The Term A Lender identified as the Term A Agent shall not have any rights, powers, obligations, liabilities, responsibilities or duties under this Agreement other than those applicable to all Lenders or as otherwise expressly provided herein.
This Waiver and Consent (a) shall become effective as of the date set forth above when signed by the Required Lenders and the Term A Agent, (b) shall be effective only in this specific instance and for the specific purposes set forth herein, and (c) does not allow for any other or further departure from the terms and conditions of the Financing Agreement or any other Loan Document, which terms and conditions shall continue in full force and effect.
From and after the Effective Date and until the Final Maturity Date, the Borrowers shall pay to the Term A Agent for its own account, quarterly in arrears on the last day of each calendar quarter and on the date the Obligations are paid in full, an administrative fee, which shall be equal to $15,000 (or a pro rata portion of such amount, in the case of the final payment of such fee).
If the Junior Secured Parties timely deliver such notice, the purchase shall close (the Term A Purchase Option Closing Date) within 10 Business Days thereafter pursuant to documentation mutually acceptable to each of the Term A Agent and the Junior Agent.
REQUIRED LENDERS: The K2 Principal Fund L.P.By: /s/ Shawn Kimel Name: Shawn Kimel Title: Managing Partner [Signature Page to Financing Agreement Waiver - Key Man Insurance and Term A Agent Fee] 3 If the foregoing accurately reflects your understanding, kindly so indicate this by signing below and returning a copy to the undersigned as soon as possible.