Page 23 of 26 – SEC Filing
the
enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought in a proceeding
in equity or at law). The waivers in Sections 1(a) and 1(d) hereof shall be effective solely for the specific instance
and purpose described herein and shall not be applicable to any other instance, default or Event of Default, whether now existing
or hereafter occurring.
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 Loan Agreement (including without limitation all conditions and requirements for Advances and any financial covenants) or
any of the other Loan Documents, or to constitute a waiver or release by Agent or any Lender of any right, remedy, Collateral
or Default under the Loan Agreement or any of the other Loan Documents, 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 under the Loan Agreement, except to the extent specifically set forth herein, and each other Loan Document previously
executed and delivered by it. Each reference in the Loan Agreement to “this Agreement” or “the Loan Agreement”
shall be deemed to refer to the Loan Agreement after giving effect to this Consent.
6. Unless
otherwise defined herein, all capitalized terms used in this Consent shall have the meanings set forth in the Loan Agreement.
7. This
Consent shall be a contract made under and governed by the laws of the State of New York without giving effect to its principles
of conflicts of laws, and may be executed in counterpart, in accordance with the Loan Agreement.
8. Each
of the Loan Parties, the Agent and the Lenders agrees that any copy of this Consent (or any other Loan Document) signed by them
and transmitted by facsimile, email or any other delivery method shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is in existence.
9. Each
Guarantor (i) hereby consents and agrees to the Borrower’s execution and delivery of this Consent, and to the performance by the
Borrower of its agreements and obligations hereunder, and (ii) confirms its guarantee of the Obligations under the Loan Agreement,
as secured by the Collateral pledged by such Guarantor in accordance with the Loan Documents.
10. The
Borrower hereby agrees to pay on demand all costs and expenses in accordance with Section 19.9 of the Loan Agreement, in each
case, incurred in connection with the preparation, negotiation and execution of this Consent and all related documents.
11. By
its execution hereof, each Lender signatory hereto, constituting Required Lenders, hereby authorizes and directs the Agent to
execute and deliver this Consent and any other agreements or documents required in connection herewith. The Borrower, the Guarantors
and the Required Lenders expressly agree and confirm that the Agent’s right to indemnification, as set forth in Sections 11.3
and 17.5 of the Loan Agreement shall apply with respect to any and all losses, claims, liabilities costs and expenses that the
Agent suffers, incurs or is threatened with relating to actions taken or omitted by the Agent (in accordance with the Loan Agreement)
in connection with this Consent and the other documents contemplated hereby.
12. This
Consent is a Loan Document.
[Signature
page follows.]
