Common use of Modifications, Amendments or Waivers Clause in Contracts

Modifications, Amendments or Waivers. With the written consent of the Required Banks, the Agent, acting on behalf of all the Banks, and the Borrowers, on behalf of the Loan Parties, may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunder, or may grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks and the Loan Parties, provided, that, without the written consent of all the Banks, no such agreement, waiver or consent may be made which will: Increase of Commitment; Extension or Expiration Date. Increase the amount of the Revolving Credit Commitment of any Bank hereunder or extend the Expiration Date; Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment. Whether or not any Loans are outstanding, extend the time for payment of principal or interest of any Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Revolving Credit Commitment reduction in connection with such a mandatory prepayment hereunder, except for mandatory reductions of the Revolving Credit Commitments on the Expiration Date), the Revolving Credit Commitment Fee or any other fee payable to any Bank, or reduce the principal amount of or the rate of interest borne by any Loan or reduce the Revolving Credit Commitment Fee or any other fee payable to any Bank, or otherwise affect the terms of payment of the principal of or interest on any Loan, the Revolving Credit Commitment Fee or any other fee payable to any Bank; Release of Collateral or Guarantor. Except for sales of assets permitted by Section 7.2.7 [Dispositions of Assets or Subsidiaries], release any Collateral consisting of capital stock or other ownership interests of any Loan Party or its Subsidiaries or substantially all of the assets of any Loan Party, any release any Guarantor from its Obligations under the Guaranty Agreement; or Borrowing Base. Permit any Loan to be made or Letter of Credit to be issued if after giving effect thereto the Revolving Facility Usage hereunder would exceed either (A) the lesser of 110% of the Borrowing Base or the Borrowing Base plus $5,000,000 for more than thirty (30) consecutive Business Days, or (B) the Revolving Credit Commitments.

Modifications, Amendments or Waivers. With the written consent The Agent upon joint direction of the Required Banks, the Agent, acting on behalf of all the Banks, Lenders and the Borrowers, on behalf such of the Loan PartiesBorrowers as are then party thereto (or any other party thereto, as the case may be) may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Banks a Lender or the Loan Parties Borrowers or such party hereunder or thereunder, thereunder or may grant written waivers or consents to a departure from the due performance of the Obligations obligations of the Loan Parties Borrowers or other party thereto hereunder or thereunder. Any , any such agreement, waiver or consent made with such written consent shall be being effective to bind all Lenders; provided that if the Banks Agent upon the joint direction of the Lenders notifies Borrowers of its desire to designate a Subsidiary of any Borrower as an Operating Subsidiary, then the Borrowers agree to execute and shall cause the designated Subsidiary to execute an amendment to this Agreement to reflect the designation of a Subsidiary of Sundance as an Operating Subsidiary and make such Subsidiary of Sundance a party to this Agreement as described in the definition of Operating Subsidiary herein, whereupon all representations, warranties, covenants and other terms herein shall be applicable to such Subsidiary as if it were an Operating Subsidiary and party to this Agreement as of the date hereof. In addition, Borrowers shall cause such Subsidiary to execute, deliver, file and perform all documents and agreements reasonably required by the Agent to accomplish the foregoing and to grant to Agent and each Lender all rights and benefits to which it is entitled under any of the Loan Parties, provided, that, without the written consent of all the Banks, no such Documents. Any agreement, waiver or consent may referred to in this Section 10.3 must be made which will: Increase of Commitment; Extension or Expiration Datein writing and shall be effective only to the extent specifically set forth in such writing. Increase In the amount of the Revolving Credit Commitment case of any Bank hereunder such waiver or consent relating to any provision hereof, any Event of Default or Default so waived or consented to shall be deemed to be cured and not continuing, but no such waiver or consent shall extend the Expiration Date; Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment. Whether or not any Loans are outstanding, extend the time for payment of principal or interest of any Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Revolving Credit Commitment reduction in connection with such a mandatory prepayment hereunder, except for mandatory reductions of the Revolving Credit Commitments on the Expiration Date), the Revolving Credit Commitment Fee or to any other fee payable to or subsequent Event of Default or Default or impair any Bank, or reduce the principal amount of or the rate of interest borne by any Loan or reduce the Revolving Credit Commitment Fee or any other fee payable to any Bank, or otherwise affect the terms of payment of the principal of or interest on any Loan, the Revolving Credit Commitment Fee or any other fee payable to any Bank; Release of Collateral or Guarantor. Except for sales of assets permitted by Section 7.2.7 [Dispositions of Assets or Subsidiaries], release any Collateral consisting of capital stock or other ownership interests of any Loan Party or its Subsidiaries or substantially all of the assets of any Loan Party, any release any Guarantor from its Obligations under the Guaranty Agreement; or Borrowing Base. Permit any Loan to be made or Letter of Credit to be issued if after giving effect thereto the Revolving Facility Usage hereunder would exceed either (A) the lesser of 110% of the Borrowing Base or the Borrowing Base plus $5,000,000 for more than thirty (30) consecutive Business Days, or (B) the Revolving Credit Commitmentsright consequent thereto.

Modifications, Amendments or Waivers. With Subject to the written consent terms of Article XII above, the Lenders and such of the Required BanksBorrowers as are then party thereto (or any other party thereto, as the Agent, acting on behalf of all the Banks, and the Borrowers, on behalf of the Loan Parties, case may be) may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Banks a Lender or the Loan Parties Borrowers or such party hereunder or thereunder, thereunder or may grant written waivers or consents to a departure from the due performance of the Obligations obligations of the Loan Parties Borrowers or other party thereto hereunder or thereunder. Any , any such agreement, waiver or consent made with such written consent shall be being effective to bind all Lenders; provided, however, that if Agent notifies the Banks Borrowers that a Subsidiary of a Borrower is to be designated as a Borrowing Subsidiary, then the Borrowers agree to execute and shall cause such Subsidiary to execute an amendment to this Agreement to reflect such designation and make such Subsidiary a party to this Agreement, whereupon all representations, warranties, covenants and other terms herein shall be applicable to such Subsidiary as if it were a Borrowing Subsidiary and party to this Agreement as of the date hereof. In addition, the Borrowers shall cause such Subsidiary to execute, deliver, file and perform all documents and agreements reasonably required by Agent to accomplish the foregoing and to grant to Agent and each Lender all rights and benefits to which it is entitled under any of the Loan Parties, provided, that, without the written consent of all the Banks, no such Documents. Any agreement, waiver or consent may referred to in this Section must be made which will: Increase of Commitment; Extension or Expiration Datein writing and shall be effective only to the extent specifically set forth in such writing. Increase In the amount of the Revolving Credit Commitment case of any Bank hereunder such waiver or consent relating to any provision hereof, any Event of Default or Default so waived or consented to shall be deemed to be cured and not continuing, but no such waiver or consent shall extend the Expiration Date; Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment. Whether or not any Loans are outstanding, extend the time for payment of principal or interest of any Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Revolving Credit Commitment reduction in connection with such a mandatory prepayment hereunder, except for mandatory reductions of the Revolving Credit Commitments on the Expiration Date), the Revolving Credit Commitment Fee or to any other fee payable to or subsequent Event of Default or Default or impair any Bank, or reduce the principal amount of or the rate of interest borne by any Loan or reduce the Revolving Credit Commitment Fee or any other fee payable to any Bank, or otherwise affect the terms of payment of the principal of or interest on any Loan, the Revolving Credit Commitment Fee or any other fee payable to any Bank; Release of Collateral or Guarantor. Except for sales of assets permitted by Section 7.2.7 [Dispositions of Assets or Subsidiaries], release any Collateral consisting of capital stock or other ownership interests of any Loan Party or its Subsidiaries or substantially all of the assets of any Loan Party, any release any Guarantor from its Obligations under the Guaranty Agreement; or Borrowing Base. Permit any Loan to be made or Letter of Credit to be issued if after giving effect thereto the Revolving Facility Usage hereunder would exceed either (A) the lesser of 110% of the Borrowing Base or the Borrowing Base plus $5,000,000 for more than thirty (30) consecutive Business Days, or (B) the Revolving Credit Commitmentsright consequent thereto.

Modifications, Amendments or Waivers. With the written consent of the Required Banks, the Agent, acting on behalf of all the Banks, and the BorrowersBorrower, on behalf of the Loan Parties, may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document (other than a Hedge Agreement) or the rights of the Banks or the Loan Parties hereunder or thereunder, or may grant written waivers or consents to a departure from the due performance of the Obligations (other than with respect to Obligations arising out of a Hedge Agreement) of the Loan Parties hereunder or thereunder. Any such agreement, waiver waiver, or consent made with such written consent shall be effective to bind all the Banks and the Loan Parties, ; provided, that, without the written consent of all the Banks, no such agreement, waiver waiver, or consent may be made which will: -82- 95 Increase of Commitment; Extension or of Expiration Date. Increase the amount of the Revolving Credit Commitment or Convertible Revolving Credit Commitment, or Swingline Commitment of any Bank hereunder or extend the Revolving Credit Expiration Date except pursuant to the terms of Section 2.10.2 or the Convertible Revolving Credit Expiration Date, except pursuant to the terms of Section 3.4 hereof; Extension of Payment; Reduction of Principal Principal, Interest or Fees; Modification of Terms of Payment. Whether or not any Loans are outstanding, extend the time for payment of principal or interest of any Loan (excluding the due date Loan, Reimbursement Obligation, Letter of Credit Borrowings, any mandatory prepayment of a Loan or any mandatory Revolving Credit Commitment reduction in connection with such a mandatory prepayment hereunder, except for mandatory reductions of the Revolving Credit Commitments on the Expiration Date), the Revolving Credit Commitment Fee or any other fee payable to any Bank, or reduce the principal amount of or the rate of interest borne by any Loan or reduce the Revolving Credit Commitment Fee or any other fee payable to any Bank, or otherwise affect in a manner adverse to any Bank, the terms of payment of the principal of or interest on of any Loan, the Revolving Credit Commitment Fee or any other fee payable to any Bank; Release of Collateral Guarantor or GuarantorSecurity. Except for sales of assets permitted by Section 7.2.7 [Dispositions of Assets or Subsidiaries], release any Collateral consisting of capital stock or other ownership interests of any Loan Party or its Subsidiaries or substantially all of the assets of any Loan Party, any release Release any Guarantor from its Obligations under the Guaranty Agreement; Agreement or Borrowing Base. Permit any Loan to be made or Letter of Credit to be issued if after giving effect thereto the Revolving Facility Usage hereunder would exceed either (A) the lesser of 110% other material security for any of the Borrowing Base or the Borrowing Base plus $5,000,000 for more than thirty (30) consecutive Business Days, or (B) the Revolving Credit Commitments.Loan Parties' Obligations; or

Modifications, Amendments or Waivers. With the written consent (a) No amendment or waiver of the Required Banks, the Agent, acting on behalf of all the Banks, and the Borrowers, on behalf of the Loan Parties, may from time to time enter into written agreements amending or changing any provision of this Agreement any Loan Document, and no consent with respect to any departure by any Loan Party therefrom, shall be effective unless the same shall be in writing and signed by Agent, the Required Lenders (or any other Loan Document or by Agent with the rights consent of the Banks or the Loan Parties hereunder or thereunder, or may grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any Required Lenders) and Borrower; provided that no such agreementamendment, waiver or consent made shall, unless in writing and signed by all Lenders directly affected thereby (or by Agent with such written consent shall be effective to bind all the Banks and the Loan Parties, provided, that, without the written consent of all Lenders directly affected thereby), in addition to Agent, Required Lenders (or by Agent with the Banksconsent of Required Lenders) and Borrower, no such agreement, waiver do any of the following: (i) increase or consent may be made which will: Increase of Commitment; Extension or Expiration Date. Increase decrease the amount of the Revolving Credit Commitment of any Bank hereunder of, or extend the Expiration Date; Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment. Whether or not any Loans are outstandingterm of, extend the time for payment of principal or interest of any Loan commitment (excluding the due date of any mandatory prepayment of a Loan or any mandatory Revolving Credit Commitment reduction in connection with such a mandatory prepayment hereunder, except for mandatory reductions of the Revolving Credit Commitments on the Expiration Datewhich shall be deemed to affect all Lenders), the Revolving Credit Commitment Fee or any other fee payable to any Bank, or (ii) reduce the principal amount of or the rate of interest borne by on (other than waiving the imposition of the Default Rate) any Term Loan or reduce the Revolving Credit Commitment Fee amount of any fees payable under any Loan Document, (iii) postpone the date fixed for or reduce or waive any scheduled installment of principal or any other fee payable payment of interest or fees due to any BankLender under the Loan Documents, (iv) release or otherwise affect subordinate the terms of payment of the principal of or interest Lien on any Loan, the Revolving Credit Commitment Fee or any other fee payable to any Bank; Release of Collateral or Guarantor. Except for sales of assets permitted by Section 7.2.7 [Dispositions of Assets or Subsidiaries], release any Collateral consisting of capital stock or other ownership interests of any Loan Party or its Subsidiaries all or substantially all of the assets Collateral, or consent to a transfer of all or substantially all of the Collateral (which shall be deemed to affect all Lenders), (v) release a Loan Party from, or consent to a Loan Party's assignment or delegation of, such Loan Party's obligations under the Loan Documents (which shall be deemed to affect all Lenders), except as otherwise may be provided in any Loan PartyDocument, (vi) amend, modify, terminate or waive Section 10.16 or any release any Guarantor from its Obligations under other provision providing for the Guaranty Agreement; pro rata sharing of payments or Borrowing Base. Permit any Loan to be made or Letter of Credit to be issued if after giving effect thereto the Revolving Facility Usage hereunder would exceed either (A) the lesser of 110% of the Borrowing Base or the Borrowing Base plus $5,000,000 for more than thirty (30) consecutive Business DaysSection 11.01(a), or (Bvii) amend or modify the Revolving Credit Commitments.definition of “Required Lenders” or any provision providing for the consent or other action by all Lenders. 63 KE 52826770.15

Modifications, Amendments or Waivers. With the written consent of the Required BanksRequired11.1 Lenders, the Administrative Agent, acting on behalf of all the BanksLenders, and the BorrowersBorrower, on behalf of the Loan Parties, may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Banks Lenders or the Loan Parties hereunder or thereunder, or may grant written waivers or consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks Lenders and the Loan Parties, ; provided, that, without the written consent of all the Banks, that no such agreement, waiver or consent may be made which that will: Increase of Commitment; Extension extend or Expiration Date. Increase increase the amount of the Revolving Credit Commitment of any Bank Lender (or reinstate any obligation to(a) make Loans terminated pursuant to Section 9.2) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.1 or Section 4.2 or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender); postpone any date fixed by this Agreement or any other Loan Document for any(b) payment (including mandatory prepayment of a Revolving Overadvance or a Term Overadvance but excluding other mandatory prepayments of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or extend under any other Loan Document) without the Expiration Date; Extension written consent of Payment; Reduction of Principal Interest each Lender entitled to receive such payment or Fees; Modification of Terms of Payment. Whether or not any Loans whose Commitments are outstandingto be reduced, extend it being understood that the time for payment of principal or interest of any Loan (excluding the due date waiver of any mandatory prepayment of a Loan Loans (or any mandatory Revolving Credit Commitment reduction in connection with such definition relating thereto), other than a mandatory prepayment hereunderof a Revolving Overadvance or a Term Overadvance, except shall not constitute a postponement of any date scheduled for mandatory reductions the payment of the Revolving Credit Commitments on the Expiration Date), the Revolving Credit Commitment Fee principal or any other fee payable to any Bank, or interest; reduce the principal amount of of, or the rate of interest borne by specified herein on, any Loan or(c) Letter of Credit Borrowing or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce the Revolving Credit Commitment Fee or any other fee payable to hereunder; change Section 2.14 or Section 9.2(d) in a manner that would alter the pro rata(d) sharing of payments required thereby without the written consent of each Lender directly affected thereby; 125 change any Bankprovision of this Section 11.1 or the definition of “Required Lenders”(e) without the written consent of each Lender directly affected thereby; except in connection with a transaction permitted under Section 7.7 or 7.8, or otherwise affect the terms of payment of the principal of or interest on any Loan, the Revolving Credit Commitment Fee or any other fee payable to any Bank; Release of Collateral or Guarantor. Except for sales of assets permitted by Section 7.2.7 [Dispositions of Assets or Subsidiaries], release any Collateral consisting of capital stock or other ownership interests of any Loan Party or its Subsidiaries release(f) all or substantially all of the assets Collateral without the written consent of each Lender whose Obligations are secured by such Collateral; or release the Borrower without the consent of each Lender, or, except in connection(g) with a transaction permitted under Section 7.7 or 7.8, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of each Lender whose Secured Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.13 (in which case such release may be made by the Administrative Agent acting alone); provided, that, no agreement, waiver or consent that would modify the interests, rights or(i) obligations of the Administrative Agent, the Swing Line Lender or an Issuing Lender may be made without the written consent of such Administrative Agent, the Swing Line Lender or such Issuing Lender, as applicable, only the consent of the Administrative Agent and any other Lender party(ii) thereto shall be required for any amendment to the Fee Letter, the Schedules to this Agreement and the Annexes to the Security(iii) Agreement may be modified as provided in and subject to the terms described in Section 6.1(e)(x), [reserved],(iv) [reserved],(v) [reserved],(vi) any agreement, waiver or consent that by its terms would modify the(vii) interests, rights or obligations of one Class of Lenders (but not of any Loan Partyother Class of Lenders) may be effected by an agreement, waiver or consent in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 11.1 if such Class of Lenders was the only Class of Lenders hereunder at such time, this Agreement may be amended as contemplated by Section 2.1(g) in(viii) connection with the addition of any release any Guarantor from its Obligations Tranche of Incremental Term Loans under the Guaranty Incremental Term Loan Facility with the consent of the Borrower, the Additional Incremental Term Lenders (if any), the existing Lenders providing such Tranche of Incremental Term Loans (if any) and the Administrative Agent and other than as expressly provided in this Agreement; or Borrowing Base. Permit any Loan to , no waiver of any(ix) condition precedent set forth in Section 4.2 may be made or Letter of Credit to be issued if after giving effect thereto without the Revolving Facility Usage hereunder would exceed either (A) the lesser of 110% consent of the Borrowing Base Class of Lenders holding Commitments under the requested Facility that would be required to consent under this Section 11.1 if such Class of Lenders was the only Class of Lenders hereunder at such time; and provided, further, that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1(a) through 11.1(g) above, the Borrowing Base plus $5,000,000 for more than thirty (30) consecutive Business Days, or (B) consent of the Revolving Credit Commitments.Required Lenders is obtained but the consent of 126

Modifications, Amendments or Waivers. With The provisions of any Loan Document may be modified, amended or waived only by a written instrument signed by Borrower, Administrative Agent, as applicable and the written consent Requisite Lenders party thereto; provided that the provisions of the Required BanksWarrants may be modified, the Agentamended and waived as set forth therein; provided further, acting on behalf that no such agreement shall (a) increase any Commitment of all the Banks, and the Borrowers, on behalf of the Loan Parties, may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunderLender, or may grant written waivers extend the date thereof or consents to a departure from decrease the due performance amount of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Banks and the Loan Parties, provided, thatany scheduled reduction thereof, without the written consent of all the Bankssuch Lender, no such agreement, waiver or consent may be made which will: Increase of Commitment; Extension or Expiration Date. Increase the amount of the Revolving Credit Commitment of any Bank hereunder or extend the Expiration Date; Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment. Whether or not any Loans are outstanding, extend the time for payment of principal or interest of any Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Revolving Credit Commitment reduction in connection with such a mandatory prepayment hereunder, except for mandatory reductions of the Revolving Credit Commitments on the Expiration Date), the Revolving Credit Commitment Fee or any other fee payable to any Bank, or b) reduce the principal amount of or the rate of interest borne by any Loan or reduce the Revolving Credit Commitment Fee or any other fee payable to any Bankrate of interest thereon, or otherwise affect reduce any fees payable hereunder, without the terms written consent of each Lender affected thereby, (c) postpone the scheduled date of payment of the principal amount of or interest on any Loan, or any interest thereon, or any fees payable hereunder, or reduce the Revolving Credit Commitment Fee amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (d) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied as among the Lenders or Loans, without the written consent of each Lender, (e) change any of the provisions of this Section or the definition of the term “Requisite Lenders” or any other fee payable provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any Bank; Release rights hereunder or make any determination or grant any consent hereunder, without the written consent of Collateral each Lender or Guarantor. Except for sales of assets permitted by Section 7.2.7 [Dispositions of Assets or Subsidiaries], release any Collateral consisting of capital stock or other ownership interests of any Loan Party or its Subsidiaries or substantially all (f) except pursuant to the terms of the assets of any Loan PartyGuaranty, any release any Guarantor from any of its Obligations guarantee obligations under the Guaranty Agreementwithout the written consent of each Lender; and provided further, that no such agreement shall amend, modify or Borrowing Base. Permit any Loan to be made otherwise affect the rights or Letter of Credit to be issued if after giving effect thereto the Revolving Facility Usage hereunder would exceed either (A) the lesser of 110% duties of the Borrowing Base or Administrative Agent without the Borrowing Base plus $5,000,000 for more than thirty (30) consecutive Business Days, or (B) prior written consent of the Revolving Credit CommitmentsAdministrative Agent.