Common use of Modifications, Amendments or Waivers Clause in Contracts

Modifications, Amendments or Waivers. The Agent upon joint direction of the Lenders and such of the Borrowers as are then party thereto (or any other party thereto, as the case may be) may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of a Lender or the Borrowers or such party hereunder or thereunder or may grant waivers or consents to a departure from the due performance of the obligations of the Borrowers or other party thereto hereunder or thereunder, any such agreement, waiver or consent made with such written consent being effective to bind all Lenders; provided that if the Agent upon the joint direction of the Lenders notifies Borrowers of its desire to designate a Subsidiary of any Borrower as an Operating Subsidiary, then the Borrowers agree to execute and shall cause the designated Subsidiary to execute an amendment to this Agreement to reflect the designation of a Subsidiary of Sundance as an Operating Subsidiary and make such Subsidiary of Sundance a party to this Agreement as described in the definition of Operating Subsidiary herein, whereupon all representations, warranties, covenants and other terms herein shall be applicable to such Subsidiary as if it were an Operating Subsidiary and party to this Agreement as of the date hereof. In addition, Borrowers shall cause such Subsidiary to execute, deliver, file and perform all documents and agreements reasonably required by the Agent to accomplish the foregoing and to grant to Agent and each Lender all rights and benefits to which it is entitled under any of the Loan Documents. Any agreement, waiver or consent referred to in this Section 10.3 must be in writing and shall be effective only to the extent specifically set forth in such writing. In the case of any such waiver or consent relating to any provision hereof, any Event of Default or Default so waived or consented to shall be deemed to be cured and not continuing, but no such waiver or consent shall extend to any other or subsequent Event of Default or Default or impair any right consequent thereto.

Modifications, Amendments or Waivers. The Agent upon joint direction With the written consent of the Lenders Required Banks, the Agent, acting on behalf of all the Banks, and such the Borrowers, on behalf of the Borrowers as are then party thereto (or any other party theretoLoan Parties, as the case may be) may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of a Lender the Banks or the Borrowers or such party Loan Parties hereunder or thereunder thereunder, or may grant written waivers or consents to a departure from the due performance of the obligations Obligations of the Borrowers or other party thereto Loan Parties hereunder or thereunder, any . Any such agreement, waiver or consent made with such written consent being shall be effective to bind all Lenders; provided that if the Agent upon the joint direction of the Lenders notifies Borrowers of its desire to designate a Subsidiary of any Borrower as an Operating Subsidiary, then the Borrowers agree to execute Banks and shall cause the designated Subsidiary to execute an amendment to this Agreement to reflect the designation of a Subsidiary of Sundance as an Operating Subsidiary and make such Subsidiary of Sundance a party to this Agreement as described in the definition of Operating Subsidiary herein, whereupon all representations, warranties, covenants and other terms herein shall be applicable to such Subsidiary as if it were an Operating Subsidiary and party to this Agreement as of the date hereof. In addition, Borrowers shall cause such Subsidiary to execute, deliver, file and perform all documents and agreements reasonably required by the Agent to accomplish the foregoing and to grant to Agent and each Lender all rights and benefits to which it is entitled under any of the Loan Documents. Any Parties, provided, that, without the written consent of all the Banks, no such agreement, waiver or consent referred to in this Section 10.3 must may be in writing and shall be effective only to made which will: Increase of Commitment; Extension or Expiration Date. Increase the extent specifically set forth in such writing. In amount of the case Revolving Credit Commitment of any Bank hereunder or extend the Expiration Date; Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment. Whether or not any Loans are outstanding, extend the time for payment of principal or interest of any Loan (excluding the due date of any mandatory prepayment of a Loan or any mandatory Revolving Credit Commitment reduction in connection with such waiver a mandatory prepayment hereunder, except for mandatory reductions of the Revolving Credit Commitments on the Expiration Date), the Revolving Credit Commitment Fee or consent relating any other fee payable to any provision hereofBank, or reduce the principal amount of or the rate of interest borne by any Loan or reduce the Revolving Credit Commitment Fee or any other fee payable to any Bank, or otherwise affect the terms of payment of the principal of or interest on any Loan, the Revolving Credit Commitment Fee or any other fee payable to any Bank; Release of Collateral or Guarantor. Except for sales of assets permitted by Section 7.2.7 [Dispositions of Assets or Subsidiaries], release any Collateral consisting of capital stock or other ownership interests of any Loan Party or its Subsidiaries or substantially all of the assets of any Loan Party, any Event of Default release any Guarantor from its Obligations under the Guaranty Agreement; or Default so waived or consented to shall be deemed Borrowing Base. Permit any Loan to be cured and not continuingmade or Letter of Credit to be issued if after giving effect thereto the Revolving Facility Usage hereunder would exceed either (A) the lesser of 110% of the Borrowing Base or the Borrowing Base plus $5,000,000 for more than thirty (30) consecutive Business Days, but no such waiver or consent shall extend to any other or subsequent Event of Default or Default or impair any right consequent thereto(B) the Revolving Credit Commitments.

Modifications, Amendments or Waivers. The Agent upon joint direction (a) No amendment or waiver of the Lenders and such of the Borrowers as are then party thereto (or any other party thereto, as the case may be) may from time to time enter into written agreements amending or changing any provision of this Agreement any Loan Document, and no consent with respect to any departure by any Loan Party therefrom, shall be effective unless the same shall be in writing and signed by Agent, the Required Lenders (or any other Loan Document or by Agent with the rights consent of a Lender or the Borrowers or Required Lenders) and Borrower; provided that no such party hereunder or thereunder or may grant waivers or consents to a departure from the due performance of the obligations of the Borrowers or other party thereto hereunder or thereunder, any such agreementamendment, waiver or consent made shall, unless in writing and signed by all Lenders directly affected thereby (or by Agent with such written the consent being effective of all Lenders directly affected thereby), in addition to bind all Agent, Required Lenders (or by Agent with the consent of Required Lenders; provided that if the Agent upon the joint direction of the Lenders notifies Borrowers of its desire to designate a Subsidiary of any Borrower as an Operating Subsidiary) and Borrower, then the Borrowers agree to execute and shall cause the designated Subsidiary to execute an amendment to this Agreement to reflect the designation of a Subsidiary of Sundance as an Operating Subsidiary and make such Subsidiary of Sundance a party to this Agreement as described in the definition of Operating Subsidiary herein, whereupon all representations, warranties, covenants and other terms herein shall be applicable to such Subsidiary as if it were an Operating Subsidiary and party to this Agreement as of the date hereof. In addition, Borrowers shall cause such Subsidiary to execute, deliver, file and perform all documents and agreements reasonably required by the Agent to accomplish the foregoing and to grant to Agent and each Lender all rights and benefits to which it is entitled under do any of the Loan Documents. Any agreementfollowing: (i) increase or decrease the amount of, waiver or consent referred to in this Section 10.3 must be in writing and shall be effective only to extend the extent specifically set forth in such writing. In the case of any such waiver or consent relating to any provision hereofterm of, any Event of Default or Default so waived or consented to Loan commitment (which shall be deemed to be cured and not continuingaffect all Lenders), but no such waiver (ii) reduce the principal of or rate of interest on (other than waiving the imposition of the Default Rate) any Term Loan or reduce the amount of any fees payable under any Loan Document, (iii) postpone the date fixed for or reduce or waive any scheduled installment of principal or any payment of interest or fees due to any Lender under the Loan Documents, (iv) release or subordinate the Lien on all or substantially all of the Collateral, or consent to a transfer of all or substantially all of the Collateral (which shall extend be deemed to affect all Lenders), (v) release a Loan Party from, or consent to a Loan Party's assignment or delegation of, such Loan Party's obligations under the Loan Documents (which shall be deemed to affect all Lenders), except as otherwise may be provided in any Loan Document, (vi) amend, modify, terminate or waive Section 10.16 or any other provision providing for the pro rata sharing of payments or subsequent Event Section 11.01(a), or (vii) amend or modify the definition of Default “Required Lenders” or Default any provision providing for the consent or impair any right consequent thereto.other action by all Lenders. 63 KE 52826770.15

Modifications, Amendments or Waivers. The Agent upon joint direction With the written consent of the Lenders Required Banks, the Agent, acting on behalf of all the Banks, and such the Borrower, on behalf of the Borrowers as are then party thereto (or any other party theretoLoan Parties, as the case may be) may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document (other than a Hedge Agreement) or the rights of a Lender the Banks or the Borrowers or such party Loan Parties hereunder or thereunder thereunder, or may grant written waivers or consents to a departure from the due performance of the obligations Obligations (other than with respect to Obligations arising out of a Hedge Agreement) of the Borrowers or other party thereto Loan Parties hereunder or thereunder, any . Any such agreement, waiver waiver, or consent made with such written consent being shall be effective to bind all Lendersthe Banks and the Loan Parties; provided that if provided, that, without the Agent upon written consent of all the joint direction Banks, no such agreement, waiver, or consent may be made which will: -82- 95 Increase of Commitment; Extension of Expiration Date. Increase the amount of the Lenders notifies Borrowers of its desire to designate a Subsidiary Revolving Credit Commitment or Convertible Revolving Credit Commitment, or Swingline Commitment of any Borrower as an Operating SubsidiaryBank hereunder or extend the Revolving Credit Expiration Date except pursuant to the terms of Section 2.10.2 or the Convertible Revolving Credit Expiration Date, then except pursuant to the Borrowers agree terms of Section 3.4 hereof; Extension of Payment; Reduction of Principal, Interest or Fees; Modification of Terms of Payment. Whether or not any Loans are outstanding, extend the time for payment of principal or interest of any Loan, Reimbursement Obligation, Letter of Credit Borrowings, any fee payable to execute and shall cause any Bank, or reduce the designated Subsidiary principal amount of or the rate of interest borne by any Loan or reduce the Commitment Fee or any other fee payable to execute an amendment any Bank, or otherwise affect in a manner adverse to this Agreement to reflect any Bank, the designation terms of a Subsidiary of Sundance as an Operating Subsidiary and make such Subsidiary of Sundance a party to this Agreement as described in the definition of Operating Subsidiary herein, whereupon all representations, warranties, covenants and other terms herein shall be applicable to such Subsidiary as if it were an Operating Subsidiary and party to this Agreement as payment of the date hereofprincipal of or interest of any Loan, the Commitment Fee or any other fee payable to any Bank; Release of Guarantor or Security. In addition, Borrowers shall cause such Subsidiary to execute, deliver, file and perform all documents and agreements reasonably required by Release any Guarantor from its Obligations under the Agent to accomplish the foregoing and to grant to Agent and each Lender all rights and benefits to which it is entitled under Guaranty Agreement or any other material security for any of the Loan Documents. Any agreement, waiver or consent referred to in this Section 10.3 must be in writing and shall be effective only to the extent specifically set forth in such writing. In the case of any such waiver or consent relating to any provision hereof, any Event of Default or Default so waived or consented to shall be deemed to be cured and not continuing, but no such waiver or consent shall extend to any other or subsequent Event of Default or Default or impair any right consequent thereto.Parties' Obligations; or

Modifications, Amendments or Waivers. The Agent upon joint direction provisions of any Loan Document may be modified, amended or waived only by a written instrument signed by Borrower, Administrative Agent, as applicable and the Requisite Lenders party thereto; provided that the provisions of the Lenders Warrants may be modified, amended and waived as set forth therein; provided further, that no such agreement shall (a) increase any Commitment of any Lender, or extend the date thereof or decrease the amount of any scheduled reduction thereof, without the written consent of such Lender, (b) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (c) postpone the scheduled date of payment of the Borrowers principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (d) alter the manner in which payments or prepayments of principal, interest or other amounts hereunder shall be applied as are then party thereto among the Lenders or Loans, without the written consent of each Lender, (e) change any of the provisions of this Section or the definition of the term “Requisite Lenders” or any other party theretoprovision hereof specifying the number or percentage of Lenders required to waive, as amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the case may bewritten consent of each Lender or (f) may except pursuant to the terms of the Guaranty, release any Guarantor from time to time enter into any of its guarantee obligations under the Guaranty without the written agreements amending consent of each Lender; and provided further, that no such agreement shall amend, modify or changing any provision of this Agreement or any other Loan Document or otherwise affect the rights of a Lender or the Borrowers or such party hereunder or thereunder or may grant waivers or consents to a departure from the due performance duties of the obligations Administrative Agent without the prior written consent of the Borrowers or other party thereto hereunder or thereunder, any such agreement, waiver or consent made with such written consent being effective to bind all Lenders; provided that if the Agent upon the joint direction of the Lenders notifies Borrowers of its desire to designate a Subsidiary of any Borrower as an Operating Subsidiary, then the Borrowers agree to execute and shall cause the designated Subsidiary to execute an amendment to this Agreement to reflect the designation of a Subsidiary of Sundance as an Operating Subsidiary and make such Subsidiary of Sundance a party to this Agreement as described in the definition of Operating Subsidiary herein, whereupon all representations, warranties, covenants and other terms herein shall be applicable to such Subsidiary as if it were an Operating Subsidiary and party to this Agreement as of the date hereof. In addition, Borrowers shall cause such Subsidiary to execute, deliver, file and perform all documents and agreements reasonably required by the Agent to accomplish the foregoing and to grant to Agent and each Lender all rights and benefits to which it is entitled under any of the Loan Documents. Any agreement, waiver or consent referred to in this Section 10.3 must be in writing and shall be effective only to the extent specifically set forth in such writing. In the case of any such waiver or consent relating to any provision hereof, any Event of Default or Default so waived or consented to shall be deemed to be cured and not continuing, but no such waiver or consent shall extend to any other or subsequent Event of Default or Default or impair any right consequent theretoAdministrative Agent.

Modifications, Amendments or Waivers. The Agent upon joint direction With the written consent of the Lenders Required11.1 Lenders, the Administrative Agent, acting on behalf of all the Lenders, and such the Borrower, on behalf of the Borrowers as are then party thereto (or any other party theretoLoan Parties, as the case may be) may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of a Lender the Lenders or the Borrowers or such party hereunder or thereunder or may grant waivers or consents to a departure from the due performance of the obligations of the Borrowers or other party thereto Loan Parties hereunder or thereunder, any or may grant written waivers or consents hereunder or thereunder. Any such agreement, waiver or consent made with such written consent being shall be effective to bind all Lenders; provided that if the Agent upon the joint direction of the Lenders notifies Borrowers of its desire to designate a Subsidiary of any Borrower as an Operating Subsidiary, then the Borrowers agree to execute and shall cause the designated Subsidiary to execute an amendment to this Agreement to reflect the designation of a Subsidiary of Sundance as an Operating Subsidiary and make such Subsidiary of Sundance a party to this Agreement as described in the definition of Operating Subsidiary herein, whereupon all representations, warranties, covenants and other terms herein shall be applicable to such Subsidiary as if it were an Operating Subsidiary and party to this Agreement as of the date hereof. In addition, Borrowers shall cause such Subsidiary to execute, deliver, file and perform all documents and agreements reasonably required by the Agent to accomplish the foregoing and to grant to Agent and each Lender all rights and benefits to which it is entitled under any of the Loan Documents. Any Parties; provided, that no such agreement, waiver or consent may be made that will: extend or increase the Commitment of any Lender (or reinstate any obligation to(a) make Loans terminated pursuant to Section 9.2) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.1 or Section 4.2 or of any Default, Event of Default, mandatory prepayment or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender); postpone any date fixed by this Agreement or any other Loan Document for any(b) payment (including mandatory prepayment of a Revolving Overadvance or a Term Overadvance but excluding other mandatory prepayments of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document) without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced, it being understood that the waiver of any mandatory prepayment of Loans (or any definition relating thereto), other than a mandatory prepayment of a Revolving Overadvance or a Term Overadvance, shall not constitute a postponement of any date scheduled for the payment of principal or interest; reduce the principal of, or the rate of interest specified herein on, any Loan or(c) Letter of Credit Borrowing or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; change Section 2.14 or Section 9.2(d) in a manner that would alter the pro rata(d) sharing of payments required thereby without the written consent of each Lender directly affected thereby; 125 change any provision of this Section 11.1 or the definition of “Required Lenders”(e) without the written consent of each Lender directly affected thereby; except in connection with a transaction permitted under Section 7.7 or 7.8, release(f) all or substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by such Collateral; or release the Borrower without the consent of each Lender, or, except in connection(g) with a transaction permitted under Section 7.7 or 7.8, all or substantially all of the value of the Guaranty provided pursuant to Article XII of this Agreement without the written consent of each Lender whose Secured Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 10.13 (in which case such release may be made by the Administrative Agent acting alone); provided, that, no agreement, waiver or consent that would modify the interests, rights or(i) obligations of the Administrative Agent, the Swing Line Lender or an Issuing Lender may be made without the written consent of such Administrative Agent, the Swing Line Lender or such Issuing Lender, as applicable, only the consent of the Administrative Agent and any other Lender party(ii) thereto shall be required for any amendment to the Fee Letter, the Schedules to this Agreement and the Annexes to the Security(iii) Agreement may be modified as provided in and subject to the terms described in Section 6.1(e)(x), [reserved],(iv) [reserved],(v) [reserved],(vi) any agreement, waiver or consent that by its terms would modify the(vii) interests, rights or obligations of one Class of Lenders (but not of any other Class of Lenders) may be effected by an agreement, waiver or consent in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 11.1 if such Class of Lenders was the only Class of Lenders hereunder at such time, this Agreement may be amended as contemplated by Section 2.1(g) in(viii) connection with the addition of any Tranche of Incremental Term Loans under the Incremental Term Loan Facility with the consent of the Borrower, the Additional Incremental Term Lenders (if any), the existing Lenders providing such Tranche of Incremental Term Loans (if any) and the Administrative Agent and other than as expressly provided in this Agreement, no waiver of any(ix) condition precedent set forth in Section 4.2 may be made without the consent of the Class of Lenders holding Commitments under the requested Facility that would be required to consent under this Section 11.1 if such Class of Lenders was the only Class of Lenders hereunder at such time; and provided, further, that, if in connection with any proposed waiver, amendment or modification referred to in this Section 10.3 must be in writing and shall be effective only to Sections 11.1(a) through 11.1(g) above, the extent specifically set forth in such writing. In consent of the case Required Lenders is obtained but the consent of any such waiver or consent relating to any provision hereof, any Event of Default or Default so waived or consented to shall be deemed to be cured and not continuing, but no such waiver or consent shall extend to any other or subsequent Event of Default or Default or impair any right consequent thereto.126

Modifications, Amendments or Waivers. The Agent upon joint direction Subject to the terms of Article XII above, the Lenders and such of the Borrowers as are then party thereto (or any other party thereto, as the case may be) may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of a Lender or the Borrowers or such party hereunder or thereunder or may grant waivers or consents to a departure from the due performance of the obligations of the Borrowers or other party thereto hereunder or thereunder, any such agreement, waiver or consent made with such written consent being effective to bind all Lenders; provided provided, however, that if Agent notifies the Agent upon the joint direction of the Lenders notifies Borrowers of its desire to designate that a Subsidiary of any a Borrower is to be designated as an Operating a Borrowing Subsidiary, then the Borrowers agree to execute and shall cause the designated such Subsidiary to execute an amendment to this Agreement to reflect the such designation of a Subsidiary of Sundance as an Operating Subsidiary and make such Subsidiary of Sundance a party to this Agreement as described in the definition of Operating Subsidiary hereinAgreement, whereupon all representations, warranties, covenants and other terms herein shall be applicable to such Subsidiary as if it were an Operating a Borrowing Subsidiary and party to this Agreement as of the date hereof. In addition, the Borrowers shall cause such Subsidiary to execute, deliver, file and perform all documents and agreements reasonably required by the Agent to accomplish the foregoing and to grant to Agent and each Lender all rights and benefits to which it is entitled under any of the Loan Documents. Any agreement, waiver or consent referred to in this Section 10.3 must be in writing and shall be effective only to the extent specifically set forth in such writing. In the case of any such waiver or consent relating to any provision hereof, any Event of Default or Default so waived or consented to shall be deemed to be cured and not continuing, but no such waiver or consent shall extend to any other or subsequent Event of Default or Default or impair any right consequent thereto.