject At the request of the Borrowers, the Administrative Agent and the Lenders, hereby agree to waive any non-compliance (if any) by the Borrowers’ with Section 4(c6.1(a) of the Credit Agreement for the four fiscal quarter period ended March 31, 2018 to the extent such non-compliance (if any) would not have occurred but for the 2017 Shut-In Events (and any breach of any representation or warranty under the Credit Agreement or any other Loan Document as a result of the existence of such failure (if any) to comply is hereby similarly waived), each 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 case, the Borrowers’ non-compliance (if any) shall not be waived). The waivers in this Section 2 are effective only in respect of the Buyers, severally matters and for the time periods expressly set forth in this Section 2 and not jointlyfor any other period and, hereby waives (i) except as expressly set forth in this Amendment, no other waivers are intended or made by this Amendment. No failure or delay on the occurrence of a Triggering Event under Section 3(b)(vii) and (viii) of each part of the Notes and an Administrative Agent, any Lender, the Issuing Bank or the holder of any Note in exercising any power or right under the Credit Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right 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 Section 11(a)(iii) and (viii) of each of the Notes, the breach of Section 12 of each of the Notes and the breach of Section 4(n) of the Securities Purchase Agreement resulting solely from the Accounts Payable Default, and (ii) the Accounts Payable Default’s constituting a failure to satisfy any Condition to Company Alternative Conversion with respect to the August 2006 Company Conversion pursuant to this Amendment or any Convertible Installment Conversion pursuant to this Amendment and Section 6.1 of each of the Notes, as amended by this Amendment; provided that such waivers are subject to, and conditioned upon, (A) the aggregate outstanding amount of the O & G Accounts Payable not exceeding $12,500,000 on the date of this Amendment and not having exceeded $13,500,000 at any time prior to the date of this Amendment, (B) the aggregate amount of the Accounts Payable unpaid in excess of 90 days beyond invoice due date not exceeding $1,500,000 on the date of this Amendment and not having exceeded $1,500,000 at any time prior to the date of this Amendment, and (C) none of the Accounts Payable being unpaid in excess of 127 days beyond invoice due date on the date of this Amendment or having been unpaid in excess of 162 days beyond invoice due date at any time prior to the date of this Amendment; and provided, further, that the waivers contained in this Section 4(a) shall be null and void and of no force or effect, and there shall be an immediate breach of the Securities Purchase Agreement and each of the Notes and a Triggering Event under each of the Notes, in the event that (V) the aggregate amount of the O & G Accounts Payable exceeds $12,500,000 at any time following the date of this Amendment, or (W) the aggregate amount of the O & G Accounts Payable exceeds $5,000,000 as of January 1, 2007 or at any time thereafter, (X) the aggregate amount of the Accounts Payable unpaid in excess of 90 days beyond invoice due date exceeds $2,500,000 at any time following the date of this Amendment through (and including) September 15, 2006 or exceeds $1,500,000 at any time after September 15, 2006; (Y) any Accounts Payable are unpaid in excess of 150 days beyond invoice due date at any time following the date of this Amendment or (Z) any Accounts Payable are unpaid in excess of 90 days beyond invoice due date on December 31, 2006 or at any time thereafterLoan Document.

Limited Waivers. a. Subject to Section 4(c)the terms and conditions set forth herein, each the Lenders party hereto hereby agree to (a) a waiver of compliance with the provisions of Sections 9.01(a) and (b) of the BuyersCredit Agreement, severally in each case, for the fiscal quarter ended March 31, 2015, effective as of March 31, 2015, and not jointly(b) a waiver of any Default or Event of Default that may have occurred as a result of the breach of Section 9.02(c) of the Credit Agreement, hereby waives 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 net cash proceeds from one or more of the following events: (i) the occurrence 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 from any farm-out) or (iii) the entry into a Triggering Event under Section 3(b)(viijoint 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 included in the calculation of such net cash proceeds. The waivers granted in the foregoing sentence (collectively, the “Waivers”) are 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. The Waiver set forth in clause (a) above is granted only with respect to compliance with Sections 9.01(a) and (viiib) of each the Credit Agreement as of and for the fiscal quarter ended March 31, 2015, and shall not apply to any violation of Section 9.01(a) or (b) of the Notes Credit Agreement with respect to any fiscal quarter other than the fiscal quarter ended March 31, 2015 or to any actual or prospective default or violation of any other provision of the Credit Agreement or any other Loan Document. The Waiver set forth in clause (b) above is granted only with respect to any Default or Event of Default that may have occurred as a result of the Disclosed Breach, and shall not apply to any other violation of Section 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 any other Loan Document. The Waivers shall not in any manner create a course of dealing or 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 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 under Section 11(a)(iii) and (viii) of each as a result of the Notesfailure of the Borrower to comply with the Waiver Condition. Notwithstanding anything to the contrary set forth in the Credit Agreement or any other Loan Document, the breach of Section 12 of each of the Notes Borrower acknowledges and the breach of Section 4(n) of the Securities Purchase Agreement resulting solely from the Accounts Payable Default, and (ii) the Accounts Payable Default’s constituting a agrees that its failure to satisfy any comply with the Waiver Condition to Company Alternative Conversion with respect to the August 2006 Company Conversion pursuant to this Amendment or any Convertible Installment Conversion pursuant to this Amendment and Section 6.1 of each of the Notes, as amended by this Amendment; provided that such waivers are subject to, and conditioned upon, (A) the aggregate outstanding amount of the O & G Accounts Payable not exceeding $12,500,000 on the date of this Amendment and not having exceeded $13,500,000 at any time prior to the date of this Amendment, (B) the aggregate amount of the Accounts Payable unpaid in excess of 90 days beyond invoice due date not exceeding $1,500,000 on the date of this Amendment and not having exceeded $1,500,000 at any time prior to the date of this Amendment, and (C) none of the Accounts Payable being unpaid in excess of 127 days beyond invoice due date on the date of this Amendment or having been unpaid in excess of 162 days beyond invoice due date at any time prior to the date of this Amendment; and provided, further, that the waivers contained in this Section 4(a) shall be null and void and of no force or effect, and there shall be constitute an immediate breach Event of Default under the Securities Purchase Agreement and each of the Notes and a Triggering Event under each of the Notes, in the event that (V) the aggregate amount of the O & G Accounts Payable exceeds $12,500,000 at any time following the date of this Amendment, or (W) the aggregate amount of the O & G Accounts Payable exceeds $5,000,000 as of January 1, 2007 or at any time thereafter, (X) the aggregate amount of the Accounts Payable unpaid in excess of 90 days beyond invoice due date exceeds $2,500,000 at any time following the date of this Amendment through (and including) September 15, 2006 or exceeds $1,500,000 at any time after September 15, 2006; (Y) any Accounts Payable are unpaid in excess of 150 days beyond invoice due date at any time following the date of this Amendment or (Z) any Accounts Payable are unpaid in excess of 90 days beyond invoice due date on December 31, 2006 or at any time thereafterCredit Agreement.

Limited Waivers. a. 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 Section 4(c), each of the Buyers, severally and not jointly, hereby waives (i) the occurrence of a Triggering Event under Section 3(b)(vii) and (viii) satisfaction or waiver in writing of each of the Notes conditions set forth in Section 5 below and an 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 under Default. The Limited Waivers described in this Section 11(a)(iii) and (viii) of 3 are each of a one-time waiver limited to the NotesSpecified Over-Hedging Event. Neither the Lenders nor the Administrative Agent shall be obligated to grant any future waivers, the breach of Section 12 of each of the Notes and the breach of Section 4(n) of the Securities Purchase Agreement resulting solely from the Accounts Payable Default, and (ii) the Accounts Payable Default’s constituting a failure to satisfy any Condition to Company Alternative Conversion consents or amendments with respect to Section 6.18 of the August 2006 Company Conversion pursuant to this Amendment Credit Agreement or any Convertible Installment Conversion pursuant to this Amendment and Section 6.1 of each other provision of the Notes, as amended by this Amendment; Credit Agreement or of any other Loan Document. Other than the Limited Waivers expressly provided that such waivers are subject to, and conditioned upon, (A) the aggregate outstanding amount of the O & G Accounts Payable not exceeding $12,500,000 on the date of this Amendment and not having exceeded $13,500,000 at any time prior to the date of this Amendment, (B) the aggregate amount of the Accounts Payable unpaid in excess of 90 days beyond invoice due date not exceeding $1,500,000 on the date of this Amendment and not having exceeded $1,500,000 at any time prior to the date of this Amendment, and (C) none of the Accounts Payable being unpaid in excess of 127 days beyond invoice due date on the date of this Amendment or having been unpaid in excess of 162 days beyond invoice due date at any time prior to the date of this Amendment; and provided, further, that the waivers contained for in this Section 4(a) shall be null 3, the Loan Parties hereby agree and void acknowledge that no course of dealing and of no force delay in exercising any right, power or effect, and there shall be an immediate breach of remedy conferred on the Securities Purchase Administrative Agent or any Lender in the Credit Agreement and each of the Notes and a Triggering Event under each of the Notesor in any other Loan Document or now or hereafter existing at law, in the event that (V) the aggregate amount equity, by statute or otherwise shall operate as a waiver of the O & G Accounts Payable exceeds $12,500,000 at or otherwise prejudice any time following the date of this Amendmentsuch right, power or (W) the aggregate amount of the O & G Accounts Payable exceeds $5,000,000 as of January 1, 2007 or at any time thereafter, (X) the aggregate amount of the Accounts Payable unpaid in excess of 90 days beyond invoice due date exceeds $2,500,000 at any time following the date of this Amendment through (and including) September 15, 2006 or exceeds $1,500,000 at any time after September 15, 2006; (Y) any Accounts Payable are unpaid in excess of 150 days beyond invoice due date at any time following the date of this Amendment or (Z) any Accounts Payable are unpaid in excess of 90 days beyond invoice due date on December 31, 2006 or at any time thereafterremedy.

Limited Waivers. a. Subject to (a) Administrative Agent and the Lenders hereby waive any Default or Event of Default which may arise under Section 4(c), each 8(e)(iii) of the BuyersCredit Agreement prior to or on July 31, severally and not jointly, hereby waives (i) the occurrence of 2016 solely as a Triggering Event under Section 3(b)(vii) and (viii) of each result of the Senior Notes and an Financial Deliveries Default (such Defaults or Events of Default, the “Senior Notes Cross Default”); provided, however, that no Event of Default under Section 11(a)(iii8(e)(iii) and (viii) of each as a result of the NotesIndebtedness under the Senior Notes becoming due prior to its stated maturity, by acceleration or otherwise (a “Senior Notes Cross Acceleration Event”), 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 constitute a waiver of any Default or Event of Default (other than the Senior Notes Cross Default) or any prior, current or future breach of Section 12 of each the Credit Agreement or any of the Notes and other Loan Documents or any other requirements of any provision of the breach Credit Agreement or any other Loan Documents; provided further, that nothing herein shall constitute a waiver of any Default or Event of Default which may arise under Section 4(n8(e)(iii) of the Securities Purchase Credit Agreement resulting solely from after July 31, 2016 as a result of the Accounts Payable 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 on July 31, 2016, the Borrower delivers to the trustee under the Senior Notes Indenture (i) all financial information (including audited financial statements and a report on the 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 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 a quarterly report on Form 10-Q with the Accounts Payable Default’s constituting a failure to satisfy any Condition to Company Alternative Conversion with respect to SEC for the August 2006 Company Conversion fiscal quarter ending March 31, 2016 as was required pursuant to this Amendment or any Convertible Installment Conversion pursuant to this Amendment and Section 6.1 of each 3.10(a)(2) of the Notes, as amended by this Amendment; provided that such waivers are subject to, and conditioned upon, (A) the aggregate outstanding amount of the O & G Accounts Payable not exceeding $12,500,000 on the date of this Amendment and not having exceeded $13,500,000 at any time prior to the date of this Amendment, (B) the aggregate amount of the Accounts Payable unpaid in excess of 90 days beyond invoice due date not exceeding $1,500,000 on the date of this Amendment and not having exceeded $1,500,000 at any time prior to the date of this Amendment, and (C) none of the Accounts Payable being unpaid in excess of 127 days beyond invoice due date on the date of this Amendment or having been unpaid in excess of 162 days beyond invoice due date at any time prior to the date of this Amendment; and provided, further, that the waivers contained in this Section 4(a) shall be null and void and of no force or effect, and there shall be an immediate breach of the Securities Purchase Agreement and each of the Senior Notes and a Triggering Event under each of the Notes, in the event that (V) the aggregate amount of the O & G Accounts Payable exceeds $12,500,000 at any time following the date of this Amendment, or (W) the aggregate amount of the O & G Accounts Payable exceeds $5,000,000 as of January 1, 2007 or at any time thereafter, (X) the aggregate amount of the Accounts Payable unpaid in excess of 90 days beyond invoice due date exceeds $2,500,000 at any time following the date of this Amendment through (and including) September 15, 2006 or exceeds $1,500,000 at any time after September 15, 2006; (Y) any Accounts Payable are unpaid in excess of 150 days beyond invoice due date at any time following the date of this Amendment or (Z) any Accounts Payable are unpaid in excess of 90 days beyond invoice due date on December 31, 2006 or at any time thereafterIndenture.