Common use of Limited Waiver Clause in Contracts

Limited Waiver. The Administrative Agent and the Lenders agree to waive (a) any Default or Event of Default arising under any Loan Document as a result of or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.

Limited Waiver. The Consenting Lenders party hereto (constituting the Required Lenders) and the Administrative Agent hereby waive (the “Waiver”), on a one-time basis, the Specified Event of Default. This Waiver shall be effective only to the extent specifically set forth herein and the Lenders agree to waive shall not (a) be construed as a waiver of any breach, Default or Event of Default other than as specifically waived herein nor as a waiver of any breach, Default or Event of Default of which the Lenders have not been informed by the Loan Parties, (b) affect the right of the Lenders to demand compliance by the Loan Parties with all terms and conditions of the Loan Documents, except as specifically modified or waived by this Waiver, (c) be deemed a waiver of any transaction or future action on the part of the Loan Parties requiring the Lenders’ or the Required Lenders’ consent or approval under the Loan Documents, or (d) except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Loan Document, whether arising as a consequence of any Default or Event of Default arising under any Loan Document as a result of or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more other than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to noticesthe Default or Events of Default waived hereby, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with including the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Specified Event of Default shall immediately Default) which may now exist or otherwise, all such rights and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as remedies hereby being expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documentsreserved.

Limited Waiver. The Administrative In reliance upon the representations, warranties and covenants of the Loan Parties contained herein, and subject to the satisfaction of the conditions set forth in Article IV of this Agreement, the Agent and the Lenders agree party hereto hereby waive the Specified Defaults; provided, that the foregoing waiver shall be effective only to waive the extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of any breach, Default or Event of Default other than as specifically waived herein nor as a waiver of any breach, Default or Event of Default of which the Agent or any of the Lenders have not been informed by any Loan Party, (b) affect the right of the Agent or any of the Lenders to demand compliance by each Loan Party with all terms and conditions of the Credit Agreement and the other Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the other Loan Documents, or (d) except as set forth specifically herein, diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default arising under any Loan Document as a result which may now exist or otherwise, and the Agent and each of or the Lenders hereby reserve all of such rights and remedies; provided, further, that if the purchase price for the assignment of the Loans referred to in connection Section 4.04 of this Agreement is not received in full by BPC Lending I LLC (in Dollars and in immediately available funds, and otherwise in accordance with the Simplification Transaction from the period (iBPC Assignment and Acceptance) beginning prior to 2:00 p.m. New York City time on the Consent Effective Date and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectivelyApril 18, 2023, the “Outstanding Obligations”) waivers set forth in this Section 2.01 shall be of no further force or effect and shall be deemed to have been paid never taken effect; provided, further, that until the purchase price for the assignment of the Loans referred to in full; which Section 4.04 is received by BPC Lending I LLC as set forth in any event the immediately foregoing proviso, the Borrower and the other Companies shall not be more than two permitted to take any action (2or to fail to take any action, as applicable) Business Days following the Consent Effective Date; and that would not be permitted to be taken (bor failed to be taken, as applicable) compliance with all terms and conditions in under the Loan Documents with respect to notices, notice periods, required prepayments if a Default or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist had occurred and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documentswas continuing.

Limited Waiver. The Administrative Subject to the satisfaction of the conditions precedent set forth in Section 2 of this Waiver, Agent (at the direction of the Lenders) and the Lenders agree to waive party hereto (aconstituting the Required Lenders) any Default or Event of Default arising under any Loan Document as a result of or in connection with hereby grant the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment TerminationRequested Waiver; provided, howeverthat the 2021 Financials, notwithstanding the foregoing2021 Compliance Certificate, if any Outstanding Obligations remain unpaid after the Maturity Date BoA Financials and the BoA Compliance Certificate are delivered to the Administrative Agent, for delivery to the Lenders on or before June 8, 2021 (as defined or such later date to which the Required Lenders may agree in Section 5 of this Agreement)writing, an Event of Default which shall immediately exist and occur under the Credit Agreement, andinclude, for the avoidance of doubt, no such written confirmation by e-mail); provided, further that the foregoing waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of (i) any breach, Default or Event of Default for any such non-payment is other than as specifically waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver or (ii) any breach, Default or Event of any right, power Default of which Agent or remedy of any Lender or the Administrative Agent under any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, nor, except as expressly provided specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as set forth specifically herein, diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. Upon the expiration of the Requested Waiver, each Potential Event of Default, to the extent not cured prior to the expiration of the Requested Waiver, shall constitute a waiver or amendment an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, to the extent any provision of the Credit Agreement or any other Loan Document is qualified by, or requires the absence of, any Default, a Default shall be deemed to have occurred for purposes of such provisions as a result of the Loan DocumentsPotential Events of Defaults notwithstanding the Requested Waiver.

Limited Waiver. The Administrative Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders agree party hereto hereby grant an extension to waive the Requested Waiver through March 31, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of (i) any breach, Default or Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default arising which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on March 31, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, to the extent any provision of the Credit Agreement or any other Loan Document is qualified by, or requires the absence of, any Default or Event of Default, a Default or Event of Default shall be deemed to have occurred for purposes of such provisions as a result of or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal Specified Events of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, Default notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan DocumentsRequested Waiver.

Limited Waiver. The Administrative 2.1 As of the Effective Date at the Effective Time, for so long as the Gxxxxx Xxxxxxx Subordination Agreement remains in effect, the Agent and each of the Lenders agree hereby waives each actual and prospective Default and Event of Default existing directly as a result of the non-payment of the Gxxxxx Xxxxxxx Note by the Borrower and the resulting event of default under the Gxxxxx Xxxxxxx Note existing prior to waive the date hereof and continuing hereafter under the Gxxxxx Xxxxxxx Note as a result thereof which the Lenders have actual knowledge of (a) the “Known Gxxxxx Xxxxxxx Defaults”); provided that the foregoing waiver shall be limited precisely as written and relates solely to the Known Gxxxxx Xxxxxxx Defaults in the manner they exist on the date hereof and may continue hereafter and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof, and shall not in any way or manner restrict the Agent or any Lender from exercising any rights or remedies they may have with respect to any other Default or Event of Default arising under any Loan Document as a result of or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, andincluding, for the avoidance of doubt, no such any Default or Event of Default for existing as of the date hereof which is not a Known Gxxxxx Xxxxxxx Default) at any such non-payment is waived time in respect of the Agreement or is intended any other Loan Document. Nothing herein shall be deemed to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as constitute a waiver of any rightother term, power provision or condition of the Agreement or any other Loan Document or prejudice any right or remedy of that the Agent or any Lender may have or may in the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documentsfuture have.

Limited Waiver. The Administrative Subject to the satisfaction of the conditions precedent set forth in Section 2 of this Waiver, Agent (at the direction of the Lenders) and the Lenders agree to waive party hereto (aconstituting the Required Lenders) any Default or Event of Default arising under any Loan Document as a result of or in connection with hereby grant the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment TerminationRequested Waiver; provided, howeverthat the 2020 Financials, notwithstanding the foregoing2020 Accountant’s Certificate, if any Outstanding Obligations remain unpaid after the Maturity Date 2020 Compliance Certificate, the BoA Financials, the BoA Accountant’s Certificate and the BoA Compliance Certificate are delivered to the Administrative Agent, for delivery to the Lenders on or before April 20, 2021 (as defined or such later date to which the Required Lenders may agree in Section 5 of this Agreement)writing, an Event of Default which shall immediately exist and occur under the Credit Agreement, andinclude, for the avoidance of doubt, no such written confirmation by e-mail); provided, further, that the foregoing waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of (i) any breach, Default or Event of Default for any such non-payment is other than as specifically waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver or (ii) any breach, Default or Event of any right, power Default of which Agent or remedy of any Lender or the Administrative Agent under any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, nor, except as expressly provided specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as set forth specifically herein, diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. Upon the expiration of the Requested Waiver, each Acknowledged Default, to the extent not cured prior to the expiration of the Requested Waiver, shall constitute a waiver or amendment an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, to the extent any provision of the Credit Agreement or any other Loan Document is qualified by, or requires the absence of, any Default, a Default shall be deemed to have occurred for purposes of such provisions as a result of the Loan DocumentsAcknowledged Defaults notwithstanding the Requested Waiver.

Limited Waiver. The Administrative Agent Subject to the terms and conditions set forth herein, to the compliance by each Obligor and its subsidiaries with this Agreement and in reliance on the representations and warranties of the Obligors herein contained, the Noteholders, to the extent they may lawfully do so, hereby waive provisions of Sections 5.07 and 5.11 of the Indenture to the extent and only to the extent necessary to permit the consummation, in accordance with the terms of the Asset Purchase Agreement in the form filed as an exhibit to the Form S-4, of the sale of assets of the Company and its subsidiaries to Metrocall. Without limiting the generality of Section 8.2 or Section 10.2 hereof, except as specifically waived in this Section or as otherwise specifically provided in this Agreement, the Indenture and the Lenders agree other Indenture Instruments shall remain in full force and effect and are hereby ratified and confirmed, and the foregoing waiver performance of shall be limited precisely as written and is not intended to waive (a) and shall not constitute a waiver of compliance by any Default Obligor with respect to any other provision or condition of the Securities, the Indenture, any other Indenture Instrument or this Agreement or of any other existing or future breach or violation of or Event of Default arising under or with respect to the Securities, the Indenture, any Loan Document other Indenture Instrument, including any breach or violation or Event of Default which occurs in the future as a result of consummation of the Metrocall Transactions, nor prejudice any right or remedy that Noteholders, the Holders or the Trustee may now have or may have in the future under or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectivelySecurities, the “Outstanding Obligations”) have been paid in full; which in Indenture, any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments other Indenture Instrument or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of Obligors acknowledge that this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or does not satisfy the Administrative Agent under any requirements of the Loan Documents, nor, except as expressly provided herein, constitute a Indenture with respect to the amendment thereof or waiver or amendment of thereunder and that neither the execution and delivery hereof by the Noteholders nor any provision of hereof shall be deemed to be a representation or warranty by any of Noteholder to the Loan Documentscontrary or that this Agreement is effective to bind the Trustee.

Limited Waiver. The Administrative Agent and undersigned Required Lenders hereby waive solely during the Lenders agree Waiver Period (as defined below) the Specified Default (which shall be deemed not to waive (a) any Default or Event be continuing for all purposes of Default arising under any Loan Document the Credit Agreement during the Waiver Period). The Waiver Period shall extend from the date hereof until May 30, 2009, unless terminated earlier as a result of the Borrower’s failure to comply with its agreements herein or in connection with referred to herein, or extended at the Simplification Transaction from sole option of the period Required Lenders (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding ObligationsWaiver Period”) have been paid in full; which in any event shall not be more than two (2) Business Days following ). Upon the Consent Effective Date; and (b) compliance with all terms and conditions in termination or expiration of the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement)Waiver Period, an immediate Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived unless cured or is intended to be waived by this Agreementthe Required Lenders. The execution, delivery and effectiveness of this Agreement This waiver shall not, except as not extend beyond the terms expressly provided set forth herein, operate as a waiver of nor impair any right, right or power or remedy of accruing to any Lender or the Administrative Agent under with respect to any other Default or Event of Default. Nothing contained herein shall be deemed to imply any willingness of the Loan DocumentsLenders or the Administrative Agent to agree to any similar or other waiver that may be requested by the Borrowers, nor, or except as to the extent expressly provided set forth herein, constitute a waiver otherwise prejudice, impair or amendment of affect any provision of any rights or remedies of the Administrative Agent or Lenders with respect to the Credit Agreement or other Loan Documents.

Limited Waiver. The Administrative Agent Subject to the terms and conditions set forth in this Agreement and the Lenders agree Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any additional Events of Default, other than the Specified Events of Default, and satisfaction and fulfillment of each of the conditions precedent set forth in Section 4 below and each of the conditions subsequent set forth in Section 5 below, the Lender hereby waives the Specified Events of Default. The waiver agreed to waive herein (ai) is strictly limited to the Specified Events of Default, and except as expressly set forth in this Agreement, 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, (ii) shall not extend nor be deemed to extend to any other Default or Event of Default arising under any Loan Document as a result of that may now exist or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable hereafter arise under the Credit Loan Agreement or any of the other Loan Documents, (collectively, the “Outstanding Obligations”iii) have been paid in full; which in any event shall not be more than two (2) Business Days following impair, restrict or limit any right or remedy of the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents Lender with respect to notices, notice periods, required prepayments any other Default or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately that may now exist and occur or hereafter arise under the Credit Loan Agreement or any of the other Loan Documents, and (iv) 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 Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, LIMITED WAIVER AND FIRST AMENDMENT operate as a waiver thereof, nor shall any single or partial exercise of any right, power power, remedy or remedy privilege under this Agreement preclude any other or further exercise thereof or the exercise of any Lender other right, power, remedy or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documentsprivilege.

Limited Waiver. The Administrative Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders agree party hereto hereby grant an extension to waive the Requested Waiver through January 31, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of (i) any breach, Default or Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default arising which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on January 31, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, to the extent any provision of the Credit Agreement or any other Loan Document is qualified by, or requires the absence of, any Default or Event of Default, a Default or Event of Default shall be deemed to have occurred for purposes of such provisions as a result of or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal Specified Events of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, Default notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan DocumentsRequested Waiver.

Limited Waiver. The Administrative Agent and the Lenders agree to waive (a) any Default or Event of Default (i) existing on or prior to the date hereof arising under any Loan Document Section 7.01 of the Credit Agreement as a result of the breach by the Borrower of Section 5.09 of the Credit Agreement to the extent, and only to the extent, that such Default or in connection with the Simplification Transaction Event of Default resulted or results from the period (i) beginning Borrower’s failure to cause each of its direct and indirect Domestic Subsidiaries to become a Guarantor; provided that each Domestic Subsidiary executes a Guaranty on or prior to the Consent Effective Date and effective date of this Amendment, (ii) ending existing on or prior to the date on which the principal hereof arising under Section 7.01 of and interest on each Loan and all fees payable under the Credit Agreement (collectively, as a result of a breach by the “Outstanding Obligations”) have been paid in full; which in Borrower of any event shall not be more than two (2) Business Days following representation and warranty of the Consent Effective Date; and (b) compliance with all terms and conditions in Credit Agreement by reason of the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with occurrence of the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date Data Security Breach of 2008 (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, as amended) and (iii) existing on or prior to the date hereof arising under Section 7.01 of the Credit Agreement as a result of the breach by the Borrower of Section 6.09 of the Credit Agreement for the avoidance of doubtfiscal quarter ended June 30, no 2009, to the extent, and only to the extent, that such Default or Event of Default for any such non-payment is waived resulted or is intended results from EBITDA being reduced by charges related to be waived by this Agreementthe Data Security Breach of 2008 in an aggregate amount not to exceed $200,000,000. The execution, delivery and effectiveness of this Agreement shall not, except Except as expressly provided hereinset forth in this Section 10, operate nothing contained in this Amendment shall be construed as a consent or waiver of any right, power or remedy of any Lender or by the Administrative Agent under or any Lender of any other covenant or provision of the Credit Agreement or the other Loan Documents, and the failure of the Administrative Agent or the Lenders at any time or times hereafter to require strict performance by the Borrower or any other Loan Party of any provision thereof shall not waive, affect or diminish any rights of the Administrative Agent or the Lenders to thereafter demand strict compliance therewith. Nothing set forth herein shall constitute a course of dealing among the parties, and neither the Administrative Agent nor the Lenders shall have any obligation to further amend, waive or modify any terms and provisions of the Credit Agreement or any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the other Loan Documents.

Limited Waiver. The Administrative Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders agree party hereto hereby grant an extension to waive the Requested Waiver through August 10, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of (i) any breach, Default or Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default arising which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on August 10, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, to the extent any provision of the Credit Agreement or any other Loan Document is qualified by, or requires the absence of, any Default or Event of Default, a Default or Event of Default shall be deemed to have occurred for purposes of such provisions as a result of or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal Specified Events of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, Default notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan DocumentsRequested Waiver.

Limited Waiver. The Company hereby notifies the Administrative Agent and the Lenders of the occurrence and continuance of an Event of Default pursuant to clause (c) of Article VII of the Credit Agreement for failure to comply with Section 5.6 of the Guarantee and Collateral Agreement in connection with the re-domestication and name change of U-Pull-It, North, LLC, an Illinois limited liability company, to LKQ Pick Your Part Midwest, LLC, a Delaware limited liability (such Events of Default, collectively with any other Default or Event of Default that has arisen or may arise directly as a result thereof, the “Specified Events of Default”), and hereby requests that the Required Lenders agree to waive (a) the Specified Events of Default. As of the Amendment No. 5 Effective Date, subject to the satisfaction of the condition precedent set forth in Section 3 above and notwithstanding anything in the Credit Agreement to the contrary, by the execution of this Amendment by the Required Lenders, the Administrative Agent and the Lenders hereby waive the Specified Events of Default; provided, however, that such waiver shall only apply to the Specified Events of Default, and any other Default or Event of Default, whether now existing or hereafter occurring, shall not be subject to or receive the benefit of such waiver. The parties hereto agree that the foregoing does not establish a custom or course of dealing among the Administrative Agent, the Lenders, the Loan Parties or any other Person and, except as expressly contemplated by this Amendment, shall not be deemed to be a consent to any amendment, waiver, modification or alteration of any other term, condition or covenant of the Credit Agreement or any other Loan Document, or waiver, release or limitation upon the exercise by the Administrative Agent or any Lender of any of its rights thereunder. For the avoidance of doubt, if this Amendment does not become effective pursuant to Section 3 above, nothing herein shall serve as a waiver by the Lenders of any Default or Event of Default arising under any Loan Document as a result of or in connection with Default, and the Simplification Transaction from the period (i) beginning on the Consent Effective Date Lenders reserve all rights and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents remedies with respect to notices, notice periods, required prepayments any Default or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan DocumentsDefault.

Limited Waiver. The Administrative (a) Subject to the satisfaction of the conditions set forth in Section 5 below, and in reliance on the representations and warranties contained in Section 4 below, Agent and the Lenders agree to hereby conditionally waive (a) any Default or Event the Specified Events of Default arising under any Loan Document as a result of or Default. The limited conditional waiver set forth in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in this Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, 2 is effective solely for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to purposes set forth herein and shall be waived by this Agreement. The execution, delivery limited precisely as written and effectiveness of this Agreement shall not, except as expressly provided herein, operate as be deemed to (a) be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Financing Document; (b) prejudice any right that Agent or Lenders have or may have in the future under or in connection with the Credit Agreement or any other Financing Document; (c) constitute a consent to or waiver of any past, MidCap / Shimmick / Amendment No. 3 to Credit, Security and Guaranty Agreement MACROBUTTON DocID \\4000-0000-0000 v8 present or future Default or Event of Default (other than the Specified Events of Default) or other violation of any provisions of the Credit Agreement or any other Financing Documents; (d) constitute a waiver of any right, power or remedy condition precedent under Section 7.2 of the Credit Agreement in respect of any Lender advances of the Revolving Loans; (e) create any obligation to forbear from taking any enforcement action, or the Administrative Agent under to make any further extensions of credit; or (f) establish a custom or course of dealing among any of the Loan DocumentsCredit Parties, noron the one hand, except as or Agent or any Lender, on the other hand. Neither Agent nor any Lender has waived (regardless of any delay in exercising such rights and remedies), any Default or Event of Default that may be continuing on the date hereof or any Event of Default that may occur after the date hereof (whether the same or similar to the Specified Events of Default or otherwise), and, other than the Specified Events of Default solely to the extent expressly provided set forth herein, constitute a waiver or amendment no Lender Party has agreed to waive any Events of any provision of Default forbear with respect to any of its rights or remedies concerning any Events of Default, that may have occurred or are continuing as of the Loan Documents.date hereof, or that may occur after the date hereof

Limited Waiver. The Administrative Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders agree party hereto hereby grant an extension to waive the Requested Waiver through April 19, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of (i) any breach, Default or Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default arising which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on April 19, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, to the extent any provision of the Credit Agreement or any other Loan Document is qualified by, or requires the absence of, any Default or Event of Default, a Default or Event of Default shall be deemed to have occurred for purposes of such provisions as a result of or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal Specified Events of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, Default notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan DocumentsRequested Waiver.

Limited Waiver. The Administrative Subject to the satisfaction of the conditions precedent set forth in Section 5 of this Amendment, Agent and the Lenders agree party hereto hereby grant the Requested Waiver through December 31, 2020 unless the Requested Waiver is extended as set forth below; provided, that the foregoing waiver shall be effective only to waive the extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of (i) any breach, Default or Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default arising which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on December 31, 2020 unless extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, to the extent any provision of the Credit Agreement or any other Loan Document is qualified by, or requires the absence of, any Default or Event of Default, a Default or Event of Default shall be deemed to have occurred for purposes of such provisions as a result of or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal Specified Events of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, Default notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan DocumentsRequested Waiver.

Limited Waiver. The Administrative Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders agree party hereto hereby grant an extension to waive the Requested Waiver through June 7, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of (i) any breach, Default or Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default arising which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on June 7, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, to the extent any provision of the Credit Agreement or any other Loan Document is qualified by, or requires the absence of, any Default or Event of Default, a Default or Event of Default shall be deemed to have occurred for purposes of such provisions as a result of or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal Specified Events of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, Default notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan DocumentsRequested Waiver.

Limited Waiver. The Administrative Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders agree party hereto hereby grant an extension to waive the Requested Waiver through May 10, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of (i) any breach, Default or Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default arising which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on May 10, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, to the extent any provision of the Credit Agreement or any other Loan Document is qualified by, or requires the absence of, any Default or Event of Default, a Default or Event of Default shall be deemed to have occurred for purposes of such provisions as a result of or in connection with the Simplification Transaction from Specified Events of Default notwithstanding the period Requested Waiver. The Agent (iat the direction of the Required Lenders) beginning on and Lenders party hereto waive the Consent Effective Date and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents Unqualified Audit Requirement with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, 2020 Financials for the avoidance of doubtFiscal Year ended December 31, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents2020.

Limited Waiver. The Administrative Upon satisfaction of the terms and conditions in ARTICLE III hereof, Agent and the Lenders agree to each Lender hereby waive (a) any Default or each Event of Default arising under any Loan Document that occurred solely as a result of or in connection with the Simplification Transaction from the period (i) beginning the violation of the covenants contained in the Financial Covenants Rider for the Fiscal Quarter of the Borrower ended on the Consent Effective Date and or about February 25, 2000, or (ii) ending on the date on which violation of the principal covenants set forth in PARAGRAPHS A and B of the Financial Covenants Rider for the month ended March 31, 2000. The Borrower is hereby notified that irrespective of (i) any waivers previously granted by Agent and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in Lenders regarding the Loan Documents with respect to noticesAgreement and the Loan Documents, notice periods, required prepayments (ii) any previous failures or designated Person or Persons entitled or required to give or provide any such notices, that, delays of Agent and/or Lenders in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of exercising any right, power or remedy of any Lender privilege under the Loan Agreement or the Administrative Agent under any of the Loan Documents, noror (iii) any previous failures or delays of Agent and/or Lenders in the monitoring or in the requiring of compliance by the Borrower with the duties, obligations, and agreements of the Borrower in the Loan Agreement and the Loan Documents, hereafter the Borrower will be expected to comply strictly with its duties, obligations and agreements under the Loan Agreement and the Loan Documents. Except as expressly provided above, nothing contained in this Amendment or any other communication between Agent and/or Lenders and the Borrower shall be a waiver of any past, present or future violation, default or Event of Default of the Borrower under the Loan Agreement or any Loan Documents. Similarly, Agent and Lenders hereby expressly reserve any rights, privileges and remedies under the Loan Agreement and each Loan Document that Agent and Lenders may have with respect to each violation, default or Event of Default, and any failure by 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 and/or Lenders, except as expressly provided set forth herein, constitute a waiver at any time to exercise any right, privilege or amendment of remedy in connection with the Loan Agreement or any Loan Documents, (ii) amend or alter any provision of the Loan Agreement or any Loan Documents or any other contract or instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of the Borrower or any rights, privilege or remedy of Agent and/or Lenders under the Loan Agreement or any Loan Documents or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent and/or Lenders to any prior, existing or future violations of the Loan DocumentsAgreement or any Loan Document.

Limited Waiver. The Administrative Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders agree party hereto hereby grant an extension to waive the Requested Waiver through February 21, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of (i) any breach, Default or Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default arising which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on February 21, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, to the extent any provision of the Credit Agreement or any other Loan Document is qualified by, or requires the absence of, any Default or Event of Default, a Default or Event of Default shall be deemed to have occurred for purposes of such provisions as a result of or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal Specified Events of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, Default notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan DocumentsRequested Waiver.

Limited Waiver. The Administrative Agent Subject to and on the Lenders agree to waive terms and conditions set forth herein, Bank hereby waives the Existing Defaults; provided however, that such waiver: (a) applies only to the instance specified above and for the times stated, (b) is not a waiver of any subsequent breach of the same provisions of the Loan Agreement or any other Loan Document, (c) shall not extend or apply to, and is not a waiver of any breach of, any other Event of Default (or any event which, with the giving of notice, the lapse of time or both, would constitute an Event of Default (any of the foregoing a “Default”)) other than the Existing Defaults, and (d) is not a waiver of any Event of Default arising under any Section 6.11 of the Loan Document Agreement arising due to the Accounting Errors, unless the defaults under the affected contract(s) or instrument(s) are waived by the other party(ies) thereto on or before December 31, 2009 by a Modification (as a result of or the term is defined in connection with the Simplification Transaction from the period Loan Agreement as amended hereby) that does not: (i) beginning on contain terms that are determined by Bank to be more restrictive or onerous than the Consent Effective Date terms contained in this Amendment and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid result in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist or Default. Nothing herein constitutes a waiver, amendment or forbearance of Borrower’s obligation to pay the Obligations, as and occur under the Credit Agreement, and, for the avoidance of doubt, no such when due. This waiver is not a continuing waiver with respect to any Event of Default for or any such non-payment is waived obligation that Borrower may have under the Loan Agreement or is intended to be waived by this Agreementthe other Loan Documents after the date hereof. The execution, delivery and effectiveness of this Agreement shall not, except Except as expressly provided hereinset forth above, Bank does not waive any failure by Borrower to perform any obligation under the Loan Agreement or any other Loan Document. Except as expressly set forth above, this letter shall not operate as a waiver of of, or as an amendment of, any right, power power, or remedy of Bank under the Loan Agreement or any Lender other Loan Document. Bank reserves all of the rights, powers and remedies available to it under the Loan Documents and applicable law, including the right to cease making advances to Borrower and to accelerate any or all of Borrower's indebtedness if any subsequent breach of the Administrative Agent under same provisions or any other provision of the Loan Documents, nor, except Agreement or any other Loan Document should occur. Bank is not obligated to grant this or any other waiver. Except for the waiver as expressly provided hereinset forth above, constitute a waiver or amendment of any provision of any of the Loan DocumentsAgreement and each other Loan Document shall be and remain in full force and effect in accordance with their respective terms.

Limited Waiver. The Borrowers have advised the Administrative Agent and the Lenders agree that the Borrowers failed to waive include (a) on Schedule 3.5(c) of the Security Agreement two promissory notes executed by Terrafirma in favor of Dura-Base and (b) on Schedule 3.9 of the Security Agreement certain business locations of the Borrowers where tangible items of Collateral are kept in accordance with the terms and provisions of such Section (collectively, the “Specified Failures to Disclose”). While the Borrowers do not believe that either of the Specified Failures to Disclose constitutes a Default or Event of Default under the Credit Agreement, out of an abundance of caution, the Borrowers wish to have the Required Lenders waive any possible Default or Event of Default arising under any Loan Document as a result of or in connection with the Simplification Transaction from the period (i) beginning therefrom. In reliance on the Consent Effective Date representations, warranties, covenants and (ii) ending on agreements contained in this Amendment, and subject to the date on which satisfaction of the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectivelyconditions precedent set forth in Section 6 hereof, the “Outstanding Obligations”) have been paid in full; which in Required Lenders hereby waive any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments possible Default or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default arising solely from the Specified Failures to Disclose. The limited waiver provided in this Section 3 shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such apply solely with regard to any possible Default or Event of Default for arising from the Specified Failures to Disclose, and nothing contained herein shall be deemed a consent to, or waiver of, any such non-payment is waived other action or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any inaction of the Loan Documents, nor, except as expressly provided herein, constitute Borrowers which constitutes (or would constitute) a waiver or amendment violation of any provision of the Credit Agreement or any other Loan Document, or which constitutes (or would constitute) a Default or Event of Default. Neither the Lenders nor the Administrative Agent shall be obligated to grant any future waivers, consents or amendments with respect to any other provision of the Credit Agreement or any other Loan DocumentsDocument.

Limited Waiver. The Administrative Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders agree party hereto hereby grant an extension to waive the Requested Waiver through July 8, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of (i) any breach, Default or Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default arising which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on July 8, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, to the extent any provision of the Credit Agreement or any other Loan Document is qualified by, or requires the absence of, any Default or Event of Default, a Default or Event of Default shall be deemed to have occurred for purposes of such provisions as a result of or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal Specified Events of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, Default notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan DocumentsRequested Waiver.

Limited Waiver. The Administrative Agent Operating PCG and the Lenders Guarantors acknowledge and agree that except as specifically provided herein, nothing herein shall be construed or considered as a waiver by Xxxxxx Capital of any event of default under the Note, the Security Documents or any of the other Transaction and Assumption Documents or a waiver of Xxxxxx Capital's right to waive (a) resort to any Default or Event of Default arising remedy under any Loan Document as a result of such agreements. Operating PCG and the Guarantors acknowledge and agree that in the event Operating PCG and/or any Guarantor default in any respect hereunder or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectivelyForbearance as amended, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and AssumptionNote, the Lien TerminationSecurity Documents or any of the other Transaction and Assumption Documents, Xxxxxx Capital shall have the right to resort to all of its rights and remedies under such any or all of such agreements. Notwithstanding the provisions of this Fifth Amendment providing for forbearance and notwithstanding any prior forbearances or waivers issued by Xxxxxx Capital, Operating PCG and Guarantors acknowledge that Operating PCG and Guarantors are not entitled to any further forbearance, modifications, extensions or waivers other than those set forth herein, either expressly, implicitly, by operation of law or otherwise. No waiver and no modifications, extension, amendment, discharge, or change of the Revolver Commitment Termination; providedForbearance as amended, howeverthe Note, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist Security Documents or other Transaction and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall notAssumption Documents, except as expressly otherwise provided herein, operate shall be valid unless the same is in writing and signed by the party against which the enforcement of such waiver, modification, extension, amendment, discharge, or change is sought. Subject to the provisions of the Forbearance as a waiver of any rightamended, power or remedy of any Lender the Note, the Security Documents or the Administrative Agent under any of the Loan other Transaction and Assumption Documents, northis Fifth Amendment contains the entire agreement between the parties relating to the subject matter of this Fifth Amendment, except as expressly provided and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged herein, constitute a waiver or amendment of any provision of any of the Loan Documents.

Limited Waiver. The Administrative Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders agree party hereto hereby grant an extension to waive the Requested Waiver through March 10, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of (i) any breach, Default or Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default arising which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on March 10, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, to the extent any provision of the Credit Agreement or any other Loan Document is qualified by, or requires the absence of, any Default or Event of Default, a Default or Event of Default shall be deemed to have occurred for purposes of such provisions as a result of or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal Specified Events of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, Default notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan DocumentsRequested Waiver.

Limited Waiver. The Subject to the conditions to effectiveness set forth in Section 4 hereof, the Lenders and the Administrative Agent hereby waive the Existing Default for the Fiscal Quarter ending March 31, 2020. This waiver shall be effective only to the extent specifically set forth herein and the Lenders agree to waive shall not (a) be construed as a waiver of any breach, Default or Event of Default other than as specifically waived herein nor as a waiver of any breach, Default or Event of Default of which the Lenders have not been informed by the Loan Parties, (b) affect the right of the Lenders to demand compliance by the Loan Parties with all terms and conditions of the Loan Documents, except as specifically modified or waived by this Fourth Amendment, (c) be deemed a waiver of any transaction or future action on the part of the Loan Parties requiring the Lenders’ or the Required Lenders’ consent or approval under the Loan Documents, or (d) except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Loan Document, whether arising as a consequence of any Default or Event of Default arising under any Loan Document as a result of (other than the Existing Default) which may now exist or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date otherwise, all such rights and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreementremedies hereby being expressly reserved. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.EXHIBIT 10.1

Limited Waiver. The Administrative Agent and the Lenders agree to waive (a) In reliance upon the representations, warranties and covenants of the Loan Parties contained in this Amendment/Waiver, and upon the terms and subject to the conditions of this Amendment/Waiver, effective as of the Waiver Effective Date, each of the Consenting Lenders hereby waives the Specified Events until the Limited Waiver Period ends in accordance with its terms (the “Limited Waiver”). The Borrower acknowledges and agrees that the Limited Waiver is a one-time waiver and is limited to the extent specifically set forth herein and no other terms, covenants or provisions of the Credit Agreement or any other Loan Document are intended pursuant to this Section 3 to (or shall) be affected hereby, all of which remain in full force and effect unaffected hereby. Except for the Specified Events during the Limited Waiver Period as described in the first sentence of this Section 3(a), each Loan Party acknowledges and agrees that the Limited Waiver shall not waive (or be deemed to be or constitute a waiver of) any covenant, term or provision in the Credit Agreement or any other Loan Document (or any breach thereof or any Default or Event of Default arising under any Loan Document as a result of or in connection with the Simplification Transaction from the period (iDefault) beginning on the Consent Effective Date and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall notor, except as expressly provided herein, operate as a waiver of any righthinder, power restrict or remedy of any Lender or the Administrative Agent under otherwise modify any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision rights and remedies of any of the Lenders in respect of any present or future Default or Event of Default (whether or not related to the Specified Events) under the Credit Agreement or any other Loan DocumentsDocument, at law, in equity or otherwise.

Limited Waiver. The In reliance upon the representations, warranties, covenants and agreements contained in this Limited Waiver, and subject to the conditions precedent set forth in Section 2 hereof, Administrative Agent and the Required Lenders agree hereby permanently waive the Potential Defaults for all purposes under the Loan Documents. The waiver provided in this Section 1 shall apply solely with regard to waive the Potential Defaults, and nothing contained in this Limited Waiver shall be deemed a consent to, or waiver of, any other action or inaction of Borrower or any other Loan Party that constitutes (aor would constitute) a violation of or a departure from any provision of the Credit Agreement or any other Loan Document, or which constitutes (or would constitute) a Default or Event of Default arising under Default. The waiver described in this Section 1 is a one-time waiver limited to the 2020 Unqualified Audit Requirement and in no way affects or alters Borrower’s obligation to deliver to Administrative Agent its audited financial statements for the fiscal year ended December 31, 2020 at such time and containing such information as is required by Section 6.01(a) of the Credit Agreement. Neither Lenders nor Administrative Agent shall be obligated to grant any Loan Document as a result future waivers, consents or amendments with respect to Section 6.01(a) of or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in or any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 other provision of this Agreement), an Event of Default shall immediately exist and occur under the Credit AgreementAgreement or of any other Loan Document. Other than the waiver provided for in this Section 1, and, for the avoidance Borrower and Guarantors hereby agree and acknowledge that no course of doubt, dealing and no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of delay in exercising any right, power or remedy of conferred on Administrative Agent or any Lender in the Credit Agreement or the Administrative Agent under in any of the other Loan DocumentsDocument or now or hereafter existing at law, norin equity, except by statute or otherwise shall operate as expressly provided herein, constitute a waiver of or amendment of otherwise prejudice any provision of any of the Loan Documentssuch right, power or remedy.

Limited Waiver. The Administrative Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders agree party hereto hereby grant an extension to waive the Requested Waiver through August 31, 2021 (subject to further extension as may be granted as set forth below); provided, that the foregoing waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of (i) any breach, Default or Event of Default other than as specifically waived herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by any Loan Party, (b) affect the right of Agent or any of the Lenders to demand strict compliance by each Loan Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default arising which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies. It is understood and agreed that the Requested Waiver is temporary and shall expire on August 31, 2021 unless further extended by the Agent (at the direction of the Required Lenders in their sole discretion). Upon the expiration of the Requested Waiver, the Specified Events of Defaults shall constitute an immediate Event of Default under the Credit Agreement. For the avoidance of doubt and notwithstanding anything herein to the contrary, during the period in which the Requested Waiver is in effect, to the extent any provision of the Credit Agreement or any other Loan Document is qualified by, or requires the absence of, any Default or Event of Default, a Default or Event of Default shall be deemed to have occurred for purposes of such provisions as a result of or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal Specified Events of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, Default notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived by this Agreement. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan DocumentsRequested Waiver.

Limited Waiver. The (a) Effective only as of the Fifth Amendment Effective Date, subject to the following terms and conditions and in reliance upon the representations, warranties and covenants set forth in Section 7 below, the Administrative Agent and Required Lenders hereby waive the Lenders agree Specified Events of Default. For avoidance of doubt, the foregoing Limited Waiver shall not be deemed to waive (a) be a waiver of any other existing or hereafter arising Defaults or Events of Default or Event any other deviation from the express terms of Default arising the Credit Agreement or any other Loan Document. This is a Limited Waiver and shall not be deemed to constitute a consent or waiver of any other term, provision or condition of the Credit Agreement or any other Loan Document, as applicable, or to prejudice any right or remedy (except with respect to the Specified Events of Default) that the Administrative Agent, the Collateral Agent or any Lender may now have or may have in the future under any Loan Document as a result of or in connection with the Simplification Transaction from Credit Agreement or any other Loan Document, including, without limitation, the period right to: (i) beginning on declare all or any portion of the Consent Effective Date Term Loans then outstanding to be accelerated and (ii) ending on due and payable, whereupon all or such portion of the date on which the aggregate principal of all Term Loans, all accrued and unpaid interest on each Loan thereon (including interest at the Post-Default [Fifth Amendment to Credit Agreement] Rate), all fees and all fees other amounts payable under the Credit Agreement (collectivelyas amended by this Fifth Amendment) and the other Loan Documents shall become due and payable immediately, together with the “Outstanding Obligations”payment of the Prepayment Premium (with such term as amended by the June 2023 Consent) have been paid in full; with respect to the Term Loans so repaid, without presentment, demand, protest or further notice of any kind, all of which in any event shall not be more than two (2) Business Days following the Consent Effective Dateare hereby expressly waived by each Loan Party; and (bii) compliance with exercise any and all terms of its other rights and conditions in the Loan Documents with respect to noticesremedies under applicable law, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived or is intended to be waived Agreement (as amended by this AgreementFifth Amendment) and the other Loan Documents. The execution, delivery This is a Limited Waiver and effectiveness is conditioned upon the Loan Parties’ compliance with each provision of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan DocumentsFifth Amendment.

Limited Waiver. The Administrative Agent and undersigned Required Lenders hereby waive solely during the Waiver Period (as defined below) the Specified Default (which shall be deemed not to be continuing for all purposes of the Credit Agreement during the Waiver Period). The Waiver Period shall extend from the date hereof until May 30, 2009, unless terminated earlier as a result of the Borrower’s failure to comply with its agreements herein or referred to herein, or extended at the sole option of the Required Lenders agree to waive (a) any the “Waiver Period”). Upon the termination or expiration of the Waiver Period, an immediate Default or Event of Default arising under any Loan Document as a result of or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under the Credit Agreement, and, for the avoidance of doubt, no such Event of Default for any such non-payment is waived unless cured or is intended to be waived by this Agreementthe Required Lenders. The execution, delivery and effectiveness of this Agreement This waiver shall not, except as not extend beyond the terms expressly provided set forth herein, operate as a waiver of nor impair any right, right or power or remedy of accruing to any Lender or the Administrative Agent under with respect to any other Default or Event of Default. Nothing contained herein shall be deemed to imply any willingness of the Loan DocumentsLenders or the Administrative Agent to agree to any similar or other waiver that may be requested by the Borrowers, nor, or except as to the extent expressly provided set forth herein, constitute a waiver otherwise prejudice, impair or amendment of affect any provision of any rights or remedies of the Administrative Agent or Lenders with respect to the Credit Agreement or other Loan Documents.

Limited Waiver. The Effective as of and from the Amendment Effective Date, the Administrative Agent and the Lenders agree to party hereto (constituting the Required Lenders) hereby waive any Change in Control under clause (a) or clause (c) of the definition thereof that directly results from the issuance of any Permitted Disqualified Capital Stock or Qualified Capital Stock contemplated by this Amendment (the “Specified Event of Default”); provided that if, at any time on or after the Amendment Effective Date, clause (a) or (c) of such definition would be satisfied (with respect to any one or more purchasers of any such Permitted Disqualified Capital Stock or Qualified Capital Stock, individually or in the aggregate) if each clause were modified by replacing “40%” with “50%” therein, (x) such event shall constitute an immediate Event of Default under the Credit Agreement and (y) the Loan Documents shall apply in all respects, and the Administrative Agent and the Lenders shall have all rights and remedies thereunder, as if the foregoing waiver had never been granted. Notwithstanding anything to the contrary herein, the waiver contemplated by the first sentence of this Section 2.10 shall apply only to the waiver of the Specified Event of Default and to no other term, condition or other provision of the Credit Agreement or any other Loan Document (including any and all other amendments, consents, waivers, supplements or other modifications thereto) or, upon and after the effectiveness thereof, to any Default or Event of Default arising under (including any Loan Document as a result of Default or in connection with the Simplification Transaction from the period (i) beginning on the Consent Effective Date and (ii) ending on the date on which the principal of and interest on each Loan and all fees payable under the Credit Agreement (collectively, the “Outstanding Obligations”) have been paid in full; which in any event shall not be more than two (2) Business Days following the Consent Effective Date; and (b) compliance with all terms and conditions in the Loan Documents with respect to notices, notice periods, required prepayments or designated Person or Persons entitled or required to give or provide any such notices, that, in each case would have been required in connection with the Assignment and Assumption, the Lien Termination, or the Revolver Commitment Termination; provided, however, notwithstanding the foregoing, if any Outstanding Obligations remain unpaid after the Maturity Date (as defined in Section 5 of this Agreement), an Event of Default shall immediately exist and occur under resulting from a Change in Control that is not the Credit Agreement, and, for the avoidance of doubt, no such Specified Event of Default for any such non-payment is waived Default) which may have occurred and be continuing or is intended to be waived by this Agreementmay occur in the future. The execution, delivery and effectiveness of this Agreement Amendment shall not, except as expressly provided hereincontemplated by this Section 2.10 and then only on and after the Amendment Effective Date, operate as a waiver of any right, power or remedy of any Lender the Lenders or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, nor constitute a waiver or amendment of any other provision of any of the Loan DocumentsDocuments or for any purpose except as expressly set forth herein.