Page 17 of 26 – SEC Filing
(d) The
undersigned Lenders hereby waive any Default or Event of Default solely relating to the Specified Interest Payment Default, including
under Section 9.7 of the Term Loan Agreement.
(e) Each
of the undersigned Lenders and, at the direction of the Required Lenders, the Agent hereby consents and agrees to increase the
amount of the Senior Obligations Cap to $20 million under the Specified Letter Agreement.
2. This
Consent shall be effective immediately upon receipt by the Agent of counterparts of this Consent duly executed and delivered by
Borrower, the Guarantors, the Agent, and the Required Lenders.
3. Each
of the Loan Parties hereby represents and warrants that, after giving effect to the consents and waivers contained herein, execution
and delivery of this Consent and the performance by each of them of their respective obligations under this Consent and the Term
Loan Agreement are within its powers, have been duly authorized, are not in contravention of law or the terms of its operating
agreement or other organizational documents, as applicable and applicable law and except as have been previously obtained, do
not require the consent or approval of any governmental body, agency or authority, and this Consent and the Term Loan Agreement
constitutes the valid and binding obligations of the Loan Parties, as applicable, enforceable in accordance with its terms, except
as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance,
ERISA or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether
enforcement is sought in a proceeding in equity or at law).
4. Except
as specifically set forth herein, this Consent shall not be deemed to amend or alter in any respect the terms and conditions of
the Term Loan Agreement (including without limitation all conditions and requirements for Advances and any financial covenants),
any of the other Loan Documents or the Specified Letter Agreement, or to constitute a waiver or release by Agent or any Lender
of any right, remedy, Collateral or Default under the Term Loan Agreement, any of the other Loan Documents or the Specified Letter
Agreement, except to the extent specifically set forth herein.
5. Each
of the Loan Parties hereby reaffirms, confirms, ratifies, covenants, and agrees to be bound by each of its covenants, agreements,
and obligations, except to the extent specifically set forth herein, under the Term Loan Agreement and the Specified Letter Agreement
and each other Loan Document previously executed and delivered by it. Each reference in the Term Loan Agreement to “this
Agreement” or “the Term Loan Agreement” shall be deemed to refer to the Term Loan Agreement after giving effect
to this Consent.
6. Unless
otherwise defined to the contrary herein, all capitalized terms used in this Consent shall have the meanings set forth in the
Term Loan Agreement.
7. Each
of the Borrower and the Guarantors hereby agrees to reimburse the Agent and the Lenders party hereto for all of their out-of-pocket
costs and reasonable expenses (including attorneys’ fees and expenses) incurred in connection with this Consent.
