Common use of No Other Waivers; Reservation of Rights Clause in Contracts

No Other Waivers; Reservation of Rights. (a) Brigus has not waived, is not by this Agreement waiving, and has no intention of waiving, any events of default under the Financing Agreements ("Events of Default") which may be continuing on the date hereof or any Events of Default which may occur after the date hereof (whether the same or similar to the Existing Defaults or otherwise), and Brigus has not agreed to forbear with respect to any of its rights or remedies concerning any Events of Default (other than, during the Forbearance Period, the Existing Defaults to the extent expressly set forth herein), which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure to act by Brigus, shall be deemed to constitute or shall be construed as (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower at any time, (ii) a commitment or an agreement to make a commitment with respect to any possible restructure of the indebtedness evidenced by the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following the termination of the Forbearance Period. (b) Subject to Section 2.2(a) above, Brigus reserves its right, in its discretion, to exercise any or all of its rights and remedies under the Promissory Notes and the other Financing Agreements as a result of any Events of Default which may be continuing on the date hereof or any Event of Default which may occur after the date hereof; and Brigus has not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remedies.

No Other Waivers; Reservation of Rights. a. In consideration of the accommodations made in this Agreement Obligors represent to and agree with Agent and Lenders that (ai) Brigus the Indebtedness is due to Lenders on demand or subject to acceleration by reason of the Specified Defaults and the Specified Forbearance Termination Event without setoff, defense or counterclaim at law or in equity, of any kind or nature, or to the extent that any of the Obligors believe that they have any such defense, set-off or counterclaim, they have agreed to, and do hereby, waive each and every such defense, set-off or counterclaim, nor have they assigned any of same, (ii) that any potential defenses, counterclaims and setoffs have been freely waived, with full knowledge of all facts and circumstances underlying same; (iii) Agent and the Lenders have fully performed all of their obligations under the Loan Documents; (iv) Agent and Lenders have no obligation to forbear from enforcing their rights and remedies available upon default; (v) any future loans or forbearance will be extended in the sole discretion of Lenders; (vi) neither Agent nor any Lender has made any representations of any kind or nature that funding in any amount will continue, or that forbearance by the Agent and Lenders will be extended beyond the date set forth herein; (vii) the actions taken by the Agent and each Lender to date in furtherance of the Loan Documents have been reasonable and appropriate under the circumstances, have not violated any of Obligors’ rights, and were within the rights of Agent and Lenders thereunder; and (viii) the Agent and Lenders have neither violated any of the terms or conditions of any Loan Documents, nor made any representations or commitments, oral or written, or undertaken any obligations to Obligors other than as set forth in the Loan Documents or this Agreement. b. The Agent and Lenders have not waived, is are not by this Agreement waiving, and has have no intention of waiving, any events of default under the Financing Agreements ("Events of Default") Loan Documents which may be continuing on the date hereof or any Events of Default such default which may occur after the date hereof (whether the same or similar to the Existing Specified Defaults or otherwise), and Brigus has the Specified Forbearance Termination Event) and Agent and Lenders have not agreed to forbear with respect to any of its their rights or remedies concerning any Events of Default such default (other than, during the Forbearance Period, the Existing Specified Defaults and the Specified Forbearance Termination Event, to the extent expressly set forth herein), which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure . c. Subject to act by Brigus, shall be deemed to constitute or shall be construed as Section 9 of the Forbearance Agreement (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower at any time, (ii) a commitment or an agreement to make a commitment solely with respect to any possible restructure of the indebtedness evidenced by Specified Defaults and the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following Specified Forbearance Termination Event), Agent and Lenders reserve the termination of the Forbearance Period. (b) Subject to Section 2.2(a) above, Brigus reserves its right, in its their discretion, to exercise any or all of its rights and remedies under the Promissory Notes Loan Documents, and the other Financing Agreements applicable law as a result of any Events Event of Default which may be continuing on the date hereof or any Event of Default or Forbearance Termination Event which may occur after the date hereof; , and Brigus has Agent and the Lenders have not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remediesremedies all such rights having been reserved. d. Without limiting the generality of the foregoing, Obligors will not claim that any prior action or course of conduct by the Agent or any Lender constitutes an agreement or obligation to continue such action or course of conduct in the future. Obligors acknowledge that the Lenders have made no commitment to make further loans to Obligors and Obligors acknowledge the Indebtedness shall be paid in full and all obligations satisfied prior to the end of the Forbearance Period. e. Except as otherwise specifically provided herein, nothing in this Agreement shall be construed as an amendment to any Loan Document. The Loan Documents are in full force and effect, and shall remain in full force and effect unless and until an agreement modifying any Loan Document is executed and delivered by the applicable parties, and then only to the extent such agreement actually modifies such documents.

No Other Waivers; Reservation of Rights. a. In consideration of the accommodations made in this Agreement Obligors represent to and agree with Agent and Lenders that (ai) Brigus has the Indebtedness is due to Lenders in accordance with the terms of the Credit Agreement and other Loan Documents without setoff, defense or counterclaim at law or in equity, of any kind or nature, or to the extent that any of the Obligors believe that they have any such defense, set-off or counterclaim, they have agreed to, and do hereby, waive each and every such defense, set-off or counterclaim, nor have they assigned any of same, (ii) that any potential defenses, counterclaims and setoffs have been freely waived, with full knowledge of all facts and circumstances underlying same; (iii) Agent and the Lenders have fully performed all of their obligations under the Loan Documents; (iv) Agent and Lenders have no obligation to forbear from enforcing their rights and remedies available upon default or Event of Default; (v) any future loans or forbearance will be extended in the sole discretion of Lenders; (vi) the actions taken by the Agent and each Lender to date in furtherance of the Loan Documents have been reasonable and appropriate under the circumstances, have not violated any of Obligors’ rights, and were within the rights of Agent and Lenders thereunder; and (vii) the Agent and Lenders have neither violated any of the terms or conditions of any Loan Documents, nor made any representations or commitments, oral or written, or undertaken any obligations to Obligors other than as set forth in the Loan Documents or this Agreement. b. Other than as specifically set forth in the Ninth Amendment to Credit Agreement, the Agent and Lenders have not waived, is are not by this Agreement waiving, and has have no intention of waiving, any events default or Event of default Default under the Financing Agreements ("Events of Default") Loan Documents which may be continuing on the date hereof or any Events such default or Event of Default which may occur after the date hereof (whether the same or similar to the Existing Defaults or otherwise), and Brigus has Agent and Lenders have not agreed to forbear with respect to any of its their rights or remedies concerning any Events such default or Event of Default (other than, during the Forbearance Period, the Existing Defaults to the extent expressly set forth herein)Default, which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure to act by Brigus, shall be deemed to constitute or shall be construed as (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower at any time, (ii) a commitment or an agreement to make a commitment with respect to any possible restructure of the indebtedness evidenced by the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following the termination of the Forbearance Period. (b) Subject to Section 2.2(a) above, Brigus reserves its c. Agent and Lenders reserve the right, in its their discretion, to exercise any or all of its their rights and remedies under the Promissory Notes Loan Documents, and the other Financing Agreements applicable law as a result of any Events default or Event of Default which has not been waived hereby and may be continuing on the date hereof or any default or Event of Default which may occur after the date hereof; , and Brigus has Agent and the Lenders have not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remediesremedies all such rights having been reserved. d. Without limiting the generality of the foregoing, Obligors will not claim that any prior action or course of conduct or dealing by the Agent or any Lender constitutes an agreement or obligation to continue such action or course of conduct or dealing in the future. Obligors acknowledge that the Lenders have made no commitment to make further loans to Obligors and Obligors acknowledge the Indebtedness shall be paid in full and all obligations satisfied in accordance with the terms of the Credit Agreement.

No Other Waivers; Reservation of Rights. (a) Brigus In consideration of the accommodations made in this Agreement Obligors represent to and agree with Agent and Lenders that (i) the Indebtedness is due to Lenders without setoff, defense or counterclaim at law or in equity, of any kind or nature, or to the extent that any of the Obligors believe that they have any such defense, set-off or counterclaim, they have agreed to, and do hereby, waive each and every such defense, set-off or counterclaim, nor have they assigned any of same, (ii) that any potential defenses, counterclaims and setoffs have been freely waived, with full knowledge of all facts and circumstances underlying same; (iii) Agent and the Lenders have fully performed all of their obligations under the Loan Documents; (iv) Agent and Lenders have no obligation to forbear from enforcing their rights and remedies available upon default; (v) any future loans or forbearance will be extended in the sole discretion of Lenders; (vi) neither Agent nor any Lender has made any representations of any kind or nature that funding in any amount will continue, or that forbearance by the Agent and Lenders will be extended beyond the date set forth herein; (vii) the actions taken by the Agent and each Lender to date in furtherance of the Loan Documents have been reasonable and appropriate under the circumstances, have not violated any of Obligors’ rights, and were within the rights of Agent and Lenders thereunder; and (viii) the Agent and Lenders have neither violated any of the terms or conditions of any Loan Documents, nor made any representations or commitments, oral or written, or undertaken any obligations to Obligors other than as set forth in the Loan Documents or this Agreement. (b) The Agent and Lenders have not waived, is are not by this Agreement waiving, and has have no intention of waiving, any events of default under the Financing Agreements ("Events of Default") Loan Documents which may be continuing on the date hereof or any Events of Default such default which may occur after the date hereof (whether the same or similar to the Existing Specified Defaults or otherwise), and Brigus has Agent and Lenders have not agreed to forbear with respect to any of its their rights or remedies concerning any Events of Default such default (other than, during the Forbearance Period, the Existing Defaults Specified Defaults, to the extent expressly set forth herein), which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure to act by Brigus, shall be deemed to constitute or shall be construed as (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower at any time, (ii) a commitment or an agreement to make a commitment with respect to any possible restructure of the indebtedness evidenced by the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following the termination of the Forbearance Period. (bc) Subject to Section 2.2(a) above9 above (solely with respect to the Specified Defaults), Brigus reserves its Agent and Lenders reserve the right, in its their discretion, to exercise any or all of its rights and remedies under the Promissory Notes Loan Documents, and the other Financing Agreements applicable law as a result of any Events Event of Default which may be continuing on the date hereof or any Event of Default which may occur after the date hereof; , and Brigus has Agent and the Lenders have not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remediesremedies all such rights having been reserved. (d) Without limiting the generality of the foregoing, Obligors will not claim that any prior action or course of conduct by the Agent or any Lender constitutes an agreement or obligation to continue such action or course of conduct in the future. Obligors acknowledge that the Lenders have made no commitment to make further loans to Obligors and Obligors acknowledge the Indebtedness shall be paid in full and all obligations satisfied prior to the end of the Forbearance Period. (e) Except as otherwise specifically provided herein, nothing in this Agreement shall be construed as an amendment to any Loan Document. The Loan Documents are in full force and effect, and shall remain in full force and effect unless and until an agreement modifying any Loan Document is executed and delivered by the applicable parties, and then only to the extent such agreement actually modifies such documents.

No Other Waivers; Reservation of Rights. (a) Brigus Lender has not waived, is not by this Agreement waiving, waiving and has no intention of waiving, any events of default under the Financing Agreements ("Defaults or Events of Default") Default that have occurred or which may be continuing on the date hereof or any Defaults or Events of Default Default, which may occur after the date hereof (whether the same or similar to the Existing Defaults or otherwise), and Brigus except as expressly set forth in Section 3.2 hereof, Lender has not agreed to forbear with respect to any of its rights or remedies concerning any Defaults or Events of Default (other than, during the Forbearance Period, than the Existing Defaults to the extent expressly set forth hereinDefaults), which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure to act by Brigus, shall be deemed to constitute or shall be construed as (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower at any time, (ii) a commitment or an agreement to make a commitment with respect to any possible restructure of the indebtedness evidenced by the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following the termination of the Forbearance Period. (b) Subject to Section 2.2(a) above3.2 hereof, Brigus Lender reserves its the right, in its discretionLender’s discretion or to the extent provided in the Loan Agreement, to exercise any or all of its rights and remedies under the Promissory Notes Loan Agreement and the other Financing Agreements as a result of any Defaults or Events of Default Default, which may be continuing on the date hereof or any Defaults or Event of Default Default, which may occur after the date hereof; , and Brigus Lender has not waived any of such rights or remedies, and nothing in this Agreement, and no failure, delay or course of dealing on its any of their part in exercising any such rights or remedies, should shall be construed as a waiver of any such rights or remedies. No single or partial exercise of any right of the Lender shall preclude any later exercise of such right, and failure by the Lender to require strict performance of any provision of the Financing Agreements shall not affect any right of the Lender to demand strict compliance and performance thereunder.

No Other Waivers; Reservation of Rights. (a) Brigus Neither the Trustee nor any of the Holders has not waived, is not by this Agreement waiving, and has no current intention of waiving, waiving any events of default under the Financing Agreements ("Events of Default") which may be continuing on the date hereof or any Events of Default which may occur after the date hereof (whether the same or similar to the Existing Defaults or otherwise), and Brigus has not agreed to forbear with respect to any of its rights or remedies concerning any Events of Default (other than, during the Forbearance Period, the Existing Specified Event of Default solely to the extent expressly set forth herein) or any of the liabilities or obligations under the Indenture, and neither the Trustee nor any of the Holders has agreed to forbear with respect to any of their respective rights or remedies concerning any Defaults or Events of Default (other than, during the Forbearance Period, the Specified Event of Default solely to the extent expressly set forth herein), which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure Subject to act by Brigus, shall be deemed to constitute or shall be construed as Section 1(a) (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower at any time, (ii) a commitment or an agreement to make a commitment solely with respect to any possible restructure the Specified Event of the indebtedness evidenced by the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following the termination of Default and only during the Forbearance Period. (b) Subject to and Section 2.2(a) above3 below, Brigus reserves its the Trustee and the Holders reserve the right, in its their discretion, to exercise any or all of its their rights and remedies under the Promissory Notes and the other Financing Agreements Indenture, at law or otherwise as a result of any Defaults or Events of Default which may be continuing on the date hereof or any Event Defaults or Events of Default which may occur after the date hereof; , and Brigus has the Trustee and the Holders have not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its any of their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remedies. The Company and each of the Guarantors hereby acknowledge and agree that to the extent that the Indenture prohibits, restricts or limits any action or omission by the Company or any of the Guarantors, or imposes any condition, certification or notification requirement on the Company and each of the Guarantors upon the occurrence and continuance of a Default or Event of Default, then, notwithstanding the forbearance obligations provided herein, such prohibition, restriction, limitation, condition, certification or notification requirement shall continue to apply during the Forbearance Period and thereafter so long as such Default or Event of Default exists. The Company and each of the Guarantors hereby acknowledges and agrees that the running of any statutes of limitation or doctrine of laches applicable to any claims or causes of action (or any legal presumptions related thereto) that the Trustee or any Holders may be entitled to take or bring against the Company or any of the Guarantors (or any of their respective assets) is, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.

No Other Waivers; Reservation of Rights. (a) Brigus In consideration of the accommodations made in this Agreement Obligors represent to and agree with Agent and Lenders that (i) the Indebtedness is due to Lenders without setoff, defense or counterclaim at law or in equity, of any kind or nature, or to the extent that any of the Obligors believe that they have any such defense, set-off or counterclaim, they have agreed to, and do hereby, waive each and every such defense, set-off or counterclaim, nor have they assigned any of same, (ii) that any potential defenses, counterclaims and setoffs have been freely waived, with full knowledge of all facts and circumstances underlying same; (iii) Agent and the Lenders have fully performed all of their obligations under the Loan Documents; (iv) except as set forth herein, Agent and Lenders have no obligation to forbear from enforcing their rights and remedies available upon default; (v) any future loans or forbearance will be extended in the sole discretion of Lenders; (vi) neither Agent nor any Lender has made any representations of any kind or nature that funding in any amount will continue, or that forbearance by the Agent and Xxxxxxx will be extended beyond the date set forth herein; (vii) the actions taken by the Agent and each Lender to date in furtherance of the Loan Documents have been reasonable and appropriate under the circumstances, have not violated any of Obligors’ rights, and were within the rights of Agent and Lenders thereunder; and (viii) the Agent and Xxxxxxx have neither violated any of the terms or conditions of any Loan Documents, nor made any representations or commitments, oral or written, or undertaken any obligations to Obligors other than as set forth in the Loan Documents or this Agreement. (b) The Agent and Lenders have not waived, is are not by this Agreement waiving, and has have no intention of waiving, any events of default under the Financing Agreements ("Events of Default") Loan Documents which may be continuing on the date hereof or any Events of Default such default which may occur after the date hereof (whether the same or similar to the Existing Defaults or otherwise), Third Specified Events of Default) and Brigus has Agent and Lenders have not agreed to forbear with respect to any of its their rights or remedies concerning any Events of Default such default (other than, during the Forbearance Period, the Existing Defaults Third Specified Events of Default, to the extent expressly set forth herein), which may have occurred or are is continuing as of the date hereof or which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure to act by Brigus, shall be deemed to constitute or shall be construed as (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower at any time, (ii) a commitment or an agreement to make a commitment with respect to any possible restructure of the indebtedness evidenced by the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following the termination of the Forbearance Period. (bc) Subject to Section 2.2(a) above15 above (solely with respect to the Third Specified Events of Default), Brigus reserves its Agent and Lenders reserve the right, in its their discretion, to exercise any or all of its their rights and remedies under the Promissory Notes Loan Documents, and the other Financing Agreements applicable law as a result of any Events Event of Default which may be continuing on the date hereof or any Event of Default which may occur after the date hereof; , and Brigus has Agent and the Lenders have not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remediesremedies all such rights having been reserved. (d) Without limiting the generality of the foregoing, Obligors will not claim that any prior action or course of conduct by the Agent or any Lender constitutes an agreement or obligation to continue such action or course of conduct in the future. Obligors acknowledge that, except as set forth herein, the Lenders have made no commitment to make further loans to Obligors and Obligors acknowledge the Indebtedness shall be paid in full and all obligations satisfied upon the end of the Forbearance Period. (e) Except as otherwise specifically provided herein, nothing in this Agreement shall be construed as an amendment to any Loan Document. The Loan Documents are in full force and effect, and shall remain in full force and effect unless and until an agreement modifying any Loan Document is executed and delivered by the applicable parties, and then only to the extent such agreement actually modifies such documents.

No Other Waivers; Reservation of Rights. (a) Brigus Neither the Agent nor any other Lender has not waived, or is not by this Agreement waiving, and has no intention (i) any Default or Event of waivingDefault which may be continuing on the date hereof other than the Specified Defaults or (ii) any Default or Event of Default which may hereafter arise (whether similar to the Specified Defaults or otherwise), including, without limitation, any events Default or Event of default Default that now or hereafter may occur as a result of the failure by any Borrower to timely pay or perform any of its obligations under or in respect of the Senior Unsecured High Yield Note Indenture, any of the Senior Unsecured High Yield Notes or any other Indebtedness (other than the Indebtedness under the Financing Agreements Apex Note) . ("Events b) The Agent and the Lenders reserve the right, in their discretion, to exercise any or all of Default"their rights and remedies under the Credit Agreement and the other Loan Documents as a result of any Default or Event of Default (other than the Specified Defaults, in each case to the extent expressly set forth herein) which may be continuing on the date hereof or any Events of Default which may occur after the date hereof (whether the same or similar to the Existing Defaults or otherwise), and Brigus has not agreed to forbear with respect to any of its rights or remedies concerning any Events Event of Default (other thanthan the Specified Defaults, during the Forbearance Period, the Existing Defaults in each case to the extent expressly set forth herein), which may have occurred or are continuing as of the date hereof or ) which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure to act by Brigus, shall be deemed to constitute or shall be construed as (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower at any time, (ii) a commitment or an agreement to make a commitment with respect to any possible restructure of the indebtedness evidenced by the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following the termination of the Forbearance Period. (b) Subject to Section 2.2(a) above, Brigus reserves its right, in its discretion, to exercise any or all of its rights and remedies under the Promissory Notes and the other Financing Agreements as a result of any Events of Default which may be continuing on the date hereof or any Event of Default which may occur after the date hereof; and Brigus has not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its the part of the Agent or any Lender in exercising any such rights right or remediesremedy, should shall be construed as a waiver of any such rights right or remediesremedy.

No Other Waivers; Reservation of Rights. (a) Brigus Neither the Trustee nor any of the Forbearing Holders has not waived, is not by this Forbearance Agreement waiving, and has no current intention of waiving, waiving any events of default under the Financing Agreements ("Specified Events of Default") which may be continuing on the date hereof , any other Defaults or any Events of Default which may occur after or any of the date hereof liabilities or obligations (whether including any Obligations) under the same or similar to the Existing Defaults or otherwise)Indenture, and Brigus neither the Trustee nor any of the Forbearing Holders has not agreed to forbear with respect to any of its their respective rights or remedies concerning any Defaults or Events of Default (other than, during the Forbearance Period, the Existing Defaults Specified Events of Default solely to the extent expressly set forth herein), which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure Subject to act by Brigus, shall be deemed to constitute or shall be construed as Section 1(a) and Section 1(b) above (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower at any time, (ii) a commitment or an agreement to make a commitment solely with respect to any possible restructure the Specified Events of the indebtedness evidenced by the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following the termination of Default and only during the Forbearance Period. (b) Subject to Section 2.2(a) above), Brigus reserves its the Trustee and the Forbearing Holders reserve the right, in its their discretion, to exercise any or all of its their rights and remedies under the Promissory Notes and the other Financing Agreements Indenture, at law or otherwise as a result of any Defaults or Events of Default which may be continuing on the date hereof or any Event Defaults or Events of Default which may occur after the date hereof; , and Brigus has the Trustee and the Forbearing Holders have not waived any of such rights or remedies, and nothing in this Forbearance Agreement, and no delay on its any of their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remedies. The Company and each of the Guarantors hereby acknowledge and agree that to the extent that the Indenture prohibits, restricts or limits any action or omission by the Company or any of the Guarantors, or imposes any condition, certification or notification requirement on the Company and each of the Guarantors upon the occurrence and continuance of a Default or Event of Default, then, notwithstanding the forbearance obligations provided herein, such prohibition, restriction, limitation, condition, certification or notification requirement shall continue to apply during the Forbearance Period and thereafter so long as such Default or Event of Default exists; provided, that, notwithstanding the foregoing, the Company and the Guarantors shall be permitted to enter into and consummate the Hawkeye Transaction. The Company and each of the Guarantors hereby acknowledges and agrees that the running of any statutes of limitation or doctrine of laches applicable to any claims or causes of action (or any legal presumptions related thereto) that the Trustee or any Forbearing Holders may be entitled to take or bring against the Company or any of the Guarantors (or any of their respective assets) is, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.

No Other Waivers; Reservation of Rights. a. In consideration of the accommodations made in this Agreement Obligors represent to and agree with Agent and Lenders that (ai) Brigus the Indebtedness is due to Lenders on demand or subject to acceleration by reason of the Specified Defaults and the Specified Forbearance Termination Event without setoff, defense or counterclaim at law or in equity, of any kind or nature, or to the extent that any of the Obligors believe that they have any such defense, set-off or counterclaim, they have agreed to, and do hereby, waive each and every such defense, set-off or counterclaim, nor have they assigned any of same, (ii) that any potential defenses, counterclaims and setoffs have been freely waived, with full knowledge of all facts and circumstances underlying same; (iii) Agent and the Lenders have fully performed all of their obligations under the Loan Documents; (iv) Agent and Lenders have no obligation to forbear from enforcing their rights and remedies available upon default; (v) any future loans or forbearance will be extended in the sole discretion of Lenders; (vi) neither Agent nor any Lender has made any representations of any kind or nature that funding in any amount will continue, or that forbearance by the Agent and Lenders will be extended beyond the date set forth herein; (vii) the actions taken by the Agent and each Lender to date in furtherance of the Loan Documents have been reasonable and appropriate under the circumstances, have not violated any of Obligors’ rights, and were within the rights of Agent and Lenders thereunder; and (viii) the Agent and Lenders have neither violated any of the terms or conditions of any Loan Documents, nor made any representations or commitments, oral or written, or undertaken any obligations to Obligors other than as set forth in the Loan Documents or this Agreement. b. The Agent and Lenders have not waived, is are not by this Agreement waiving, and has have no intention of waiving, any events of default under the Financing Agreements ("Events of Default") Loan Documents which may be continuing on the date hereof or any Events of Default such default which may occur after the date hereof (whether the same or similar to the Existing Specified Defaults or otherwise), and Brigus has the Specified Forbearance Termination Event) and Agent and Lenders have not agreed to forbear with respect to any of its their rights or remedies concerning any Events of Default such default (other than, during the Forbearance Period, the Existing Specified Defaults and the Specified Forbearance Termination Event, to the extent expressly set forth herein), which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure . c. Subject to act by Brigus, shall be deemed to constitute or shall be construed as Section 9 of the Forbearance Agreement (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower at any time, (ii) a commitment or an agreement to make a commitment solely with respect to any possible restructure of the indebtedness evidenced by Specified Defaults and the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following Specified Forbearance Termination Event), Agent and Lenders reserve the termination of the Forbearance Period. (b) Subject to Section 2.2(a) above, Brigus reserves its right, in its their discretion, to exercise any or all of its their rights and remedies under the Promissory Notes Loan Documents, and the other Financing Agreements applicable law as a result of any Events Event of Default which may be continuing on the date hereof or any Event of Default or Forbearance Termination Event which may occur after the date hereof; , and Brigus has Agent and the Lenders have not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remediesremedies all such rights having been reserved. d. Without limiting the generality of the foregoing, Obligors will not claim that any prior action or course of conduct by the Agent or any Lender constitutes an agreement or obligation to continue such action or course of conduct in the future. Obligors acknowledge that the Lenders have made no commitment to make further loans to Xxxxxxxx and Obligors acknowledge the Indebtedness shall be paid in full and all obligations satisfied prior to the end of the Forbearance Period. e. Except as otherwise specifically provided herein, nothing in this Agreement shall be construed as an amendment to any Loan Document. The Loan Documents are in full force and effect, and shall remain in full force and effect unless and until an agreement modifying any Loan Document is executed and delivered by the applicable parties, and then only to the extent such agreement actually modifies such documents.

No Other Waivers; Reservation of Rights. a. In consideration of the accommodations made in this Agreement Obligors represent to and agree with Agent and Lenders that (ai) Brigus the Indebtedness is due to Lenders on demand or subject to acceleration by reason of the Specified Defaults and the Specified Forbearance Termination Event without setoff, defense or counterclaim at law or in equity, of any kind or nature, or to the extent that any of the Obligors believe that they have any such defense, set-off or counterclaim, they have agreed to, and do hereby, waive each and every such defense, set-off or counterclaim, nor have they assigned any of same, (ii) that any potential defenses, counterclaims and setoffs have been freely waived, with full knowledge of all facts and circumstances underlying same; (iii) Agent and the Lenders have fully performed all of their obligations under the Loan Documents; (iv) Agent and Lenders have no obligation to forbear from enforcing their rights and remedies available upon default; (v) any future loans or forbearance will be extended in the sole discretion of Lenders; (vi) neither Agent nor any Lender has made any representations of any kind or nature that funding in any amount will continue, or that forbearance by the Agent and Lenders will be extended beyond the date set forth herein; (vii) the actions taken by the Agent and each Lender to date in furtherance of the Loan Documents have been reasonable and appropriate under the circumstances, have not violated any of Obligors’ rights, and were within the rights of Agent and Lenders thereunder; and (viii) the Agent and Lenders have neither violated any of the terms or conditions of any Loan Documents, nor made any representations or commitments, oral or written, or undertaken any obligations to Obligors other than as set forth in the Loan Documents or this Agreement. b. The Agent and Lenders have not waived, is are not by this Agreement waiving, and has have no intention of waiving, any events of default under the Financing Agreements ("Events of Default") Loan Documents which may be continuing on the date hereof or any Events of Default such default which may occur after the date hereof (whether the same or similar to the Existing Specified Defaults or otherwise), and Brigus has the Specified Forbearance Termination Event) and Agent and Lenders have not agreed to forbear with respect to any of its their rights or remedies concerning any Events of Default such default (other than, during the Forbearance Period, the Existing Specified Defaults and the Specified Forbearance Termination Event, to the extent expressly set forth herein), which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure . c. Subject to act by Brigus, shall be deemed to constitute or shall be construed as Section 9 of the Forbearance Agreement (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower at any time, (ii) a commitment or an agreement to make a commitment solely with respect to any possible restructure of the indebtedness evidenced by Specified Defaults and the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following Specified Forbearance Termination Event), Agent and Lenders reserve the termination of the Forbearance Period. (b) Subject to Section 2.2(a) above, Brigus reserves its right, in its their discretion, to exercise any or all of its rights and remedies under the Promissory Notes Loan Documents, and the other Financing Agreements applicable law as a result of any Events Event of Default which may be continuing on the date hereof or any Event of Default or Forbearance Termination Event which may occur after the date hereof; , and Brigus has Agent and the Lenders have not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remediesremedies all such rights having been reserved. d. Without limiting the generality of the foregoing, Obligors will not claim that any prior action or course of conduct by the Agent or any Lender constitutes an agreement or obligation to continue such action or course of conduct in the future. Obligors acknowledge that the Lenders have made no commitment to make further loans to Xxxxxxxx and Obligors acknowledge the Indebtedness shall be paid in full and all obligations satisfied prior to the end of the Forbearance Period. e. Except as otherwise specifically provided herein, nothing in this Agreement shall be construed as an amendment to any Loan Document. The Loan Documents are in full force and effect, and shall remain in full force and effect unless and until an agreement modifying any Loan Document is executed and delivered by the applicable parties, and then only to the extent such agreement actually modifies such documents.

No Other Waivers; Reservation of Rights. (a) Brigus Neither the Administrative Agent nor any Lender has not waived, is not by this Agreement Fifth Amendment waiving, and or has no any intention of waiving, any events of default under the Financing Agreements ("Events of Default") Default which may be continuing on the date hereof or any Events of Default which may occur after the date hereof (whether the same or similar to the Existing Defaults Specified Events of Default or otherwise), and Brigus neither the Administrative Agent nor any Lender has not agreed to forbear with respect to any of its rights or remedies concerning any other Events of Default (other than, during the Forbearance Period, the Existing Defaults Specified Events of Default to the extent expressly set forth herein), which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure to act by Brigus, shall be deemed to constitute or shall be construed as (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower occurring at any time, . Subject to Section 1(b) above (ii) a commitment or an agreement to make a commitment solely with respect to any possible restructure the Specified Events of Default), Administrative Agent and each Lender reserves the indebtedness evidenced by the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following the termination of the Forbearance Period. (b) Subject to Section 2.2(a) above, Brigus reserves its right, in its discretion, to exercise any or all of its rights and remedies under the Promissory Notes Amended Credit Agreement and the other Financing Agreements Loan Documents as a result of any other Events of Default which may be continuing on occurring at any time. Neither the date hereof or Administrative Agent nor any Event of Default which may occur after the date hereof; and Brigus Lender has not waived any of such rights or remedies, and nothing in this AgreementFifth Amendment, and no delay on its part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remedies. Other than as expressly set forth in Section 6 below, neither the Administrative Agent nor any Lender has consented to, or is by this Fifth Amendment consenting to, any Change of Control with respect to any Loan Party.

No Other Waivers; Reservation of Rights. (a) Brigus Neither the Administrative Agent nor any Lender has not waived, is not by this Agreement Ninth Amendment waiving, and or has no any intention of waiving, any events of default under the Financing Agreements ("Events of Default") Default which may be continuing on the date hereof or any Events of Default which may occur after the date hereof (whether the same or similar to the Existing Defaults Specified Events of Default or otherwise), and Brigus neither the Administrative Agent nor any Lender has not agreed to forbear with respect to any of its rights or remedies concerning any other Events of Default (other than, during the Ninth Amendment Forbearance Period, the Existing Defaults Specified Events of Default to the extent expressly set forth herein), which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure to act by Brigus, shall be deemed to constitute or shall be construed as (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower occurring at any time, . Subject to Section 1(b) above (ii) a commitment or an agreement to make a commitment solely with respect to any possible restructure the Specified Events of Default), Administrative Agent and each Lender reserves the indebtedness evidenced by the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following the termination of the Forbearance Period. (b) Subject to Section 2.2(a) above, Brigus reserves its right, in its discretion, to exercise any or all of its rights and remedies under the Promissory Notes Amended Credit Agreement and the other Financing Agreements Loan Documents as a result of any other Events of Default which may be continuing on occurring at any time. Neither the date hereof or Administrative Agent nor any Event of Default which may occur after the date hereof; and Brigus Lender has not waived any of such rights or remedies, and nothing in this AgreementNinth Amendment, and no delay on its part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remedies. Other than as expressly set forth in Section 6 below, neither the Administrative Agent nor any Lender has consented to, or is by this Ninth Amendment consenting to, any Change of Control with respect to any Loan Party.

No Other Waivers; Reservation of Rights. a. In consideration of the accommodations made in this Agreement Obligors represent to and agree with Agent and Lenders that (ai) Brigus the Indebtedness is due to Lenders without setoff, defense or counterclaim at law or in equity, of any kind or nature, or to the extent that any of the Obligors believe that they have any such defense, set-off or counterclaim, they have agreed to, and do hereby, waive each and every such defense, set-off or counterclaim, nor have they assigned any of same, (ii) that any potential defenses, counterclaims and setoffs have been freely waived, with full knowledge of all facts and circumstances underlying same; (iii) Agent and the Lenders have fully performed all of their obligations under the Loan Documents; (iv) Agent and Lenders have no obligation to forbear from enforcing their rights and remedies available upon default; (v) any future loans or forbearance will be extended in the sole discretion of Lenders; (vi) neither Agent nor any Lender has made any representations of any kind or nature that funding in any amount will continue, or that forbearance by the Agent and Lenders will be extended beyond the date set forth herein; (vii) the actions taken by the Agent and each Lender to date in furtherance of the Loan Documents have been reasonable and appropriate under the circumstances, have not violated any of Obligors’ rights, and were within the rights of Agent and Lenders thereunder; and (viii) the Agent and Lenders have neither violated any of the terms or conditions of any Loan Documents, nor made any representations or commitments, oral or written, or undertaken any obligations to Obligors other than as set forth in the Loan Documents or this Agreement. b. The Agent and Lenders have not waived, is are not by this Agreement waiving, and has have no intention of waiving, any events of default under the Financing Agreements ("Events of Default") Loan Documents which may be continuing on the date hereof or any Events of Default such default which may occur after the date hereof (whether the same or similar to the Existing Defaults or otherwise), Third Specified Event of Default) and Brigus has Agent and Lenders have not agreed to forbear with respect to any of its their rights or remedies concerning any Events of Default such default (other than, during the Forbearance Period, the Existing Defaults Third Specified Event of Default, to the extent expressly set forth herein), which may have occurred or are is continuing as of the date hereof or which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure . c. Subject to act by Brigus, shall be deemed to constitute or shall be construed as Section 9 above (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower at any time, (ii) a commitment or an agreement to make a commitment solely with respect to any possible restructure the Third Specified Event of Default), Agent and Lenders reserve the indebtedness evidenced by the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following the termination of the Forbearance Period. (b) Subject to Section 2.2(a) above, Brigus reserves its right, in its their discretion, to exercise any or all of its their rights and remedies under the Promissory Notes Loan Documents, and the other Financing Agreements applicable law as a result of any Events Event of Default which may be continuing on the date hereof or any Event of Default which may occur after the date hereof; , and Brigus has Agent and the Lenders have not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remediesremedies all such rights having been reserved. d. Without limiting the generality of the foregoing, Obligors will not claim that any prior action or course of conduct by the Agent or any Lender constitutes an agreement or obligation to continue such action or course of conduct in the future. Obligors acknowledge that, except as set forth herein, the Lenders have made no commitment to make further loans to Obligors and Obligors acknowledge the Indebtedness shall be paid in full and all obligations satisfied upon the end of the Forbearance Period. e. Except as otherwise specifically provided herein, nothing in this Agreement shall be construed as an amendment to any Loan Document. The Loan Documents are in full force and effect, and shall remain in full force and effect unless and until an agreement modifying any Loan Document is executed and delivered by the applicable parties, and then only to the extent such agreement actually modifies such documents.

No Other Waivers; Reservation of Rights. (a) Brigus Neither the Trustee, any of the Holders nor any beneficial owner of any of the Notes has not waived, is not by this Forbearance Agreement waiving, and has no intention of waiving, waiving any events of default under the Financing Agreements ("Existing Events of Default") which may be continuing on the date hereof , any other Defaults or any Events of Default which may occur after or any of the date hereof liabilities or obligations (whether including any Obligations) under any of the same or similar to the Existing Defaults or otherwise)Note Documents, and Brigus neither the Trustee, any of the Holders nor any beneficial owner of any of the Notes has not agreed to forbear with respect to any of its their respective rights or remedies concerning any Defaults or Events of Default (other than, during the Forbearance Period, the Existing Defaults Events of Default solely to the extent expressly set forth herein), which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure Subject to act by Brigus, shall be deemed to constitute or shall be construed as Section 1(a) above (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower at any time, (ii) a commitment or an agreement to make a commitment solely with respect to any possible restructure the Existing Events of the indebtedness evidenced by the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following the termination of Default and only during the Forbearance Period. (b) Subject to Section 2.2(a) above), Brigus reserves its the Trustee, the Holders and each beneficial owner of any of the Notes reserve the right, in its their discretion, to exercise any or all of its their rights and remedies under the Promissory Indenture, the Notes and the other Financing Agreements Note Documents, at law or otherwise as a result of any Defaults or Events of Default which may be continuing on the date hereof or any Event Defaults or Events of Default which may occur after the date hereof; , and Brigus the Trustee, each of the Holders and each beneficial owner of any of the Notes has not waived any of such rights or remedies, and nothing in this Forbearance Agreement, and no delay on its any of their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remedies. The Issuer and the Guarantors hereby acknowledge and agree that to the extent that the Indenture and any other Note Document prohibits, restricts or limits any action or omission by the Issuer or any of its Subsidiaries, or imposes any condition, certification or notification requirement on the Issuer or any of its Subsidiaries upon the occurrence and continuance of a Default or Event of Default, then, notwithstanding the forbearance obligations provided herein, such prohibition, restriction, limitation, condition, certification or notification requirement shall continue to apply during the Forbearance Period and thereafter so long as such Default or Event of Default exists. The Issuer and the Guarantors hereby acknowledge and agree that the running of any statutes of limitation or doctrine of laches applicable to any claims or causes of action (or any legal presumptions related thereto) that the Trustee or any Holder may be entitled to take or bring against the Issuer or any of the Guarantors (or any of their respective assets) is, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.

No Other Waivers; Reservation of Rights. (a) Brigus Neither the Trustee nor any of the Holders has not waived, is not by this Agreement waiving, and has no current intention of waiving, waiving any events of default under the Financing Agreements ("Events of Default") which may be continuing on the date hereof or any Events of Default which may occur after the date hereof (whether the same or similar to the Existing Defaults or otherwise), and Brigus has not agreed to forbear with respect to any of its rights or remedies concerning any Events of Default (other than, during the Forbearance Period, the Existing Specified Events of Default solely to the extent expressly set forth herein) or any of the liabilities or obligations under the Indenture, and neither the Trustee nor any of the Holders has agreed to forbear with respect to any of their respective rights or remedies concerning any Defaults or Events of Default (other than, during the Forbearance Period, the Specified Events of Default solely to the extent expressly set forth herein), which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure Subject to act by Brigus, shall be deemed to constitute or shall be construed as Section 1(a) (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower at any time, (ii) a commitment or an agreement to make a commitment solely with respect to any possible restructure the Specified Events of the indebtedness evidenced by the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following the termination of Default and only during the Forbearance Period. (b) Subject to and Section 2.2(a) above3 below, Brigus reserves its the Trustee and the Holders reserve the right, in its their discretion, to exercise any or all of its their rights and remedies under the Promissory Notes and the other Financing Agreements Indenture, at law or otherwise as a result of any Defaults or Events of Default which may be continuing on the date hereof or any Event Defaults or Events of Default which may occur after the date hereof; , and Brigus has the Trustee and the Holders have not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its any of their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remedies. The Company and each of the Guarantors hereby acknowledge and agree that to the extent that the Indenture prohibits, restricts or limits any action or omission by the Company or any of the Guarantors, or imposes any condition, certification or notification requirement on the Company and each of the Guarantors upon the occurrence and continuance of a Default or Event of Default, then, notwithstanding the forbearance obligations provided herein, such prohibition, restriction, limitation, condition, certification or notification requirement shall continue to apply during the Forbearance Period and thereafter so long as such Default or Event of Default exists. The Company and each of the Guarantors hereby acknowledges and agrees that the running of any statutes of limitation or doctrine of laches applicable to any claims or causes of action (or any legal presumptions related thereto) that the Trustee or any Holders may be entitled to take or bring against the Company or any of the Guarantors (or any of their respective assets) is, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.

No Other Waivers; Reservation of Rights. (a) Brigus Neither the Administrative Agent nor any of the Lenders has not waived, is not by this Forbearance Agreement waiving, and has no intention of waiving, waiving any events of default under the Financing Agreements ("Existing Events of Default") which may be continuing on the date hereof , any other Defaults or any Events of Default which may occur after or any of the date hereof liabilities or obligations (whether including any Obligations) under any of the same or similar to the Existing Defaults or otherwise)Loan Documents, and Brigus neither the Administrative Agent nor any of the Lenders has not agreed to forbear with respect to any of its their respective rights or remedies concerning any Defaults or Events of Default (other than, during the Forbearance Period, the Existing Defaults Events of Default solely to the extent expressly set forth herein), which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure Subject to act by Brigus, shall be deemed to constitute or shall be construed as Section 1(a) above (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower at any time, (ii) a commitment or an agreement to make a commitment solely with respect to any possible restructure the Existing Events of the indebtedness evidenced by the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following the termination of Default and only during the Forbearance Period. (b) Subject to Section 2.2(a) above), Brigus reserves its the Administrative Agent and the Lenders reserve the right, in its their discretion, to exercise any or all of its their rights and remedies under the Promissory Notes Credit Agreement and the other Financing Agreements Loan Documents, at law or otherwise as a result of any Defaults or Events of Default which may be continuing on the date hereof or any Event Defaults or Events of Default which may occur after the date hereof; , and Brigus has the Administrative Agent and the Lenders have not waived any of such rights or remedies, and nothing in this Forbearance Agreement, and no delay on its any of their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remedies. Borrower, Holdings and the other Loan Parties hereby acknowledge and agree that to the extent that the Credit Agreement and any other Loan Document prohibits, restricts or limits any action or omission by Borrower or any of its Subsidiaries, or imposes any condition, certification or notification requirement on Borrower or any of its Subsidiaries upon the occurrence and continuance of a Default or Event of Default, then, notwithstanding the forbearance obligations provided herein, such prohibition, restriction, limitation, condition, certification or notification requirement shall continue to apply during the Forbearance Period and thereafter so long as such Default or Event of Default exists. Borrower, Holdings and the other Loan Parties hereby acknowledge and agree that the running of any statutes of limitation or doctrine of laches applicable to any claims or causes of action (or any legal presumptions related thereto) that the Administrative Agent or any Lender may be entitled to take or bring against Borrower, Holdings or any of the other Loan Parties (or any of their respective assets) is, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.

No Other Waivers; Reservation of Rights. (a) Brigus has Other than the Waiver Events of Default, the Agent and the Banks have not waived, is are not by this Agreement Forbearance, Waiver and Amendment waiving, and has have made no intention of waivingcommitment to waive, any events of default under the Financing Agreements ("Events of Default") which Default that may be continuing on the date hereof (including the Forbearance Events of Default) or any Events of Default which that may occur after the date hereof (whether the same or similar to the Existing Defaults Events of Default or otherwise), and Brigus has the Agent and the Banks have not agreed to forbear with respect to any of its rights or remedies concerning any Events of Default (other than, during the Forbearance PeriodTerm, the Existing Defaults Forbearance Events of Default to the extent expressly set forth herein), which that may have occurred or are continuing as of the date hereof or which that may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure to act by Brigus, shall be deemed to constitute or shall be construed as (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower at any time, (ii) a commitment or an agreement to make a commitment with respect to any possible restructure of the indebtedness evidenced by the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following the termination of the Forbearance Period. (b) Subject to Section 2.2(a5(b) aboveabove (solely with respect to the Existing Events of Default) and to Section 6(b) above (solely with respect to the Waiver Events of Default), Brigus reserves its the Agent and the Banks reserve the right, in its their discretion, to exercise any or all of its their rights and remedies under the Promissory Notes Credit Agreement and the other Financing Agreements Loan Documents as a result of any Events of Default which that may be continuing on the date hereof or any Event of Default which that may occur after the date hereof; , and Brigus has the Agent and the Banks have not waived any of such rights or remedies, and nothing in this AgreementForbearance, Waiver and Amendment, and no delay on its their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remedies.

No Other Waivers; Reservation of Rights. a. In consideration of the accommodations made in this Agreement Obligors represent to and agree with Agent and Lenders that (ai) Brigus has the Indebtedness is due to Lenders in accordance with the terms of the Credit Agreement and other Loan Documents without setoff, defense or counterclaim at law or in equity, of any kind or nature, or to the extent that any of the Obligors believe that they have any such defense, set-off or counterclaim, they have agreed to, and do hereby, waive each and every such defense, set-off or counterclaim, nor have they assigned any of same, (ii) that any potential defenses, counterclaims and setoffs have been freely waived, with full knowledge of all facts and circumstances underlying same; (iii) Agent and the Lenders have fully performed all of their obligations under the Loan Documents; (iv) Agent and Lenders have no obligation to forbear from enforcing their rights and remedies available upon default or Event of Default; (v) any future loans or forbearance will be extended in the sole discretion of Lenders; (vi) the actions taken by the Agent and each Lender to date in furtherance of the Loan Documents have been reasonable and appropriate under the circumstances, have not violated any of Obligors’ rights, and were within the rights of Agent and Lenders thereunder; and (vii) the Agent and Lenders have neither violated any of the terms or conditions of any Loan Documents, nor made any representations or commitments, oral or written, or undertaken any obligations to Obligors other than as set forth in the Loan Documents or this Agreement. b. Other than as specifically set forth in the Waiver, the Agent and Lenders have not waived, is are not by this Agreement waiving, and has have no intention of waiving, any events default or Event of default Default under the Financing Agreements ("Events of Default") Loan Documents which may be continuing on the date hereof or any Events such default or Event of Default which may occur after the date hereof (whether the same or similar to the Existing Specified Defaults or otherwise), and Brigus has the Specified Forbearance Termination Event) and Agent and Lenders have not agreed to forbear with respect to any of its their rights or remedies concerning any Events such default or Event of Default (other than, during the Forbearance Period, the Existing Defaults to the extent expressly set forth herein)Default, which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Nothing contained in this Agreement, nor any action by Brigus, nor any failure to act by Brigus, shall be deemed to constitute or shall be construed as (i) a course of dealing obligating Brigus to take, or not to take, any action, including without limitation to provide any accommodations, financial or otherwise, to any Borrower at any time, (ii) a commitment or an agreement to make a commitment with respect to any possible restructure of the indebtedness evidenced by the Promissory Notes or (iii) an agreement to forbear from exercising any rights or remedies following the termination of the Forbearance Period. (b) Subject to Section 2.2(a) above, Brigus reserves its c. Agent and Lenders reserve the right, in its their discretion, to exercise any or all of its their rights and remedies under the Promissory Notes Loan Documents, and the other Financing Agreements applicable law as a result of any Events default or Event of Default which has not been waived hereby and may be continuing on the date hereof or any default or Event of Default which may occur after the date hereof; , and Brigus has Agent and the Lenders have not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its their part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remediesremedies all such rights having been reserved. d. Without limiting the generality of the foregoing, Obligors will not claim that any prior action or course of conduct or dealing by the Agent or any Lender constitutes an agreement or obligation to continue such action or course of conduct or dealing in the future. Obligors acknowledge that the Lenders have made no commitment to make further loans to Obligors and Obligors acknowledge the Indebtedness shall be paid in full and all obligations satisfied in accordance with the terms of the Credit Agreement.