Common use of Limited Consent Clause in Contracts

Limited Consent. The Subject Borrower has informed the Banks and the Agent that it may issue on or after the date hereof, on behalf of the Subject Series, one or more Revolving Demand Notes in favor of Bank of America, N.A. or other loan agreement and note(s) that may succeed such note(s) in an aggregate principal amount of $3,000,000,000 (collectively, the “Bank of America Instrument(s)”) and to incur Debt in the form of loans thereunder (the issuance of the Bank of America Instruments and the incurrence of such Debt thereunder, the “Proposed Loans”). The Subject Borrower has requested that the Agents and the Banks consent to the Proposed Loans, and the Agent and the Banks do hereby consent to the Proposed Loans; provided that: (a) the Proposed Loans shall be unsecured by any assets of the Subject Series and shall be in an aggregate principal amount not in excess of $3,000,000,000 at any time outstanding to the Subject Borrower and all other funds or other entities entitled to borrow thereunder, (b) the Proposed Loans shall be outstanding with respect to the Subject Borrower solely for the period from the date upon which the Subject Borrower shall notify the Operations Agent of any initial borrowing by such Subject Borrower under the Bank of America Instrument through December 17, 2008 (each, a “Specified Period”), (c) the Subject Borrower shall not have any outstanding Loans under the Credit Agreement during the Specified Period with respect to such Subject Borrower and such Subject Series; and (d) during the Specified Period for the Subject Borrower and such Subject Series and thereafter until the repayment in full of all Debt and other obligations owing by such Subject Borrower under the Bank of America Instruments, the Banks shall have no obligation or Commitment to make any Loans to such Subject Borrower on behalf of such Subject Series under the Credit Agreement. The above consent shall not be construed, however, as a waiver of any other provisions of the Credit Agreement or the other Loan Documents or to permit any Borrower to take any other action which is prohibited by the terms of the Credit Agreement and the other Loan Documents. Except as expressly stated herein, neither the execution of this Amendment nor the failure of any Agent or any Bank to exercise any right or remedy constitutes a waiver of any Default or Event of Default or of such right or remedy or any other right or remedy under the Credit Agreement. Except as specifically waived hereby, each of the terms and conditions of the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect. Nothing contained herein shall in any way prejudice, impair or effect any rights or remedies of any Agent or any Bank under the Credit Agreement and the other Loan Documents.

Limited Consent. The Columbia Funds Series Trust I, on behalf of Columbia International Bond Fund (the “Subject Borrower Borrower”), has informed the Banks and the Agent that it may issue on or after the date hereof, on behalf of the Subject Series, one or more Revolving Demand Notes in favor of Bank of America, N.A. or other loan agreement and note(s) that may succeed Columbia International Bond Fund wishes to change its diversified status from diversified to non-diversified (such note(s) in an aggregate principal amount of $3,000,000,000 (collectively, a change being hereinafter referred to as the “Bank of America Instrument(s)”) and to incur Debt in the form of loans thereunder (the issuance of the Bank of America Instruments and the incurrence of such Debt thereunder, the “Proposed LoansStatus Change”). The Pursuant to Section 5.12 of the Credit Agreement, the Status Change is not permitted absent the consent of the Banks and, as such, the Subject Borrower has requested that the Agents and the Banks consent to the Proposed Loans, Status Change. Subject to the terms and conditions of this §3 the Agent Agents and the Banks do hereby consent to the Proposed LoansStatus Change; provided that: (a) the Proposed Loans shall be unsecured Subject Borrower has provided to the Agent evidence that the Status Change has been approved by any assets of the Subject Series Borrower’s Board of Trustees; and shall be in an aggregate principal amount not in excess of $3,000,000,000 at any time outstanding to the Subject Borrower and all other funds or other entities entitled to borrow thereunder, (b) the Proposed Loans shall be outstanding with respect to the Subject Borrower solely for the period from the date upon which the Subject Borrower shall notify the Operations Agent of any initial borrowing by such Subject Borrower under the Bank of America Instrument through December 17, 2008 (each, a “Specified Period”), (c) the Subject Borrower shall not have cause the Investment Adviser to promptly take all necessary actions to reflect the Status Change in the applicable Prospectus, any outstanding Loans under the Credit Agreement during the Specified Period with respect registration statement and all marketing materials and to take all such Subject Borrower and actions as are required such Subject Series; and (d) during the Specified Period for that the Subject Borrower and such Subject Series and thereafter until remains in compliance with all applicable laws (including, without limitation, the repayment in full Investment Company Act). The failure of all Debt and other obligations owing by such the Subject Borrower under to comply with the Bank provisions of America Instrumentsthis §3(b) by not later than June 1, the Banks 2009 shall have no obligation or Commitment to make any Loans to such Subject Borrower on behalf constitute an immediate Event of such Subject Series Default under the Credit Agreement. The above consent shall not be construed, however, as a waiver of any other provisions of the Credit Agreement or the other Loan Documents or to permit any Borrower to take any other action which is prohibited by the terms of the Credit Agreement and the other Loan Documents. Except as expressly stated herein, neither the execution of this Amendment nor the failure of any Agent or any Bank to exercise any right or remedy constitutes a waiver of any Default or Event of Default or of such right or remedy or any other right or remedy under the Credit Agreement. Except as specifically waived hereby, each of the terms and conditions of the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect. Nothing contained herein shall in any way prejudice, impair or effect any rights or remedies of any Agent or any Bank under the Credit Agreement and the other Loan Documents.

Limited Consent. The Subject Borrower has informed to the Banks and the Agent that it may issue on or after the date hereof, on behalf conditions described in Section 6 of the Subject Series, one or more Revolving Demand Notes in favor of Bank of America, N.A. or other loan agreement and note(s) that may succeed such note(s) in an aggregate principal amount of $3,000,000,000 (collectivelythis Amendment, the “Bank of America Instrument(s)”) and to incur Debt in the form of loans thereunder (the issuance of the Bank of America Instruments and the incurrence of such Debt thereunder, the “Proposed Loans”). The Subject Borrower has requested that the Agents and the Banks consent to the Proposed Loans, and the Administrative Agent and the Banks do Lenders hereby consent to the Proposed LoansESAS Affiliate Transactions and the Organizational Document Amendments and agree that, notwithstanding anything herein, or in the Credit Agreement or any other Loan Document to the contrary, the transactions contemplated by the ESAS Agreement, including the ESAS Affiliate Transactions and the Organizational Document Amendments, shall not constitute and shall be deemed not to constitute a Default or an Event of Default pursuant to Sections 7.01, 7.02, 7.07 and/or 7.10 of the Credit Agreement; provided that: (i) the ESAS Affiliate Transactions are performed substantially in accordance with the ESAS Agreement, as such agreement may be amended other than amendments which would be materially adverse to the Administrative Agent or the Lenders, (ii) the Organizational Document Amendments are effective prior to the Board Appointment, (ii) the Borrower delivers to the Administrative Agent, within five (5) Business Days following the date of the ESAS Transactions Effective Date, evidence of the amendment or modification of its Articles of Incorporation (or similar governing document), certified by the Secretary of State of the State of Texas, and its bylaws, in each case, reflecting the Organizational Document Amendments and (iii) both before and immediately after giving effect to the ESAS Transactions, no Default or Event of Default shall have occurred and be continuing. By its signature below, Borrower agrees that, except as expressly provided above, nothing herein shall be construed as (a) a consent by the Proposed Loans shall be unsecured by Administrative Agent or the Lenders to allow any assets Credit Party to enter into or permit any material modification or amendment of, or waive any material right or obligation of the Subject Series and shall be any Person under its Organizational Documents other than as expressly provided in an aggregate principal amount not in excess of $3,000,000,000 at any time outstanding to the Subject Borrower and all other funds or other entities entitled to borrow thereunderthis Amendment, (b) a consent by the Proposed Loans shall be outstanding with respect Administrative Agent or the Lenders to allow any Credit Party to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except as expressly provided in this Amendment or in the Subject Borrower solely for the period from the date upon which the Subject Borrower shall notify the Operations Agent of any initial borrowing by such Subject Borrower under the Bank of America Instrument through December 17, 2008 (each, a “Specified Period”)Credit Agreement, (c) a waiver or continuing waiver of the Subject Borrower shall not have any outstanding Loans under provisions of Section 7.01, Section 7.02, Section 7.07 or Section 7.10 of the Credit Agreement during the Specified Period with respect to such Subject Borrower and such Subject Series; and (d) during the Specified Period for the Subject Borrower and such Subject Series and thereafter until the repayment in full of all Debt and or, except as expressly provided herein, any other obligations owing by such Subject Borrower under the Bank of America Instruments, the Banks shall have no obligation or Commitment to make any Loans to such Subject Borrower on behalf of such Subject Series under the Credit Agreement. The above consent shall not be construed, however, as a waiver provision of any other provisions provision of the Credit Agreement or the any other Loan Documents Document or to permit any Borrower to take any other action which is prohibited by the terms of the Credit Agreement and the other Loan Documents. Except as expressly stated herein, neither the execution of this Amendment nor the failure of any Agent or any Bank to exercise any right or remedy constitutes (d) a waiver of any Default or Event of Default Default, now existing or of such right or remedy hereafter arising under the Credit Agreement or any other right or remedy under Loan Document. The consent set forth herein is expressly limited as follows: (A) such consent is limited solely to the Credit Agreement. Except as specifically waived hereby, each of ESAS Affiliate Transactions and the Organizational Document Amendments on and subject to the terms and conditions hereof and (B) such consent is a limited one-time consent, and nothing contained herein shall obligate the Administrative Agent or the Lenders to grant any additional or future consent, or to grant (x) any waiver of Section 7.01, Section 7.02, Section 7.07 or Section 7.10 of the Credit Agreement and or any other provision of the Credit Agreement or any other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect. Nothing contained herein shall in Document or (y) any way prejudice, impair or effect any rights or remedies waiver of any Agent Default or any Bank Event of Default, now existing or hereafter arising under the Credit Agreement and the or any other Loan DocumentsDocument.

Limited Consent. The Subject Borrower has informed Effective only upon the Banks and the Agent that it may issue on or after the date hereof, on behalf satisfaction of all of the Subject Series, one or more Revolving Demand Notes in favor of Bank of America, N.A. or other loan agreement and note(s) that may succeed such note(s) in an aggregate principal amount of $3,000,000,000 Consent Conditions (collectivelydefined below), the “Bank undersigned Required Lenders hereby (i) consent to the Specified Change of America Instrument(s)”Control, if any shall occur at or in connection with the 2009 Annual Meeting and (ii) and agree that such Specified Change of Control shall not result in, or be deemed to incur Debt in give rise to, an Event of Default under the form Event of loans thereunder Default provision (the issuance of the Bank of America Instruments and the incurrence of such Debt thereunder, the “Proposed LoansLimited Consent”). The Subject Borrower has requested For purposes hereof, “Consent Conditions” means the date on which all of the following conditions have been satisfied or waived in writing by the Administrative Agent and Required Lenders: (i) the Administrative Agent shall have received (A) a copy of a final judgment of a court of competent jurisdiction, (B) a settlement agreement approved by such a court or (C) an opinion of counsel to the indenture trustee under the Senior 2007 Notes, as the case may be, in each case providing or opining, as applicable, that the Agents and election of any or all of the Banks consent Shareholder Nominees to the Proposed Loansboard of directors of the Company at or in connection with the 2009 Annual Meeting shall not constitute a “Fundamental Change” or, in the case of the opinion of counsel or settlement agreement provided for in clauses (B) and (C) above, otherwise result in a default or event of default under the Agent and the Banks do hereby consent to the Proposed Loans; provided that: Senior 2007 Note Documents, (aii) the Proposed Loans Administrative Agent shall be unsecured by any assets have received a certificate of the Subject Series and shall be in an aggregate principal amount not in excess Company, signed by a Responsible Officer of $3,000,000,000 at any time outstanding to the Subject Borrower and all other funds or other entities entitled to borrow thereunderCompany, certifying that as of the effective date of the Limited Consent (bA) the Proposed Loans shall be outstanding with respect to the Subject Borrower solely for the period from the date upon which the Subject Borrower shall notify the Operations Agent of any initial borrowing by such Subject Borrower under the Bank of America Instrument through December 17no Default (including, 2008 (each, a “Specified Period”), (c) the Subject Borrower shall not have any outstanding Loans under the Credit Agreement during the Specified Period with respect to such Subject Borrower and such Subject Series; and (d) during the Specified Period for the Subject Borrower and such Subject Series and thereafter until the repayment in full of all Debt and other obligations owing by such Subject Borrower under the Bank of America Instruments, the Banks shall have no obligation or Commitment to make any Loans to such Subject Borrower on behalf of such Subject Series under the Credit Agreement. The above consent shall not be construed, howeverwithout limitation, as a waiver result of any other provisions a cross-default under Section 8.01(e) of the Existing Credit Agreement or Agreement, but excluding the other Loan Documents or to permit any Borrower to take any other action which is prohibited by the terms of the Credit Agreement and the other Loan Documents. Except as expressly stated herein, neither the execution of this Amendment nor the failure of any Agent or any Bank to exercise any right or remedy constitutes a waiver of any Default or Litigation Event of Default or and any Event of such right or remedy Default that would arise absent this Amendment as a result of the Change of Control provisions) shall have occurred and be continuing and (B) no Default could reasonably be expected to occur as a result of the Specified Change of Control or any other right or remedy under transactions arising with respect thereto, and (iii) the Credit Agreement. Except as specifically waived hereby, each of the terms and conditions of the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and Second Amendment Effective Date shall remain in full force and effect. Nothing contained herein shall in any way prejudice, impair or effect any rights or remedies of any Agent or any Bank under the Credit Agreement and the other Loan Documentshave occurred.

Limited Consent. The Subject Borrower has informed to the Banks terms and the Agent that it may issue on or after the date hereofconditions of this Agreement, on behalf of the Subject Seriesincluding, one or more Revolving Demand Notes in favor of Bank of America, N.A. or other loan agreement and note(s) that may succeed such note(s) in an aggregate principal amount of $3,000,000,000 (collectivelywithout limitation, the “Bank of America Instrument(s)”) condition to effectiveness set forth in Section 6 below, and to incur Debt notwithstanding the requirements, limitations or restrictions set forth in the form of loans thereunder (the issuance of the Bank of America Instruments and the incurrence of such Debt thereunderCredit Agreement or any other Financing Document, the “Proposed Loans”). The Subject Borrower has requested that the Agents and the Banks consent to the Proposed Loans, and the Agent and the Banks do Lenders party hereto (which Lenders constitute at least the Required Lenders) hereby consent to the Proposed Loans; provided that: (a) the Proposed Loans formation of Agilis Merger Sub and PTC Intermediate Holdings, Inc., a Delaware corporation and directly owned subsidiary of Borrower (“HoldCo”), and agree that Borrower shall not be unsecured by any assets required to comply with the requirements set forth in Section 4.11(a) and (d) of the Subject Series and shall be in an aggregate principal amount not in excess of $3,000,000,000 at any time outstanding Credit Agreement with respect to the Subject Agilis Merger Sub or HoldCo prior to the date that is ten (10) Business Days following the consummation of Permitted Agilis Acquisition; provided that (x) the Permitted Agilis Acquisition is consummated on or prior to the Outside Date (as defined in the Agilis Acquisition Agreement) (or such later date as Agent may agree in writing) and (y) Borrower and all does not make any Investment (other funds than any de minimis Investment) in the Agilis Merger Sub or other entities entitled HoldCo prior to borrow thereunderthe consummation of the Permitted Agilis Acquisition, (b) Borrower and Agilis Merger Sub entering into the Proposed Loans shall be outstanding with respect to the Subject Borrower solely for the period from the date upon which the Subject Borrower shall notify the Operations Agent of any initial borrowing by such Subject Borrower under the Bank of America Instrument through December 17Agilis Acquisition Documents, 2008 (each, a “Specified Period”), and (c) the Subject Borrower shall not have any outstanding Loans under provisions of the Credit Agreement during the Specified Period with respect to such Subject Borrower and such Subject Series; and (d) during the Specified Period for the Subject Borrower and such Subject Series and thereafter until the repayment in full including, without limitation, Section 5.6 of all Debt and other obligations owing by such Subject Borrower under the Bank of America Instruments, the Banks shall have no obligation or Commitment to make any Loans to such Subject Borrower on behalf of such Subject Series under the Credit Agreement) to the contrary notwithstanding, the merger of Agilis Merger Sub with and into Agilis upon the consummation of the Permitted Agilis Acquisition. The above consent set forth in this Section 2 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be construeddeemed to (i)otherwise be a consent to any amendment, however, as waiver or modification of any other term or condition of the Credit Agreement or of any other Financing Document; (ii) prejudice any right that Agent or Lenders have or may have in the future under or in connection with the Credit Agreement or any other Financing Document; (iii) constitute a consent to or waiver of any past, present or future Default or Event of Default or other violation of any provisions of the Credit Agreement or the any other Loan Documents Financing Documents, (iv) create any obligation to forbear from taking any enforcement action, or to permit make any Borrower to take further extensions of credit or (v) establish a custom or course of dealing among any other action which is prohibited by the terms of the Credit Agreement and Parties, on the other Loan Documents. Except as expressly stated hereinone hand, neither the execution of this Amendment nor the failure of any or Agent or any Bank to exercise any right or remedy constitutes a waiver of any Default or Event of Default or of such right or remedy or any other right or remedy under the Credit Agreement. Except as specifically waived herebyLender, each of the terms and conditions of the Credit Agreement and on the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect. Nothing contained herein shall in any way prejudice, impair or effect any rights or remedies of any Agent or any Bank under the Credit Agreement and the other Loan Documentshand.

Limited Consent. The Subject Borrower has informed to the Banks satisfaction of the conditions precedent set forth in Section 2 of this Consent, Agent (at the direction of the Lenders) and the Agent Lenders party hereto (constituting the Required Lenders) hereby grant the Requested Consent; provided, that it may issue the June 2021 Financials and the June 2021 Compliance Certificate for delivery to the Lenders on or after before August 31, 2021 (or such later date to which the date hereofRequired Lenders may agree in writing, on behalf which shall include, for the avoidance of the Subject Seriesdoubt, one or more Revolving Demand Notes in favor of Bank of Americawritten confirmation by e-mail); provided, N.A. or other loan agreement and note(s) that may succeed such note(s) in an aggregate principal amount of $3,000,000,000 (collectively, the “Bank of America Instrument(s)”) and to incur Debt in the form of loans thereunder (the issuance of the Bank of America Instruments and the incurrence of such Debt thereunder, the “Proposed Loans”). The Subject Borrower has requested further that the Agents and the Banks foregoing consent shall be effective only to the Proposed Loans, extent specifically set forth herein and the Agent and the Banks do hereby consent to the Proposed Loans; provided that: shall not (a) the Proposed Loans shall be unsecured by any assets of the Subject Series and shall be in an aggregate principal amount not in excess of $3,000,000,000 at any time outstanding to the Subject Borrower and all other funds or other entities entitled to borrow thereunder, (b) the Proposed Loans shall be outstanding with respect to the Subject Borrower solely for the period from the date upon which the Subject Borrower shall notify the Operations Agent of any initial borrowing by such Subject Borrower under the Bank of America Instrument through December 17, 2008 (each, a “Specified Period”), (c) the Subject Borrower shall not have any outstanding Loans under the Credit Agreement during the Specified Period with respect to such Subject Borrower and such Subject Series; and (d) during the Specified Period for the Subject Borrower and such Subject Series and thereafter until the repayment in full of all Debt and other obligations owing by such Subject Borrower under the Bank of America Instruments, the Banks shall have no obligation or Commitment to make any Loans to such Subject Borrower on behalf of such Subject Series under the Credit Agreement. The above consent shall not be construed, however, construed as a consent to or waiver of (i) any other provisions of the Credit Agreement or the other Loan Documents or to permit any Borrower to take any other action which is prohibited by the terms of the Credit Agreement and the other Loan Documents. Except as expressly stated hereinbreach, neither the execution of this Amendment nor the failure of any Agent or any Bank to exercise any right or remedy constitutes a waiver of any Default or Event of Default or of such right or remedy or any other right or remedy under the Credit Agreement. Except than as specifically waived herebyherein, each or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand compliance by each Loan Party with all terms and conditions of the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect. Nothing contained herein shall in any way prejudiceDocuments, impair except as specifically consented to, modified or effect any rights waived by the terms hereof, (c) be deemed a consent to or remedies waiver of any Agent future transaction or action on the part of any Bank Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as set forth specifically herein, diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. Upon the expiration of the Requested Consent, the failure to deliver the June 2021 Financials and the June 2021 Compliance Certificate, to the extent not cured prior to the expiration of the Requested Consent, shall constitute an immediate Event of Default under the Credit Agreement.

Limited Consent. The Subject Borrower has informed Collateral Agent and Lenders that MMI intends to enter into a lease agreement (the Banks and the Agent that it may issue on or after the date hereof, on behalf of the Subject Series, one or more Revolving Demand Notes in favor of Bank of America, N.A. or other loan agreement and note(s) that may succeed such note(s) in an aggregate principal amount of $3,000,000,000 (collectively, the “Bank of America Instrument(s)”"Xxxxxxx Xxxxx Lease") and to incur Debt in the form of loans thereunder a security agreement (the issuance "Xxxxxxx Xxxxx Security Agreement"), with Xxxxxxx Xxxxx Capital, A Division of Xxxxxxx Xxxxx Business Financial Services Inc. ("Xxxxxxx Xxxxx"), pursuant to which Xxxxxxx Xxxxx will lease to MMI certain property. As security for the Bank payment and performance of America Instruments MMI under the Xxxxxxx Xxxxx Lease, MMI will grant to Xxxxxxx Xxxxx a security interest in real property, machinery and equipment located in Jacksonville, Florida (the "Xxxxxxx Xxxxx Xxxx") pursuant to the Xxxxxxx Xxxxx Security Agreement. Absent Collateral Agent's and Lenders' consent, the incurrence of such Debt thereunder, the “Proposed Loans”). The Subject Borrower has requested that Indebtedness under the Agents Xxxxxxx Xxxxx Lease (the "Xxxxxxx Xxxxx Indebtedness") would violate Section 9.2(C) of the Loan Agreement and the Banks consent to creation of the Proposed Loans, and Xxxxxxx Xxxxx Xxxx would violate Section 9.2(G) of the Loan Agreement. Collateral Agent and the Banks do Lenders hereby consent to the Proposed Loanscreation of the Xxxxxxx Xxxxx Xxxx; provided thatprovided, that Collateral Agent shall have received fully executed copies of the following documents, each to be in form and substance satisfactory to Collateral Agent in its sole discretion: (a) the Proposed Loans shall be unsecured by any assets of the Subject Series and shall be in an aggregate principal amount not in excess of $3,000,000,000 at any time outstanding to the Subject Borrower and all other funds or other entities entitled to borrow thereunderXxxxxxx Xxxxx Lease, (b) the Proposed Loans shall be outstanding with respect to the Subject Borrower solely for the period from the date upon which the Subject Borrower shall notify the Operations Agent of any initial borrowing by such Subject Borrower under the Bank of America Instrument through December 17, 2008 (each, a “Specified Period”)Xxxxxxx Xxxxx Security Agreement, (c) the Subject Borrower shall not have any outstanding Loans under the Credit Agreement during the Specified Period with respect to such Subject Borrower a subordination agreement by and such Subject Series; between Xxxxxxx Xxxxx and Collateral Agent, (d) during a mortgagee/beneficiary waiver, duly executed and notarized by Xxxxxxx Xxxxx, and (e) all other agreements, documents or instruments executed in connection with any of the Specified Period for the Subject Borrower and such Subject Series and thereafter until the repayment in full of all Debt and other obligations owing foregoing documents or otherwise required by such Subject Borrower under the Bank of America InstrumentsCollateral Agent. Furthermore, the Banks shall have no obligation undersigned hereby waive Borrower's compliance with any provision of the Loan Agreement or Commitment to make any Loans to such Subject Borrower on behalf of such Subject Series under the Credit Agreement. The above consent shall not be construed, however, as a waiver of any other provisions Loan Document, which, if enforced, would prohibit the incurrence of the Credit Agreement or Xxxxxxx Xxxxx Indebtedness and the other Loan Documents or to permit any Borrower to take any other action which is prohibited by the terms creation of the Credit Agreement and the other Loan Documents. Except as expressly stated herein, neither the execution of this Amendment nor the failure of any Agent Xxxxxxx Xxxxx Xxxx or any Bank to exercise any right or remedy constitutes constitute a waiver of any Default or an Event of Default or of such right or remedy under the Loan Agreement or any other right or remedy under Loan Document solely as a result of the Credit Agreementincurrence of the Xxxxxxx Xxxxx Indebtedness and the creation of the Xxxxxxx Xxxxx Xxxx. Except as specifically waived herebyset forth above, each of the terms and conditions of the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect. Nothing nothing contained herein shall in any way prejudice, impair be construed as a waiver by Collateral Agent or effect any rights or remedies Lenders of any covenant or provision of the Loan Agreement, the Other Agreements, this Amendment, or of any other contract or instrument among Borrowers, Collateral Agent and/or Lenders, and the failure of Collateral Agent or Lenders at any Bank time or times hereafter to require strict performance by Borrowers of any provision thereof shall not waive, affect or diminish any right of Collateral Agent or Lenders to thereafter demand strict compliance therewith. Collateral Agent and Lenders hereby reserve all rights granted under the Credit Agreement Loan Agreement, the Other Agreements, this Amendment and the any other Loan Documentscontract or instrument among Borrowers, Collateral Agent and Lenders.

Limited Consent. The Subject Borrower has informed Upon satisfaction of the Banks conditions to effectiveness set forth in Section 5 below and notwithstanding Section 6.12 of the Loan Agreement, Agent and the Agent Lenders hereby consent (i) to the Borrower making the Specified Equity Issuance from and including the Fifth Amendment Effective Date to and including March 30, 2017 pursuant to the documentation attached hereto as Exhibit B, (ii) retaining the Specified Net Cash Proceeds for working capital and for other general corporate purposes that it may issue are not prohibited by the Loan Agreement (iii) adding the full amount of the Specified Net Cash Proceeds to EBITDA, as necessary, for the purpose of determining compliance with Section 7.6 (Minimum Fixed Charge Coverage Ratio) for the Specified Covenant Periods, and (iv) solely to the extent required by preemptive rights provisions of Section 14 of the Amended and Restated Certificate of Designation of Series H Convertible Preferred Stock (as in effect on or after the date hereof), the Amended and Restated Certificate of Designation of Series I Convertible Preferred Stock (as in effect on behalf the date hereof), and the Amended Series J Certificate of Designation (as in effect on the Subject Series, one or more Revolving Demand Notes in favor of Bank of America, N.A. or other loan agreement and note(sdate hereof) that may succeed such note(s) in an aggregate principal amount of $3,000,000,000 (collectively, the “Bank Certificates of America Instrument(sDesignation”)”) and , the future issuance of Series J Securities to incur Debt certain Exercising Holders (as defined in the form applicable Certificates of loans thereunder Designation (as in effect on the issuance date hereof)). Notwithstanding anything herein or in the Loan Documents or the Intercreditor Agreement to the contrary, Agent and Lenders agree and acknowledge that the Specified Net Cash Proceeds shall be first applied to the obligations arising under the Revolving Loan Agreement (but not in permanent reduction of the Bank of America Instruments and maximum revolving amount under the incurrence of such Debt thereunder, the “Proposed Loans”Revolving Loan Documents). The Subject Borrower has requested that Revolving Agent shall be entitled to rely on the Agents consent provided herein and the Banks consent to the Proposed Loans, foregoing agreement and the acknowledgment by Agent and the Banks do hereby consent to the Proposed Loans; Lenders. The foregoing is a limited consent, and shall not, except as otherwise expressly provided that: in this Agreement, constitute (a) the Proposed Loans shall be unsecured by any assets a modification or alteration of the Subject Series and shall be in an aggregate principal amount not in excess terms, conditions or covenants of $3,000,000,000 at the Loan Agreement or any time outstanding to the Subject Borrower and all other funds Loan Document or other entities entitled to borrow thereunder, (b) a waiver, release, or limitation upon the Proposed Loans shall be outstanding with respect to the Subject Borrower solely for the period from the date upon which the Subject Borrower shall notify the Operations Agent of any initial borrowing exercise by such Subject Borrower under the Bank of America Instrument through December 17, 2008 (each, a “Specified Period”), (c) the Subject Borrower shall not have any outstanding Loans under the Credit Agreement during the Specified Period with respect to such Subject Borrower and such Subject Series; and (d) during the Specified Period for the Subject Borrower and such Subject Series and thereafter until the repayment in full of all Debt and other obligations owing by such Subject Borrower under the Bank of America Instruments, the Banks shall have no obligation or Commitment to make any Loans to such Subject Borrower on behalf of such Subject Series under the Credit Agreement. The above consent shall not be construed, however, as a waiver of any other provisions of the Credit Agreement or the other Loan Documents or to permit any Borrower to take any other action which is prohibited by the terms of the Credit Agreement and the other Loan Documents. Except as expressly stated herein, neither the execution of this Amendment nor the failure of any Agent or any Bank to exercise any right or remedy constitutes a waiver Lender of any Default of its rights, legal or Event of Default or of such right or remedy or any other right or remedy under the Credit Agreement. Except as specifically waived herebyequitable, each of the terms and conditions of the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect. Nothing contained herein shall in any way prejudice, impair or effect any rights or remedies of any Agent or any Bank under the Credit Agreement and the other Loan Documentsthereunder.