Page 22 of 26 – SEC Filing
| J. | The exchange of certain Indebtedness may extend beyond the next interest installment date (after the date hereof) with respect to such Indebtedness and such interest may not be paid on such interest installment date (the “Specified Interest Payment Default“). |
NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the undersigned agree as follows:
1. Waiver
and Consent.
(a) Each
of the undersigned Lenders and, at the direction of the Required Lenders, the Agent, hereby irrevocably consents to the Transactions
and, solely to permit the consummation of the Transactions, waives compliance with the provisions of the Loan Agreement that prohibit
the Transactions, including those provisions set forth in Sections 7.7(a), 7.8(a) and 7.12 of the Loan Agreement, provided that
the consent and waiver in this Section 1(a) shall be null and void ab initio upon termination of the RSA.
(b) Reserved.
(c) Except
as expressly provided by this Consent, the Loan Agreement shall remain in full force and effect and none of the rights, interests,
or obligations existing and to exist under the Loan Agreement are hereby released, diminished, or impaired.
(d) The
Lenders hereby waive any default or Event of Default arising solely and relating to the Specified Interest Payment Default, including
under Section 9.7 of the Loan Agreement, provided that (i) no rights or remedies are exercised under the Term Documents, the Existing
Notes Documents and the New Senior Notes Documents as a result of the Specified Interest Payment Default, and (ii) the waiver
in this Section 1(d) shall be null and void ab initio upon termination of the RSA.
(e) The
parties hereto agree that, except with the consent of the Required Lenders, the termination of the RSA shall constitute an Event
of Default under the Loan Agreement without notice or grace.
2. This
Consent shall be effective upon satisfaction of the following conditions:
(a) Agent’s
receipt of a fully executed copy of this Consent; and
(b) Agent’s
receipt of fully executed copies of consents to the Transactions and waiver of the Specified Interest Payment Date under the Term
Documents.
3. Each
of the Loan Parties hereby represents and warrants that execution and delivery of this Consent and, after giving effect to the
consents and waivers contained herein, the performance by each of them of their respective obligations under the Loan Agreement,
in each case, 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 Loan Agreement will
constitute the valid and binding obligations of the Loan Parties, as applicable, enforceable in accordance with their terms, except
as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance,
ERISA or similar laws affecting
