Non-Waivers A failure or delay of either Party to enforce any of the provisions hereof, to exercise any option which is herein provided, or to require performance of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or options, and each Party, notwithstanding such failure, shall have the right thereafter to insist upon the performance of any and all of the provisions of this Agreement.
Limited Waivers The Loan Party Obligors have requested that the Lender provide the following limited waivers (the “Limited Waivers”) and amend the Agreement to reflect the same, and the Lender has agreed to provide such Limited Waivers and amend the Agreement to reflect the same, but only on the terms and conditions set forth herein: a. The Loan Party Obligors warrant and represent to the Lender that the Borrower has breached Section 5.15(d) of the Agreement (Quarterly Financial Statements) for the fiscal quarter ending December 31, 2017 (the “Stated Event of Default”). Upon the effectiveness of this First Amendment, the Lender hereby waives the Stated Event of Default provided that such Quarterly Financial Statement for fiscal quarter ending December 31, 2017 is delivered to the Lender by no later than May 31, 2018. The waiver of the Stated Event of Default is a one-time waiver only, which relates solely with the Borrower’s failure to comply with Section 5.15(d) for the fiscal quarter ending December 31, 2017 and shall not be deemed to constitute an agreement by the Lender to waive any future Events of Default. Further, nothing contained herein shall be deemed to constitute a waiver of any other Events of Default which may exist as of the date hereof. b. Pursuant to Section 5.23 of the Agreement, among other things, the Parent is prohibited from utilizing (directly or indirectly) proceeds of the Revolving Loans to finance acquisitions. Notwithstanding the foregoing, the Loan Party Obligors have requested that the Lender waive the provisions of Section 5.23 that prohibit the Parent from using proceeds of the Revolving Loan to finance a portion of the Aves Acquisition. Upon the effectiveness of this First Amendment, the Lender hereby waives the provisions of Section 5.23, retroactive to March 5, 2018, that prohibit the Parent from using proceeds of the Revolving Loan to finance a portion of the Aves Acquisition. The waiver of the foregoing provisions of Section 5.23 is a one-time waiver only, which relates solely to the Aves Acquisition and shall not be deemed to constitute an agreement by the Lender to waive the provisions of Section 5.23 (or any other provision of the Agreement) in the future. c. Pursuant to Section 5.27(i) of the Agreement, the Loan Party Obligors are prohibited from paying or declaring any dividends or distributions on any Loan Party’s stock or other equity interest except for Permitted Dividends. The First Amendment Distribution is not a Permitted Dividend. Notwithstanding the foregoing, the Loan Party Obligors have requested that the Lender waive the provisions of Section 5.27(i) that prohibit the Borrower from making the First Amendment Distribution, and allow the Borrower to make the First Amendment Distribution to the Parent so that the Parent may utilize the proceeds of the First Amendment Distribution to finance a portion of the Aves Acquisition. Upon the effectiveness of this First Amendment, the Lender hereby waives the provisions of Section 5.27(i), retroactive to March 5, 2018, that prohibit the Borrower from making the First Amendment Distribution. The waiver of the foregoing provisions of Section 5.27(i) is a one-time waiver only, which relates solely to the First Amendment Distribution and the Aves Acquisition and shall not be deemed to constitute an agreement by the Lender to waive the provisions of Section 5.27(i) (or any other provision of the Agreement) in the future.
Certain Waivers Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.
General Waivers Each of the Guarantors irrevocably waives acceptance hereof, presentment, demand or action on delinquency, protest, the benefit of any statutes of limitations and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Borrower, any other guarantor of the Guaranteed Obligations, or any other Person.
Landlord Waivers; Bailee Waivers In the event that Borrower or any of its Subsidiaries, after the Effective Date, intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will first receive the written consent of Collateral Agent and, in the event that the Collateral at any new location is valued in excess of Two Hundred Fifty Thousand ($250,000.00) in the aggregate, such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be.
