Common use of Limited Waiver Clause in Contracts

Limited Waiver. Subject to the terms and conditions set forth in this Limited Waiver and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilege.

Limited Waiver. Subject The parties hereto hereby acknowledge and agree that pursuant to Section 7.10(a) of the terms and conditions set forth in this Limited Waiver Credit Agreement, the Borrower has agreed it would not permit its Asset Coverage Ratio to be less than 300%. The Borrower has informed the Administrative Agent and the Borrower’s Lenders that for the period of March 17, 2020 through and including March 20, 2020 (the "Specified Period") the Asset Coverage Ratio was less than 300% and as such the Borrower Affiliates’ acknowledgments and agreements set forth abovefailed to comply with the covenant contained in Section 7.10(a) of the Credit Agreement on each day during the Specified Period (the "March Coverage Ratio Default"). As a result of this noncompliance, and expressly conditioned upon the absence of any an Event of Default other than has occurred and is continuing under the Credit Agreement. As such, the Borrower has requested that the Administrative Agent and the Lenders waive, to the limited extent necessary to permit the above-referenced non-compliance, the March Coverage Ratio Default, but only to the extent to permit the above-referenced non-compliance for the DB3/ 203383675.2 Specified Period and only so long as after giving effect to this Fourth Amendment the Borrower complies with the terms of the Credit Agreement. Upon the effectiveness of this Amendment as described in Section 3 below, the Lenders and the Administrative Agent waive, to the limited extent necessary to permit the above-referenced non-compliance, the March Coverage Ratio Default, but only to the extent to permit the above-referenced non- compliance for the Specified Interest Payment DefaultPeriod and only so long as after giving effect to this Amendment, the Lender hereby (a) agrees that Borrower complies with the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy terms of the Lender with respect Credit Agreement. Nothing contained in this Section 2 shall extend to any other provisions of the Specified Interest Payment Default under the Loan Credit Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent Documents or to any amendmentmatters not expressly waived herein, waiver or modification be construed to imply a willingness on the part of the Administrative Agent and the Lenders to grant any similar or other future waivers of any term or condition of the Loan terms and conditions of the Credit Agreement and or the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilege.

Limited Waiver. Subject to The Lenders hereby waive (a) for the terms period commencing April 1, 2001 and conditions set forth in this Limited Waiver and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth aboveending on September 15, and expressly conditioned upon the absence of 2001, any Event of Default other than or Unmatured Event of Default arising solely as a result of the Specified Interest Payment DefaultBorrower's failure to meet, in the time frames provided therein, the Lender hereby requirements of Paragraphs 4, 9 and 12 of the Post Closing Agreement (aas amended by Amendment No. 1) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives for the Specified Interest Payment period commencing May 31, 2001 and ending on October 31, 2001, any Event of Default until 5:00 p.m. (Dallas time) on August 17or Unmatured Event of Default arising solely as a result of the Borrower's failure to meet, 2009. The waiver agreed to herein (i) is temporary only and, if in the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009time frame provided therein, the waiver shall terminate and, requirements of Section 7.11 of the Credit Agreement (as a result, amended by Amendment No. 1). Upon expiration of the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions clause (a) of the Loan Agreement preceding sentence without compliance by the Borrower with the requirements specified therein, such waiver shall be automatically revoked and the other Loan Documents requirements of the Post Closing Agreement (as amended by Amendment No. 1) waived thereby shall remain again be in full force with retroactive effect to the dates specified in the Post Closing Agreement (as amended by Amendment No. 1). Upon expiration of the waiver set forth in clause (b) of the second preceding sentence without compliance by the Borrower with the requirements specified therein, such waiver shall be automatically revoked and effectthe requirements of the Credit Agreement (as amended by Amendment No. 1) waived thereby shall again be in full force with retroactive effect to the date specified in the Credit Agreement (as amended by Amendment No. 1). In each case, (iii) following such expiration and noncompliance as described in the respective preceding sentences, the Administrative Agent and the Lenders shall not extend nor be deemed to extend to have all rights and remedies under the Post Closing Agreement, the Credit Agreement and any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder Document or otherwise exercise, that the Administrative Agent and no delay in providing the Lenders would have had if any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a such waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegehad never been granted.

Limited Waiver. Pursuant to Section 11.7(h) of the Agreement, a Servicer Event of Default shall occur if a default shall have occurred (regardless of whether or not such default has been waived or is continuing) with respect to any Debt in excess of $5,000,000 the obligator of which is Covenant Nevada and pursuant to Section 10.2(a) of the Agreement, an Amortization Event shall occur if a Servicer Event of Default shall occur. CVTI and Covenant Nevada hereby inform the Administrator of certain defaults under the Second Amended and Restated Credit Agreement, dated as of December 21, 2006, by and among Covenant Asset Management, Inc., Covenant Nevada, certain affiliates of the foregoing as guarantors, Bank of America, N.A., as administrative agent and certain lender parties thereto, which defaults (the "Revolving Credit Defaults") are described in that certain Amendment No. 2, Consent and Limited Waiver to Second Amended and Restated Credit Agreement dated as of June 30, 2008 (the "Revolving Credit Waiver"). CVTI and Covenant Nevada each agree that each of the Revolving Credit Defaults constitutes a Servicer Event of Default and an Amortization Event and CVTI and Covenant Nevada each hereby requests that Three Pillars and the Administrator each waive such Revolving Credit Defaults. Subject to the terms following, each of Three Pillars and conditions the Administrator hereby waives (a) each of the Servicer Events of Default and Amortization Events arising from the Revolving Credit Defaults described in Sections 3(a), (b), (d) and (e) of the Revolving Credit Waiver, subject, in the case of the Revolving Credit Defaults described in Section s3(d) and (e) of the Revolving Credit Waiver, to the satisfaction of each condition set forth in this Limited Waiver such Sections 3(d) and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the Lender hereby (ae) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives for the Specified Interest Payment Default until 5:00 p.m. (Dallas time) period beginning on June 30, 2008 and ending on August 1729, 2009. The waiver agreed to herein (i2008, any Servicer Events of Default and Amortization Events arising from the Revolving Credit Default described in Section 3(c) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Revolving Credit Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilege.

Limited Waiver. Subject The Borrower acknowledges the Financial Covenant Defaults that will result from the failure of the Credit Parties to be able to comply with the financial covenants contained in Section 7.2 of the Credit Agreement for the fiscal quarters ending September 30, 1999 and December 31, 1999. The Required Lenders hereby waive the Financial Covenant Defaults for the period from September 30, 1999 through January 31, 2000 (the "Waiver Period"), subject to the terms and conditions set forth herein. This limited waiver shall not modify or affect (a) the Credit Parties' obligation to comply with the terms of Section 7.2 of the Credit Agreement on and at all times after January 31, 2000, including without limitation the application of the financial covenants in this Limited Waiver Section 7.2 as measured as of September 30, 1999, December 31, 1999 and thereafter and (b) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the Borrower’s and other Credit Documents. Except for the Borrower Affiliates’ acknowledgments and agreements limited waiver set forth above, and expressly conditioned upon the absence nothing contained herein shall be deemed to constitute a waiver of any Event of Default rights or remedies the Administrative Agent or any Lender may have under the Credit Agreement or any other than the Specified Interest Payment Default, the Lender hereby (a) agrees Credit Document or under applicable law; it being understood that the interest payment otherwise due and payable by Borrower under the Loan Agreement Administrative Agent and the other Loan Documents on July 1, 2009, Lenders may not exercise their rights and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender remedies with respect to the Specified Interest Payment Financial Covenants Defaults during the Waiver Period as long as no other Default under or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the Loan Agreement or any duration of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, Waiver Period and shall not be deemed obligate the Lenders to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to waive any other Default or Event of Default that may Default, now exist existing or hereafter arise under arising. This is a one-time waiver, and the Loan Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Lenders further amend the Credit Agreement or any of the other Loan Documentsotherwise agree in writing to continue this waiver beyond January 31, (iv) shall not impair2000, restrict or limit any right or remedy of the Lender with respect to any other Default or an Event of Default that may now will exist or hereafter arise under the Loan Credit Agreement or any at the expiration of the other Loan DocumentsWaiver Period, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of thereafter the Borrower Group or any right, privilege or remedy of Administrative Agent and the Lender Lenders may pursue all rights and remedies available to them under the Loan Agreement or any of Credit Agreement, the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, Credit Documents and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegeapplicable law.

Limited Waiver. Subject The Administrative Agent and Lenders acknowledge receipt of materials provided by the Parent and distributed to the terms and conditions set forth in this Limited Waiver and Lenders on June 23, 2020 (the Borrower’s and “Specified Disclosure”). On the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment DefaultAmendment Effective Date, the Lender Required Lenders hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit waive any right or remedy of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Potential Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any Section 8.1.9 of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy Credit Agreement as a result of the Lender situation described in the Specified Disclosure (the “Potential Specified Default”) and agree not to enforce their rights and remedies under the Credit Agreement with respect to any Potential Specified Default so long as (i) no later than ninety (90) days after the Amendment Effective Date (or such later date as agreed by the Administrative Agent in its sole discretion), the Parent shall make senior management available for an update call with the Administrative Agent to provide a summary of the investigation results and description of subsequent actions taken, if any, in connection with the situation described in the Specified Disclosure and (ii) the information provided pursuant to the foregoing clause (i) is reasonably acceptable to the Administrative Agent, including, without limitation, that the situation described in the Specified Disclosure has not resulted in any material fines, penalties, or other Default similar material liabilities to the Borrowers or Event any of Default that may now exist their respective Subsidiaries. The waivers described in this Section 3 are limited to the specific covenants referenced and do not constitute a waiver of any other covenant or hereafter arise under provision of the Loan Credit Agreement or any of the other Loan DocumentsDocument, and (v) shall not constitute nor do such waivers indicate any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure agreement on the part of the Lenders to grant any Lender such waivers in the future. In all other respects, each of the Loan Parties shall be and remain in full compliance with the Credit Agreement and the foregoing waiver shall not extend to provide a notice hereunder or otherwise exercise, and no delay in providing prejudice any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise rights of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof the Administrative Agent or the exercise Lenders in respect of any other rightbreach, powerif any, remedy or privilegeby any Loan Party of any other provisions of the Credit Agreement.

Limited Waiver. Subject As of April 1, 2010, and until the date immediately prior to the terms and conditions date hereof, the aggregate outstanding principal amount of the Loan exceeded the Borrowing Base. In connection with the foregoing, Borrowers failed to comply with the provisions set forth in this Limited Waiver and Section 2.3(d) of the Borrower’s and Loan Agreement requiring Borrowers to promptly pay the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon amount of such excess to Agent together with interest accrued thereon (the absence of any “Specified Default”). The Specified Default constitutes an Event of Default other than under Section 8.1(a) of the Loan Agreement (the “Specified Event of Default”). As a result, Agent, Bahamian Collateral Agent and Lenders have the right to exercise any and all rights and remedies available to them at law or in equity, including, without limitation, the rights and remedies set forth in the Loan Agreement. Notwithstanding the foregoing, Agent and Lenders hereby agree to waive the Specified Interest Payment DefaultEvent of Default solely as it relates to Borrowers failing to comply with the provisions set forth in Section 2.3(d) of the Loan Agreement at any time between April 1, 2010 and the Lender date immediately prior to the date hereof. Borrowers are hereby notified that irrespective of (ai) agrees that the interest payment otherwise due any waivers or consents previously granted by Agent, Bahamian Collateral Agent and payable by Borrower under Lenders regarding the Loan Agreement and the any other Loan Documents on July 1Document, 2009(ii) any previous failures or delays of Agent, and previously waived until July 31Bahamian Collateral Agent and/or Lenders in exercising any right, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at power or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default privilege under the Loan Agreement or any of the other Loan DocumentsDocument, or (iiiii) is strictly limited to any previous failures or delays of Agent, Bahamian Collateral Agent and/or Lenders in the Specified Interest Payment Defaultmonitoring or in the requiring of compliance by Borrowers with the duties, shall not be deemed to be a consent to any amendmentobligations, waiver or modification and agreements of any term or condition of Borrowers in the Loan Agreement and the other Loan Documents, Borrowers will be expected to comply strictly with their duties, obligations and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of agreements under the Loan Agreement and the other Loan Documents shall remain Documents. Except as expressly set forth herein, nothing contained in full force and effect, (iii) shall not extend nor be deemed to extend to this Agreement or any other communication between Agent, Bahamian Collateral Agent and/or Lenders and the Borrowers shall be a waiver of any past, present or future violation, Default or Event of Default that may now exist or hereafter arise of Borrowers under the Loan Agreement or any other Loan Documents (including, without limitation, any continuation beyond the date hereof of any violations described above (it being understood that the continued existence of facts which as of the date hereof cease, by virtue of an amendment herein, to constitute violations, shall not be deemed to be such a continuation)). Similarly, Agent, Bahamian Collateral Agent and Lenders hereby expressly reserve any rights, privileges and remedies under the Loan Agreement and each Loan Document that Agent, Bahamian Collateral Agent and Lenders may have with respect to each violation, Default or Event of Default, and any failure by Agent, Bahamian Collateral Agent and/or Lenders to exercise any right, privilege or remedy as a result of the violations set forth above shall not directly or indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the rights of Agent, Bahamian Collateral Agent and/or Lenders, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Loan Agreement or any other Loan Documents, (ivii) shall not impair, restrict amend or limit alter any right or remedy provision of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan DocumentsDocuments or any other contract or instrument, and or (viii) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group Borrowers or any rightrights, privilege or remedy of the Lender Agent, Bahamian Collateral Agent, and/or Lenders under the Loan Agreement or any other Loan Documents or any other contract or instrument. Nothing in this Agreement shall be construed to be a consent by Agent, Bahamian Collateral Agent, and/or Lenders to any prior, existing or future violations of the Loan Agreement or any other Loan Documents. No failure on Document (including, without limitation, any continuation beyond the part date hereof of any Lender violations described above (it being understood that the continued existence of facts which as of the date hereof cease, by virtue of an amendment herein, to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiverconstitute violations, shall operate as not be deemed to be such a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegecontinuation)).

Limited Waiver. Subject to the terms and satisfaction or waiver in writing of each of the conditions precedent set forth in this Limited Waiver Section 2 below and in reliance upon the Borrower’s and the Borrower Affiliates’ acknowledgments representations, warranties, covenants and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Defaultcontained in this Waiver, the Lender undersigned Lenders, comprising the Required Lenders, hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents waive on July 1a one-time basis, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender solely with respect to the Specified Interest Payment Default ESG Determination Date, the requirement under the Loan second sentence of Section 4.17(e) of the Credit Agreement that the Parent attach to the ESG Certificate a review report of the Sustainability Assurance Provider satisfying the applicable Sustainability Reporting and Validation Standards (the “Waived ESG Review Report”). Nothing contained in this Waiver shall be deemed a consent to, or waiver of, any other action or inaction of the Borrower or the Parent that constitutes (or would constitute) a violation of or a departure from any provision of the Credit Agreement or any of the other Loan DocumentsDocument, or which constitutes (iior would constitute) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist Default. The waiver described in this Section 1 is a one-time waiver applicable solely to the Specified ESG Determination Date and the Waived ESG Review Report Neither the Lenders nor the Administrative Agent shall be obligated to grant any other future waivers, consents or hereafter arise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender amendments with respect to any other Default or Event provision of Default that may now exist or hereafter arise under the Loan Credit Agreement or of any of the other Loan DocumentsDocument. The Borrower hereby acknowledges and agrees that, and (v) shall not constitute any other than the waiver expressly provided for in this Section 1, no course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, exercising any right, powerpower or remedy conferred on the Administrative Agent or any Lender in the Credit Agreement or in any other Loan Document or now or hereafter existing at law, remedy in equity, by statute or privilege under this Limited Waiver, otherwise shall operate as a waiver thereof, nor shall of or otherwise prejudice any single or partial exercise of any such right, powerpower or remedy. Without limiting the foregoing, remedy or privilege under this Limited Waiver preclude any ESG Certificate that is timely delivered with respect to the Specified ESG Determination Date in accordance with the other or further exercise thereof or applicable provisions of the exercise Credit Agreement shall be deemed to satisfy Section 4.17(e) of any other rightthe Credit Agreement notwithstanding that such ESG Certificate does not include the Waived ESG Review Report so long as such ESG Certificate (i) includes a sustainability report as required by the first sentence of Section 4.17(e) of the Credit Agreement and (ii) satisfies the requirements set forth in Section 4.17(a) of the Credit Agreement. For the avoidance of doubt, powerthe undersigned Lenders hereby agree that the 2023 sustainability report of Phillips 00, remedy or privilegexxxch shall include data to calculate the TRIR Among Peers and GHG Intensity (YoY Change) of the Parent, shall satisfy the requirement for the sustainability report described in Section 4.17(e) of the Credit Agreement and referenced in clause (i) immediately above for the Specified ESG Determination Date.

Limited Waiver. a. Subject to and effective upon the terms due execution and delivery by the Company and each of the Subordinated Buyers of the Intercreditor Agreement Amendment, and subject to the conditions set forth in this Limited Waiver Section 3(b) hereof, each of the Buyers, severally and not jointly, hereby waives any and all violations or breaches of the April Notes (as amended hereby) and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth aboveBridge Notes (as amended hereby), respectively, and expressly conditioned upon any of the absence other Transaction Documents (as defined in each of the Purchase Agreements, collectively, the “Buyer Transaction Documents”), as applicable, and any Event of Default other than (as defined in each of the Specified Interest Payment DefaultNotes), solely to the extent that any such violation, breach or Event of Default is the direct result of the Company’s and the Subsidiaries’ issuance of the Subordinated Securities, and entering into, and carrying out their respective obligations under, the Lender hereby Subordinated Purchase Agreement, the Subordinated Securities, the Mortgage Amendments (aas defined in the Subordinated Purchase Agreement) agrees that and the interest payment otherwise due Subsidiary Guaranty (as defined in the Subordinated Purchase Agreement) (the Mortgage Amendments and payable by Borrower under the Loan Subsidiary Guaranty, each in the form attached hereto as Exhibit E, without amendment or other modification, together with the Subordinated Purchase Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009Subordinated Securities, the “Subordinated Transaction Documents”); provided, however, that upon any amendment, restatement or other modification of, supplement to, or waiver shall terminate and, as a resultby any party of any of the conditions or obligations of any of the Subordinated Buyers set forth in, the waiver shall no longer be valid and shall not impairSubordinated Purchase Agreement, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement Subordinated Securities or any of the other Loan Subordinated Transaction Documents, (ii) is strictly limited to without the Specified Interest Payment Default, shall not be deemed to be a prior written consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and Buyers, the other Loan Documents, and except as expressly limited waiver set forth in this Limited Waiver, all the other terms, provisions Section 3(a) shall be null and conditions void and of the Loan Agreement and the other Loan Documents shall remain in full no further force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under effect as if the Loan Agreement or any of Buyers had never granted the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay limited waiver set forth in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegeSection 3(a).

Limited Waiver. Subject to the terms and conditions set forth in this Limited Waiver and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, and August 17, 2009 shall be waived until August 1731, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 1731, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 1731, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilege.

Limited Waiver. Subject 2.01 The undersigned Lenders (representing at least the Required Lenders) hereby waive (subject to the terms and conditions hereof), for the Limited Waiver Period only, the Specified Events of Default (the waiver granted in this sentence is referred to below as the “Limited Waiver”). (For the avoidance of doubt, the Required Lenders shall not have the right to impose during the Limited Waiver Period the additional 2% default rate(s) under Sections 4.1 or 5.2(a) of the Credit Agreement by reason of the Specified Events of Default but shall have the right to do so upon the occurrence and during the continuance of any other Event of Default.) The Limited Waiver is limited solely to the Specified Events of Default and shall not apply to any other Events of Default and is also limited solely to the Limited Waiver Period and shall not extend to any period beyond the Limited Waiver Period. Without limiting the generality of the immediately preceding sentence, the Borrowers (and other Credit Parties) hereby acknowledge and agree that (i) the Limited Waiver does not apply to any breach of Sections 11.14.1 or 11.14.3 of the Credit Agreement other than the breach of Section 11.14.1 for the Computation Period ending March 31, 2009 and the breach of Section 11.4.3 as of the last day of the Computation Period ending March 31, 2009 and (ii) after the Limited Waiver Period, the Specified Events of Default shall (unless otherwise hereafter waived in writing by the Required Lenders (it being understood and agreed that any such waiver would be at the sole and absolute discretion of the Required Lenders and no Lender has any obligation to grant such waiver)) exist and be continuing Events of Default for all purposes and the Lenders and the Administrative Agent shall have the right at any time (including immediately) to exercise any or all of their respective rights and remedies under the Loan Documents and under applicable law with respect to the Specified Events of Default including without limitation the right to impose the default rates under Section 4.1 or 5.2(a) of the Credit Agreement, accelerate any or all the Loans or other Obligations, refuse to make any additional Revolving Loans or to issue any additional Letters of Credit, terminate the Commitments and/or realize on the Collateral. Each of the Borrowers and the other Credit Parties hereby consents to, and acknowledges the availability of, each and every right and remedy set forth in this Limited Waiver and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment DefaultCredit Agreement, the Lender hereby (a) agrees that the interest payment otherwise due Guaranty and payable by Borrower under the Loan Collateral Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event Events of Default that may now exist or hereafter arise under after the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegePeriod.

Limited Waiver. Subject to the terms By execution and conditions set forth in delivery of this Limited Waiver and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth aboveAgreement, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy each of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or Lenders hereby temporarily waives any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise arising under Section 7(g) to the Loan Agreement or any of extent, and solely to the other Loan Documentsextent, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other such Default or Event of Default is caused by a Specified Financial Statement Reporting Default. Each Lender also agrees that may now exist if (a) Holdings delivers its Form 10-Q for the fiscal quarter ended on or hereafter arise about June 28, 2013 to each of the trustees under each such indenture prior to the Loan Agreement expiration of the sixty day grace period set forth therein (or prior to the expiration of any extended grace period or temporary waiver of a Specified Financial Reporting Default provided for in any Indenture Waiver), and such delivery is effective to cure the “Defaults” and “Events of Default” under and as defined in the applicable indentures caused by Holdings’s failure to deliver its quarterly financial statements on Form 10-Q in a timely manner, or (b) Holdings obtains Indenture Waivers under each of the Convertible Senior Note Indenture, the Senior Unsecured Note Indenture or the Subordinated Convertible Note Indenture that permanently waive the Specified Financial Reporting Defaults under each such indenture, the corresponding Default and Event of Default under Section 7(g) shall also be deemed cured. The foregoing temporary waiver shall automatically expire without any further action by any Person on the earliest of (x) October 28, 2013 unless (i) previously cured by Holdings on or prior to such date or (ii) Holdings has received, with respect to each such indenture, Indenture Waivers that either (A) extend the grace periods provided for in the indentures or (B) temporarily waive the Specified Financial Reporting Defaults, in which case this temporary waiver shall be extended until the earliest expiration date of any such grace period or temporary waiver provided for in such Indenture Waivers, (y) the commencement of any enforcement action, including any acceleration of the notes, under any such indenture and (z) the occurrence of any other “Default” or “Event of Default” under any of the other Loan DocumentsConvertible Senior Note Indenture, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof Senior Unsecured Note Indenture or the exercise of any other right, power, remedy or privilegeSubordinated Convertible Note Indenture.

Limited Waiver. Subject to the terms and conditions set forth in this Limited Waiver and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived shall be deferred until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17July 31, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived deferred by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17July 31, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, in each instance as amended hereby, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilege.

Limited Waiver. Subject to the terms and satisfaction of the conditions set forth in Section 2.1 of this Limited Waiver Agreement, and in reliance upon the representations and warranties of each Loan Party made herein, the Administrative Agent and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the Lender Required Lenders hereby (a) agrees that agree to the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 Financial Reporting Waivers and (b) waives waive any existing Event of Default arising as a result of the Specified Interest Payment Default until 5:00 p.m. failure to deliver the annual projections for fiscal year 2024 required pursuant to Section 7.01(d) prior to the date hereof (Dallas timethe waivers under (a) on August 17and (b), 2009collectively, the “Waiver”). The waiver agreed parties hereto acknowledge and agree that failure to herein deliver any of the financial or other information under clauses (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. through (Dallas timeiv) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to definition of “Financial Reporting Waivers” by no later than the Specified Interest Payment applicable extended due date set forth therein shall constitute an immediate Event of Default under the Credit Agreement. Section 1.2 Credit Extensions during Waiver Period; Limitation of Outstandings. The Loan Agreement Parties hereby agree that, notwithstanding the term of Section 2.02, 2.03, 2.04, 3.02, 5.02 or any other provision of the other Loan DocumentsCredit Agreement, for the period from (iia) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition Effective Date until (b) the date that all of the Loan Agreement reporting and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions inspection matters constituting part of the Loan Agreement Financial Reporting Waivers shall have been complied with and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or no Event of Default shall exist (the “Waiver Period”), no Borrowing Base Certificate other than the September 30, 2023 Borrowing Base Certificate will be required in connection with any request for a Credit Extension, or for the continuation or conversion of any Borrowing, provided that may now exist or hereafter arise under after giving effect to such Credit Extension, the Outstanding Amount of all Credit Extensions shall not exceed $50,000,000. For avoidance of doubt, during the Waiver Period the Borrowing Base and the Loan Agreement or any of Cap shall be determined with reference to the other Loan DocumentsSeptember 30, (iv) shall not impair2023 Borrowing Base Certificate, restrict or limit any right or remedy of notwithstanding anything to the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under contrary contained in the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan DocumentsCredit Agreement. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilege.Section 1.3

Limited Waiver. Borrowers have advised Agent and Lenders that certain Events of Default have occurred and are continuing pursuant to Section 9.01(b) of the Credit Agreement, as a result of the Loan Parties’ failure to meet the minimum Consolidated EBITDA covenant set forth in Section 8.12(c) of the Credit Agreement and the Leverage Ratio covenant set forth in Section 8.12(e) of the Credit Agreement, in each case, for the Fiscal Quarter ended December 31, 2015 (each a “Specified Financial Covenant Default” and, collectively, the “Specified Financial Covenant Defaults”). The Loan Parties have requested, among other things, that Agent and Lenders waive the Specified Financial Covenant Defaults and the following Defaults and Events of Default resulting directly from the occurrence of any Specified Financial Covenant Default (including each Specified Financial Covenant Default, each a “Specified Default” and, collectively, the “Specified Defaults”): (a) that certain Event of Default under Section 9.01(e) of the Credit Agreement resulting from the Loan Parties’ failure to meet the minimum Consolidated EBITDA covenant set forth in Section 8.12(c) of the First Lien Credit Agreement and the Leverage Ratio covenant set forth in Section 8.12(e) of the First Credit Agreement, in each case, for the Fiscal Quarter ended December 31, 2015 (each a “First Lien Specified Financial Covenant Default”) and any other Default or Event of Default (each as defined under the First Lien Credit Agreement) under the First Lien Credit Agreement resulting directly from the occurrence of any other Specified Default, (b) any Event of Default under Section 9.01(k) of the Credit Agreement, if applicable, resulting directly from the occurrence of any other Specified Default, and (c) any Event of Default under Section 9.01(b) under the Credit Agreement arising from any failure to promptly notify the Agent of the occurrence of (i) any Default under the Credit Agreement with respect to any Specified Default pursuant to Section 7.03(a) of the Credit Agreement and (ii) any Default or Event of Default (each as defined under the First Lien Credit Agreement) under the First Lien Credit Agreement due to the occurrence of any First Lien Specified Financial Covenant Default or any other Default or Event of Default under the First Lien Credit Agreement resulting directly from the occurrence of any of the Specified Defaults pursuant to Section 7.03(b) of the Credit Agreement. Subject to the satisfaction of the conditions set forth herein, Agent and Lenders are willing to accommodate such request, on the terms set forth herein. Notwithstanding anything to the contrary contained in the Credit Agreement, and subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Loan Parties set forth in this Limited Waiver herein, Agent and Lenders party hereto hereby waive the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements Specified Defaults and, except as expressly set forth aboveherein, and expressly conditioned upon the absence of their right to take any Event of Default other than the Specified Interest Payment Default, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower action under the Loan Credit Agreement and or the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives that they may otherwise have had as a result of the occurrence of any of the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17Defaults. This is a limited, 2009. The one-time waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict be deemed to: (a) constitute a waiver of any other Event of Default or limit any right or remedy other breach of the Lender with respect to the Specified Interest Payment Default under the Loan Credit Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Defaultwhether now existing or hereafter arising, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiverherein with respect to the Specified Defaults, (b) constitute a waiver of any right or remedy of Agent or any of Lenders under the Loan Documents which does not arise as a result of any Specified Default (all such rights and remedies being expressly reserved by Agent and Lenders) or (c) establish a custom or course of dealing or conduct between Agent and Lenders, on the one hand, and Borrowers or any other Loan Party on the other termshand. Except to the extent otherwise provided herein, provisions and conditions of the Loan Credit Agreement and each of the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender effect in accordance with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegetheir respective terms.

Limited Waiver. Subject In reliance upon the representations, warranties, covenants and agreements contained in this Ninth Amendment, the receipt and sufficiency of which are hereby acknowledged and confessed, and subject to the terms satisfaction of the conditions precedent in Section 4 hereof, the Required Banks party hereto hereby waive the Specified Defaults and conditions any breach resulting therefrom that has occurred prior to the date hereof; provided that such waiver is limited to those Specified Distributions and Redemptions that would have been permitted under the Credit Agreement at the time each such Distribution and each such Redemption was made, had the amendments set forth in Section 2 hereof been effective as of the Eighth Amendment Effective Date. The limited waiver provided in this Limited Waiver Section 3 shall apply solely with regard to any breach arising solely from the Specified Defaults, and nothing contained in this Ninth Amendment shall be deemed a consent to, or waiver of, any other action or inaction of Borrower or any other Credit Party that constitutes (or would constitute) a violation of, or a departure from, any provision of the Credit Agreement or any other Loan Paper, or which constitutes (or would constitute) a Default or Event of Default. The limited waiver described in this Section 3 is a one-time waiver limited to the Specified Defaults. The Administrative Agent and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth aboveRequired Banks shall have no obligation to grant any future waivers, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at consents or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender amendments with respect to the Specified Interest Payment Default under the Loan Credit Agreement or any of Loan Paper. Other than the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth provided for in this Limited WaiverSection 3, all the other terms, provisions Xxxxxxxx hereby agrees and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default acknowledges that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any no course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, exercising any right, powerpower or remedy conferred on the Administrative Agent or any Bank in the Credit Agreement or in any other Loan Paper or now or hereafter existing at law, remedy in equity, by statute or privilege under this Limited Waiver, otherwise shall operate as a waiver thereof, nor shall of or otherwise prejudice any single or partial exercise of any such right, power, remedy power or privilege under this Limited Waiver preclude any other remedy. Any further waivers or further exercise thereof or consents must be specifically agreed to in writing in accordance with Section 14.2 of the exercise of any other right, power, remedy or privilegeCredit Agreement.

Limited Waiver. Subject The Obligors have requested that Agent and Lenders waive the provisions of Section 10.1.9(a) of the Loan Agreement that would require the Subsidiaries to be acquired by means of the Westfalia Acquisition that are organized, incorporated, or formed in a Permitted Jurisdiction to satisfy each applicable Collateral and Guarantee Requirement to the extent required by such Section 10.1.9(a). The Obligors hereby represent and warrant to the Agent and the Lenders that Schedule 1 to this Amendment sets forth the name of, and the ownership interest of the Parent Borrower in, each Subsidiary of the Parent Borrower and identifies each Subsidiary that is an Obligor, in each case as of the date of this Amendment after giving effect to the Westfalia Acquisition. The Agent and the Lenders hereby waive the provisions of Section 10.1.9(a) of the Loan Agreement that would require the Subsidiaries to be acquired by means of the Westfalia Acquisition that are organized, incorporated, or formed in a Permitted Jurisdiction to satisfy each applicable Collateral and Guarantee Requirement to the extent required by such Section 10.1.9(a) (the “Waiver”). Such Waiver is conditioned upon the terms and conditions set forth in this Limited Waiver and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009Amendment, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to limited precisely as described herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy relate solely to the Subsidiaries to be acquired by means of the Lender with respect to Westfalia Acquisition. Agent and Lenders expressly do not waive the Specified Interest Payment Default under notice requirements of Section 10.1.9(a) concerning the Loan Agreement formation or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification acquisition of any term or condition of the Loan Agreement and the other Loan Documents, and except Subsidiary at any time. Other than as expressly set forth in this Limited WaiverArticle II, all nothing in this Amendment shall be construed to (i) constitute a waiver of compliance or default by the other terms, provisions and conditions of Borrowers with respect to the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default instance or Event of Default that may now exist any other instrument or hereafter arise under agreement referred to in the Loan Agreement Documents; or any of the other Loan Documents, (ivii) shall not impair, restrict or limit prejudice any right or remedy of that the Agent or any Lender may now have or may have in the future under or in connection with respect to any Loan Document or any other Default instrument or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender agreement referred to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegetherein.

Limited Waiver. Subject to The Banks agree that, with effect from the terms Seventh Amendment Closing Date, the Banks waive those Defaults and conditions set forth in this Limited Waiver and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, Events of Default actually existing and expressly conditioned upon set out in APPENDIX M hereto. For the absence removal of any Event of Default other than the Specified Interest Payment Defaultdoubt, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The aforegoing waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be interpreted in any event as a consent to any amendment, waiver or modification by the Banks of any term representation, warranty or condition obligation (including under clause 16.29) of the Loan Agreement and Borrower included in the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions Finance Documents or of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under not expressly set out in Appendix M or, for the Loan Agreement or removal of doubt, of any of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist occurring after the date of signature of this Seventh Amendment. The aforegoing waiver shall not apply in the event of any change or hereafter arise under development occurring after the Loan Agreement date of signature of this Seventh Amendment in the circumstances described in said Appendix M (including in the event any "Default" included in Appendix M becomes an "Event of Default"), other than a change or development occurring after the date of signature of this Seventh Amendment, which does not have any adverse effect on the interests of the Banks. The Banks further agree that they shall not, during the period commencing from the date hereof and ending 40 (forty) days after the date hereof, or, subject to the preceding sentence of this section 6, if earlier, ending on the Seventh Amendment Closing Date, exercise any rights they may have under clause 17.21 as a result of the Defaults and Events of Default actually existing and expressly set out in Appendix M, as aforesaid. The aforegoing shall not apply in the event of any change or development occurring after the date of signature of this Seventh Amendment in the circumstances described in said Appendix M (including in the event any "Default" included in Appendix M becomes an "Event of Default"), other Loan Documentsthan a change or development occurring after the date of signature of this Seventh Amendment, which does not have any adverse effect on the interests of the Banks. For the avoidance of doubt, in the event the conditions precedent referred to in section 3.1 above are not fulfilled within such 40 (forty) day period, then the Banks shall be entitled to exercise any rights they have under clause 17.21 as a result of such Defaults or Events of Default, as aforesaid, and (v) the provisions of this section 6 shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any rightneither constitute, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercisenor be construed, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereofof such Defaults or Events of Default or of any rights the Banks may have against the Borrower in connection therewith. For the avoidance of doubt, although the Banks are waiving the fact that a total of approximately $95,506,000 (ninety five million five hundred and six thousand United States Dollars) in Investment Centre Fab 2 Grants that were to be made to the Borrower by October 31, 2003 in accordance with the previous Business Plan and Forecast were not made on schedule, the Banks are not waiving the receipt of these grants in the future in accordance with the new Business Plan and Forecast attached hereto. Accordingly, even though the Borrower has informed the Banks that it neither expects to complete its investment program by 2005 as required by the certificate of approval regarding, nor shall expects to achieve the levels of revenues and employees that it forecasted to the Investment Centre in connection with, Investment Centre Fab 2 Grants, failure by the Borrower in the future to actually receive Investment Centre Fab 2 Grants in accordance with the new Business Plan and Forecast or any single or partial exercise actual breach by the Borrower of any rightmaterial condition of such approvals or cancellation or reduction of such Investment Centre Fab 2 Grants or any part thereof (save to the extent that such Investment Centre Fab 2 Grants may be, powerand are in fact, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof replaced by Paid-in Equity pursuant to and subject to the conditions set out in clause 16.27) or the exercise Investment Centre informing the Borrower that it is not continuing its funding of the Project, shall be considered an Event of Default and nothing herein shall be deemed to constitute a waiver in advance of such Default. The aforegoing shall apply, mutatis mutandis, to any other right, power, remedy waiver arising from any Waiver Notice or privilegeany Additional Waiver Notice.

Limited Waiver. Subject in all respects to the terms and conditions set forth in this Limited Waiver and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement section 1 and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions terms and conditions of this Waiver, the Loan Agreement Issuing Bank and the other Loan Documents shall remain Consenting Lenders hereby waive the Specified Defaults; provided that (A) if Note Obligor does not pay, or cause to be paid, within the 30-day grace period provided for such payment in full force and effectthe Subject Notes, the October Interest Payment, (iiiB) shall not extend nor if the failure to make such October 2016 Interest Payment causes, or permits the holders of the Subject Notes (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Subject Notes to become due or to be deemed repurchased, prepaid, defeased or redeemed (automatically or otherwise), or require an offer to extend repurchase, prepay, defease, or redeem such Subject Notes is made, prior to their stated maturity, (C) if any other Default or Event of Default that may now exist or hereafter arise under (other than the Loan Agreement or any Specified Defaults) exists and is continuing as of the other Loan Documents, (iv) shall not impair, restrict or limit date hereof and/or any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist (other than the Specified Defaults and any Default or hereafter arise under the Loan Agreement or any Event of Default arising directly as a result of the other Loan Documentsfailure of the representations and warranties in Section 7.04(b)(i), Section 7.07(b), Section 7.07(c) and Section 7.22 of the Credit Agreement to be correct when made or deemed made, on or after the date hereof and before the expiration of such 30-day grace period, solely as result of the existence of the Specified Defaults) occurs on or after the date hereof and prior to, or concurrently with, the payment of the October 2016 Interest Payment within such 30-day grace period or (vD) the Borrower fails to (x) make the October/November 2016 Deficiency Payment (as defined below), as and when due, in accordance with the terms of section 2(a) hereof and/or (y) deliver the weekly receipts and disbursements report required by section 2(b) hereof, in each case, the limited waiver in this section 1 shall not constitute any course of dealing or other basis for altering any obligation of any member be void ab initio. Except as expressly set forth above in this section 1, nothing herein is intended to affect the continuing obligations of the Borrower Group to comply with, or any right, privilege or remedy the continuing rights of the Lender under Lenders, the Loan Agreement or Issuing Bank and the Administrative Agent with respect to, any provision of the Credit Agreement and/or any other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegeDocument.

Limited Waiver. In Amendment No. 8, the Administrative Agent and the Lenders party thereto waived any requirements to prepay the Term Loan pursuant to Section 2.9(c) of the Existing Credit Agreement solely with respect to capital contributions to Holdings made subsequent to the Amendment No. 8 Effective Date and prior to June 30, 2023 in an aggregate amount of up to $1,500,000 to be used for working capital or general corporate purposes of Holdings and its Subsidiaries, including for Investments and Permitted Acquisitions, provided, that no later than the third Business Day following receipt by Holdings of the first such capital contribution, Borrower shall prepay the Term Loan in an aggregate amount equal to $50,000. Subject to the terms and satisfaction of all of the conditions set forth in this Limited Waiver Section 4 below, effective as of the Effective Date, the Administrative Agent and the Borrower’s Lenders party hereto constituting Required Lenders hereby waive the obligation of Borrower to prepay the Term Loan in the aggregate amount equal to $50,000, in connection with an aggregate amount of up to a $1,500,000 capital contribution(s) to Holdings made subsequent to Amendment No. 8 Effective Date and prior to June 30, 2023, provided that Borrower prepays the Borrower Affiliates’ acknowledgments Term Loan in the amount of (i) $25,000 prior to June 30, 2023 and agreements set forth above(ii) $25,000 on or prior to December 31, 2023 and, for the avoidance of doubt, the waiver of such one lump-sum pre-payment and expressly conditioned upon accommodation for allowing the absence of any pre-payment to be effected in two installments shall not be an Event of Default other than the Specified Interest Payment Default, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009Existing Credit Agreement. The waiver set forth in this Section 3 is a limited waiver, shall be waived until August 17limited precisely as written, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17and, 2009. The waiver agreed except as expressly provided herein, shall not be deemed or otherwise construed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at constitute a waiver of any other term or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy provision of the Lender with respect to the Specified Interest Payment Default under the Loan Existing Credit Agreement or any of the other Loan Documents, Credit Documents or (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, power or remedy or privilege under this Limited Waiver preclude of any other or further exercise thereof Lender or the exercise Administrative Agent under any of any other right, power, remedy or privilegethe Credit Documents.

Limited Waiver. Subject The Borrower has informed Agent and the Lenders that (a) the Borrower desires to acquire all of the equity interests of a Delaware limited liability company previously identified to the Agent (“Target”), from the owners thereof (collectively, the “Seller”), pursuant to and on substantially the terms and conditions set forth in this Limited Waiver that certain Unit Purchase Agreement by and among the Borrower, the Seller, Target and GSE Environmental LLC or its designee, and otherwise, except to the extent expressly set forth herein, in accordance with the terms and conditions applicable to Permitted Acquisitions set forth in the Credit Agreement (such Acquisition, the “Subject Acquisition”) and (b) notwithstanding the requirements of clause (a)(3)(x)(II) of the definition of Permitted Acquisition set forth in the Credit Agreement, the Borrower’s Total Senior Leverage, calculated on a Pro Forma Basis after giving effect to the Subject Acquisition and this Amendment, shall exceed 3.75:1.00 (the “Acquisition Leverage Requirement”). Upon satisfaction (or waiver by the Lenders) of the conditions set forth in Section 4 hereof, Agent and the Borrower Affiliates’ acknowledgments and agreements Lenders signatory hereto constituting the Required Lenders hereby waive the Acquisition Leverage Requirement solely with respect to the Subject Acquisition; provided, the waiver set forth above, and herein is expressly conditioned upon the absence consummation of the Subject Acquisition no later than February 28, 2013 (the “Outside Date”) and the parties hereto expressly acknowledge and agree that the waiver set forth herein shall be null and void ab initio and of no further force or effect upon the failure of the Subject Acquisition to be consummated on or before the Outside Date. The waiver contained in this Section 2 is a limited waiver and (i) shall only be relied upon and used for the specific purposes expressly set forth herein, (ii) shall not constitute nor be deemed to constitute a waiver, except as otherwise expressly set forth herein, of (a) any Default or Event of Default other than or (b) any term or condition of the Specified Interest Payment Default, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Credit Agreement and the other Loan Documents on July 1(including, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has but not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009limited to, the waiver shall terminate and, as a result, terms and conditions set forth in the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy definition of Permitted Acquisition (other than the Lender Acquisition Leverage Requirement with respect to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except Subject Acquisition as expressly set forth waived in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effectaccordance herewith)), (iii) shall not extend constitute nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under constitute a consent by the Loan Agreement Agent or any of Lender to anything other than the other Loan Documents, specific purpose set forth herein and (iv) shall not impair, restrict constitute a custom or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of among the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegeparties hereto.

Limited Waiver. Subject to Borrower hereby acknowledges the existence of the following Defaults and Events of Default (collectively, the "Specified Defaults"): Borrower's violation of Sections 9.2 and 9.8 of the Credit Agreement caused by Borrower's (x) acquisition of Equity interests in Big Dog Drilling Co., LLC not owned by Borrower on the Closing Date, and (y) making Investments in DHS that were not permitted under the terms and conditions set forth provisions of the Credit Agreement, in this Limited Waiver and each case occurring after the Borrower’s and Closing Date but prior to the Effective Date (collectively, the "Big Dog/DHS Transactions"). Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other than has requested that Banks waive the Specified Interest Payment Default, Defaults and any provision of the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Credit Agreement and the other Loan Documents Papers to the extent such provisions were violated by the consummation of the Big Dog/DHS Transactions. In reliance on July 1the representations, 2009warranties, covenants and agreements contained in the Credit Agreement and this Third Amendment, and previously waived until July 31subject to the satisfaction of the conditions precedent set forth in Section 4 hereof (and in the Credit Agreement, 2009as amended through and including the Effective Date), shall be waived until August 17, 2009 and (b) waives Banks hereby waive the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to Defaults and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy provision of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Credit Agreement and the other Loan DocumentsPapers to the extent such provisions were violated solely by the Big Dog/DHS Transactions. The limited waivers contained in this Section 3 are limited solely to the Big Dog/DHS Transactions, and except as expressly the applicable provisions of the Credit Agreement to the extent they were violated by the consummation of the Big Dog/DHS Transactions, and solely for violations occurring during the time period set forth in this Limited Waiverabove. Nothing contained herein shall be deemed (i) a consent to or waiver of any action other than the Big Dog/DHS Transactions within the applicable time period set forth above, all the other terms, provisions and conditions or (ii) a waiver of the Loan Agreement Specified Defaults and any provisions of the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under the Loan Credit Agreement or any other Loan Paper except to the extent any such provision was violated by the consummation of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegeBig Dog/DHS Transactions.

Limited Waiver. Subject to In reliance on the terms representations, warranties, covenants and agreements contained in this Second Amendment, and the satisfaction of the conditions precedent set forth in this Limited Waiver Section 5 hereof, the Lenders hereby waive any Defaults or Events of Default arising solely due to the Specified Non-Compliance; provided that (x) the limited waiver provided for herein shall constitute a one-time waiver and the Borrower’s Administrative Agent and the Borrower Affiliates’ acknowledgments and agreements set forth aboveLenders shall have no obligation to grant any future waivers, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at consents or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender amendments with respect to the Credit Agreement or any other Loan Document and (y) the waiver of the Specified Interest Payment Hedging Non-Compliance shall not apply, and it shall constitute an immediate Event of Default under the Credit Agreement, if one or more Swap Agreements entered into by Borrower and/or its Subsidiaries (when aggregated and netted with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) cause the aggregate notional volumes of all Swap Agreements in respect of crude oil then in effect to exceed, as of any date, for any calendar month in 2015 or 2016, 100% of the reasonably anticipated production from the proved Oil and Gas Properties, as listed on the most recently delivered Reserve Report pursuant to Section 2.07, of the Loan Parties for crude oil. Neither the execution by the Administrative Agent or the Lenders of this Second Amendment, nor any other act or omission by the Administrative Agent or the Lenders or their officers in connection herewith, shall be deemed a waiver by the Administrative Agent or the Lenders of any other defaults which may exist or which may occur in the future under the Credit Agreement or any of and/or the other Loan Documents, or any future defaults of the same provision waived hereunder (iicollectively “Other Violations”). Similarly, nothing contained in this Second Amendment shall directly or indirectly in any way whatsoever either: (a) is strictly limited impair, prejudice or otherwise adversely affect the Administrative Agent’s or the Lenders’ right at any time to exercise any right, privilege or remedy in connection with the Specified Interest Payment Default, shall not be deemed to be a consent Loan Documents with respect to any amendmentOther Violations; (b) other than the amendments expressly provided for in Section 2 hereof, waiver amend or modification of alter any term or condition provision of the Loan Agreement and Credit Agreement, the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to or any other Default contract or Event of Default that may now exist instrument; or hereafter arise under the Loan Agreement or any of the other Loan Documents, (ivc) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender Administrative Agent or the Lenders under the Loan Agreement or any of Credit Agreement, the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder , or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other contract or further exercise thereof instrument. Nothing in this Second Amendment shall be construed to be a consent by the Administrative Agent or the exercise of Lenders to any other right, power, remedy or privilegeOther Violations.

Limited Waiver. Subject Each Borrower and Guarantor hereby represents and warrants that no Default or Event of Default with respect to such Borrower or Guarantor has occurred and continues to exist immediately prior to the terms occurrence of the First Amendment Effective Date and immediately prior to giving effect to the consummation of the First Amendment other than (i) the Obligors’ failure to comply with the Liquidity covenant in Section 8.8 of the Loan Agreement for the quarter ending on December 31, 2008 resulting in an Event of Default under Section 9.2 of the Loan Agreement (the “Liquidity Event of Default”), and (ii) the Obligors’ failure to comply with the requirement in Section 2.3.1.3 of the Loan Agreement to make a principal payment within five (5) Business Days after the delivery of the most recently delivered Borrowing Base Certificate in an amount that reduces the unpaid principal balance of all Loans to the Borrowing Base Availability set forth in such Borrowing Base Certificate resulting in an Event of Default under Section 9.1 of the Loan Agreement (the “Overadvance Payment Event of Default”, together with the Liquidity Event of Default, the “Prior Events of Default”). In reliance upon such representation and warranty, upon the satisfaction of the conditions set forth in this Limited Waiver and Section 3, the Borrower’s and undersigned Lenders hereby waive the Borrower Affiliates’ acknowledgments and agreements Prior Events of Default. Without limiting the generality of the provisions of the covenants set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under in the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009Agreement, the waiver set forth herein shall terminate and, be limited precisely as a result, written and relates solely to the waiver shall no longer be valid noncompliance by the Borrowers and shall not impair, restrict or limit any right or remedy of the Lender Guarantor with respect to the Specified Interest Payment Prior Events of Default under in the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited manner and to the Specified Interest Payment Defaultextent described in this paragraph, and nothing in this paragraph shall not be deemed to be (a) constitute a consent waiver of compliance by Borrowers and Guarantor with respect to any amendmentterm, waiver or modification of any term provision or condition of the Loan Agreement and the or any other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to Document or any other Default instrument or Event of Default agreement referred to herein or therein or (b) prejudice any right or remedy that the Agent, Issuing Lender, any Agent or any Lender may now exist have or hereafter arise may have in the future under or in connection with the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict Document or limit any right or remedy of the Lender with respect to any other Default instrument or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender agreement referred to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegetherein.

Limited Waiver. Subject to As of the terms and conditions set forth in this Limited Waiver and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment DefaultEffective Date, the Lender hereby (a) agrees that waives the interest payment otherwise due and payable by provisions of the letter agreement dated August 12, 1996 (the "POST-CLOSING LETTER") between the Borrower under the Loan Agreement and the other Loan Documents Lender with respect to the obligation of the Borrower to deliver the documents set forth on July 1ANNEX D attached hereto and made a part hereof (the "POST-CLOSING DOCUMENTS") within the time periods specified in the Post-Closing Letter and extends the time period for the delivery of such documents to December 30, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 1996 and (b) waives the Specified Interest Payment Events of Default until 5:00 p.m. (Dallas timeunder Sections 10.01(c) on August 17and 10.01(d) of the Credit Agreement resulting from the Borrower's failure to deliver the Post-Closing Documents within the time periods specified in the Post-Closing Letter; PROVIDED, 2009. The waiver agreed to herein (i) is temporary only andHOWEVER, that, if such Post-Closing Documents are not delivered on or before March 5, 1997 (the interest payment waived by "EXPIRATION DATE"), (x) the limited waiver under this Limited Waiver has not otherwise been made SECTION 4 shall expire, (y) the Borrower shall pay to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17the Expiration Date a fee in the amount of $25,000, 2009, and the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of Borrower hereby irrevocably authorizes the Lender with respect to make a Revolving Loan on the Expiration Date to pay such fee without regard to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly notice requirements set forth in this Limited Waiver, all the other terms, provisions and conditions Section 3.02(b)(iii) of the Loan Agreement Credit Agreement, and (z) notwithstanding any payment of the other Loan fee described in CLAUSE (y), the Events of Default arising from the Borrower's failure to deliver the Post-Closing Documents prior to the Expiration Date shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any effect until all of the other Loan Post-Closing Documents, (iv) shall not impairin form and substance satisfactory to the Lender, restrict or limit any right or remedy are delivered to the Lender, and the Lender reserves all rights and remedies available to it as a result of the Lender with respect to any other Default or Event continued existence of Default that may now exist or hereafter arise under the Loan Agreement or any such Events of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegeDefault.

Limited Waiver. A. Subject to the terms and conditions set forth herein, and in this Limited Waiver reliance on the representations and warranties of Borrower herein contained, but notwithstanding anything to the Borrower’s and contrary contained in subsection 2.4B(iii)(e) of the Credit Agreement, the undersigned hereby agree that the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon may reduce the absence amount (if any) of any Event the prepayment of Default other than the Specified Interest Payment DefaultLoans and/or reduction of the Revolving Loan Commitments, the Lender hereby LC Facility Commitments and/or the Synthetic Letter of Credit Commitments, as the case may be, required under subsection 2.4B(iii)(e) for Fiscal Year 2003 by an amount not to exceed $25,000,000 (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, "Retained Amount"). The Retained Amount shall be waived until August 17used by the Borrower to fund all or a portion of the purchase price of the [Target] Acquisition (the "Permitted Use"); provided, 2009 and (b) waives however, that if any portion of the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver Retained Amount has not otherwise been made applied to and received by fund the Lender at Permitted Use on or prior to 5:00 p.m. (Dallas time) on August 17the earlier of the [Target] Acquisition Effective Date and May 31, 20092004, the waiver Borrower shall terminate andapply such unused portion of the Retained Amount on such earlier date to prepay the Loans and/or reduce the Revolving Loan Commitments, the LC Facility Commitments and/or the Synthetic Letter of Credit Commitments, as a resultthe case may be, permanently. Any prepayments or commitment reductions pursuant to the waiver foregoing proviso shall no longer be valid and shall not impair, restrict treated as prepayments or limit any right or remedy commitment reductions under subsection 2.4B(iii)(e) of the Lender with respect to the Specified Interest Payment Default under the Loan Credit Agreement or any for Fiscal Year 2003 for all purposes of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Credit Agreement and the other Loan Documents. The Borrower shall deliver an Officer’s Certificate certifying as to the amount of the Retained Amount on or prior to the date when the prepayments and/or commitment reductions (if any) required under subsection 2.4B(iii)(e) of the Credit Agreement are required to be made, and except as expressly set forth in this Limited Waiver, all shall deliver another Officer’s Certificate on or prior to the other terms, provisions and conditions earlier of the Loan Agreement [Target] Acquisition Effective Date and May 31, 2004, demonstrating the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any application of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy Retained Amount to the Permitted Use and/or to the prepayment of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under Loans and/or the Loan Agreement or any reduction of the other Revolving Loan DocumentsCommitments, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof LC Facility Commitments or the exercise Synthetic Letter of any other right, power, remedy or privilegeCredit Commitments.

Limited Waiver. Subject to the terms and conditions set forth in this Limited Waiver The Borrower and the Borrower’s MLP have informed the Administrative Agent, the Issuing Bank and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the Lender hereby Lenders that (a) agrees that the interest payment otherwise due and payable by Borrower under MLP does not expect to be in compliance with the Loan Consolidated Debt Coverage Ratio covenant contained in Section 6.11 of the Reimbursement Agreement and (the other Loan Documents on July 1“Leverage Ratio Covenant”) as of the last day of the fiscal quarter ending June 30, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 2012 and (b) waives the Specified Interest Payment Default until 5:00 p.m. MLP does not expect to be in compliance with Leverage Ratio Covenant as of the last day of the fiscal quarter ending September 30, 2012. Accordingly, the Borrower and the MLP have requested that the Administrative Agent, the Issuing Bank and the Lenders irrevocably waive, and effective as of the Effective Date, the Administrative Agent, the Issuing Bank and the Lenders do hereby irrevocably waive, (Dallas timex) on August 17the MLP’s compliance with the Leverage Ratio Covenant as of the last day of the fiscal quarter ending June 30, 2009. The waiver agreed to herein 2012; provided that (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, Consolidated Debt Coverage Ratio as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any last day of the other Loan Documentsfiscal quarter ending June 30, 2012 does not exceed 6.5 to 1.00 and (ii) the Asphalt Business Disposition has not occurred, and (y) the MLP’s compliance with the Leverage Ratio Covenant as of the last day of the fiscal quarter ending September 30, 2012; provided that (i) the Consolidated Debt Coverage Ratio as of the last day of the fiscal quarter ending September 30, 2012 does not exceed 6.0 to 1.00 and (ii) the Asphalt Business Disposition has not occurred. The foregoing waiver is strictly limited hereby granted to the Specified Interest Payment Defaultextent and only to the extent specifically stated herein and for no other purpose or period, and is expressly granted subject to the conditions stated herein, and shall not be deemed to (a) be a consent to any amendmentor agreement to, or waiver or modification of of, any other term or condition of the Loan Agreement and the Reimbursement Agreement, any other Loan DocumentsDocument or any of the documents referred to therein, and or (b) except as expressly set forth herein, prejudice any right or rights which the Administrative Agent, the Issuing Bank, or the Lenders may now have or may have in this Limited Waiverthe future under or in connection with the Reimbursement Agreement, all the other terms, provisions and conditions of the Loan Agreement and the any other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement Document or any of the other Loan Documents, (iv) shall documents referred to therein. Granting the waiver set forth herein does not impair, restrict and should not be construed to be an assurance or limit any right or remedy of promise that waivers will be granted in the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegefuture.

Limited Waiver. Subject to the terms Borrower has advised Administrative Agent and conditions set forth in this Limited Waiver Lenders that it has restructured its Subsidiaries’ ownership of certain unmortgaged royalty interests and the Borrower’s certain unmortgaged Colorado and the Borrower Affiliates’ acknowledgments and agreements set forth aboveKansas properties by creating three new Subsidiaries (Ellora Royalties GP, Inc., a Colorado corporation, Ellora Royalties, LLC, a Colorado limited liability company, and expressly conditioned upon Ellora CO, LLC, a Colorado limited liability company) and by converting its Subsidiary previously named Ellora, LLC into Ellora Royalties, LP, a Colorado limited partnership. Borrower has further advised Administrative Agent and Lenders that Borrower did not promptly comply with the absence provisions of any Event of Default other than the Specified Interest Payment Default, the Lender hereby (a) agrees that Sections 8.14(b) and 9.15 of the interest payment otherwise due and payable by Borrower under the Loan Credit Agreement and the other Loan Documents on July 1in connection with Borrower’s creation of such new Subsidiaries, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives Section 8.01(i) of the Credit Agreement in connection with the conversion and name change of Ellora, LLC, a Colorado limited liability company, to Ellora Royalties, LP, , a Colorado limited partnership, and (c) Section 8.02(b) of the Credit Agreement in connection with giving notice of the litigation described in Schedule 7.05 hereto (such violations collectively referred to herein as the “Specified Violations”). Borrower has advised Administrative Agent and Lenders that the Specified Interest Payment Default until 5:00 p.m. Violations have been cured and no longer exist. Nonetheless, Borrower requests that Lenders execute this First Amendment in part to evidence the Lenders’ limited waiver of the Specified Violations, which occurred during the period prior to the First Amendment Effective Date (Dallas time) the “Specified Period”). In reliance on August 17the representations and warranties of Borrower contained herein, 2009and subject to the limitations set forth herein, Lenders party hereto hereby waive the Specified Violations for the Specified Period. The limited waiver agreed to herein (i) granted under this First Amendment is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect limited solely to the Specified Interest Payment Default under Violations and solely for the Loan Specified Period. Nothing contained herein shall be deemed a waiver of any other action or inaction of Borrower which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any of the other Loan DocumentsDocument, or which results (iior would result) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be in a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under the Loan Credit Agreement or any of the other Loan DocumentsDocument. Neither Lenders nor the Administrative Agent shall be obligated to grant any future waivers, (iv) shall not impair, restrict consents or limit any right or remedy of the Lender amendments with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Credit Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilege.Document

Limited Waiver. Subject to the terms By execution and conditions set forth in delivery of this Limited Waiver and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth aboveAgreement, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy each of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or Lenders hereby temporarily waives any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise arising under clause (g) of Article VII to the Loan Agreement or any of extent, and solely to the other Loan Documentsextent, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other such Default or Event of Default is caused by a Specified Financial Reporting Default. Each Lender also agrees that if (a) Holdings delivers its Form 10-Q for the fiscal quarters ended on or about June 28, 2013 and September 27, 2013 to each of the trustees under each of the Subordinated Convertible Note Indenture and the Senior Unsecured Note Indenture prior to the expiration of the applicable sixty day grace period set forth in the applicable indenture (or prior to the expiration of any extended grace period or temporary waiver of a Specified Financial Reporting Default provided for in any Indenture Waiver), and such delivery is effective to cure the “Defaults” and “Events of Default” under and as defined in the applicable indentures caused by Holdings’s failure to deliver its quarterly financial statements on Form 10-Q in a timely manner, or (b) Holdings obtains Indenture Waivers under each of the Senior Unsecured Note Indenture or the Subordinated Convertible Note Indenture that permanently waive the Specified Financial Reporting Defaults under each such indenture, the corresponding Default and Event of Default under clause (g) of Article VII shall also be deemed cured. The foregoing temporary waiver shall automatically expire without any further action by any Person on the earliest of (w) October 28, 2013, or, if on or prior to October 28, 2013, Holdings notifies the Administrative Agent and the European Administrative Agent that Holdings shall make an Additional Interest Election, March 17, 2014 (provided, that if Holdings fails to make an effective Additional Interest Election as promptly as possible after it may now exist or hereafter arise make such an election under the Loan Agreement terms of the Subordinated Convertible Note Indenture, or if such Additional Interest Election shall fail to be effective at any time, the foregoing temporary waiver shall automatically expire without any further action by any Person), unless Holdings has cured pursuant to the previous sentence on or prior to such applicable date, (x) the earliest date that is (A) one Business Day prior to the 60th day after receipt by Holdings of a notice of any Specified Financial Reporting Default under the Senior Unsecured Note Indenture or a notice of a subsequent Specified Financial Reporting Default under the Subordinated Convertible Note Indenture or (B) one Business Day prior to the expiration of any extended grace period or temporary waiver of a Specified Financial Reporting Default provided for in any applicable Indenture Waiver, provided that, solely with respect to a Specified Financial Reporting Default 971472.02C-CHISR02A - MSW under the Subordinated Convertible Note Indenture, if Holdings notifies the Administrative Agent and the European Administrative Agent that Holdings shall make an Additional Interest Election with respect thereto, the date described in this clause (x) with respect to such Event of Default under the Subordinated Convertible Note Indenture shall be March 17, 2014 (provided, that if Holdings fails to make an effective Additional Interest Election as promptly as possible after it may make such an election under the terms of the Subordinated Convertible Note Indenture, or if such Additional Interest Election shall fail to be effective at any time, the foregoing temporary waiver shall automatically expire without any further action by any Person) in each case unless Holdings has cured pursuant to the previous sentence on or prior to such applicable Business Day, (y) the commencement of any enforcement action, including any acceleration of the notes, under any of the other Loan DocumentsConvertible Senior Note Indenture, the Senior Unsecured Note Indenture or the Subordinated Convertible Note Indenture and (vz) shall not constitute any course of dealing or other basis for altering any obligation the occurrence of any member other “Default” or “Event of the Borrower Group or any right, privilege or remedy of the Lender Default” under the Loan Agreement or any of the other Loan Documents. No failure on Convertible Senior Note Indenture, the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof Senior Unsecured Note Indenture or the exercise of any other right, power, remedy or privilegeSubordinated Convertible Note Indenture.

Limited Waiver. The Borrower acknowledges and agrees that, as of the Fourth Amendment Effective Date, (i) one or more Defaults or Events of Default pursuant to Section 8.01 of the Credit Agreement may have occurred and may currently exist under the Credit Agreement as a direct result of the Borrower’s failure to deliver one or more Reinvestment Notices pursuant to Section 2.08(1) of the Credit Agreement that would have allowed the Borrower and/or its Restricted Subsidiaries to use the Net Cash Proceeds of Asset Sales related to the disposition of certain Real Estate to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets used or useful in the Borrower’s or a Restricted Subsidiary’s business (any such Default and/or Event of Default described in this clause (i), the “Default Resulting from Failure to Deliver Reinvestment Notices”), (ii) a Default or Event of Default pursuant to Section 8.01(4) of the Credit Agreement may have occurred and may currently exist under the Credit Agreement as the result of the Borrower’s failure to deliver a notice of the occurrence or existence of any Default from Failure to Deliver Reinvestment Notices, any Representation Default or any Default or Event of Default resulting from the failure to deliver a notice of the occurrence or existence of a Default or Event of Default resulting from the failure to deliver a notice of the occurrence or existence of any Default from Failure to Deliver Reinvestment Notices or any Representation Default (and, in each case, the nature and extent thereof and any corrective action proposed to be taken or actually taken with respect thereto) pursuant to Section 5.05(1) of the Credit Agreement (any Default and/or Event of Default described in this clause (ii), the “Notice Default”), and (iii) a Default or Event of Default pursuant to Section 8.01(1) of the Credit Agreement may have occurred and may currently exist under the Credit Agreement as a result of any misrepresentation made or deemed to be made by the Borrower with respect to the absence of a Default or Event of Default, which misrepresentation was materially incorrect or misleading solely due to the occurrence of any Existing Event of Default (any Default and/or Event of Default described in this clause (iii), the “Representation Default” and, collectively with the Default Resulting from Failure to Deliver Reinvestment Notices and the Notice Default, the “Existing Events of Default”, and each, an “Existing Event of Default”). Subject to the terms and conditions set forth herein, the Required Lenders hereby unconditionally and irrevocably waive the Existing Events of Default (the “Waiver”). The Waiver is limited precisely as written and relates solely to the Existing Events of Default, and nothing contained in this Limited Waiver and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence Refinancing Amendment shall be deemed to constitute a waiver of any Event other provision of Default the Credit Agreement or for any other than time periods (including any time after the Specified Interest Payment DefaultFourth Amendment Effective Date), any other rights or remedies the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower Lenders may have under the Loan Credit Agreement and the or any other Loan Documents on July 1or under applicable law, 2009in each case, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default (other than, for the avoidance of doubt, the Existing Events of Default) that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegeexist.

Limited Waiver. Subject to the terms and conditions set forth in this Limited Waiver The Borrower and the Borrower’s MLP have informed the Administrative Agent and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the Lender hereby Lenders that (a) agrees that the interest payment otherwise due and payable by Borrower under MLP does not expect to be in compliance with the Loan Consolidated Debt Coverage Ratio covenant contained in Section 6.11 of the Credit Agreement and (the other Loan Documents on July 1“Leverage Ratio Covenant”) as of the last day of the fiscal quarter ending June 30, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 2012 and (b) waives the Specified Interest Payment Default until 5:00 p.m. MLP does not expect to be in compliance with Leverage Ratio Covenant as of the last day of the fiscal quarter ending September 30, 2012. Accordingly, the Borrower and the MLP have requested that the Lenders irrevocably waive, and effective as of the Effective Date, the Lenders do hereby irrevocably waive, (Dallas timex) on August 17the MLP’s compliance with the Leverage Ratio Covenant as of the last day of the fiscal quarter ending June 30, 2009. The waiver agreed to herein 2012; provided that (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, Consolidated Debt Coverage Ratio as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any last day of the other Loan Documentsfiscal quarter ending June 30, 2012 does not exceed 6.5 to 1.00 and (ii) the Asphalt Business Disposition has not occurred, and (y) the MLP’s compliance with the Leverage Ratio Covenant as of the last day of the fiscal quarter ending September 30, 2012; provided that (i) the Consolidated Debt Coverage Ratio as of the last day of the fiscal quarter ending September 30, 2012 does not exceed 6.0 to 1.00 and (ii) the Asphalt Business Disposition has not occurred. The foregoing waiver is strictly limited hereby granted to the Specified Interest Payment Defaultextent and only to the extent specifically stated herein and for no other purpose or period, and is expressly granted subject to the conditions stated herein, and shall not be deemed to (a) be a consent to any amendmentor agreement to, or waiver or modification of of, any other term or condition of the Loan Agreement and the Credit Agreement, any other Loan DocumentsDocument or any of the documents referred to therein, and or (b) except as expressly set forth herein, prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in this Limited Waiverthe future under or in connection with the Credit Agreement, all the other terms, provisions and conditions of the Loan Agreement and the any other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement Document or any of the other Loan Documents, (iv) shall documents referred to therein. Granting the waiver set forth herein does not impair, restrict and should not be construed to be an assurance or limit any right or remedy of promise that waivers will be granted in the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegefuture.

Limited Waiver. a. Subject to the terms and satisfaction of the conditions set forth in this Limited Waiver Section 4 hereof, and in reliance on the Borrower’s representations and the Borrower Affiliates’ acknowledgments and agreements warranties set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Defaultin Section 3 below, the Lender Lenders party hereto constituting the Required Lenders hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein waive (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default under Quarterly Deliverables Defaults and the Loan Agreement or any of the other Loan DocumentsFinancial Covenant Defaults, (ii) is strictly limited subject to Section 2(c) below, the Historical Financial Defaults and (iii) solely during the Waiver Period, the Specified Annual Deliverables Defaults; provided, that, the waivers included in this Section 2(a)(iii) shall automatically and without any further action by the Lenders cease to be effective for all purposes on the earlier of (x) December 31, 2023 (the “Waiver Expiration Date”) and (y) the occurrence of any Default Trigger; provided, further, that to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition extent that (x) all of the Loan Agreement Specified Annual Financial Deliverables are delivered on or prior to the Waiver Expiration Date and (y) no Default Trigger shall have occurred on or prior to such date, then the other Loan Documents, and except as expressly waiver set forth in this Limited WaiverSection 2(a)(iii) shall be permanent and any such Specified Annual Deliverables Default shall be deemed permanently cured and waived. The parties hereto agree that the failure by the Borrower to deliver to the Administrative Agent the Specified Annual Financial Deliverables on or prior to the Waiver Expiration Date shall constitute, without the requirement of delivery of any notice set forth therein (or any other demand, presentment, protest, or notice of any kind, all of which the other termsBorrower and Parent Guarantor each hereby waive), provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or an Event of Default that may now exist or hereafter arise under the Loan Agreement or pursuant to Section 7.01(c) (without reference to any cure period contained therein) of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegeAmended Credit Agreement.

Limited Waiver. Subject Events of Default have occurred and currently exist, or are anticipated to occur, under the terms and conditions Loan Agreement as a result of the following: (i) a breach of the Minimum Fixed Charge Coverage Ratio set forth in this Limited Waiver and Section 9.1(a) of the Borrower’s and Loan Agreement for the Borrower Affiliates’ acknowledgments and agreements period ended on Xxxxx 00, 0000, (xx) a breach of the Minimum Fixed Charge Coverage Ratio set forth abovein Section 9.1(a) of the Loan Agreement for the period ended on June 30, 2018, (iii) a breach of the Minimum Fixed Charge Coverage Ratio set forth in Section 9.1(a) of the Loan Agreement for the period ending on September 30, 2018, (iv) a breach of the Senior Debt to EBITDA Ratio set forth in Section 9.1(b) of the Loan Agreement for the period ended on June 30, 2018, (v) a breach of the Senior Debt to EBITDA Ratio set forth in Section 9.1(b) of the Loan Agreement for the period ending on September 30, 2018, and expressly conditioned upon (vi) incurring consecutive quarterly losses in violation of Section 10.1(q) (collectively, the absence of any Event “Specified Defaults”). Borrowers represent and warrant that the Specified Defaults are the only Defaults or Events of Default other than the Specified Interest Payment Defaultthat exist, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower or are anticipated to occur, under the Loan Agreement and the other Loan Documents on July 1as of the First Amendment Effective Date. Subject to the satisfaction of the conditions precedent set forth in Section 4.1 hereof, 2009, and previously waived until July 31, 2009, Lender hereby waives the Specified Defaults. In no event shall such waiver be waived until August 17, 2009 and deemed to constitute a waiver of (a) any Default or Event of Default other than the Specified Defaults or (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed Borrowers’ obligation to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy comply with all of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions terms and conditions of the Loan Agreement and the other Loan Documents from and after the First Amendment Effective Date. Notwithstanding any prior, temporary mutual disregard of the terms of any contracts between the parties, Borrowers hereby agree that they shall remain in full force and effect, (iii) shall not extend nor be deemed required strictly to extend to any other Default or Event comply with all of Default that may now exist or hereafter arise under the terms of the Loan Agreement or any of Documents on and after the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegeFirst Amendment Effective Date.

Limited Waiver. Subject 2.01 The undersigned Lenders (representing at least the Required Lenders) hereby waive (subject to the terms and conditions hereof), for the Limited Waiver Period only, the Specified Events of Default (the waiver granted in this sentence is referred to below as the “Limited Waiver”). (For the avoidance of doubt, the Required Lenders shall not have the right to impose during the Limited Waiver Period the additional 2% default rate(s) under Sections 4.1 or 5.2(a) of the Credit Agreement by reason of the Specified Events of Default but shall have the right to do so upon the occurrence and during the continuance of any other Event of Default.) The Limited Waiver is limited solely to the Specified Events of Default and shall not apply to any other Events of Default and is also limited solely to the Limited Waiver Period and shall not extend to any period beyond the Limited Waiver Period. Without limiting the generality of the immediately preceding sentence, the Borrowers (and other Credit Parties) hereby acknowledge and agree that (i) the Limited Waiver does not apply to any breach of Sections 11.14.1, 11.14.2 or 11.14.3 of the Credit Agreement other than the breach of Section 11.14.1 for the Computation Periods ending March 31, 2009 and June 30, 2009, the breach of Section 11.14.2 for the Computation Period ending June 30, 2009, and the breach of Section 11.4.3 as of the last day of the Computation Periods ending March 31, 2009 and June 30, 2009 and (ii) after the Limited Waiver Period, the Specified Events of Default shall (unless otherwise hereafter waived in writing by the Required Lenders (it being understood and agreed that any such waiver would be at the sole and absolute discretion of the Required Lenders and no Lender has any obligation to grant such waiver)) exist and be continuing Events of Default for all purposes and the Lenders and the Administrative Agent shall have the right at any time (including immediately) to exercise any or all of their respective rights and remedies under the Loan Documents and under applicable law with respect to any of the Specified Events of Default including without limitation the right to impose the default rates under Section 4.1 or 5.2(a) of the Credit Agreement, accelerate any or all the Loans or other Obligations, refuse to make any additional Revolving Loans or to issue any additional Letters of Credit, terminate the Commitments, immediately enforce any and all Obligations and/or realize on the Collateral. Each of the Borrowers and the other Credit Parties hereby consents to, and acknowledges the availability of, each and every right and remedy set forth in this the Credit Agreement, the Guaranty and Collateral Agreement and the other Loan Documents with respect to (i) the Specified Events of Default after the Limited Waiver Period and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of (ii) any Event of Default other than the Specified Interest Payment Default, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event Events of Default that may now exist or hereafter arise under the Loan Agreement or at any of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegetime.

Limited Waiver. Subject The Agent and Lenders party hereto hereby agree to waive the Obligors’ requirement to enter into a Control Agreement under clause (l) of the definition of “Collateral and Guarantee Requirement”, Section 8.23 of the Credit Agreement and Section 3 of the Security Agreement with respect to Deposit Account No. XXX-XXX6993 maintained with Xxxxx Fargo Bank, National Association (the “Specified WF Account”), which Specified WF Account serves solely as a cash collateral account securing obligations owing by FTS International Services, LLC, a Texas limited liability company (“FTS Services”) under its commercial purchase card arrangements with Xxxxx Fargo Bank, National Association (the “WF Bank Product Obligations”), so long as (a) the aggregate cash balance in the Specified WF Account does not exceed an amount equal to $2,500,000 at any time (exclusive of any interest and/or fees accruing with respect to such amounts), (b) the Specified WF Account is (and only so long as it remains) a cash collateral account securing only WF Bank Product Obligations, and (c) the Specified WF Account is not required to be subject to a “Control Agreement” (as defined in the Term Loan Credit Agreement) pursuant to the terms and conditions set forth in this Limited Waiver and of the Borrower’s and Term Loan Documents (the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the Lender hereby foregoing clauses (a) agrees that through (c) in this paragraph, the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the “Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this WF Account Limited Waiver has not otherwise been made to and received by Conditions”). Notwithstanding the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009foregoing, the limited waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default under WF Account shall terminate and be of no further force or effect on the Loan Agreement or earlier of (x) March 31, 2023 and (y) the Obligors’ failure to satisfy any of the other Specified WF Account Limited Waiver Conditions (such earlier date in the foregoing clauses (x) and (y), the “Specified WF Account Limited Waiver Documents Termination Date”), and, as a result thereof, FTS Services shall, to the extent otherwise required pursuant to the Loan DocumentsDocuments without giving effect to such limited waiver, enter into a Control Agreement (ii) is strictly limited with respect to the Specified Interest Payment DefaultWF Account), shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documentsas soon as possible, and except in any event, within forty-five (45) Business Days after the Specified WF Account Limited Waiver Termination Date (or such later date as expressly set forth may be agreed to by the Agent, which extension and consent shall be in this Limited Waiverwriting and may be delivered by email). For the avoidance of doubt, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other no Default or Event of Default that may now exist or hereafter shall arise under the Loan Credit Agreement or any other Loan Document until after the end of such forty-five (45) Business Day period (or such later date as may be agreed to by the Agent in accordance with this paragraph) as a result of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender applicable Obligors failing to provide a notice hereunder or otherwise exercisesuch Control Agreement to the Agent in accordance with this paragraph, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegeif applicable at such time.

Limited Waiver. Subject to the terms and conditions set forth herein and in this Limited Waiver reliance upon the representations and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements warranties set forth aboveherein, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the each Lender hereby (a) agrees that waives the interest payment otherwise due Defaults and payable by Borrower Events of Default arising prior to the date hereof under Section 11.1(d) of the Loan Credit Agreement and as a result of the other Loan Documents Consolidated Group’s failure to comply with (i) the Consolidated Lease-Adjusted Leverage Ratio covenant set forth in Section 10.17(a) of the Credit Agreement with respect to the Four-Quarter Period ended on July 1, 2009, and previously waived until July or about December 31, 20092017 and (ii) the Consolidated Debt Service Coverage Ratio covenant set forth in Section 10.17(b) of the Credit Agreement with respect to the Four-Quarter Period ended on or about December 31, shall be waived until August 172017 (collectively, 2009 the “Specified Defaults”) and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas timeany requirement under Section 9.2(a) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender Credit Agreement to deliver a Compliance Certificate with respect to the Specified Four-Quarter Period ended on or about December 31, 2017; provided, however, that (i) the Applicable Margin shall continue to be based on Pricing Level I until the fifth Business Day immediately following the next Interest Payment Default under the Loan Agreement or any of the other Loan Documents, Determination Date and (ii) is strictly limited for informational purposes, the Consolidated Group shall be required to deliver calculations (in form and detail reasonably satisfactory to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification Administrative Agent and the Required Lenders) of any term or condition each of the Loan Agreement Consolidated Debt Service Coverage Ratio and the other Loan DocumentsConsolidated Lease-Adjusted Leverage Ratio for the Four-Quarter Period ending on or about December 31, 2017 concurrently with the financial statements delivered pursuant to Section 9.1(a) for such Four-Quarter Period, in each case as such ratios would have been calculated prior to giving effect to this Amendment. Each of the parties hereto acknowledges and except as expressly agrees that the waivers set forth in this Limited Waiver, all Section 2 are limited to the extent specifically set forth in this Section 2 and no other terms, covenants or provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor are intended to be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilegeaffected hereby.

Limited Waiver. Subject Providing the above conditions precedent are fully satisfied, the Bank hereby agrees to waive (i) the requirements of Paragraph (h) of the “AFFIRMATIVE COVENANTS” Section of the Note, which sets forth the Financial Covenants requirements under the terms of the Loan, for the quarter ended 12/31/09 only, and (ii) the requirements of Paragraph (a) of the “FINANCIAL STATEMENTS” Section of the Note for fiscal year ended 12/31/09 only, provided, however, Borrower must deliver the Annual audited signed Financial Statements of the Borrower prepared by a Certified Public Accountant (“CPA”) acceptable to the terms Bank and its annual 10 K within one hundred twenty (120) days after the end of fiscal year ended 12/31/09 (April 30, 2010). AMENDMENT: Pursuant to your request, providing the above conditions precedent are fully satisfied, the Bank agrees to modify the Paragraph (h) Financial Covenants requirements to hereafter read as set forth in the Restated Note. All other terms, conditions, definitions and provisions of the Note remain unchanged and in full force and effect. Please be aware that this Limited Waiver and Amendment pertains only to the Borrower’s matters and the Borrower Affiliates’ acknowledgments and agreements fiscal periods specifically set forth above, herein and expressly conditioned upon it pertains only to the absence of any Event of Default other than the Specified Interest Payment Default, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 2009, shall be waived until August 17, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 17, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 17, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy specific terms of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly Note set forth in this Limited Waiver, all the herein. All other terms, conditions, definitions and provisions and conditions of the Note not specifically and expressly amended hereby and all terms, conditions, definitions and provisions of all other loan documents executed and delivered in connection with the Loan Agreement and the other Loan Documents shall remain in full force and effecteffect during the term of this waiver and thereafter. (Signature pages follow) MANUFACTURERS AND TRADERS TRUST COMPANY, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documentsa New York banking institution By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Vice President ACKNOWLEDGED AND AGREED TO BY: “BORROWER” EMERGING VISION, (iv) shall not impairINC. By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan DocumentsPresident & Chief Executive Officer AGREED, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any rightCONSENTED TO AND RATIFIED BY: "GUARANTORS" OG ACQUISITION, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan DocumentsINC. No failure on the part of any Lender to provide a notice hereunder or otherwise exerciseBy: /s/ Xxxxx Xxxxx Xxxxx Xxxxx, and no delay in providing any notice or otherwise exercisingChief Executive Officer COMBINE BUYING GROUP, any rightINC. By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx, powerChief Executive Officer 1725758 ONTARIO INC. D/B/A THE OPTICAL GROUP By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx, remedy or privilege under this Limited WaiverChief Executive Officer VISIONCARE OF CALIFORNIA D/B/A STERLING VISIONCARE By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx, shall operate as a waiver thereofChief Executive Officer EMERGING BUSINESS BROKERAGE, nor shall any single or partial exercise of any rightINC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, powerIts President & Chief Executive Officer EMERGING VISION KING OF PRUSSIA, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other rightINC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, powerIts President & Chief Executive Officer EMERGING VISION USA, remedy or privilegeINC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer EV ACQUISITION, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer EV CONTACTS, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer INSIGHT IPA OF NEW YORK, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer OPTI-CAPITAL, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer SINGER SPECS OF XXXXXXXXXXXX, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer SINGER SPECS, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF BAYSHORE, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF CHAUTAUQUA, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF COLLEGE POINT, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF COMMACK, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF CP, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF CROSSGATES MALL, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF GRAND FORKS, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF HUNTINGTON, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF XXXXXXX, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF JEFFERSON VALLEY, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF LAVALE, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF NEWBURGH, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF ROCKAWAY, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF WARMINSTER, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF XXXXX, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF WEST HEMPSTEAD, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF XXXXXXXXXXXX, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF W.P ROAD, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer XXXXXXXX U.S.A, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION BOS, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION DKM, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF 794 LEXINGTON, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF AVIATION MALL, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF ANNAPOLIS, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF XXXXX MALL, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF BEAVER DAM, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF XXXXXXXX, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF BROOKFIELD SQUARE, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF CALIFORNIA, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF CAMBRIDGE SQUARE, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF CAMP HILL, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF XXXXXXX PARK, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF COLUMBIA MALL, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF DELAFIELD, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF DULLES, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF EAST ROCKAWAY, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF FAIR OAKS, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF XXXXXX ST., INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF GREEN ACRES, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF HAGERSTOWN, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF HEMPSTEAD, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF IRONDEQUOIT, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF ISLANDIA, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF XXXXXXX CITY, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF KENOSHA, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF M STREET, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF MENLO PARK, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF XXXXXXXXXX MALL, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF MYRTLE AVE., INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF NANUET, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF NEWPARK, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF OLEAN, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF ONTARIO XXXXX, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF XXXXXX XXXXX, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF PARAMUS PARK, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF POTOMAC XXXXX, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF SOUTH TOWN PLAZA, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF SPOTSYLVANIA, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF STATEN ISLAND, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF WESTMINSTER, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer VISIONCARE OF CALIFORNIA By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer VISION OPTICAL CO. By: /s/ Xxxxx Xxxxx

Limited Waiver. Subject to the terms and conditions set forth in this Limited Waiver and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, and previously waived until July 31, 20092009 and August 17, 2009 shall be further waived until August 1731, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on August 1731, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment waived by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on August 1731, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, shall not be deemed to be a consent to any amendment, waiver or modification of any term or condition of the Loan Agreement and the other Loan Documents, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilege.