Common use of Limited Waivers Clause in Contracts

Limited Waivers. Subject to the terms and conditions contained herein, the Lender hereby waives the Borrowers' obligation to comply with (i) the covenant contained in Section 6.16(a) (Minimum EBITDA) thereof solely for the period ended December 31, 2005 and (ii) the financial reporting covenant contained in Schedule 5.3(e) to the Credit Agreement (Parent's Projections) thereof solely for the period ended December 31, 2005 (the "Projections Waiver"). The Borrowers hereby agree to deliver to the Lender the Parent's Projections in accord with Schedule 5.3(e) to the Credit Agreement on or prior to January 16, 2006. If the Borrowers fail to deliver to the Lender such Parent's Projections on or prior to January 16, 2006, then the Lender may pursue any and all remedies available to it under the Credit Agreement in connection with occurrence and continuance of the Event of Default arising under the Credit Agreement from the failure of the Borrowers to deliver to the Lender the Parent's Projections. The Borrowers and the Lender hereby agree that concurrent with delivery of the Parent's Projections, the Minimum EBITDA covenant contained in Section 6.16(a)(i) of the Credit Agreement shall be amended to such amounts as agreed to by the Borrowers and the Lender utilizing the Parent's Projections. In the event that the Borrowers and Lender fail to agree on such amended amounts for the Minimum EBITDA covenant, then the Minimum EBITDA covenant shall remain the same amounts as provided in Section 6.16(a)(i) of the Credit Agreement for the three-month period ending March 31, 2006, and for each calendar quarter thereafter. The Borrowers further agree that during the period commencing on the date hereof and continuing until the Minimum EBITDA covenant is conclusively determined in accordance with the terms hereof, the Borrowers shall maintain, during such period, an amount of Qualified Cash (as defined in the Credit Agreement) in an amount equal to not less than $4,000,000 (the "Qualified Cash Covenant"). If the Borrowers fail to maintain the Qualified Cash Covenant in accordance with the terms of this Limited Waiver, then the Lender may pursue any and all remedies available to it under the Credit Agreement in connection with occurrence and continuance of the Event of Default arising under the Credit Agreement (as modified by this Limited Waiver) from the failure of the Borrowers to maintain the Qualified Cash Covenant.

Limited Waivers. Subject to (a) Section 9.01(c) provides that the terms and conditions contained hereinBorrower will not, as of the Lender hereby waives the Borrowers' obligation to comply with last day of any fiscal quarter ending on or after March 31, 2016, permit its ratio of (i) the covenant contained in Section 6.16(a) (Minimum EBITDA) thereof solely for the period ended December 31, 2005 and consolidated current assets to (ii) consolidated current liabilities as of such day to be less than 1.0 to 1.0 (such financial covenant, the financial reporting covenant contained in Schedule 5.3(e) to the Credit Agreement (Parent's Projections) thereof solely for the period ended December 31, 2005 (the "Projections Waiver"“Current Ratio Covenant”). The Borrowers Borrower has informed the Administrative Agent and the Lenders that the Borrower does not expect to be in compliance with the Current Ratio Covenant as of the last day of the fiscal quarter ending June 30, 2016. Accordingly, the Borrower has requested that the Lenders waive, and the Lenders do hereby agree waive, the Borrower’s compliance with the Current Ratio Covenant as of the last day of the fiscal quarter ending June 30, 2016. (b) The Borrower has informed the Administrative Agent and the Lenders that the disposition of the Illinois Disposition Properties will result in an automatic reduction of the Borrowing Base then in effect pursuant to deliver Section 9.12(d) (the “Asset Disposition BB Reduction Requirement”). The Borrower has requested that the Lenders waive, and the Lenders do hereby waive, the Asset Disposition BB Reduction Requirement that would occur solely as a result of the disposition of the Illinois Disposition Properties; provided that, it is a condition to the Lender foregoing waiver that the Parent's Projections Illinois Disposition Properties are disposed of on or before the next Scheduled Redetermination Date; and provided further, for the avoidance of doubt, the foregoing waiver is only given for the Asset Disposition BB Reduction Requirement and this waiver shall in accord with Schedule 5.3(e) no event be construed to waive any other reductions to the Credit Agreement on or prior to January 16, 2006. If the Borrowers fail to deliver to the Lender such Parent's Projections on or prior to January 16, 2006, then the Lender may pursue any and all remedies available to it under the Credit Agreement in connection with occurrence and continuance of the Event of Default arising under the Credit Agreement from the failure of the Borrowers to deliver to the Lender the Parent's Projections. The Borrowers and the Lender hereby agree that concurrent with delivery of the Parent's Projections, the Minimum EBITDA covenant contained in Section 6.16(a)(i) of the Credit Agreement shall be amended to such amounts as agreed to by the Borrowers and the Lender utilizing the Parent's Projections. In the event that the Borrowers and Lender fail to agree on such amended amounts for the Minimum EBITDA covenant, then the Minimum EBITDA covenant shall remain the same amounts as provided in Section 6.16(a)(i) of the Credit Agreement for the three-month period ending March 31, 2006, and for each calendar quarter thereafter. The Borrowers further agree that during the period commencing on the date hereof and continuing until the Minimum EBITDA covenant is conclusively determined Borrowing Base made in accordance with the terms hereofand conditions of the Credit Agreement that are based on dispositions of any other Property or the Liquidation of any Swap Agreements (it being understood and agreed that a disposition of any other Property or the Liquidation of any Swap Agreements regulated by Section 2.07(f) or a disposition of Property regulated by Section 9.12(d) in each case on or prior to the next Scheduled Redetermination Date will result in a reduction of the Borrowing Base pursuant to Section 2.07(f) or Section 9.12(d), as the case may be, unless, in each case, the Borrowers shall maintainrequirements of such sections are otherwise waived in a separate written agreement in accordance with Section 12.02). Except as expressly waived herein, during such periodall covenants, an amount obligations and agreements of Qualified Cash (as defined the Obligors contained in the Credit Agreement) Agreement and the other Loan Documents shall remain in an amount equal to not less than $4,000,000 (the "Qualified Cash Covenant"). If the Borrowers fail to maintain the Qualified Cash Covenant full force and effect in accordance with their terms. Without limitation of the terms foregoing, the foregoing waivers are hereby granted to the extent and only to the extent specifically stated herein and for no other purpose and shall not be deemed to (a) be a consent or agreement to, or waiver or modification of, or amendment to, any other term or condition of this Limited Waiverthe Credit Agreement, then any other Loan Document or any of the Lender documents referred to therein, (b) except as expressly set forth herein, prejudice any right or rights which the Administrative Agent or the Lenders may pursue now have or may have in the future under or in connection with the Credit Agreement, any and all remedies available other Loan Document or any of the documents referred to it therein, or (c) constitute any course of dealing or other basis for altering any obligation of any Obligor or any right, privilege or remedy of the Administrative Agent or the Lenders under the Credit Agreement Agreement, the other Loan Documents, or any other contract or instrument. Granting the waivers set forth herein does not and should not be construed to be an assurance or promise that consents or waivers will be granted in connection with occurrence and continuance of the Event of Default arising under future, whether for the Credit Agreement (as modified by this Limited Waiver) from the failure of the Borrowers to maintain the Qualified Cash Covenant.matters herein stated or on other unrelated matters. LEGAL_US_W # 85608773.2

Limited Waivers. Subject to At the terms request of the Borrowers and conditions contained hereinthe Guarantors the Administrative Agent and the Lenders hereby waive on a temporary basis, expiring on the Termination Date, the Lender hereby waives following Specified Events of Defaults: (a) Any failure by the Borrowers' obligation Borrowers to comply with (i) the covenant contained in Section 6.16(a) (Minimum EBITDA) thereof solely for the period ended December 31, 2005 and (ii) the financial reporting covenant contained in Schedule 5.3(e) to the Credit Agreement (Parent's Projections) thereof solely for the period ended December 31, 2005 (the "Projections Waiver"). The Borrowers hereby agree to deliver to the Lender the Parent's Projections in accord with Schedule 5.3(e) to the Credit Agreement on or prior to January 16, 2006. If the Borrowers fail to deliver to the Lender such Parent's Projections on or prior to January 16, 2006, then the Lender may pursue any and all remedies available to it under the Credit Agreement in connection with occurrence and continuance of the Event of Default arising under the Credit Agreement from the failure of the Borrowers to deliver to the Lender the Parent's Projections. The Borrowers and the Lender hereby agree that concurrent with delivery of the Parent's Projections, the Minimum EBITDA covenant contained in Section 6.16(a)(i6.03(a) of the Credit Agreement requiring the Borrowers to provide prompt notice of the occurrence of any Default in regards to the Specified Events of Default, which events shall be amended include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to such amounts as agreed to the Specified Events of Default is hereby similarly waived). (b) Any failure by the Borrowers and the Lender utilizing the Parent's Projections. In the event that the Borrowers and Lender fail to agree on such amended amounts for the Minimum EBITDA covenant, then the Minimum EBITDA covenant shall remain the same amounts as provided in comply with Section 6.16(a)(i6.03(b) of the Credit Agreement requiring the Borrowers to provide prompt notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal of the Cenovus Services Agreement and the ▇▇▇▇▇▇ Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of the events set forth on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g) of the Credit Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any Default or Event of Default arising therefrom is waived. The Temporary Waiver in this Section 4 is effective only in respect of those Specified Events of Default, and except as expressly set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on the part of the Administrative Agent, or any Lender in exercising any power or right under the Credit Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No waiver or approval by the Administrative Agent or any Lender under this Agreement, the Credit Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to any subsequent transaction or any Default or Event of Default under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the threeSpecified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-month period ending March 31, 2006, and for each calendar quarter thereafter. The Borrowers further agree that during default interest at the period commencing on the date hereof and continuing until the Minimum EBITDA covenant is conclusively determined Default Rate in accordance with the terms hereof, the Borrowers shall maintain, during such period, an amount of Qualified Cash (as defined in the Credit Agreement) in an amount equal to not less than $4,000,000 (the "Qualified Cash Covenant"). If the Borrowers fail to maintain the Qualified Cash Covenant in accordance with the terms of this Limited Waiver, then the Lender may pursue any and all remedies available to it under the Credit Agreement in connection with occurrence and continuance of so notifies the Event of Default arising under the Credit Agreement (as modified by this Limited Waiver) from the failure of the Borrowers to maintain the Qualified Cash CovenantBorrowers.

Limited Waivers. Subject (a) Administrative Agent and the Lenders hereby waive any Default or Event of Default which may arise under Section 8(e)(iii) of the Credit Agreement prior to or on July 31, 2016 solely as a result of the Senior Notes Financial Deliveries Default (such Defaults or Events of Default, the “Senior Notes Cross Default”); provided, however, that no Event of Default under Section 8(e)(iii) as a result of the Indebtedness under the Senior Notes becoming due prior to its stated maturity, by acceleration or otherwise (a “Senior Notes Cross Acceleration Event”), is hereby waived, regardless of whether such Senior Notes Cross Acceleration Event occurs as a result of the Senior Notes Cross Default or otherwise. This is a limited waiver and shall not be deemed to constitute a waiver of any Default or Event of Default (other than the Senior Notes Cross Default) or any prior, current or future breach of the Credit Agreement or any of the other Loan Documents or any other requirements of any provision of the Credit Agreement or any other Loan Documents; provided further, that nothing herein shall constitute a waiver of any Default or Event of Default which may arise under Section 8(e)(iii) of the Credit Agreement after July 31, 2016 as a result of the Senior Notes Financial Deliveries Default. For the avoidance of doubt, other than in respect of a Senior Notes Cross Acceleration Event, it is understood and agreed that no Senior Notes Cross Default shall exist at any time as a result of the Senior Notes Financial Deliveries Default if, prior to or on July 31, 2016, the Borrower delivers to the terms and conditions contained herein, trustee under the Lender hereby waives the Borrowers' obligation to comply with Senior Notes Indenture (i) all financial information (including audited financial statements and a report on the covenant annual financial statements by the Borrower’s independent registered public accounting firm) that would be contained in Section 6.16(a) (Minimum EBITDA) thereof solely an annual report on Form 10-K filed with the SEC for the period fiscal year ended December 31, 2005 2015 as was required pursuant to Section 3.10(a)(1) of the Senior Notes Indenture and (ii) the all financial reporting covenant information that would be required to be contained in Schedule 5.3(e) to a quarterly report on Form 10-Q with the Credit Agreement (Parent's Projections) thereof solely SEC for the period ended December fiscal quarter ending March 31, 2005 2016 as was required pursuant to Section 3.10(a)(2) of the Senior Notes Indenture. (b) The Administrative Agent and the Lenders hereby waive through 11:59 pm (prevailing New York time) on July 31, 2016 (the "Projections Waiver"). The Borrowers hereby agree to deliver to the Lender the Parent's Projections in accord with Schedule 5.3(e“Extended Financial Delivery Time”) to any Default or Event of Default which has arisen or may arise under Section 8(d) of the Credit Agreement on or prior to January 16July 31, 2006. If the Borrowers fail 2016 solely as a result of Borrower’s failure to deliver (i) audited annual financial statements and related reports and certificates for the year ended December 31, 2015 pursuant to the Lender such Parent's Projections on or prior to January 16Section 6.1(a), 2006, then the Lender may pursue any 6.1(c) and all remedies available to it under the Credit Agreement in connection with occurrence and continuance of the Event of Default arising under the Credit Agreement from the failure of the Borrowers to deliver to the Lender the Parent's Projections. The Borrowers and the Lender hereby agree that concurrent with delivery of the Parent's Projections, the Minimum EBITDA covenant contained in Section 6.16(a)(i6.2(a) of the Credit Agreement shall be amended to such amounts as agreed to by (collectively, the Borrowers “Specified FY2015 Deliverables”) and (ii) quarterly financial statements and related reports and certificates (the Lender utilizing “Specified Q1 Deliverables” and together with the Parent's Projections. In Specified FY2015 Deliverables, the event that the Borrowers and Lender fail to agree on such amended amounts “Specified Deliverables”) for the Minimum EBITDA covenantquarter ended March 31, then the Minimum EBITDA covenant shall remain the same amounts as provided in 2016 pursuant to Section 6.16(a)(i6.1(b), 6.1(c) and 6.2(a) of the Credit Agreement for (collectively, the three-month period ending March 31, 2006, “Credit Agreement Financial Delivery Default” and for each calendar quarter thereafter. The Borrowers further agree that during the period commencing on the date hereof and continuing until the Minimum EBITDA covenant is conclusively determined in accordance together with the terms hereofSenior Notes Cross Default, the Borrowers shall maintain“Specified Defaults”) and, during such period, an amount of Qualified Cash (as defined in the Credit Agreement) in an amount equal event the Specified Deliverables are delivered on or prior to not less than $4,000,000 (the "Qualified Cash Covenant"). If the Borrowers fail to maintain the Qualified Cash Covenant in accordance with the terms Extended Financial Delivery Time, no Default or Event of this Limited Waiver, then the Lender may pursue any and all remedies available to it under Default shall exist or result from the Credit Agreement in connection with occurrence Financial Delivery Default. This is a limited waiver and continuance shall not be deemed to constitute a waiver of the any Default or Event of Default arising under (other than the Specified Defaults) or any prior, current or future breach of the Credit Agreement (as modified by this Limited Waiver) from the failure or any of the Borrowers other Loan Documents or any other requirements of any provision of the Credit Agreement or any other Loan Documents; provided further, that nothing herein shall constitute a waiver of the Credit Agreement Financial Delivery Default to maintain the Qualified Cash Covenantextent the Specified Deliverables are not furnished to the Administrative Agent (for further distribution to the Lenders) prior to the Extended Financial Delivery Time. For the avoidance of doubt, it is understood and agreed that, notwithstanding anything contained to the contrary in Section 8(d) of the Credit Agreement or in this Amendment, there shall be an immediate Event of Default if the Specified Deliverables are not delivered to the Administrative Agent prior to the Extended Financial Delivery Time.

Limited Waivers. (a) Subject to the terms and conditions contained hereinof this Limited Waiver, including, without limitation, compliance by the Borrower with each of the terms of Section 3 below, the Lender Required Lenders hereby waives the Borrowers' obligation to comply with (i) the covenant contained in Section 6.16(a) (Minimum EBITDA) thereof solely for the period ended December 31, 2005 and (ii) the financial reporting covenant contained in Schedule 5.3(e) agree to the Credit Agreement (Parent's Projections) thereof solely for the period ended December 31, 2005 (the "Projections Waiver"). The Borrowers hereby agree to deliver to the Lender the Parent's Projections in accord with Schedule 5.3(e) to Requested Waiver and waive compliance by the Credit Agreement on or prior to January 16, 2006. If the Borrowers fail to deliver to the Lender such Parent's Projections on or prior to January 16, 2006, then the Lender may pursue any and all remedies available to it under the Credit Agreement in connection Parties with occurrence and continuance of the Event of Default arising under the Credit Agreement from the failure of the Borrowers to deliver to the Lender the Parent's Projections. The Borrowers and the Lender hereby agree that concurrent with delivery of the Parent's Projections, the Minimum EBITDA covenant contained in Section 6.16(a)(i5.1(c) of the Credit Agreement shall be amended to such amounts as agreed to by the Borrowers and the Lender utilizing the Parent's Projections. In the event that the Borrowers and Lender fail to agree on such amended amounts for the Minimum EBITDA covenant, then the Minimum EBITDA covenant shall remain the same amounts as provided in Section 6.16(a)(i5.2(b) of the Credit Agreement for the three-month period fiscal quarter ending March 31on June 30, 20062014 only. This Limited Waiver (a) is limited and does not relate to (i) any other covenant or provision of the Credit Agreement or any other Credit Document, and for each calendar (ii) any period other than the fiscal quarter thereafter. The Borrowers ending on June 30, 2014, and (b) shall automatically terminate and be of no further agree that during force or effect if (i) there exists any other Default or Event of Default or (ii) the period commencing on the date hereof and continuing until the Minimum EBITDA covenant is conclusively determined in accordance Borrower fails to comply with any of the terms hereof, the Borrowers shall maintain, during such period, an amount of Qualified Cash Section 3 below. (as defined in the Credit Agreementb) in an amount equal Subject to not less than $4,000,000 (the "Qualified Cash Covenant"). If the Borrowers fail to maintain the Qualified Cash Covenant in accordance with the terms of this Limited Waiver, then including, without limitation, compliance by the Lender may pursue Borrower with each of the terms of Section 3 below, the Required Lenders hereby agree that any and all remedies available to it restatement by the Company of its financial statements for any Restatement Period shall not constitute a Default or an Event of Default under Article VII or any other provision of the Credit Agreement in connection with occurrence provided that within one Business Day after the public release or filing of such restated financial statements Borrower (x) delivers to the Administrative Agent a corrected compliance certificate for each such period, (y) re-determines the Applicable Percentage for the Revolving Loans and continuance Term Loans for such periods based upon the corrected compliance certificate, and (z) immediately pays to the Administrative Agent for the ratable benefit of the Lenders in immediately available Dollars, the aggregate amount of any additional interest and other fees that would have accrued if each of the financial statements delivered that included any portion of such Restatement Period had been correct when initially delivered. This Limited Waiver (a) is limited and does not relate to (i) any other covenant or provision of the Credit Agreement or any other Credit Document, and (ii) any period other than a Restatement Period, and (b) shall automatically terminate and be of no further force or effect if (i) there exists any other Default or Event of Default arising under or (ii) the Credit Agreement (as modified by this Limited Waiver) from the failure Borrower fails to comply with any of the Borrowers to maintain the Qualified Cash Covenantterms of Section 3 below.

Limited Waivers. Subject to (a) Administrative Agent and the terms and conditions contained herein, Lenders hereby waive during the Lender hereby waives the Borrowers' obligation to comply with Waiver Period (ias defined below) the covenant contained in Section 6.16(a) (Minimum EBITDA) thereof solely for the period ended December 31, 2005 and (ii) the financial reporting covenant contained in Schedule 5.3(e) to the Credit Agreement (Parent's Projections) thereof solely for the period ended December 31, 2005 (the "Projections Waiver"). The Borrowers hereby agree to deliver to the Lender the Parent's Projections in accord with Schedule 5.3(e) to the Credit Agreement on any Default or prior to January 16, 2006. If the Borrowers fail to deliver to the Lender such Parent's Projections on or prior to January 16, 2006, then the Lender may pursue any and all remedies available to it under the Credit Agreement in connection with occurrence and continuance of the Event of Default arising which may arise under the Credit Agreement from the failure of the Borrowers to deliver to the Lender the Parent's Projections. The Borrowers and the Lender hereby agree that concurrent with delivery of the Parent's Projections, the Minimum EBITDA covenant contained in Section 6.16(a)(i8(e)(iii) of the Credit Agreement solely as a result of the Senior Notes Financial Deliveries Default (such Defaults or Events of Default, the “Senior Notes Cross Default”); provided, however, that no Event of Default under Section 8(e)(iii) as a result of the Indebtedness under the Senior Notes becoming due prior to its stated maturity, by acceleration or otherwise (a “Senior Notes Cross Acceleration Event”), is hereby waived, regardless of whether such Senior Notes Cross Acceleration Event occurs as a result of the Senior Notes Cross Default or otherwise. This is a limited waiver and shall not be amended deemed to such amounts constitute a waiver of any Default or Event of Default (other than the Specified Defaults (as agreed to by defined below)) or any prior, current or future breach of the Borrowers Credit Agreement or any of the other Loan Documents or any other requirements of any provision of the Credit Agreement or any other Loan Documents. (b) The Administrative Agent and the Lender utilizing Lenders hereby waive during the Parent's Projections. In the event that the Borrowers and Lender fail to agree on such amended amounts for the Minimum EBITDA covenant, then the Minimum EBITDA covenant shall remain the same amounts Waiver Period (as provided in defined below) any Default or Event of Default which has arisen or may arise under Section 6.16(a)(i8(d) of the Credit Agreement as a result of Borrower’s failure to deliver (i) audited annual financial statements and related reports and certificates for the three-month period ending year ended December 31, 2015 without a “going concern” or like qualification as and when required pursuant to Section 6.1(a), 6.1(c) and 6.2(a) of the Credit Agreement (collectively, the “Specified FY2015 Deliverables”), (ii) quarterly financial statements and related reports and certificates (the “Specified Quarterly Deliverables”, together with the Specified FY2015 Deliverables, collectively, the “Credit Agreement Financial Delivery Defaults” and together with the Senior Notes Cross Default, the “Specified Defaults”) for the quarters ended March 31, 20062016 and June 30, 2016 pursuant to Sections 6.1(b), 6.1(c) and for each calendar quarter thereafter6.2(a) of the Credit Agreement. The Borrowers further agree that during This is a limited waiver and shall not be deemed to constitute a waiver of any Default or Event of Default (other than the Specified Defaults) or any prior, current or future breach of the Credit Agreement or any of the other Loan Documents or any other requirements of any provision of the Credit Agreement or any other Loan Documents. For the avoidance of doubt, it is understood and agreed that, notwithstanding anything contained to the contrary in Section 8(d) of the Credit Agreement or in this Waiver, there shall be an immediate Event of Default if the Specified Deliverables are not delivered to the Administrative Agent prior to the expiration of the Waiver Period. (c) As used herein, the term “Waiver Period” means the period commencing on the date hereof and continuing until the Minimum EBITDA covenant is conclusively determined in accordance with the terms hereof, the Borrowers shall maintain, during such period, an amount of Qualified Cash Amendment No. 2 Effective Date (as defined below) and ending at 11:59 p.m. (New York City time) on (i) September 10, 2016, with respect to the Specified Default (x) described in clause (i) of the Credit Agreementdefinition of Senior Notes Financial Deliveries Defaults and (y) in an amount equal to not less than $4,000,000 (the "Qualified Cash Covenant"). If the Borrowers fail to maintain the Qualified Cash Covenant in accordance with the terms of this Limited Waiver, then the Lender may pursue any and all remedies available to it under the Credit Agreement arising in connection with occurrence the Specified FY2015 Deliverables; and continuance (ii) September 30, 2016, with respect to the Specified Default (x) described in clause (ii) of the Event definition of Default Senior Notes Financial Deliveries Defaults and (y) arising under in connection with the Credit Agreement (as modified by this Limited Waiver) from the failure of the Borrowers to maintain the Qualified Cash CovenantSpecified Quarterly Deliverables.

Limited Waivers. Subject From and after the Amendment No. 1 Effective Date (as defined in Section 3 herein below): (a) The Required Revolving Lenders hereby agree that prior to the terms and conditions contained hereinWaiver Relief End Date, the Lender hereby waives the Borrowers' obligation to comply with (i) the covenant contained in Section 6.16(a) (Minimum EBITDA) thereof solely for the period ended December 31, 2005 and (ii) the financial reporting covenant contained in Schedule 5.3(e) to the Credit Agreement (Parent's Projections) thereof solely for the period ended December 31, 2005 (the "Projections Waiver"). The Borrowers hereby agree to deliver to the Lender the Parent's Projections in accord with Schedule 5.3(e) to the Credit Agreement on or prior to January 16, 2006. If the Borrowers fail to deliver to the Lender such Parent's Projections on or prior to January 16, 2006, then the Lender may pursue any and all remedies available to it under the Credit Agreement in connection with occurrence and continuance of the Event Events of Default arising under the Credit Agreement that may have resulted or may result from the failure of to meet the Borrowers to deliver to the Lender the Parent's Projections. The Borrowers and the Lender hereby agree that concurrent with delivery of the Parent's Projections, the Minimum EBITDA covenant contained condition in Section 6.16(a)(i4.02(c) of the Credit Agreement shall be amended or to such amounts comply with Section 7.10 of the Credit Agreement, in each case, as agreed of the end of any fiscal quarter on which the maximum Consolidated Net Leverage Ratio set forth in Section 7.10 of the Credit Agreement was or is required not to by have been exceeded are hereby waived; provided that if it is determined on or after the Borrowers and the Lender utilizing the Parent's Projections. In the event Waiver Relief End Date, that the Borrowers and Lender fail to agree on such amended amounts for the Minimum EBITDA covenant, then the Minimum EBITDA covenant shall remain the same amounts as provided condition in Section 6.16(a)(i4.02(c) of the Credit Agreement had not been satisfied at the time of a Credit Extension under the Revolving Credit Facility on or after the Applicable Quarter End Date or the covenant in Section 7.10 of the Credit Agreement had not been complied with on the Applicable Quarter End Date, an Event of Default shall be deemed to have occurred when the condition was required to have been met or when the covenant was required to have been complied with, as applicable, which Event of Default may be waived only pursuant to Section 11.01(f) of the Credit Agreement. (b) Each Revolving Lender that consents to this Amendment hereby agrees that any Defaults or Events of Default that may have resulted from under-paying any interest payments or Letter of Credit Fees based on the application of a lower Applicable Rate for Revolving Credit Loans, Swing Line Loans and/or Letters of Credit due to the threedelivery, prior to the Amendment No. 1 Effective Date, of untrue, incorrect or inaccurate financial statements (to the extent arising out of the Inaccurate Matters) are hereby waived. (c) The Required Lenders (and, as it relates to the covenant in Section 7.10 of the Credit Agreement and any condition set forth in Section 4.02 to any Credit Extension under the Revolving Credit Facility, the Required Revolving Lenders) hereby agree that the Defaults or Events of Default that have resulted from the following are hereby waived: (i) the failure (x) to deliver by the periods required by Sections 6.01(a), 6.01(b) and 6.02 of the Credit Agreement, the 2017 Quarterly Financials, 2017 Year-month period ending March 31End Financials, 20062018 Quarterly Financials, and for each calendar quarter thereafter. The Borrowers further agree that during the period commencing on the date hereof and continuing until the Minimum EBITDA covenant is conclusively determined Delayed Financials in accordance with GAAP or (y) of the terms hereof2017 Quarterly Financials, 2017 Year-End Financials or the Borrowers shall maintain2018 Quarterly Financials to be true, during such periodcorrect and accurate, an amount in each case, by reason of Qualified Cash the Inaccurate Matters; (as defined in the Credit Agreementii) in an amount equal to books and records not less than $4,000,000 (the "Qualified Cash Covenant"). If the Borrowers fail to maintain the Qualified Cash Covenant having been maintained in accordance with GAAP by reason of the terms Inaccurate Matters; (iii) certifications or representations and warranties made with respect to any financial statements or related information being untrue, incorrect or inaccurate (including any Compliance Certificates or Committed Loan Notices), which financial statements or related information was untrue, incorrect or inaccurate by reason of the Inaccurate Matters; (iv) certifications or representations and warranties made as to the absence of Defaults or Event of Defaults or accuracy of representations and warranties, which certifications or representations and warranties were untrue, incorrect or inaccurate by reason of the matters described in the other clauses of this Limited WaiverSection 1; (v) the breaches and defaults under Indebtedness of any Loan Party or any Restricted Subsidiary that arose out of the same or similar breaches or defaults described in the other clauses of this Section 1 (each, then a “Cross-Default”); and (vi) the Lender may pursue any and all remedies available failure to provide notice of the Defaults or Events of Default described in the other clauses of this Section 1 promptly following occurrence thereof. (d) The Required Lenders (and, as it under relates to the covenant in Section 7.10 of the Credit Agreement and any condition set forth in connection with occurrence Section 4.02 to any Credit Extension under the Revolving Credit Facility, the Required Revolving Lenders) hereby agree that the representations and continuance warranties and certifications made pursuant to the Loan Documents at any time on or prior to the Waiver Relief End Date shall not be deemed to be untrue, incorrect or inaccurate, to the extent they may be untrue, incorrect or inaccurate by reason of the Event Inaccurate Matters (solely with respect to the representations and warranties in Section 5.05(a) or (b) or Section 5.14) or matters described in the other clauses of Default arising under this Section 1. For purposes of this Amendment, the Credit Agreement (as modified by this Limited Waiver) from following terms have the failure of the Borrowers to maintain the Qualified Cash Covenant.meanings set forth below:

Limited Waivers. (a) Subject to the terms and conditions contained hereinof this Limited Waiver, including, without limitation, compliance by the Borrower with each of the terms of Section 3 below, the Lender Required Lenders hereby waives the Borrowers' obligation to comply with (i) the covenant contained in Section 6.16(a) (Minimum EBITDA) thereof solely for the period ended December 31, 2005 and (ii) the financial reporting covenant contained in Schedule 5.3(e) agree to the Credit Agreement (Parent's Projections) thereof solely for the period ended December 31, 2005 (the "Projections Waiver"). The Borrowers hereby agree to deliver to the Lender the Parent's Projections in accord with Schedule 5.3(e) to Requested Waiver and waive compliance by the Credit Agreement on or prior to January 16, 2006. If the Borrowers fail to deliver to the Lender such Parent's Projections on or prior to January 16, 2006, then the Lender may pursue any and all remedies available to it under the Credit Agreement in connection Parties with occurrence and continuance of the Event of Default arising under the Credit Agreement from the failure of the Borrowers to deliver to the Lender the Parent's Projections. The Borrowers and the Lender hereby agree that concurrent with delivery of the Parent's Projections, the Minimum EBITDA covenant contained in Section 6.16(a)(i5.1(c) of the Credit Agreement shall be amended to such amounts as agreed to by the Borrowers and the Lender utilizing the Parent's Projections. In the event that the Borrowers and Lender fail to agree on such amended amounts for the Minimum EBITDA covenant, then the Minimum EBITDA covenant shall remain the same amounts as provided in Section 6.16(a)(i5.2(b) of the Credit Agreement for the three-month period fiscal quarters ending March 31on June 30, 20062013 and September 30, 2013 only. This Limited Waiver (a) is limited and does not relate to (i) any other covenant or provision of the Credit Agreement or any other Credit Document, and for each calendar quarter thereafter. The Borrowers (ii) any period other than the fiscal quarters ending on June 30, 2013 and September 30, 2013, and (b) shall automatically terminate and be of no further agree that during force or effect if (i) there exists any other Default or Event of Default or (ii) the period commencing on the date hereof and continuing until the Minimum EBITDA covenant is conclusively determined in accordance Borrower fails to comply with any of the terms hereof, the Borrowers shall maintain, during such period, an amount of Qualified Cash Section 3 below. (as defined in the Credit Agreementb) in an amount equal Subject to not less than $4,000,000 (the "Qualified Cash Covenant"). If the Borrowers fail to maintain the Qualified Cash Covenant in accordance with the terms of this Limited Waiver, then including, without limitation, compliance by the Lender may pursue Borrower with each of the terms of Section 3 below, the Required Lenders hereby agree that the Company’s restatement of its financial statements for the Restatement Periods (as well as for any and all remedies available to it additional prior periods in the event additional periods are restated, but not for any period later than March 31, 2013) shall not constitute a Default or an Event of Default under Article VII or any other provision of the Credit Agreement in connection with occurrence provided that within one Business Day after the public release or filing of such restated financial statements Borrower (x) delivers to the Administrative Agent a corrected compliance certificate for each such period, (y) re-determines the Applicable Percentage for the Revolving Loans and continuance Term Loans for such periods based upon the corrected compliance certificate, and (z) immediately pays to the Administrative Agent for the ratable benefit of the Lenders in immediately available Dollars, the aggregate amount of any additional interest and other fees that would have accrued if each of the financial statements delivered that included any portion of the Restatement Period (or any period prior to the Restatement Period with respect to which the financial statements have been restated) been correct when initially delivered. This Limited Waiver (a) is limited and does not relate to (i) any other covenant or provision of the Credit Agreement or any other Credit Document, and (ii) any period other than the Restatement Periods (and any period prior to the Restatement Period with respect to which the financial statements have been restated), and (b) shall automatically terminate and be of no further force or effect if (i) there exists any other Default or Event of Default arising under or (ii) the Borrower fails to comply with any of the terms of Section 3 below. (c) Subject to the terms of this Limited Waiver, including, without limitation, compliance by the Borrower with each of the terms of Section 3 below, the Required Lenders hereby agree to waive the requirement in the calculation of the Fixed Charge Coverage Ratio to reduce EBITDA by Restricted Payments made during the period commencing April 1, 2013 and ending on the date hereof (the “RP Waiver Period”), but only to the extent that the aggregate amount of such Restricted Payments made during the RP Waiver Period do not exceed $40,000,000 (such two-fiscal quarter limited waiver of the reduction of EBITDA by Restricted Payments, the “Limited RP Exception”). Notwithstanding anything in Credit Agreement to the contrary, the Limited RP Exception will apply to any calculation made during the term of the Credit Agreement (as modified by this Limited Waiver) from the failure that includes all or any portion of the Borrowers RP Waiver Period. This Limited Waiver (a) is limited and does not relate to maintain (i) any other covenant or provision of the Qualified Cash CovenantCredit Agreement or any other Credit Document, and (ii) any period other than the RP Waiver Period, and (b) shall automatically terminate and be of no further force or effect if (i) there exists any other Default or Event of Default or (ii) the Borrower fails to comply with any of the terms of Section 3 below.

Limited Waivers. (a) Subject to the terms and conditions contained hereinof this Limited Waiver, including, without limitation, compliance by the Borrower with each of the terms of Section 3 below, the Lender Required Lenders hereby waives the Borrowers' obligation to comply with (i) the covenant contained in Section 6.16(a) (Minimum EBITDA) thereof solely for the period ended December 31, 2005 and (ii) the financial reporting covenant contained in Schedule 5.3(e) agree to the Credit Agreement (Parent's Projections) thereof solely for the period ended December 31, 2005 (the "Projections Waiver"). The Borrowers hereby agree to deliver to the Lender the Parent's Projections in accord with Schedule 5.3(e) to Requested Waiver and waive compliance by the Credit Agreement on or prior to January 16, 2006. If the Borrowers fail to deliver to the Lender such Parent's Projections on or prior to January 16, 2006, then the Lender may pursue any and all remedies available to it under the Credit Agreement in connection Parties with occurrence and continuance of the Event of Default arising under the Credit Agreement from the failure of the Borrowers to deliver to the Lender the Parent's Projections. The Borrowers and the Lender hereby agree that concurrent with delivery of the Parent's Projections, the Minimum EBITDA covenant contained in Section 6.16(a)(i5.1(c) of the Credit Agreement shall be amended to such amounts as agreed to by the Borrowers and the Lender utilizing the Parent's Projections. In the event that the Borrowers and Lender fail to agree on such amended amounts for the Minimum EBITDA covenant, then the Minimum EBITDA covenant shall remain the same amounts as provided in Section 6.16(a)(i5.2(b) of the Credit Agreement for the three-month period fiscal quarters ending March 31on June 30, 20062014 and September 30, 2014 only. This Limited Waiver (a) is limited and does not relate to (i) any other covenant or provision of the Credit Agreement or any other Credit Document, and for each calendar quarter thereafter. The Borrowers (ii) any period other than the fiscal quarters ending on June 30, 2014 and September 30, 2014, and (b) shall automatically terminate and be of no further agree that during force or effect if (i) there exists any other Default or Event of Default or (ii) the period commencing on the date hereof and continuing until the Minimum EBITDA covenant is conclusively determined in accordance Borrower fails to comply with any of the terms hereof, the Borrowers shall maintain, during such period, an amount of Qualified Cash Section 3 below. (as defined in the Credit Agreementb) in an amount equal Subject to not less than $4,000,000 (the "Qualified Cash Covenant"). If the Borrowers fail to maintain the Qualified Cash Covenant in accordance with the terms of this Limited Waiver, then including, without limitation, compliance by the Lender may pursue Borrower with each of the terms of Section 3 below, the Required Lenders hereby agree that any and all remedies available to it restatement by the Company of its financial statements for any Restatement Period shall not constitute a Default or an Event of Default under Article VII or any other provision of the Credit Agreement in connection with occurrence provided that within one Business Day after the public release or filing of such restated financial statements Borrower (x) delivers to the Administrative Agent a corrected compliance certificate for each such period, (y) re-determines the Applicable Percentage for the Revolving Loans and continuance Term Loans for such periods based upon the corrected compliance certificate, and (z) immediately pays to the Administrative Agent for the ratable benefit of the Lenders in immediately available Dollars, the aggregate amount of any additional interest and other fees that would have accrued if each of the financial statements delivered that included any portion of such Restatement Period had been correct when initially delivered. This Limited Waiver (a) is limited and does not relate to (i) any other covenant or provision of the Credit Agreement or any other Credit Document, and (ii) any period other than a Restatement Period, and (b) shall automatically terminate and be of no further force or effect if (i) there exists any other Default or Event of Default arising under or (ii) the Credit Agreement (as modified by this Limited Waiver) from the failure Borrower fails to comply with any of the Borrowers to maintain the Qualified Cash Covenantterms of Section 3 below.

Limited Waivers. (a) Subject to the terms and conditions contained hereinof this Limited Waiver, including, without limitation, compliance by the Borrower with each of the terms of Section 3 below, the Lender hereby waives the Borrowers' obligation to comply with (i) the covenant contained in Section 6.16(a) (Minimum EBITDA) thereof solely for the period ended December 31, 2005 and (ii) the financial reporting covenant contained in Schedule 5.3(e) to the Credit Agreement (Parent's Projections) thereof solely for the period ended December 31, 2005 (the "Projections Waiver"). The Borrowers Required Lenders hereby agree to deliver to the Lender the Parent's Projections in accord with Schedule 5.3(e) to Requested Waiver and waive compliance by the Credit Agreement on or prior to January 16, 2006. If the Borrowers fail to deliver to the Lender such Parent's Projections on or prior to January 16, 2006, then the Lender may pursue any and all remedies available to it under the Credit Agreement in connection Parties with occurrence and continuance of the Event of Default arising under the Credit Agreement from the failure of the Borrowers to deliver to the Lender the Parent's Projections. The Borrowers and the Lender hereby agree that concurrent with delivery of the Parent's Projections, the Minimum EBITDA covenant contained in Section 6.16(a)(i5.1(c) of the Credit Agreement shall be amended to such amounts as agreed to by the Borrowers and the Lender utilizing the Parent's Projections. In the event that the Borrowers and Lender fail to agree on such amended amounts for the Minimum EBITDA covenant, then the Minimum EBITDA covenant shall remain the same amounts as provided in Section 6.16(a)(i5.2(b) of the Credit Agreement for the three-month period fiscal quarters ending March 31on June 30, 20062014 and September 30, 2014 only. This Limited Waiver (a) is limited and does not relate to (i) any other covenant or provision of the Credit Agreement or any other Credit Document, and for each calendar quarter thereafter. The Borrowers (ii) any period other than the fiscal quarters ending on June 30, 2014 and September 30, 2014, and (b) shall automatically terminate and be of no further agree that during force or effect if (i) there exists any other Default or Event of Default or (ii) the period commencing on the date hereof and continuing until the Minimum EBITDA covenant is conclusively determined in accordance Borrower fails to comply with any of the terms hereof, the Borrowers shall maintain, during such period, an amount of Qualified Cash Section 3 below. (as defined in the Credit Agreementb) in an amount equal Subject to not less than $4,000,000 (the "Qualified Cash Covenant"). If the Borrowers fail to maintain the Qualified Cash Covenant in accordance with the terms of this Limited Waiver, then including, without limitation, compliance by the Lender may pursue Borrower with each of the terms of Section 3 below, the Required Lenders hereby agree that any and all remedies available to it restatement by the Company of its financial statements for any Restatement Period shall not constitute a Default or an Event of Default under Article VII or any other provision of the Credit Agreement in connection with occurrence provided that within one Business Day after the public release or filing of such restated financial statements Borrower (x) delivers to the Administrative Agent a corrected compliance certificate for each such period, (y) re-determines the Applicable Percentage for the Revolving Loans and continuance Term Loans for such periods based upon the corrected compliance certificate, and (z) immediately pays to the Administrative Agent for the ratable benefit of the Lenders in immediately available Dollars, the aggregate amount of any additional interest and other fees that would have accrued if each of the financial statements delivered that included any portion of such Restatement Period had been correct when initially delivered. This Limited Waiver (a) is limited and does not relate to (i) any other covenant or provision of the Credit Agreement or any other Credit Document, and (ii) any period other than a Restatement Period, and (b) shall automatically terminate and be of no further force or effect if (i) there exists any other Default or Event of Default arising under or (ii) the Credit Agreement (as modified by this Limited Waiver) from the failure Borrower fails to comply with any of the Borrowers to maintain the Qualified Cash Covenantterms of Section 3 below.

Limited Waivers. Subject 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 contained 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 Borrowers' obligation 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 (iSection 5.15(d) the covenant contained in Section 6.16(a) (Minimum EBITDA) thereof solely for the period ended fiscal quarter ending December 31, 2005 2017 and (ii) the financial reporting covenant contained in Schedule 5.3(e) shall not be deemed to the Credit Agreement (Parent's Projections) thereof solely for the period ended December 31, 2005 (the "Projections Waiver"). The Borrowers hereby agree to deliver 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 Parent's Projections in accord with Schedule 5.3(edate 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 Credit Agreement on or prior to January 16foregoing, 2006. If the Borrowers fail to deliver to Loan Party Obligors have requested that the Lender such Parent's Projections on or prior to January 16, 2006, then waive the Lender may pursue any and all remedies available to it under provisions of Section 5.23 that prohibit the Credit Agreement in connection with occurrence and continuance Parent from using proceeds of the Event of Default arising under the Credit Agreement from the failure Revolving Loan to finance a portion of the Borrowers to deliver to Aves Acquisition. Upon the Lender the Parent's Projections. The Borrowers and effectiveness of this First Amendment, the Lender hereby agree waives the provisions of Section 5.23, retroactive to March 5, 2018, that concurrent with delivery prohibit the Parent from using proceeds of the Parent's ProjectionsRevolving 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 Minimum EBITDA covenant contained 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 6.16(a)(i5.27(i) of the Credit Agreement 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 amended deemed to such amounts as agreed to constitute an agreement by the Borrowers and Lender to waive the Lender utilizing the Parent's Projections. In the event that the Borrowers and Lender fail to agree on such amended amounts for the Minimum EBITDA covenant, then the Minimum EBITDA covenant shall remain the same amounts as provided in provisions of Section 6.16(a)(i5.27(i) (or any other provision of the Credit Agreement for the three-month period ending March 31, 2006, and for each calendar quarter thereafter. The Borrowers further agree that during the period commencing on the date hereof and continuing until the Minimum EBITDA covenant is conclusively determined in accordance with the terms hereof, the Borrowers shall maintain, during such period, an amount of Qualified Cash (as defined in the Credit Agreement) in an amount equal to not less than $4,000,000 (the "Qualified Cash Covenant"). If the Borrowers fail to maintain the Qualified Cash Covenant in accordance with the terms of this Limited Waiver, then the Lender may pursue any and all remedies available to it under the Credit Agreement in connection with occurrence and continuance of the Event of Default arising under the Credit Agreement (as modified by this Limited Waiver) from the failure of the Borrowers to maintain the Qualified Cash Covenantfuture.