Closing Waiver. On the Limited Waiver Effective Date, subject to the satisfaction of the conditions precedent set forth in Section 5 herein and provided that there is no breach of any obligation by any of the Account Parties under this Agreement, the Administrative Agent and the Required Lenders hereby agree that consummation of the MTA Transactions shall not constitute a violation of Sections 6.01, 6.02, 6.03, and 6.04 of the Credit Agreement and shall not constitute a Default or Event of Default under clause (d) of Article VII of the Credit Agreement as a result of any potential violation of Sections 6.01, 6.02, 6.03, and 6.04 of the Credit Agreement and agree that neither the transfer of the shares of SCA held by XL as provided in the MTA nor the appointment of directors to the Board of SCA as provided in the MTA shall be a “Change in Control” for purposes of Article VII(k) of the Credit Agreement.
