Common use of Waiver and Consent; Bankruptcy Clause in Contracts

Waiver and Consent; Bankruptcy. (a) Except to the extent set forth in Section 6, Senior Creditor shall have no obligation to Junior Creditors with respect to the Collateral or the Senior Indebtedness. Senior Creditor may (i) commence and pursue any Enforcement Action, (ii) exercise collection rights, (iii) take possession of, sell or dispose of, and otherwise deal with, all or any portion of the Collateral, (iv) in Senior Creditor’s name or in PEDEVCO’s name, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of, or securing, any right to payment, or grant any extension to, make any compromise or settlement with or otherwise agree to waive, modify, amend or change the Senior Indebtedness (including collateral obligations) of any account PEDEVCO or other obligor of PEDEVCO; (v) prosecute, settle and receive proceeds on any insurance claims relating to the Collateral, and (vi) exercise and enforce any right or remedy available to Senior Creditor with respect to PEDEVCO and/or the Collateral, whether available before or after the occurrence of any default under the Senior Creditor Agreements, in each such case without consent of Junior Creditors and without notice to Junior Creditors except any notice as specifically required by law. To the extent it is legally permitted to do so, Senior Creditor shall apply the proceeds of the Collateral against the Senior Indebtedness in any order of application it deems appropriate, and to the extent there is any excess remaining after such application, then to Junior Creditors for payment of the Subordinated Indebtedness, or to any other party legally entitled to such proceeds. Each Junior Creditor hereby waives any and all right to require the marshalling of assets in connection with the exercise of any of the remedies permitted by applicable law or agreement. (b) In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of PEDEVCO, dissolution, liquidation or any other marshalling of the assets or liabilities of PEDEVCO, each Junior Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of PEDEVCO in respect of the Subordinated Indebtedness and will hold in trust for Senior Creditor and promptly pay over to Senior Creditor in the form received (except for the endorsement of such Junior Creditor where necessary) for application to the then-existing Senior Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Indebtedness has been Fully Paid and Satisfied. If a Junior Creditor shall fail to file any claim, proof of claim or other instrument within ten (10) business days of the deadline for filing, Senior Creditor, as attorney-in-fact for such Junior Creditor, may (but shall have no obligation to) take such action on such Junior Creditor’s behalf, at PEDEVCO’s expense. Each Junior Creditor hereby irrevocably appoints Senior Creditor, or any of its officers or employees, as the attorney-in-fact for such Junior Creditor (which appointment is coupled with an interest) with the power but not the duty to execute, verify, deliver and file any claim, proof of claim or other instrument of similar character to the extent permitted by this Section 7(b) and each Junior Creditor will, at PEDEVCO’s expense, execute and deliver to Senior Creditor such other and further powers-of-attorney or instruments as Senior Creditor may reasonably request in order to accomplish the foregoing. At all times, each Junior Creditor shall retain the right to vote claims comprising Subordinated Indebtedness held by such Junior Creditor and to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension, provided, however, no Junior Creditor shall vote to accept a plan of reorganization or liquidation (“Plan”) in any Proceeding, unless such Plan (i) pays Senior Creditor, in cash on the effective date of the Plan, the full amount of the Senior Indebtedness, or (ii) is acceptable to Senior Creditor in its sole and absolute discretion. (c) If PEDEVCO’s estate becomes the subject of a proceeding (“Proceeding”) under Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended, (the “Bankruptcy Code”), and if Senior Creditor desires to permit the use of cash collateral or to provide post-petition financing to PEDEVCO, no Junior Creditor shall object to the same or assert that its interests are not being adequately protected and each Junior Creditor agrees that adequate notice to such Junior Creditor shall have been provided if such Junior Creditor receives written notice in accordance with the Bankruptcy Code. Each Junior Creditor waives any claim it may now or hereafter have arising out of Senior Creditor’s election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or a lien under Section 364 of the Bankruptcy Code by PEDEVCO, as debtor-in-possession. To the extent that Senior Creditor receives payment on account of the Senior Indebtedness (whether from proceeds of Collateral or otherwise) which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment received, the Senior Indebtedness, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payment had not been received by Senior Creditor.

Waiver and Consent; Bankruptcy. (a) Except to the extent as set forth in Section 6herein or as required by law, the Senior Creditor Creditors shall have no obligation to the Junior Creditors with respect to the Collateral or the Senior Indebtedness. The Senior Creditor Creditors may (i) commence and pursue any Enforcement Action, (ii) exercise collection rights, (iiiii) take possession of, sell or dispose of, and otherwise deal with, all or any portion of the Collateral, (iviii) in the Senior Creditor’s Creditors’ name, the Junior Creditors’ name or in PEDEVCO’s the Credit Parties’ name, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of, or securing, any right to payment, or grant any extension to, make any compromise or settlement with or otherwise agree to waive, modify, amend or change the Senior Indebtedness (including collateral obligations) of any account PEDEVCO debtor or other obligor of PEDEVCO; the Credit Parties, (viv) prosecute, settle and receive proceeds on any insurance claims relating to the Collateral, and (viv) exercise and enforce any right or remedy available to Senior Creditor Creditors with respect to PEDEVCO the Credit Parties and/or the Collateral, whether available before or after the occurrence of any default Default or Event of Default under the Senior Creditor Agreements, in each such case Loan Documents; all without consent of Junior Creditors and without notice to Junior Creditors except any notice as specifically required by law. To the extent it is legally permitted to do so, Senior Creditor Creditors shall apply the proceeds of the Collateral against the Senior Indebtedness in any order of application it deems appropriate, and to the extent there is any excess remaining after such application, then to Junior Creditors for payment of the Subordinated Junior Indebtedness, or to any other party legally entitled to such proceeds. Each Junior Creditor Creditors hereby waives waive any and all right to require the marshalling of assets in connection with the exercise of any of the remedies permitted by applicable law or agreement. (b) In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of PEDEVCOthe Credit Parties, dissolution, liquidation or any other marshalling of the assets or liabilities of PEDEVCOthe Credit Parties, each Junior Creditor Creditors will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of PEDEVCO the Credit Parties in respect of the Subordinated Junior Indebtedness and will hold in trust for Senior Creditor Creditors and promptly pay over to Senior Creditor Creditors in the form received (except for the endorsement of such Junior Creditor Creditors where necessary) for application to the then-existing Senior Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Junior Indebtedness, unless and until the Senior Indebtedness has been Fully Paid and Satisfiedin Full. If a Junior Creditor Creditors shall fail to file take any claim, proof of claim or other instrument within ten (10) business days of the deadline for filingsuch action, Senior CreditorCreditors, as attorney-in-fact for such Junior CreditorCreditors, may (but shall have no obligation to) take such action on such Junior Creditor’s Creditors’ behalf, at PEDEVCO’s expense. Each Junior Creditor hereby irrevocably appoints Senior Creditor, or any of its officers or employees, as the attorney-in-fact for such Junior Creditor (which appointment is coupled with an interest) with the power but not the duty to execute, verify, deliver and file any claim, proof of claim or other instrument of similar character to the extent permitted by this Section 7(b) and each Junior Creditor will, at PEDEVCO’s expense, execute and deliver to Senior Creditor such other and further powers-of-attorney or instruments as Senior Creditor may reasonably request in order to accomplish the foregoing. At all times, each Junior Creditor shall retain the right to vote claims comprising Subordinated Indebtedness held by such Junior Creditor and to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension, provided, however, no Junior Creditor shall vote to accept a plan of reorganization or liquidation (“Plan”) in any Proceeding, unless such Plan (i) pays Senior Creditor, in cash on the effective date of the Plan, the full amount of the Senior Indebtedness, or (ii) is acceptable to Senior Creditor in its sole and absolute discretion. (c) If PEDEVCO’s any one or more Credit Party or such Credit Party or Credit Parties’ estate becomes become the subject of a proceeding (“Proceeding”) proceedings under Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended, (the “Bankruptcy Code”), and if Senior Creditor desires Creditors desire to permit the use of cash collateral or to provide post-petition financing to PEDEVCOthe Credit Parties, no Junior Creditor Creditors shall not object to the same or assert that its interests are not being adequately protected and each Junior Creditor agrees that adequate notice of such financing to such Junior Creditor Creditors shall have been provided if such Junior Creditor receives Creditors receive written notice in accordance with the Bankruptcy Code. Each The Junior Creditors shall not (i) take any action or vote in any way so as to directly or indirectly challenge or contest (A) the validity or the enforceability of any of the Senior Loan Documents or the liens and security interests granted to Senior Agent with respect to the Senior Indebtedness, (B) the rights and duties of Senior Agent established in the Senior Loan Documents, or (C) the validity or enforceability of this Agreement; (ii) seek, or acquiesce in any request, to dismiss any insolvency or other proceeding or to convert an insolvency or other proceeding under Chapter 11 of the Bankruptcy Code to a case under Chapter 7 of the Bankruptcy Code; (iii) seek, or acquiesce in any request for, the appointment of a trustee or examiner with expanded powers for the Credit Parties; (iv) propose, vote in favor of or otherwise approve a plan of reorganization, arrangement or liquidation, or file any motion or pleading in support of any plan of reorganization, arrangement or liquidation in any bankruptcy case where any Credit Party is a debtor, unless it provides that the Senior Indebtedness is Paid in Full or unless Senior Agent has approved of the treatment of its claims with respect to the Senior Indebtedness under such plan; (v) object to the treatment under a plan of reorganization or arrangement of the claims with respect to the Senior Indebtedness; (vi) seek relief from the automatic stay of Section 362 of the Bankruptcy Code or any other stay in any insolvency or other proceeding in respect of any portion of the Collateral, provided, however, that the Junior Creditors shall be permitted to join in any motion or proceeding filed or commenced by the Senior Agent or any Senior Creditor waives to seek relief from the automatic stay, provided that, notwithstanding the granting of such relief from the stay as to the Junior Creditors, the Junior Creditors shall be bound by all of the provisions of this Agreement and shall be prevented from exercising any rights or remedies with respect to the Collateral, to the extent otherwise provided in this Agreement, until such time as the Senior Indebtedness has been Paid in Full; or (vii) directly or indirectly oppose any relief requested or supported by Senior Agent, including any sale or other disposition of property free and clear of the liens and security interests of Junior Creditors under Section 363(f) of the Bankruptcy Code or any other similar provision of applicable law. Junior Creditors waive any claim it they may now or hereafter have arising out of Senior CreditorAgent’s election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or a lien Lien under Section 364 of the Bankruptcy Code by PEDEVCOCredit Parties, as debtor-in-possession; provided that, notwithstanding the foregoing, if in any insolvency proceeding wherein any Credit Party is a debtor, the Senior Creditors (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any use of cash collateral or financing under Section 364 of the Bankruptcy Code, then the Junior Creditors may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Senior Liens on the same basis as the other Liens securing the Junior Liens are so subordinated to the Senior Liens under this Agreement. To the extent that Senior Creditor Agent receives payment payments on account of the Senior Indebtedness (whether from or proceeds of Collateral or otherwise) which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Indebtedness, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payment payments or proceeds had not been received by Senior CreditorAgent. Notwithstanding anything in this Section 8(c) to the contrary, as to any matters not provided for in this Section 8(c) arising in any proceeding instituted under Chapter 11 of the Bankruptcy Code by or against the Credit Parties, the Junior Creditors shall be permitted to vote the portion of their claim that are secured and unsecured.

Waiver and Consent; Bankruptcy. (a) Except to the extent set forth in Section 6, Senior Creditor Lender shall have no obligation to Junior Creditors Lender with respect to the Collateral except as set forth in Section 14 or the Senior Indebtedness. Senior Creditor Lender may (i) commence and pursue any Enforcement Action, (ii) exercise collection rights, (iiiii) take possession of, sell or dispose of, and otherwise deal with, all or any portion of the Collateral, (iviii) in Senior CreditorLender’s name or in PEDEVCOCompany’s name, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of, or securing, any right to payment, or grant any extension to, make any compromise or settlement with or otherwise agree to waive, modify, amend or change the Senior Indebtedness (including collateral obligations) of any account PEDEVCO Company or other obligor of PEDEVCOCompany; (viv) prosecute, settle and receive proceeds on any insurance claims relating to the Collateral, and (viv) exercise and enforce any right or remedy available to Senior Creditor Lender with respect to PEDEVCO Company and/or the Collateral, whether available before or after the occurrence of any default under the Senior Creditor Agreements, in each such case Default; all without consent of Junior Creditors Lender and without notice to Junior Creditors Lender except any notice as specifically required by law. To the extent it is legally permitted to do so, Senior Creditor Lender shall apply the proceeds of the Collateral against the Senior Indebtedness in any order of application it deems appropriate, and to the extent there is any excess remaining after such application, then promptly to Junior Creditors Lender for payment of the Subordinated Junior Indebtedness, or to any other party legally entitled to such proceeds. Each Junior Creditor Lender hereby waives any and all right to require the marshalling of assets in connection with the exercise of any of the remedies permitted by applicable law or agreement. (b) In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of PEDEVCOCompany, dissolution, liquidation or any other marshalling of the assets or liabilities of PEDEVCOCompany, each Junior Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of PEDEVCO in respect of the Subordinated Indebtedness and Lender will hold in trust for Senior Creditor Lender and promptly pay over to Senior Creditor Lender in the form received (except for the endorsement of such Junior Creditor Lender where necessary) for application to the then-existing Senior Indebtedness, any and all moneys, dividends or other assets (other than Reorganized Subordination Securities) received in any such proceedings on account of the Subordinated Junior Indebtedness, unless and until the Senior Indebtedness has been Fully Paid and Satisfiedin Full. If a Junior Creditor Lender shall fail to file take any claim, proof of claim or other instrument within ten (10) business days of the deadline for filingsuch action, Senior CreditorLender, as attorney-in-fact for such Junior CreditorLender, may (but shall have no obligation to) take such action on such Junior CreditorLender’s behalf, at PEDEVCO’s expense. Each Junior Creditor hereby irrevocably appoints Senior Creditor, or any of its officers or employees, as the attorney-in-fact for such Junior Creditor (which appointment is coupled with an interest) with the power but not the duty to execute, verify, deliver and file any claim, proof of claim or other instrument of similar character to the extent permitted by this Section 7(b) and each Junior Creditor will, at PEDEVCO’s expense, Lender will execute and deliver to Senior Creditor Lender such other and further powers-of-attorney or instruments as Senior Creditor Lender may reasonably request in order to accomplish the foregoing. At all times, each Junior Creditor shall retain the right to vote claims comprising Subordinated Indebtedness held by such Junior Creditor and to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension, provided, however, no Junior Creditor shall vote to accept a plan of reorganization or liquidation (“Plan”) in any Proceeding, unless such Plan (i) pays Senior Creditor, in cash on the effective date of the Plan, the full amount of the Senior Indebtedness, or (ii) is acceptable to Senior Creditor in its sole and absolute discretion. (c) If PEDEVCOCompany or Company’s estate becomes become the subject of a proceeding (“Proceeding”) proceedings under Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended, (the “Bankruptcy Code”), and if Senior Creditor Lender desires to permit the use of cash collateral or to provide post-petition financing to PEDEVCOCompany and the aggregate amount of such financing and the Senior Indebtedness does not exceed the Maximum Senior Lien Financing Amount, no Junior Creditor Lender shall not object to the same or assert that its interests are not being adequately protected and each Junior Creditor agrees that adequate notice of such financing to such Junior Creditor Lender shall have been provided if such Junior Creditor Lender receives written notice in accordance with the Bankruptcy Code. Each The Junior Lender shall not (i) take any action or vote in any way so as to directly or indirectly challenge or contest (A) the validity or the enforceability of any of the Senior Loan Documents or the liens and security interests granted to Senior Lender with respect to the Senior Indebtedness, (B) the rights and duties of Senior Lender established in the Senior Loan Documents, or (C) the validity or enforceability of this Agreement; (ii) seek, or acquiesce in any request, to dismiss any insolvency or other proceeding or to convert an insolvency or other proceeding under Chapter 11 of the Bankruptcy Code to a case under Chapter 7 of the Bankruptcy Code; (iii) seek, or acquiesce in any request for, the appointment of a trustee or examiner with expanded powers for the Company; (iv) propose, vote in favor of or otherwise approve a plan of reorganization, arrangement or liquidation, or file any motion or pleading in support of any plan of reorganization, arrangement or liquidation, unless it provides that the Senior Indebtedness is Paid in Full or unless Senior Lender has approved of the treatment of its claims with respect to the Senior Indebtedness under such plan; (v) object to the treatment under a plan of reorganization or arrangement of the claims with respect to the Senior Indebtedness; (vi) seek relief from the automatic stay of Section 362 of the Bankruptcy Code or any other stay in any insolvency or other proceeding in respect of any portion of the Collateral, provided, however, that the Junior Creditor shall be permitted to join in any motion or proceeding filed or commenced by the Senior Creditor to seek relief from the automatic stay, provided that, notwithstanding the granting of such relief from the stay as to the Junior Creditor, the Junior Creditor shall be bound by all of the provisions of this Agreement and shall be prevented from exercising any rights or remedies with respect to the Collateral, to the extent otherwise provided in this Agreement, until such time as the Senior Indebtedness has been paid in full; or (vii) directly or indirectly oppose any relief requested or supported by Senior Lender, including any sale or other disposition of property free and clear of the liens and security interests of Junior Lender under Section 363(f) of the Bankruptcy Code or any other similar provision of applicable law. Junior Lender waives any claim it may now or hereafter have arising out of Senior CreditorLender’s election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or a lien Lien under Section 364 of the Bankruptcy Code by PEDEVCOCompany, as debtor-in-possession. To the extent that Senior Creditor Lender receives payment payments on account of the Senior Indebtedness (whether from or proceeds of Collateral or otherwise) which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Indebtedness, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payment payments or proceeds had not been received by Senior CreditorLender. Notwithstanding anything in this Subsection 6(c) to the contrary, as to any matters not provided for in this Subsection 6(c) arising in any proceeding instituted under Chapter 11 of the Bankruptcy Code by or against the Company, the Junior Lender shall be permitted to vote its claim.

Waiver and Consent; Bankruptcy. (a) Except to the extent set forth in Section 6, Senior Creditor The Lender shall have no obligation to Junior Creditors the Subordinated Creditor with respect to the Collateral or the Senior IndebtednessObligations. Senior Creditor The Lender may (i) commence and pursue any Enforcement Action, (ii) exercise collection rights, (iiiii) take possession of, sell or dispose of, and otherwise deal with, all or any portion of the Collateral, (iviii) in Senior the Lender’s name, the Subordinated Creditor’s name or in PEDEVCO’s Borrowers’ name, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of, or securing, any right to payment, or grant any extension to, make any compromise or settlement with or otherwise agree to waive, modify, amend or change the Senior Indebtedness obligations (including collateral obligations) of any account PEDEVCO debtor or other obligor of PEDEVCOthe Borrowers; (viv) prosecute, settle and receive proceeds on any insurance claims relating to the Collateral, and (viv) exercise and enforce any right or remedy available to Senior Creditor the Lender with respect to PEDEVCO and/or the Collateral, whether available before or after the occurrence of any default under the Senior Creditor Agreements, in each such case without consent of Junior Creditors and default; all without notice to Junior Creditors or consent by anyone except any notice as specifically required by law. To the extent it is legally permitted to do so, Senior Creditor the Lender shall apply the proceeds of the Collateral against the Senior Indebtedness Debt in any order of application it deems appropriate, and to the extent there is any excess remaining after such application, then to Junior Creditors the Subordinated Creditor for payment of the Subordinated Indebtedness, or to any other party legally entitled to such proceeds. Each Junior The Subordinated Creditor hereby waives any and all right to require the marshalling of assets in connection with the exercise of any of the remedies permitted by applicable law or agreement. (b) In the event of any receivership, insolvency, bankruptcy, that the Borrowers make an assignment for the benefit of creditors, reorganization or arrangement with creditorsany proceedings are commenced by or against the Borrowers under any bankruptcy, whether or not pursuant to bankruptcy lawreorganization, the sale readjustment of all or substantially all of the assets of PEDEVCOdebt, arrangement, dissolution, receivership, liquidation or insolvency law or statute now or hereafter in effect, any other marshalling of the assets or liabilities of PEDEVCODistribution, each Junior Creditor will file all claimswhether in cash, proofs of claim securities or other instruments of similar character necessary to enforce property, that would otherwise, but for the obligations of PEDEVCO terms hereof, be payable or deliverable in respect of the Subordinated Indebtedness shall be paid or delivered directly to the Lender (to be held and/or applied in accordance with the terms of the Obligations) until the Obligations are paid in full. The Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor-in-possession, receiver, trustee, liquidator, custodian, conservator or other person having authority, to pay or otherwise deliver all such Distributions to the Lender. Furthermore, in any such event and at any time thereafter, the Subordinated Creditor shall, upon the written request of the Lender, prove, enforce, and endeavor to obtain payment of the Subordinated Indebtedness at the time existing, and will hold in trust for Senior Creditor and promptly pay turn over to Senior Creditor the Lender in precisely the form received (except for any Distribution which shall be payable upon or with respect to the endorsement of such Junior Creditor where necessary) Subordinated Indebtedness for application to the then-existing Senior Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account payment of the Obligations at the time existing. In the event that the Subordinated Indebtedness, unless and until the Senior Indebtedness has been Fully Paid and Satisfied. If a Junior Creditor shall fail to file any claimtake the action requested by the Lender, proof of claim or other instrument within ten (10) business days of the deadline for filing, Senior CreditorLender may, as attorney-in-fact for such Junior the Subordinated Creditor, may (but shall have no obligation to) take such action on such Junior behalf of the Subordinated Creditor’s behalf, at PEDEVCO’s expense. Each Junior but for the use and benefit of the Lender, and the Subordinated Creditor hereby irrevocably appoints Senior Creditor, or any of its officers or employees, the Lender as the attorney-in-fact for the Subordinated Creditor to demand, xxx for, collect and receive every Distribution and give acquittance therefor and to file claims and proofs of claim with respect of the Subordinated Indebtedness and to take such Junior other action in the Lender's own name or in the name of the Subordinated Creditor or otherwise and to vote, give consent and take any other steps with regard thereto, all as the Lender may deem necessary or advisable for the enforcement of this Agreement (which appointment is coupled with an interest) with provided, however, the power but not the duty Lender shall have no obligation to execute, verify, deliver and and/or file any claim, such claim or proof of claim or other instrument of similar character to vote any such claim and the extent permitted Subordinated Creditor shall not be entitled to change or withdraw any such vote made by this Section 7(b) the Lender); and each Junior the Subordinated Creditor will, at PEDEVCO’s expense, shall execute and deliver to Senior Creditor the Lender such other and further powers-of-attorney powers of attorney, assignments or other instruments as Senior Creditor may reasonably request be requested by the Lender in order to accomplish enable the foregoing. At Lender or its officers as sub-agents to enforce any and all times, each Junior Creditor shall retain claims upon or with respect to the right to vote claims comprising Subordinated Indebtedness held by such Junior Creditor at the time existing and to accept collect and receive any and all Distributions which may be payable or reject deliverable at any plan of partial time upon or complete liquidation, reorganization, arrangement, composition or extension, provided, however, no Junior Creditor shall vote with respect to accept a plan of reorganization or liquidation (“Plan”) in any Proceeding, unless such Plan (i) pays Senior Creditor, in cash on the effective date of the Plan, the full amount of the Senior Subordinated Indebtedness, or (ii) is acceptable to Senior Creditor in its sole and absolute discretion. (c) If PEDEVCO’s the Borrowers or the Borrowers’ estate becomes become the subject of a proceeding (“Proceeding”) proceedings under Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended, (the “Bankruptcy Code”), and if Senior Creditor the Lender desires to permit the use of cash collateral or to provide post-petition financing to PEDEVCOthe Borrowers under either Section 363 or Section 364 of the Bankruptcy Code, no Junior Creditor shall object to the same or assert that its interests are not being adequately protected and each Junior Subordinated Creditor agrees that adequate notice of such financing to such Junior the Subordinated Creditor shall have been provided if such Junior the Subordinated Creditor receives written notice in accordance with the Bankruptcy Code. Each Junior The Subordinated Creditor waives any claim it may now or hereafter have arising out of Senior Creditorthe Lender’s election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or a lien security interest under Section 364 of the Bankruptcy Code by PEDEVCOthe Borrowers, as debtordebtors-in-possession. To the extent that Senior Creditor the Lender receives payment on account of the Senior Indebtedness (whether from payments on, or proceeds of Collateral or otherwise) collateral for, the Obligations which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior IndebtednessObligations, or part thereof, intended to be satisfied shall be be, revived and continue in full force and effect as if such payment payments or proceeds had not been received by Senior Creditorthe Lender.

Waiver and Consent; Bankruptcy. (a) Except to the extent set forth in Section 6, Senior Creditor shall have no obligation to Junior Creditors Creditor with respect to the Collateral or the Senior Indebtedness. Senior Creditor may (i) commence and pursue any Enforcement Action, (ii) exercise collection rights, (iii) take possession of, sell or dispose of, and otherwise deal with, all or any portion of the Collateral, (iv) in Senior Creditor’s name or in PEDEVCOBorrower’s name, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of, or securing, any right to payment, or grant any extension to, make any compromise or settlement with or otherwise agree to waive, modify, amend or change the Senior Indebtedness (including collateral obligations) of any account PEDEVCO Borrower or other obligor of PEDEVCOBorrower; (v) prosecute, settle and receive proceeds on any insurance claims relating to the Collateral, and (vi) exercise and enforce any right or remedy available to Senior Creditor with respect to PEDEVCO Borrower and/or the Collateral, whether available before or after the occurrence of any default under the Senior Creditor Agreements, in each such case ; all without consent of Junior Creditors Creditor and without notice to Junior Creditors Creditor except any notice as specifically required by law. To the extent it is legally permitted to do so, Senior Creditor shall apply the proceeds of the Collateral against the Senior Indebtedness in any order of application it deems appropriate, and to the extent there is any excess remaining after such application, then to Junior Creditors Creditor for payment of the Subordinated Indebtedness, or to any other party legally entitled to such proceeds. Each Junior Creditor hereby waives any and all right to require the marshalling of assets in connection with the exercise of any of the remedies permitted by applicable law or agreement. (b) In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of PEDEVCOBorrower, dissolution, liquidation or any other marshalling of the assets or liabilities of PEDEVCOBorrower, each Junior Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of PEDEVCO Borrower in respect of the Subordinated Indebtedness and will hold in trust for Senior Creditor and promptly pay over to Senior Creditor in the form received (except for the endorsement of such Junior Creditor where necessary) for application to the then-existing Senior Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, unless and until the Senior Indebtedness has been Fully Paid and Satisfied. If a Junior Creditor shall fail to file any claim, proof of claim or other instrument within ten (10) business days of the deadline for filing, Senior Creditor, as attorney-in-fact for such Junior Creditor, may (but shall have no obligation to) take such action on such Junior Creditor’s behalf, at PEDEVCOBorrower’s expense. Each Junior Creditor hereby irrevocably appoints Senior Creditor, or any of its officers or employees, as the attorney-in-fact for such Junior Creditor (which appointment is coupled with an interest) with the power but not the duty to execute, verify, deliver and file any claim, proof of claim or other instrument of similar character to the extent permitted by this Section 7(b) and each Junior Creditor will, at PEDEVCOBorrower’s expense, execute and deliver to Senior Creditor such other and further powers-of-attorney or instruments as Senior Creditor may reasonably request in order to accomplish the foregoing. At all times, each Junior Creditor shall retain the right to vote claims comprising Subordinated Indebtedness held by such Junior Creditor and to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension, provided, however, no Junior Creditor shall not vote to accept a plan of reorganization or liquidation (“Plan”) in any Proceeding, unless such Plan (i) pays Senior Creditor and Senior Creditor, in cash on the effective date of the Plan, the full amount of the Senior Indebtedness, or (ii) is acceptable to Senior Creditor in its sole and absolute discretion. (c) If PEDEVCOBorrower or Borrower’s estate becomes become the subject of a proceeding (“Proceeding”) under Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended, (the “Bankruptcy Code”), and if Senior Creditor desires to permit the use of cash collateral or to provide post-petition financing to PEDEVCOBorrower, no Junior Creditor shall not object to the same or assert that its interests are not being adequately protected and each Junior Creditor agrees that adequate notice to such Junior Creditor shall have been provided if such Junior Creditor receives written notice in accordance with the Bankruptcy Code. Each Junior Creditor waives any claim it may now or hereafter have arising out of Senior Creditor’s election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or a lien under Section 364 of the Bankruptcy Code by PEDEVCOBorrower, as debtor-in-possession. To the extent that Senior Creditor receives payment payments on account of the Senior Indebtedness (whether from or proceeds of Collateral or otherwise) which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Indebtedness, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payment payments or proceeds had not been received by Senior Creditor.