Common use of Waivers and Amendments Acknowledgments Clause in Contracts

Waivers and Amendments Acknowledgments. (a) No failure or delay (whether by course of conduct or otherwise) by any Bank or Administrative Agent in exercising any right, power or remedy which they may have under any of the Loan Papers shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by any Bank or Administrative Agent of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Paper and no consent to any departure therefrom shall ever be effective unless it is in writing and signed by Required Banks and/or Administrative Agent in accordance with Section 14.2(c), and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on Borrower shall in any case of itself entitle Borrower to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Papers set forth the entire understanding and agreement of the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no modification or amendment of or supplement to this Agreement or the other Loan Papers shall be valid or effective unless the same is in compliance with Section 14.2(c). (b) Borrower acknowledges and agrees, and acknowledges its Affiliates understanding, that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Papers to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Papers to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Banks or Agents whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Date, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Bank or any Agent as to the Loan Papers except as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Date, (iv) neither any Bank nor any Agent owes any fiduciary duty to Borrower or any other Credit Party with respect to any Loan Paper or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Papers between Borrower, on one hand, and Banks and Agents, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Papers between Borrower and any Bank or any Agent, (vii) should an Event of Default or Default occur or exist each Bank and each Agent will determine in its sole and absolute discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (viii) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Bank or any Agent or any representative thereof, and no such representation or covenant has been made, that any Bank or any Agent will, at the time of an Event of Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Papers with respect to any such Event of Default or Default or any other provision of the Loan Papers, and (ix) each Bank has relied upon the truthfulness of the acknowledgments in this Section 14.2(b) in deciding to execute and deliver this Agreement and to make the Loans. (c) Any provision of this Agreement, the Notes or the other Loan Papers may be amended or waived if, but only if such amendment or waiver is in writing and is signed by Borrower and Required Banks (and, if the rights or duties of Administrative Agent are affected thereby, by Administrative Agent); provided that, (i) no such amendment or waiver shall (A) increase the Commitment or Maximum Credit Amount of any Bank, (B) subject any Bank to any additional obligation, or (C) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto without the written consent of such Bank and (ii) no such amendment or waiver shall unless signed by all Banks (or, in the case of clauses (C) and (D), each Bank affected thereby): (A) increase the Borrowing Base, (B) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto, (C) forgive any of the principal of or reduce the rate of interest on the Loans or any fees hereunder, (D) postpone the Termination Date or any date fixed for any payment of principal of or interest on the Loan or any fees hereunder, (E) change the percentages of the Aggregate Maximum Credit Amount or the number of Banks which shall be required for the Banks or any of them to take any action under this Section 14.2(c) or any other provision of this Agreement, (F) permit Borrower to assign any of its rights hereunder, (G) provide for the release or substitution of collateral for the Obligations or any part thereof other than releases required pursuant to sales of collateral which are expressly permitted by Section 9.5, (H) provide for the release of any Credit Party from its Facility Guaranty, except in connection with a transaction expressly permitted under Section 9.4, or (I) amend any provisions governing the pro rata sharing of payments among Banks in a manner to permit non-pro rata sharing of payments among Banks. Borrower, Administrative Agent and each Bank further acknowledge that any decision by Administrative Agent or any Bank to enter into any amendment, waiver or consent pursuant hereto shall be made by such Bank or Administrative Agent in its sole discretion, and in making any such decision Administrative Agent and each such Bank shall be permitted to give due consideration to any credit or other relationship Administrative Agent or any such Bank may have with Borrower, any other Credit Party or any Affiliate of any Credit Party.

Waivers and Amendments Acknowledgments. (a) No failure or delay (whether by course of conduct or otherwise) by any Bank or Administrative Agent in exercising any right, power or remedy which they may have under any of the Loan Papers shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by any Bank or Administrative Agent of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Paper and no consent to any departure therefrom shall ever be effective unless it is in writing and signed by Required Banks and/or Administrative Agent in accordance with Section 14.2(c)) hereof, and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on Borrower shall in any case of itself entitle Borrower to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Papers set forth the entire understanding and agreement of the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no modification or amendment of or supplement to this Agreement or the other Loan Papers shall be valid or effective unless the same is in compliance with Section 14.2(c). (b) Borrower represents, warrants, acknowledges and agrees, and acknowledges its Affiliates understanding, admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Papers to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Papers to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Banks or Agents whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Bank or any Agent as to the Loan Papers except as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Datedate hereof, (iv) neither any Bank nor any Agent owes any fiduciary duty to Borrower or any other Credit Party with respect to any Loan Paper or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Papers between Borrower, on one hand, and Banks and Agents, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Papers between Borrower and any Bank or any Agent, (vii) should an Event of Default or Default occur or exist each Bank and each Agent will determine in its sole and absolute discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (viii) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Bank or any Agent or any representative thereof, and no such representation or covenant has been made, that any Bank or any Agent will, at the time of an Event of Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Papers with respect to any such Event of Default or Default or any other provision of the Loan Papers, and (ix) each Bank has relied upon the truthfulness of the acknowledgments in this Section 14.2(b) in deciding to execute and deliver this Agreement and to make the LoansLoan. (c) Any provision of this Agreement, the Notes or the other Loan Papers may be amended or waived if, but only if such amendment or waiver is in writing and is signed by Borrower and Required Banks (and, if the rights or duties of Administrative Agent or Swing Line Bank are affected thereby, by Administrative AgentAgent and Swing Line Bank, as applicable); provided thatprovided, (i) that no such amendment or waiver shall shall, unless signed by all Banks, (Ai) increase the Commitment or Maximum Credit Amount of any Bank, (B) Bank or subject any Bank to any additional obligation, or (C) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto without the written consent of such Bank and (ii) no such amendment or waiver shall unless signed by all Banks (or, in the case of clauses (C) and (D), each Bank affected thereby): (A) increase the Borrowing Base, (B) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto, (C) forgive any of the principal of or reduce the rate of interest on the Loans Loan or any fees hereunder, (Diii) postpone the Termination Date or any date fixed for any payment of principal of or interest on the Loan or any fees hereunder, (Eiv) change the percentages of the Aggregate Maximum Credit Amount Total Commitment, or the number of Banks which shall be required for the Banks or any of them to take any action under this Section 14.2(c) 14.2 or any other provision of this Agreement, (Fv) permit Borrower any Credit Party to assign any of its rights hereunder, (Gvi) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto, or (vii) provide for the release or substitution of collateral for the Obligations or any part thereof other than releases required pursuant to made in connection with sales of collateral which are expressly permitted by Section 9.5, (H) provide for the release of any Credit Party from its Facility Guaranty, except in connection with a transaction expressly permitted under Section 9.4, or (I) amend any provisions governing the pro rata sharing of payments among Banks in a manner to permit non-pro rata sharing of payments among Banks9.5 hereof. Borrower, Administrative Agent and each Bank further acknowledge that any decision by Administrative Agent or any Bank to enter into any amendment, waiver or consent pursuant hereto shall be made by such Bank or Administrative Agent in its sole discretion, and in making any such decision Administrative Agent and each such Bank shall be permitted to give due consideration to any credit or other relationship Administrative Agent or any such Bank may have with Borrower, any other Credit Party or any Affiliate of any Credit Party.

Waivers and Amendments Acknowledgments. (a) No failure or delay (whether by course of conduct or otherwise) by any Bank or Administrative Agent in exercising any right, power or remedy which they may have under any of the Loan Papers shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by any Bank or Administrative Agent of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Paper and no consent to any departure therefrom shall ever be effective unless it is in writing and signed by Required Majority Banks and/or Administrative Agent in accordance with Section 14.2(c), and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on Borrower shall in any case of itself entitle Borrower to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Papers set forth the entire understanding and agreement of the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no modification or amendment of or supplement to this Agreement or the other Loan Papers shall be valid or effective unless the same is in compliance with Section 14.2(c). (b) Borrower acknowledges and agrees, and acknowledges its Affiliates Affiliates’ understanding, that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Papers to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Papers to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Banks or Agents whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Effective Date, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Bank or any Agent as to the Loan Papers except as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Effective Date, (iv) neither any Bank nor any Agent owes any fiduciary duty to Borrower or any other Credit Party with respect to any Loan Paper or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Papers between Borrower, on one hand, and Banks and Agents, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Papers between Borrower and any Bank or any Agent, (vii) should an Event of Default or Default occur or exist each Bank and each Agent will determine in its sole and absolute discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (viii) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Bank or any Agent or any representative thereof, and no such representation or covenant has been made, that any Bank or any Agent will, at the time of an Event of Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Papers with respect to any such Event of Default or Default or any other provision of the Loan Papers, and (ix) each Bank has relied upon the truthfulness of the acknowledgments in this Section 14.2(b) in deciding to execute and deliver this Agreement and to make the Loans. (c) Any The Aggregate Elected Commitment Amount, a Bank’s Elected Commitment Amount, a Bank’s Maximum Credit Amount, the Applicable Percentage of each Bank and Schedule 1 to this Agreement may be amended as set forth in Section 2.15 and Section 14.8(c). Subject to Section 2.5(g) and Section 13.1(c), any other provision of this Agreement, the Notes or the other Loan Papers may be amended or waived if, but only if such amendment or waiver is in writing and is signed by Borrower and Required Majority Banks (and, if the rights or duties of Administrative Agent are affected thereby, by Administrative Agent); provided that, (i) no such amendment or waiver shall (A) increase the Commitment, Elected Commitment or Maximum Credit Amount of any Bank without the written consent of such Bank, (B) subject any Bank to any additional obligation, or (C) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto obligation to extend credit without the written consent of such Bank Bank, or (C) decrease (other than pursuant to Section 4.6, Section 4.7 and Section 5.2) or maintain the Borrowing Base without the consent of the Required Banks and (ii) no such amendment or waiver shall unless signed by all Banks (or, in the case of the following clauses (C) and (D), each Bank affected thereby): (A) increase the Borrowing Base, (B) amend or waive any of the provisions of Article IV Section 4.2, Section 4.3, Section 4.4 or Section 4.5 or the definitions contained in Section 1.1 applicable theretothereto in any manner that results in any increase in the Borrowing Base, (C) forgive any of the principal of or reduce the rate of interest on the Loans (other than as a result of the implementation of a Benchmark Replacement in accordance with Section 13.1(c)) or any fees hereunder, (D) postpone the Termination Date or any date fixed for any payment of principal of or interest on the Loan or any fees hereunderhereunder (provided that the amounts to be paid may be determined or modified in accordance with the terms hereof), (E) change the percentages of the Aggregate Maximum Credit Amount Amount, the definitions of “Majority Banks”, “Required Banks” and/or “Super Majority Banks”, or the number of Banks which shall be required for the Banks or any of them to take any action under this Section 14.2(c) or any other provision of this Agreement, (F) permit Borrower to assign any of its rights hereunder, (G) provide for the release or substitution of all or substantially all of the collateral for the Obligations or any part thereof other than releases required pursuant to in connection with sales of collateral which that are expressly permitted by Section 9.59.5 or releases permitted pursuant to Section 12.14, (H) provide for the release of any Credit Party from its Facility Guaranty, except in connection with a transaction expressly permitted under Section 9.4this Agreement or any other Loan Paper, or (II)(1) amend any provisions governing the pro rata sharing of payments among Banks in a manner to permit non-pro rata sharing of payments among Banks; (2) subordinate any of the Obligations owed to the Banks in right of payment or (3) subordinate any of the Liens securing the Obligations owed to the Banks (except as otherwise set forth in Section 12.14(a)), in each case without the written consent of each Bank. Notwithstanding the foregoing, (x) Borrower and Administrative Agent may amend this Agreement or any other Loan Paper without the consent of the Banks in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Paper, and (y) Administrative Agent and Borrower (or other applicable Credit Party) may enter into any amendment, modification or waiver of this Agreement or any other Loan Paper or enter into any agreement or instrument to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Mortgaged Property or Property to become Mortgaged Property to secure the Obligations for the benefit of the Secured Parties or as required by any applicable Law to give effect to, protect or otherwise enhance the rights or benefits of any Bank under the Loan Papers without the consent of any Bank. Borrower, Administrative Agent and each Bank further acknowledge that any decision by Administrative Agent or any Bank to enter into any amendment, waiver or consent pursuant hereto shall be made by such Bank or Administrative Agent in its sole discretion, and in making any such decision Administrative Agent and each such Bank shall be permitted to give due consideration to any credit or other relationship Administrative Agent or any such Bank may have with Borrower, any other Credit Party or any Affiliate of any Credit Party.

Waivers and Amendments Acknowledgments. (a) No failure or delay (whether by course of conduct or otherwise) by any Bank or Administrative Agent in exercising any right, power or remedy which they may have under any of the Loan Papers shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by any Bank or Administrative Agent of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Paper and no consent to any departure therefrom shall ever be effective unless it is in writing and signed by Required Banks and/or Administrative Agent in accordance with Section 14.2(c)) hereof, and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on Borrower shall in any case of itself entitle Borrower to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Papers set forth the entire understanding and agreement of the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no modification or amendment of or supplement to this Agreement or the other Loan Papers shall be valid or effective unless the same is in compliance with Section 14.2(c). (b) Borrower represents, warrants, acknowledges and agrees, and acknowledges its Affiliates understanding, admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Papers to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Papers to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Banks or Agents whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Bank or any Agent as to the Loan Papers except as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Datedate hereof, (iv) neither any Bank nor any Agent owes any fiduciary duty to Borrower or any other Credit Party with respect to any Loan Paper or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Papers between Borrower, on one hand, and Banks and Agents, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Papers between Borrower and any Bank or any Agent, (vii) should an Event of Default or Default occur or exist each Bank and each Agent will determine in its sole and absolute discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (viii) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Bank or any Agent or any representative thereof, and no such representation or covenant has been made, that any Bank or any Agent will, at the time of an Event of Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Papers with respect to any such Event of Default or Default or any other provision of the Loan Papers, and (ix) each Bank has relied upon the truthfulness of the acknowledgments in this Section 14.2(b) in deciding to execute and deliver this Agreement and to make the LoansLoan. (c) Any provision of this Agreement, the Notes or the other Loan Papers may be amended or waived if, but only if such amendment or waiver is in writing and is signed by Borrower and Required Banks or by Borrower and Administrative Agent with the consent of Required Banks (and, if the rights or duties of Administrative Agent Agent, the Letter of Credit Issuer, or Swing Line Bank are affected thereby, by Administrative Agent, the Letter of Credit Issuer and Swing Line Bank, as applicable); provided thatprovided, (i) that no such amendment or waiver shall shall, unless signed by each Bank affected thereby, (Ai) increase the Commitment or Maximum Credit Amount of any Bank, (B) Bank or subject any Bank to any additional obligation, or (C) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto without the written consent of such Bank and (ii) no such amendment or waiver shall unless signed by all Banks (or, in the case of clauses (C) and (D), each Bank affected thereby): (A) increase the Borrowing Base, (B) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto, (C) forgive any of the principal of or reduce the rate of interest on the Loans Loan or any fees hereunder, (Diii) postpone the Termination Date or any date fixed for any payment of principal of or interest on the Loan or any fees hereunder, (Eiv) change the percentages definition of the Aggregate Maximum Credit Amount “Required Banks”, or the number of Banks which shall be required for the Banks or any of them to take any action under this Section 14.2(c) 14.2 or any other provision of this Agreement, (Fv) permit Borrower any Credit Party to assign any of its rights hereunder, (Gvi) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto, (vii) provide for the release or substitution of all or substantially all of the collateral for the Obligations or any part thereof portion of the Obligation other than releases required pursuant to made in connection with sales of collateral which are expressly permitted by Section 9.5, 9.5 hereof; (Hviii) provide for release any Domestic Subsidiary as a guarantor under the release of any Credit Party from its Loan Papers (except as set forth in Section 12.10(c) or the Facility Guaranty, except in connection with a transaction expressly permitted under Section 9.4, ); or (Iix) amend any provisions governing change Section 2.11 or Section 3.2 in a manner that would alter the pro rata sharing of payments among Banks required thereby; provided, further, that no such amendment or waiver shall, unless signed by all Banks, amend or waive any of the provisions of Section 6.1 or Section 6.2 or the definitions contained in a manner to permit non-pro rata sharing of payments among BanksSection 1.1 applicable thereto. Borrower, Administrative Agent and each Bank further acknowledge that any decision by Administrative Agent or any Bank to enter into any amendment, waiver or consent pursuant hereto shall be made by such Bank or Administrative Agent in its sole discretion, and in making any such decision Administrative Agent and each such Bank shall be permitted to give due consideration to any credit or other relationship Administrative Agent or any such Bank may have with Borrower, any other Credit Party or any Affiliate of any Credit Party.

Waivers and Amendments Acknowledgments. (a) No failure or delay (whether by course of conduct or otherwise) by any Bank or Administrative Agent in exercising any right, power or remedy which they may have under any of the Loan Papers shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by any Bank or Administrative Agent of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Paper and no consent to any departure therefrom shall ever be effective unless it is in writing and signed by Required Banks and/or Administrative Agent in accordance with Section 14.2(c), and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on Borrower shall in any case of itself entitle Borrower to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Papers set forth the entire understanding and agreement of the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no modification or amendment of or supplement to this Agreement or the other Loan Papers shall be valid or effective unless the same is in compliance with Section 14.2(c). (b) Borrower acknowledges and agrees, and acknowledges its Affiliates understanding, that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Papers to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Papers to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Banks or Agents whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Date, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Bank or any Agent as to the Loan Papers except as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Date, (iv) neither any Bank nor any Agent owes any fiduciary duty to Borrower or any other Credit Party with respect to any Loan Paper or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Papers between Borrower, on one hand, and Banks and Agents, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Papers between Borrower and any Bank or any Agent, (vii) should an Event of Default or Default occur or exist each Bank and each Agent will determine in its sole and absolute discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (viii) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Bank or any Agent or any representative thereof, and no such representation or covenant has been made, that any Bank or any Agent will, at the time of an Event of Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Papers with respect to any such Event of Default or Default or any other provision of the Loan Papers, and (ix) each Bank has relied upon the truthfulness of the acknowledgments in this Section 14.2(b) in deciding to execute and deliver this Agreement and to make the Loans. (c) The Aggregate Elected Commitment Amount, a Bank’s Elected Commitment Amount, a Bank’s Maximum Credit Amount, the Commitment Percentage of each Bank, and Schedule 1 to this Agreement may be amended as set forth in Section 2.16, Schedule 1 to this Agreement may be amended as set forth in Section 14.8(b), and Administrative Agent and the Borrower may, without the consent of any Bank, enter into amendments or modifications to this Agreement or any of the other Loan Papers or to enter into additional Loan Papers as Administrative Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 13.1(b) in accordance with the terms of Section 13.1(b). Any other provision of this Agreement, the Notes or the other Loan Papers may be amended or waived if, but only if such amendment or waiver is in writing and is signed by Borrower and Required Banks (and, if the rights or duties of Administrative Agent are affected thereby, by Administrative Agent); provided that, (i1) no such amendment or waiver shall (Aa) increase the Commitment or Commitment, Maximum Credit Amount and Elected Commitment of any Bank, (Bb) subject any Bank to any additional obligation, or (Cc) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 1.2 applicable thereto without the written consent of such Bank and (ii2) no such amendment or waiver shall unless signed by all Banks (or, in the case of clauses (C) and (D), each Bank affected thereby): (Aa) increase the Borrowing Base, (Bb) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 1.2 applicable thereto, (Cc) forgive any of the principal of or reduce the rate of interest on the Loans (other than as a result of the adoption of a Replacement Rate pursuant to Section 13.1(b)) or any fees hereunder, (Dd) postpone the Termination Date or any date fixed for any payment of principal of or interest on the Loan or any fees hereunder, (Ee) change the percentages of the Aggregate Maximum Credit Amount Amount, the definitions of “Required Bank” and/or “Super Majority Bank”, or the number of Banks which shall be required for the Banks or any of them to take any action under this Section 14.2(c) or any other provision of this Agreement, (Ff) permit Borrower to assign any of its rights hereunder, (Gg) provide for the release or substitution of collateral for the Obligations or any part thereof other than releases required pursuant to sales of collateral which are expressly permitted by Section 9.5, (Hh) provide for the release of any Credit Party from its Facility Guaranty, except in connection with a transaction expressly permitted under Section 9.4, or (Ii) amend Section 3.2(c) or any other provisions governing the pro rata sharing of payments among Banks in a manner to permit non-pro rata sharing of payments among Banks. Borrower, Administrative Agent and each Bank further acknowledge that any decision by Administrative Agent or any Bank to enter into any amendment, waiver or consent pursuant hereto shall be made by such Bank or Administrative Agent in its sole discretion, and in making any such decision Administrative Agent and each such Bank shall be permitted to give due consideration to any credit or other relationship Administrative Agent or any such Bank may have with Borrower, any other Credit Party or any Affiliate of any Credit Party.

Waivers and Amendments Acknowledgments. (a) No failure or delay (whether by course of conduct or otherwise) by any Bank or Administrative Agent in exercising any right, power or remedy which they may have under any of the Loan Papers shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by any Bank or Administrative Agent of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Paper and no consent to any departure therefrom shall ever be effective unless it is in writing and signed by Required Majority Banks and/or Administrative Agent in accordance with Section 14.2(c), and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on Borrower shall in any case of itself entitle Borrower to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Papers set forth the entire understanding and agreement of the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no modification or amendment of or supplement to this Agreement or the other Loan Papers shall be valid or effective unless the same is in compliance with Section 14.2(c). (b) Borrower acknowledges and agrees, and acknowledges its Affiliates Affiliates’ understanding, that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Papers to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Papers to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Banks or Agents whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Effective Date, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Bank or any Agent as to the Loan Papers except as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Effective Date, (iv) neither any Bank nor any Agent owes any fiduciary duty to Borrower or any other Credit Party with respect to any Loan Paper or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Papers between Borrower, on one hand, and Banks and Agents, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Papers between Borrower and any Bank or any Agent, (vii) should an Event of Default or Default occur or exist each Bank and each Agent will determine in its sole and absolute discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (viii) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Bank or any Agent or any representative thereof, and no such representation or covenant has been made, that any Bank or any Agent will, at the time of an Event of Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Papers with respect to any such Event of Default or Default or any other provision of the Loan Papers, and (ix) each Bank has relied upon the truthfulness of the acknowledgments in this Section 14.2(b) in deciding to execute and deliver this Agreement and to make the Loans. (c) The Aggregate Elected Commitment Amount, a Bank’s Elected Commitment Amount, a Bank’s Maximum Credit Amount, the Applicable Percentage of each Bank and Schedule 1 to this Agreement may be amended as set forth in Section 2.15 and Section 14.8(c). Administrative Agent and Borrower may, without the consent of any Bank, enter into amendments or modifications to this Agreement in order to effectuate the terms of Section 13.1(b) in accordance with, and to the extent set forth in, the terms of Section 13.1(b). Any other provision of this Agreement, the Notes or the other Loan Papers may be amended or waived if, but only if such amendment or waiver is in writing and is signed by Borrower and Required Majority Banks (and, if the rights or duties of Administrative Agent are affected thereby, by Administrative Agent); provided that, (i) no such amendment or waiver shall (A) increase the Commitment, Elected Commitment or Maximum Credit Amount of any Bank without the written consent of such Bank, (B) subject any Bank to any additional obligation, or (C) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto obligation to extend credit without the written consent of such Bank Bank, or (C) decrease (other than pursuant to Section 4.6, Section 4.7 and Section 5.2) or maintain the Borrowing Base without the consent of the Required Banks and (ii) no such amendment or waiver shall unless signed by all Banks (or, in the case of the following clauses (C) and (D), each Bank affected thereby): (A) increase the Borrowing Base, (B) amend or waive any of the provisions of Article IV Section 4.2, Section 4.3, Section 4.4 or Section 4.5 or the definitions contained in Section 1.1 applicable theretothereto in any manner that results in any increase in the Borrowing Base, (C) forgive any of the principal of or reduce the rate of interest on the Loans (other than as a result of the adoption of a Replacement Rate pursuant to Section 13.1(b)) or any fees hereunder, (D) postpone the Termination Date or any date fixed for any payment of principal of or interest on the Loan or any fees hereunderhereunder (provided that the amounts to be paid may be determined or modified in accordance with the terms hereof), (E) change the percentages of the Aggregate Maximum Credit Amount Amount, the definitions of “Majority Banks”, “Required Banks” and/or “Super Majority Banks”, or the number of Banks which shall be required for the Banks or any of them to take any action under this Section 14.2(c) or any other provision of this Agreement, (F) permit Borrower to assign any of its rights hereunder, (G) provide for the release or substitution of all or substantially all of the collateral for the Obligations or any part thereof other than releases required pursuant to in connection with sales of collateral which that are expressly permitted by Section 9.59.5 or releases permitted pursuant to Section 12.14, (H) provide for the release of any Credit Party from its Facility Guaranty, except in connection with a transaction expressly permitted under Section 9.4this Agreement or any other Loan Paper, or (I) amend any provisions governing the pro rata sharing of payments among Banks in a manner to permit non-pro rata sharing of payments among Banks. Notwithstanding the foregoing, (x) Borrower and Administrative Agent may amend this Agreement or any other Loan Paper without the consent of the Banks in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Paper, and (y) Administrative Agent and Borrower (or other applicable Credit Party) may enter into any amendment, modification or waiver of this Agreement or any other Loan Paper or enter into any agreement or instrument to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Mortgaged Property or Property to become Mortgaged Property to secure the Obligations for the benefit of the Secured Parties or as required by any applicable Law to give effect to, protect or otherwise enhance the rights or benefits of any Bank under the Loan Papers without the consent of any Bank. Borrower, Administrative Agent and each Bank further acknowledge that any decision by Administrative Agent or any Bank to enter into any amendment, waiver or consent pursuant hereto shall be made by such Bank or Administrative Agent in its sole discretion, and in making any such decision Administrative Agent and each such Bank shall be permitted to give due consideration to any credit or other relationship Administrative Agent or any such Bank may have with Borrower, any other Credit Party or any Affiliate of any Credit Party.

Waivers and Amendments Acknowledgments. (ai) No failure or delay (whether by course of conduct or otherwise) by any Bank or Administrative Agent Lender in exercising any right, power or remedy which they such Lender Party may have under any of the Loan Papers Credit Documents shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by any Bank or Administrative Agent Lender Party of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Paper Credit Document and no consent to any departure therefrom shall ever be effective unless it is in writing and signed by Required Banks and/or Administrative Agent as provided below in accordance with Section 14.2(c)this Section, and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on Borrower any Credit Party shall in any case of itself entitle Borrower any Credit Party to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Papers Credit Documents set forth the entire understanding and agreement of among the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no waiver, consent, release, modification or amendment of or supplement to this Agreement or the other Loan Papers Credit Documents shall be valid or effective against any party hereto unless the same is in compliance with writing and signed by (A) if such party is a Credit Party, by such party, (B) if such party is the Administrative Agent or an LC Issuer, by such party and (C) if such party is a Lender, by such Lender. Notwithstanding the foregoing or anything to the contrary herein, the Administrative Agent shall not, without the prior consent of each individual Lender Party, execute and deliver on behalf of such Lender Party any waiver or amendment that would: (A) increase the Percentage Share of any Lender or the maximum amount any such Lender is committed to fund in respect of LC Obligations and Loans or subject such Lender to any additional obligations, (B) reduce any fees payable to such Lender hereunder, or the principal of, or interest on, such Lender's Note, (C) change any date fixed for any payment of any such fees, principal or interest, (D) amend the definition herein of "Borrowing Base" or any of the terms used in that definition, (E) amend the definition herein of "Majority Lenders" or otherwise change the aggregate amount of Percentage Shares required for the Administrative Agent, the Lenders or any of them to take any particular action under the Credit Documents, (F) release Borrower from its obligation to pay the Notes or any Guarantor from its guaranty of such payment, or (G) except as otherwise expressly provided for in Section 14.2(c9(c), release any Collateral. (bii) Each Borrower Party hereby represents, warrants, acknowledges and agrees, and acknowledges its Affiliates understanding, admits that (iA) it has been advised by counsel in the negotiation, execution and delivery of the Loan Papers Credit Documents to which it is a party, (iiB) it has made an independent decision to enter into this Agreement and the other Loan Papers Credit Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Banks the Administrative Agent or Agents whether written, oral or implicit, any other than as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing DateLender Party, (iiiC) there are no representations, warranties, covenants, undertakings or agreements by any Bank or any Agent Lender Party as to the Loan Papers except as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing DateCredit Documents, (ivD) neither any Bank nor any Agent owes no Lender Party has any fiduciary duty to Borrower or obligation toward any other Credit Party with respect to any Loan Paper Credit Document or the transactions contemplated thereby, (vE) the relationship pursuant to the Loan Papers Credit Documents between BorrowerBorrower and the other Credit Parties, on one hand, and Banks and Agentseach Lender Party, on the other hand, is and shall be solely that of debtor and creditor, respectively, (viF) no partnership or joint venture exists with respect to the Loan Papers Credit Documents between Borrower any Credit Party and any Bank or any AgentLender Party, (viiG) the Administrative Agent is not Borrower's agent, but the Administrative Agent for Lenders, (H) should an Event of Default or Default occur or exist exist, each Bank and each Agent Lender Party will determine in its sole and absolute discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (viiiI) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Bank or any Agent Lender Party, or any representative thereof, and no such representation or covenant has been made, that any Bank or any Agent Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, discuss or take or refrain from taking any action permitted under the Loan Papers Credit Documents with respect to any such Event of Default or Default or any other provision of the Loan Papers, Credit Documents and (ixJ) each Bank has all Lender Parties have relied upon the truthfulness of the acknowledgments in this Section 14.2(b) in deciding to execute and deliver this Agreement and to make the Loansbecome obligated hereunder. (ciii) Any provision Each Lender Party hereby represents that it will acquire its Note for its own account in the ordinary course of this Agreementits commercial lending business; provided, however, the Notes or the other Loan Papers may disposition of such Lender's property shall at all times be amended or waived if, but only if such amendment or waiver is in writing and is signed by Borrower and Required Banks (remain within its control and, if the rights in particular and without limitation, such Lender may sell or duties of Administrative Agent are affected therebyotherwise transfer its Note, by Administrative Agent); provided thatany participation interest or other interest in its Note, (i) no such amendment or waiver shall (A) increase the Commitment or Maximum Credit Amount of any Bank, (B) subject any Bank to any additional obligation, or (C) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto without the written consent of such Bank and (ii) no such amendment or waiver shall unless signed by all Banks (or, in the case of clauses (C) and (D), each Bank affected thereby): (A) increase the Borrowing Base, (B) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto, (C) forgive any of the principal of or reduce the rate of interest on the Loans or any fees hereunder, (D) postpone the Termination Date or any date fixed for any payment of principal of or interest on the Loan or any fees hereunder, (E) change the percentages of the Aggregate Maximum Credit Amount or the number of Banks which shall be required for the Banks or any of them its other rights and obligations under the Credit Documents subject to take any action under this Section 14.2(c) or any other provision of this Agreement, (F) permit Borrower to assign any of its rights hereunder, (G) provide for compliance with the release or substitution of collateral for the Obligations or any part thereof other than releases required pursuant to sales of collateral which are expressly permitted by Section 9.5, (H) provide for the release of any Credit Party from its Facility Guaranty, except in connection with a transaction expressly permitted under Section 9.4, or (I) amend any provisions governing the pro rata sharing of payments among Banks in a manner to permit non-pro rata sharing of payments among Banks. Borrower, Administrative Agent hereunder and each Bank further acknowledge that any decision by Administrative Agent or any Bank to enter into any amendment, waiver or consent pursuant hereto shall be made by such Bank or Administrative Agent in its sole discretion, and in making any such decision Administrative Agent and each such Bank shall be permitted to give due consideration to any credit or other relationship Administrative Agent or any such Bank may have with Borrower, any other Credit Party or any Affiliate of any Credit Partyapplicable Law.

Waivers and Amendments Acknowledgments. (ai) No failure or delay (whether by course of conduct or otherwise) by any Bank or Administrative Agent Lender Party in exercising any right, power or remedy which they such Lender Party may have under any of the Loan Papers Credit Documents shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by any Bank or Administrative Agent Lender Party of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Paper Credit Document and no consent to any departure therefrom shall ever be effective unless it is in writing and signed by Required Banks and/or Administrative Agent as provided below in accordance with Section 14.2(c)this Section, and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on Borrower any Debtor shall in any case of itself entitle Borrower any Debtor to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Papers Credit Documents set forth the entire understanding and agreement of among the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no waiver, consent, release, modification or amendment of or supplement to this Agreement or the other Loan Papers Credit Documents shall be valid or effective against any party hereto unless the same is in compliance writing and signed by (A) if such party is a Debtor, by such party, (B) if such party is the Term Lender Agent, by such party and (C) if such party is a Term Lender, by such Term Lender or by the Term Lender Agent with the consent of the Majority Term Lenders. Notwithstanding the foregoing or anything to the contrary herein, the Term Lender Agent shall not, without the prior consent of each individual Lender Party, execute and deliver on behalf of such Lender Party any waiver or amendment that would: (A) increase or reduce the Percentage Share of any Term Lender or the maximum amount any such Term Lender is committed to fund in respect of the Term Loans or subject such Term Lender to any additional obligations, (B) reduce any principal, interest or fees payable to such Term Lender hereunder, (C) change any date fixed for any payment of any such principal, interest or fees, (D) amend the definition herein of "Majority Term Lenders" or otherwise change the aggregate amount of Percentage Shares required for the Term Lender Agent, the Term Lenders or any of them to take any particular action under the Credit Documents, (E) release Borrower from its requirement to pay the Obligations or any Guarantor from its guaranty of such payment, or (F) except as otherwise expressly provided for in Section 14.2(c10(c), release any Collateral. (bii) Each Borrower hereby represents, warrants, acknowledges and agrees, and acknowledges its Affiliates understanding, admits that (iA) it has been advised by counsel in the negotiation, execution and delivery of the Loan Papers Credit Documents to which it is a party, (iiB) it has made an independent decision to enter into this Agreement and the other Loan Papers Credit Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Banks the Term Lender Agent or Agents whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Date, any Lender Party (iiiC) there are no representations, warranties, covenants, undertakings or agreements by any Bank or any Agent Lender Party as to the Loan Papers except as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing DateCredit Documents, (ivD) neither any Bank nor any Agent owes no Lender Party has any fiduciary duty to Borrower or obligation toward any other Credit Party Debtor with respect to any Loan Paper Credit Document or the transactions contemplated thereby, (vE) the relationship pursuant to the Loan Papers Credit Documents between BorrowerBorrower and the other Debtors, on one hand, and Banks and Agentseach Lender Party, on the other hand, is and shall be solely that of debtor and creditor, respectively, (viF) no partnership or joint venture exists with respect to the Loan Papers Credit Documents between Borrower any Debtor and any Bank or any AgentLender Party, (viiG) the Term Lender Agent is not Borrowers' agent, but the Term Lender Agent for Term Lenders, (H) should an Event of Default or Default occur or exist exist, each Bank and each Agent Lender Party will determine in its sole and absolute discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (viiiI) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Bank or any Agent Lender Party, or any representative thereof, and no such representation or covenant has been made, that any Bank or any Agent Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, discuss or take or refrain from taking any action permitted under the Loan Papers Credit Documents with respect to any such Event of Default or Default or any other provision of the Loan Papers, Credit Documents and (ixJ) each Bank has all Lender Parties have relied upon the truthfulness of the acknowledgments in this Section 14.2(b) in deciding to execute and deliver this Agreement and to make the Loansbecome obligated hereunder. (c) Any provision of this Agreement, the Notes or the other Loan Papers may be amended or waived if, but only if such amendment or waiver is in writing and is signed by Borrower and Required Banks (and, if the rights or duties of Administrative Agent are affected thereby, by Administrative Agent); provided that, (i) no such amendment or waiver shall (A) increase the Commitment or Maximum Credit Amount of any Bank, (B) subject any Bank to any additional obligation, or (C) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto without the written consent of such Bank and (ii) no such amendment or waiver shall unless signed by all Banks (or, in the case of clauses (C) and (D), each Bank affected thereby): (A) increase the Borrowing Base, (B) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto, (C) forgive any of the principal of or reduce the rate of interest on the Loans or any fees hereunder, (D) postpone the Termination Date or any date fixed for any payment of principal of or interest on the Loan or any fees hereunder, (E) change the percentages of the Aggregate Maximum Credit Amount or the number of Banks which shall be required for the Banks or any of them to take any action under this Section 14.2(c) or any other provision of this Agreement, (F) permit Borrower to assign any of its rights hereunder, (G) provide for the release or substitution of collateral for the Obligations or any part thereof other than releases required pursuant to sales of collateral which are expressly permitted by Section 9.5, (H) provide for the release of any Credit Party from its Facility Guaranty, except in connection with a transaction expressly permitted under Section 9.4, or (I) amend any provisions governing the pro rata sharing of payments among Banks in a manner to permit non-pro rata sharing of payments among Banks. Borrower, Administrative Agent and each Bank further acknowledge that any decision by Administrative Agent or any Bank to enter into any amendment, waiver or consent pursuant hereto shall be made by such Bank or Administrative Agent in its sole discretion, and in making any such decision Administrative Agent and each such Bank shall be permitted to give due consideration to any credit or other relationship Administrative Agent or any such Bank may have with Borrower, any other Credit Party or any Affiliate of any Credit Party.

Waivers and Amendments Acknowledgments. (a) No failure or delay (whether by course of conduct or otherwise) by any Bank or Administrative any Agent in exercising any right, power or remedy which they it may have under any of the Loan Papers Documents shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by any Bank or Administrative any Agent of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Paper Documents and no consent to any departure therefrom shall ever be effective unless it is in writing and signed by Required Banks and/or Administrative Agent in accordance with Section 14.2(c)) hereof, and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on Borrower shall in any case of itself entitle Borrower to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Papers Documents set forth the entire understanding and agreement of the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no modification or amendment of or supplement to this Agreement or the other Loan Papers Documents shall be valid or effective unless the same is in compliance with Section 14.2(c)subclause (c) to this Section. (b) Each of Parent and Borrower represents, warrants, acknowledges and agrees, and acknowledges its Affiliates understanding, admits that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Papers Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Papers Documents to which it is a party, without reliance on any 68 representation, warranty, covenant or undertaking by Banks or Agents whether written, oral or implicit, other than as expressly set out in this Agreement or in another any other Loan Paper Documents delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Bank or any Agent as to the Loan Papers Documents except as expressly set out in this Agreement or in another any other Loan Paper Documents delivered on or after the Closing Datedate hereof, (iv) neither any Bank nor any Agent owes any fiduciary duty to Parent, Borrower or any other Credit Party with respect to any Loan Paper Documents or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Papers Documents between Parent and Borrower, on one hand, and Banks and Agents, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Papers between Documents among Parent, Borrower and any Bank or any Agent, (vii) should an Event of Default or Default occur or exist each Bank and each Agent will determine in its sole and absolute discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (viii) without limiting any of the foregoing, neither Parent nor Borrower is not relying upon any representation or covenant by any Bank or any Agent or any representative thereof, and no such representation or covenant has been made, that any Bank or any Agent will, at the time of an Event of Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Papers Documents with respect to any such Event of Default or Default or any other provision of the Loan PapersDocuments, and (ix) each Bank has relied upon the truthfulness of the acknowledgments in this Section 14.2(b) in deciding to execute and deliver this Agreement and to make the LoansLoan. (c) Any provision of this Agreement, the Notes or the other Loan Papers Documents may be amended or waived if, but only if such amendment or waiver is in writing and is signed by Parent, Borrower and Required Banks (and, if the rights or duties of Administrative any Agent are affected thereby, by Administrative any such Agent); provided that, (i) that no such amendment or waiver shall shall, unless signed by all Banks, (Ai) increase the Commitment or Maximum Credit Amount of any Bank, (B) Bank or subject any Bank to any additional obligation, or (C) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto without the written consent of such Bank and (ii) no such amendment or waiver shall unless signed by all Banks (or, in the case of clauses (C) and (D), each Bank affected thereby): (A) increase the Borrowing Base, (B) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto, (C) forgive any of the principal of or reduce the rate of interest on the Loans Loan or any fees hereunder, (Diii) postpone the Termination Date or any date fixed for any payment of principal of or interest on the Loan or any fees hereunder, (Eiv) change the percentages of the Aggregate Maximum Credit Amount Total Commitment, or the number of Banks which shall be required for the Banks or any of them to take any action under this Section 14.2(c) or any other provision of this Agreement, (Fv) permit Parent or Borrower to assign any of its rights hereunder, (Gvi) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto, (vii) amend or waive any of the conditions precedent contained in Section 6.1(a) hereof, or (viii) provide for the release or substitution of collateral for the Obligations or any part thereof other than releases required pursuant to sales of collateral which are expressly permitted by Section 9.59.5 hereof. Parent, (H) provide for the release of any Credit Party from its Facility Guaranty, except in connection with a transaction expressly permitted under Section 9.4, or (I) amend any provisions governing the pro rata sharing of payments among Banks in a manner to permit non-pro rata sharing of payments among Banks. Borrower, Administrative each Agent and each Bank further acknowledge that any decision by Administrative any Agent or any Bank to enter into any amendment, waiver or consent pursuant hereto shall be made by such Bank or Administrative such Agent in its sole discretion, and in making any such decision Administrative each such Agent and each such Bank shall be permitted to give due consideration to any credit or other relationship Administrative any such Agent or any such Bank may have with Parent, Borrower, any other Credit Party or any Affiliate of any Credit Party.

Waivers and Amendments Acknowledgments. (ai) No failure or delay (whether by course of conduct or otherwise) by any Bank or Administrative Agent Lender Party in exercising any right, power or remedy which they such Lender Party may have under any of the Loan Papers Credit Documents shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by any Bank or Administrative Agent Lender Party of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Paper Credit Document and no consent to any departure therefrom shall ever be effective unless it is in writing and signed by Required Banks and/or Administrative Agent as provided below in accordance with Section 14.2(c)this Section, and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on Borrower any Credit Party shall in any case of itself entitle Borrower any Credit Party to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Papers Credit Documents set forth the entire understanding and agreement of among the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no waiver, consent, release, modification or amendment of or supplement to this Agreement or the other Loan Papers Credit Documents shall be valid or effective against any party hereto unless the same is in compliance writing and signed by (A) if such party is a Credit Party, by such party, (B) if such party is the LC Agent or an LC Issuer, by such party and (C) if such party is an LC Participant, by such LC Participant or by the LC Agent with the consent of the Majority LC Participants. Notwithstanding the foregoing or anything to the contrary herein, the LC 91 Agent shall not, without the prior consent of each individual Lender Party, execute and deliver on behalf of such Lender Party any waiver or amendment that would: (A) increase the Percentage Share of any LC Participant or the maximum amount any such LC Participant is committed to fund in respect of LC Obligations or subject such LC Participant to any additional obligations, (B) reduce any fees payable to such LC Participant hereunder, (C) change any date fixed for any payment of any such fees, (D) amend the definition herein of "Borrowing Base" or any of the terms used in that definition (other than changes to the "Advance Rates" and the requirements for eligibility as provided in such definition), (E) amend the definition herein of "Majority LC Participants" or otherwise change the aggregate amount of Percentage Shares required for the LC Agent, the LC Participants or any of them to take any particular action under the Credit Documents, (F) release any Borrower from its requirement to pay the Obligations or any Guarantor from its guaranty of such payment, or (G) except as otherwise expressly provided for in Section 14.2(c7(f), release any Collateral. (bii) Each Borrower hereby represents, warrants, acknowledges and agrees, and acknowledges its Affiliates understanding, admits that (iA) it has been advised by counsel in the negotiation, execution and delivery of the Loan Papers Credit Documents to which it is a party, (iiB) it has made an independent decision to enter into this Agreement and the other Loan Papers Credit Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Banks the LC Agent or Agents whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Date, any Lender Party (iiiC) there are no representations, warranties, covenants, undertakings or agreements by any Bank or any Agent Lender Party as to the Loan Papers except Credit Documents other than as expressly set out forth in this Agreement or in another Loan Paper delivered on or after the Closing DateCredit Documents, (ivD) neither any Bank nor any Agent owes no Lender Party has any fiduciary duty to Borrower or obligation toward any other Credit Party with respect to any Loan Paper Credit Document or the transactions contemplated thereby, (vE) the relationship pursuant to the Loan Papers Credit Documents between BorrowerBorrowers and the other Credit Parties, on one hand, and Banks and Agentseach Lender Party, on the other hand, is and shall be solely that of debtor and creditor, respectively, (viF) no partnership or joint venture exists with respect to the Loan Papers Credit Documents between Borrower any Credit Party and any Bank or any AgentLender Party, (viiG) the LC Agent is not Borrowers' agent, but the LC Agent for LC Participants, (H) should an Event of Default or Default occur or exist exist, each Bank and each Agent Lender Party will determine in its sole and absolute discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (viiiI) without limiting any of the foregoing, Borrower is the Borrowers are not relying upon any representation or covenant by any Bank or any Agent Lender Party, or any representative thereof, and no such representation or covenant has been made, that any Bank or any Agent Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, discuss or take or refrain from taking any action permitted under the Loan Papers Credit Documents with respect to any such Event of Default or Default or any other provision of the Loan Papers, Credit Documents and (ixJ) each Bank has all Lender Parties have relied upon the truthfulness of the acknowledgments in this Section 14.2(b) in deciding to execute and deliver this Agreement and to make the Loansbecome obligated hereunder. (c) Any provision of this Agreement, the Notes or the other Loan Papers may be amended or waived if, but only if such amendment or waiver is in writing and is signed by Borrower and Required Banks (and, if the rights or duties of Administrative Agent are affected thereby, by Administrative Agent); provided that, (i) no such amendment or waiver shall (A) increase the Commitment or Maximum Credit Amount of any Bank, (B) subject any Bank to any additional obligation, or (C) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto without the written consent of such Bank and (ii) no such amendment or waiver shall unless signed by all Banks (or, in the case of clauses (C) and (D), each Bank affected thereby): (A) increase the Borrowing Base, (B) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto, (C) forgive any of the principal of or reduce the rate of interest on the Loans or any fees hereunder, (D) postpone the Termination Date or any date fixed for any payment of principal of or interest on the Loan or any fees hereunder, (E) change the percentages of the Aggregate Maximum Credit Amount or the number of Banks which shall be required for the Banks or any of them to take any action under this Section 14.2(c) or any other provision of this Agreement, (F) permit Borrower to assign any of its rights hereunder, (G) provide for the release or substitution of collateral for the Obligations or any part thereof other than releases required pursuant to sales of collateral which are expressly permitted by Section 9.5, (H) provide for the release of any Credit Party from its Facility Guaranty, except in connection with a transaction expressly permitted under Section 9.4, or (I) amend any provisions governing the pro rata sharing of payments among Banks in a manner to permit non-pro rata sharing of payments among Banks. Borrower, Administrative Agent and each Bank further acknowledge that any decision by Administrative Agent or any Bank to enter into any amendment, waiver or consent pursuant hereto shall be made by such Bank or Administrative Agent in its sole discretion, and in making any such decision Administrative Agent and each such Bank shall be permitted to give due consideration to any credit or other relationship Administrative Agent or any such Bank may have with Borrower, any other Credit Party or any Affiliate of any Credit Party.

Waivers and Amendments Acknowledgments. (a) No failure or delay (whether by course of conduct or otherwise) by any Bank or Administrative any Agent in exercising any right, power or remedy which they it may have under any of the Loan Papers shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by any Bank or Administrative any Agent of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Paper and no consent to any departure therefrom shall ever be effective unless it is in writing and signed by Required Banks and/or Administrative Agent in accordance with Section 14.2(c)15.2(c) hereof, and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on any Borrower shall in any case of itself entitle any Borrower to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Papers set forth the entire understanding and agreement of the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no modification or amendment of or supplement to this Agreement or the other Loan Papers shall be valid or effective unless the same is in compliance with subclause (c) to this Section 14.2(c)15.2. (b) Each of Parent and each Borrower acknowledges represent, warrant, acknowledge and agrees, and acknowledges its Affiliates understanding, admit that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Papers to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Papers to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Banks or Agents whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Datedate hereof, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Bank or any Agent as to the Loan Papers except as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Datedate hereof, (iv) neither any Bank nor any Agent owes any fiduciary duty to Parent, any Borrower or any other Credit Party with respect to any Loan Paper or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Papers between BorrowerParent and Borrowers, on one hand, and Banks and Agents, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Papers between among Parent, any Borrower and any Bank or any Agent, (vii) should an Event of Default or Default occur or exist each Bank and each Agent will determine in its sole and absolute discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (viii) without limiting any of the foregoing, neither Parent nor any Borrower is not relying upon any representation or covenant by any Bank or any Agent or any representative thereof, and no such representation or covenant has been made, that any Bank or any Agent will, at the time of an Event of Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Papers with respect to any such Event of Default or Default or any other provision of the Loan Papers, and (ix) each Bank has relied upon the truthfulness of the acknowledgments in this Section 14.2(b15.2(b) in deciding to execute and deliver this Agreement and to make the LoansLoan. (c) Any provision of this Agreement, the Notes or the other Loan Papers may be amended or waived if, but only if such amendment or waiver is in writing and is signed by Parent, each Borrower and Required Banks (and, if the rights or duties of Administrative any Agent are affected thereby, by Administrative any such Agent); provided that, (i) that no such amendment or waiver shall shall, unless signed by all Banks, (Ai) increase the Commitment or Maximum Credit Amount of any Bank, (B) Bank or subject any Bank to any additional obligation, or (C) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto without the written consent of such Bank and (ii) no such amendment or waiver shall unless signed by all Banks (or, in the case of clauses (C) and (D), each Bank affected thereby): (A) increase the Borrowing Base, (B) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto, (C) forgive any of the principal of or reduce the rate of interest on the Loans Loan or any fees hereunder, (Diii) postpone the Revolver Conversion Date, the Termination Date or any date fixed for any payment of principal of or interest on the Loan or any fees hereunder, (Eiv) change the percentages of the Aggregate Maximum Credit Amount Total Commitment, or the number of Banks which shall be required for the Banks or any of them to take any action under this Section 14.2(c) 15.2 or any other provision of this Agreement, (Fv) permit Parent or any Borrower to assign any of its rights hereunder, (Gvi) amend or waive any of the provisions of Article V or the definitions contained in Section 2.1 applicable thereto, (vii) amend or waive any of the conditions precedent contained in Section 7.1(a) hereof, or (viii) provide for the release or substitution of collateral for the Obligations or any part thereof other than releases required pursuant to sales of collateral which are expressly permitted by Section 9.510.5 hereof. Parent, (H) provide for the release of any Credit Party from its Facility Guaranty, except in connection with a transaction expressly permitted under Section 9.4, or (I) amend any provisions governing the pro rata sharing of payments among Banks in a manner to permit non-pro rata sharing of payments among Banks. each Borrower, Administrative each Agent and each Bank further acknowledge that any decision by Administrative any Agent or any Bank to enter into any amendment, waiver or consent pursuant hereto shall be made by such Bank or Administrative such Agent in its sole discretion, and in making any such decision Administrative each such Agent and each such Bank shall be permitted to give due consideration to any credit or other relationship Administrative any such Agent or any such Bank may have with Parent, any Borrower, any other Credit Party or any Affiliate of any Credit Party.

Waivers and Amendments Acknowledgments. (a) No failure or delay (whether by course of conduct or otherwise) by any Bank or Administrative Agent in exercising any right, power or remedy which they may have under any of the Loan Papers shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by any Bank or Administrative Agent of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Paper and no consent to any departure therefrom shall ever be effective unless it is in writing and signed by Required Majority Banks and/or Administrative Agent in accordance with Section 14.2(c), and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on Borrower shall in any case of itself entitle Borrower to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Papers set forth the entire understanding and agreement of the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no modification or amendment of or supplement to this Agreement or the other Loan Papers shall be valid or effective unless the same is in compliance with Section 14.2(c). (b) Borrower acknowledges and agrees, and acknowledges its Affiliates Affiliates’ understanding, that (i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Papers to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Papers to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Banks or Agents whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Effective Date, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Bank or any Agent as to the Loan Papers except as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Effective Date, (iv) neither any Bank nor any Agent owes any fiduciary duty to Borrower or any other Credit Party with respect to any Loan Paper or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Papers between Borrower, on one hand, and Banks and Agents, on the other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect to the Loan Papers between Borrower and any Bank or any Agent, (vii) should an Event of Default or Default occur or exist each Bank and each Agent will determine in its sole and absolute discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (viii) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Bank or any Agent or any representative thereof, and no such representation or covenant has been made, that any Bank or any Agent will, at the time of an Event of Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Papers with respect to any such Event of Default or Default or any other provision of the Loan Papers, and (ix) each Bank has relied upon the truthfulness of the acknowledgments in this Section 14.2(b) in deciding to execute and deliver this Agreement and to make the Loans. (c) The Aggregate Elected Commitment Amount, a Bank’s Elected Commitment Amount, a Bank’s Maximum Credit Amount, the Applicable Percentage of each Bank and Schedule 1 to this Agreement may be amended as set forth in Section 2.15 and Section 14.8(c). Administrative Agent and Borrower may, without the consent of any Bank, enter into amendments or modifications to this Agreement in order to effectuate the terms of Section 13.1(b) in accordance with, and to the extent set forth in, the terms of Section 13.1(b). Any other provision of this Agreement, the Notes or the other Loan Papers may be amended or waived if, but only if such amendment or waiver is in writing and is signed by Borrower and Required Majority Banks (and, if the rights or duties of Administrative Agent are affected thereby, by Administrative Agent); provided that, (i) no such amendment or waiver shall (A) increase the Commitment, Elected Commitment or Maximum Credit Amount of any Bank without the written consent of such Bank, (B) subject any Bank to any additional obligation, or (C) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto obligation to extend credit without the written consent of such Bank Bank, or (C) decrease (other than pursuant to Section 4.6, Section 4.7 and Section 5.2) or maintain the Borrowing Base without the consent of the Required Banks and (ii) no such amendment or waiver shall unless signed by all Banks (or, in the case of the following clauses (C) and (D), each Bank affected thereby): (A) increase the Borrowing Base, (B) amend or waive any of the provisions of Article IV Section 4.2, Section 4.3, Section 4.4 or Section 4.5 or the definitions contained in Section 1.1 applicable theretothereto in any manner that results in any increase in the Borrowing Base, (C) forgive any of the principal of or reduce the rate of interest on the Loans (other than as a result of the adoption of a Replacement Rate pursuant to Section 13.1(b)) or any fees hereunder, (D) postpone the Termination Date or any date fixed for any payment of principal of or interest on the Loan or any fees hereunderhereunder (provided that the amounts to be paid may be determined or modified in accordance with the terms hereof), (E) change the percentages of the Aggregate Maximum Credit Amount Amount, the definitions of “Majority Banks”, “Required Banks” and/or “Super Majority Banks”, or the number of Banks which shall be required for the Banks or any of them to take any action under this Section 14.2(c) or any other provision of this Agreement, (F) permit Borrower to assign any of its rights hereunder, (G) provide for the release or substitution of all or substantially all of the collateral for the Obligations or any part thereof other than releases required pursuant to in connection with sales of collateral which that are expressly permitted by Section 9.59.5 or releases permitted pursuant to Section 12.14, (H) provide for the release of any Credit Party from its Facility Guaranty, except in connection with a transaction expressly permitted under Section 9.4this Agreement or any other Loan Paper, or (I) amend any provisions governing the pro rata sharing of payments among Banks in a manner to permit non-non- pro rata sharing of payments among Banks. Notwithstanding the foregoing, (x) Borrower and Administrative Agent may amend this Agreement or any other Loan Paper without the consent of the Banks in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Paper, and (y) Administrative Agent and Borrower (or other applicable Credit Party) may enter into any amendment, modification or waiver of this Agreement or any other Loan Paper or enter into any agreement or instrument to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Mortgaged Property or Property to become Mortgaged Property to secure the Obligations for the benefit of the Secured Parties or as required by any applicable Law to give effect to, protect or otherwise enhance the rights or benefits of any Bank under the Loan Papers without the consent of any Bank. Borrower, Administrative Agent and each Bank further acknowledge that any decision by Administrative Agent or any Bank to enter into any amendment, waiver or consent pursuant hereto shall be made by such Bank or Administrative Agent in its sole discretion, and in making any such decision Administrative Agent and each such Bank shall be permitted to give due consideration to any credit or other relationship Administrative Agent or any such Bank may have with Borrower, any other Credit Party or any Affiliate of any Credit Party.

Waivers and Amendments Acknowledgments. (ai) No failure or delay (whether by course of conduct or otherwise) by any Bank or Administrative Agent Lender Party in exercising any right, power or remedy which they such Lender Party may have under any of the Loan Papers Credit Documents shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by any Bank or Administrative Agent Lender Party of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Paper Credit Document and no consent to any departure therefrom shall ever be effective unless it is in writing and signed by Required Banks and/or Administrative Agent as provided below in accordance with Section 14.2(c)this Section, and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on Borrower any Credit Party shall in any case of itself entitle Borrower any Credit Party to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Papers Credit Documents set forth the entire understanding and agreement of among the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no waiver, consent, release, modification or amendment of or supplement to this Agreement or the other Loan Papers Credit Documents shall be valid or effective against any party hereto unless the same is in compliance writing and signed by (A) if such party is a Credit Party, by such party, (B) if such party is the Term Lender Agent, by such party and (C) if such party is a Term Lender, by such Term Lender or by the Term Lender Agent with the consent of the Majority Term Lenders. Notwithstanding the foregoing or anything to the contrary herein, the Term Lender Agent shall not, without the prior consent of each individual Lender Party, execute and deliver on behalf of such Lender Party any waiver or amendment that would: (A) increase or reduce the Percentage Share of any Term Lender or the maximum amount any such Term Lender is committed to fund in respect of the Term Loans or subject such Term Lender to any additional obligations, (B) reduce any principal, interest or fees payable to such Term Lender hereunder, (C) change any date fixed for any payment of any such principal, interest or fees, (D) amend the definition herein of "Majority Term Lenders" or otherwise change the aggregate amount of Percentage Shares required for the Term Lender Agent, the Term Lenders or any of them to take any particular action under the Credit Documents, (E) release Borrower from its requirement to pay the Obligations or any Guarantor from its guaranty of such payment, or (F) except as otherwise expressly provided for in Section 14.2(c10(c), release any Collateral. (bii) Each Borrower hereby represents, warrants, acknowledges and agrees, and acknowledges its Affiliates understanding, admits that (iA) it has been advised by counsel in the negotiation, execution and delivery of the Loan Papers Credit Documents to which it is a party, (iiB) it has made an independent decision to enter into this Agreement and the other Loan Papers Credit Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Banks the Term Lender Agent or Agents whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Date, any Lender Party (iiiC) there are no representations, warranties, covenants, undertakings or agreements by any Bank or any Agent Lender Party as to the Loan Papers except Credit Documents other than as expressly set out forth in this Agreement or in another Loan Paper delivered on or after the Closing DateCredit Documents, (ivD) neither any Bank nor any Agent owes no Lender Party has any fiduciary duty to Borrower or obligation toward any other Credit Party with respect to any Loan Paper Credit Document or the transactions contemplated thereby, (vE) the relationship pursuant to the Loan Papers Credit Documents between BorrowerBorrowers and the other Credit Parties, on one hand, and Banks and Agentseach Lender Party, on the other hand, is and shall be solely that of debtor and creditor, respectively, (viF) no partnership or joint venture exists with respect to the Loan Papers Credit Documents between Borrower any Credit Party and any Bank or any AgentLender Party, (viiG) the Term Lender Agent is not Borrowers' agent, but the Term Lender Agent for Term Lenders, (H) should an Event of Default or Default occur or exist exist, each Bank and each Agent Lender Party will determine in its sole and absolute discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (viiiI) without limiting any of the foregoing, Borrower is the Credit Parties are not relying upon any representation or covenant by any Bank or any Agent Lender Party, or any representative thereof, and no such representation or covenant has been made, that any Bank or any Agent Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, discuss or take or refrain from taking any action permitted under the Loan Papers Credit Documents with respect to any such Event of Default or Default or any other provision of the Loan Papers, Credit Documents and (ixJ) each Bank has all Lender Parties have relied upon the truthfulness of the acknowledgments in this Section 14.2(b) in deciding to execute and deliver this Agreement and to make the Loansbecome obligated hereunder. (c) Any provision of this Agreement, the Notes or the other Loan Papers may be amended or waived if, but only if such amendment or waiver is in writing and is signed by Borrower and Required Banks (and, if the rights or duties of Administrative Agent are affected thereby, by Administrative Agent); provided that, (i) no such amendment or waiver shall (A) increase the Commitment or Maximum Credit Amount of any Bank, (B) subject any Bank to any additional obligation, or (C) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto without the written consent of such Bank and (ii) no such amendment or waiver shall unless signed by all Banks (or, in the case of clauses (C) and (D), each Bank affected thereby): (A) increase the Borrowing Base, (B) amend or waive any of the provisions of Article IV or the definitions contained in Section 1.1 applicable thereto, (C) forgive any of the principal of or reduce the rate of interest on the Loans or any fees hereunder, (D) postpone the Termination Date or any date fixed for any payment of principal of or interest on the Loan or any fees hereunder, (E) change the percentages of the Aggregate Maximum Credit Amount or the number of Banks which shall be required for the Banks or any of them to take any action under this Section 14.2(c) or any other provision of this Agreement, (F) permit Borrower to assign any of its rights hereunder, (G) provide for the release or substitution of collateral for the Obligations or any part thereof other than releases required pursuant to sales of collateral which are expressly permitted by Section 9.5, (H) provide for the release of any Credit Party from its Facility Guaranty, except in connection with a transaction expressly permitted under Section 9.4, or (I) amend any provisions governing the pro rata sharing of payments among Banks in a manner to permit non-pro rata sharing of payments among Banks. Borrower, Administrative Agent and each Bank further acknowledge that any decision by Administrative Agent or any Bank to enter into any amendment, waiver or consent pursuant hereto shall be made by such Bank or Administrative Agent in its sole discretion, and in making any such decision Administrative Agent and each such Bank shall be permitted to give due consideration to any credit or other relationship Administrative Agent or any such Bank may have with Borrower, any other Credit Party or any Affiliate of any Credit Party.