Common use of Limited Waiver and Consent Clause in Contracts

Limited Waiver and Consent. (a) Borrower acknowledges that each Designated Default constitutes an Event of Default under Section 6.1(c) of the Credit Agreement. Pursuant to the request of Borrower, and notwithstanding the provisions of Section 4.12(b) of the Credit Agreement and subject to Section 3 hereof, Bank hereby waives the Foreign Subsidiary Designated Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Foreign Subsidiary Designated Default; provided that all of the Cayman Deliverables are completed by not later than 45 days after the date of this Amendment and Waiver. Pursuant to the request of Borrower, and notwithstanding the provisions of Section 4.9(a) of the Credit Agreement and subject to Section 3 hereof, Bank hereby waives the Net Income Designated Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Net Income Designated Default. Pursuant to the request of Borrower, and notwithstanding the provisions of Section 4.3(a) of the Credit Agreement and subject to Section 3 hereof, Bank hereby waives the Audited Financials Designated Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Audited Financials Designated Default; provided that the financial statements for fiscal year 2011 and the auditing firm’s report and opinion, each as required by Section 4.3(a) of the Credit Agreement, shall be delivered by not later than November 30, 2012, and the failure to deliver any such documents by such date shall constitute an Event of Default under Section 6.1(c) of the Credit Agreement and the 20-day cure period set forth therein shall not apply to any such failure. (b) Pursuant to the request of Borrower, and notwithstanding the provisions of Section 6.1(h) of the Credit Agreement and subject to Section 3 hereof, Bank hereby consents to the consummation of the Going Public Transaction; provided that at the time of the effectiveness of the Going Public Transaction (the “Effective Time”), (i) the representations and warranties of Borrower and any of its subsidiaries contained in the Credit Agreement and in each of the other Loan Documents shall be true on and as of the Effective Time, with the same effect as though such representations and warranties had been made on and as of the Effective Time except to the extent that any representation or warranty specifically refers to an earlier date, in which case such representation or warranty shall be true as of such earlier date, (ii) no event or circumstance that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect shall have occurred and be continuing or shall exist, (iii) no Event of Default and no condition, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable in any such case, would constitute such an Event of Default, shall have occurred and be continuing or shall exist, and (iv) Bank shall be satisfied in its reasonable discretion with amendments to the Certificate of Incorporation and bylaws of Borrower and shall have received a certificate substantially similar to the certificate described in Section 3(a)(iii) below with respect thereto. The limited waiver and consent set forth in the preceding paragraphs (a) and (b) (i) shall be limited precisely as written, and the limited consent set forth in the preceding paragraph (b) is provided solely for the purpose of permitting Borrower to consummate the Going Public Transaction without violating the provisions of Section 6.1(h) of the Credit Agreement, (ii) shall not be deemed to be an amendment of, consent to or waiver of Sections 4.3(a), 4.9(a), 4.12(b), 6.1(c) or 6.1(h) of the Credit Agreement in any other instance or of any other terms or conditions of the Credit Agreement, any other Loan Document or any other document related to the Credit Agreement, (iii) shall not extend nor be deemed to extend to any Event of Default or any condition, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable in any such case, would constitute such an Event of Default that may now exist or hereafter arise under the Credit Agreement, whether similar or dissimilar to any Designated Default or the Going Public Transaction, (iv) shall not impair, restrict or limit any right or remedy of Bank with respect to any Event of Default or any condition, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable in any such case, would constitute such an Event of Default that may now exist or hereafter arise under the Credit Agreement, and (v) shall not constitute any course of dealing or other basis for altering any obligation of Borrower or any right, privilege or remedy of Bank under the Credit Agreement or any other Loan Document. Except as expressly stated herein, Bank reserves all rights, privileges and remedies under the Credit Agreement and all other Loan Documents.

Limited Waiver and Consent. 5.1 Waiver and consent Subject to the terms and conditions of this Fourth Amendment and in reliance on the representations and warranties made pursuant to Clause ‎2 (Representations and Warranties) hereof, the Lender: (a) Borrower acknowledges that each Designated permanently waives any Default constitutes an or Event of Default under Section 6.1(carising from any breach of clause 20.1 (Liquidity Test) of the Credit Agreement. Pursuant Facility Agreement that occurred prior to the request of Borrower, and notwithstanding the provisions of Section 4.12(b) of the Credit Agreement and subject to Section 3 hereof, Bank hereby waives the Foreign Subsidiary Designated Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Foreign Subsidiary Designated Default; provided that all of the Cayman Deliverables are completed by not later than 45 days after the date of this Amendment and Waiver. Pursuant Fourth Amendment; (b) waives the requirements of clause 4.2 (Further conditions precedent) of the Facility Agreement solely with respect to any additional drawdown of the Facility contemplated by the amendments to the request Facility Agreement set forth in Clause 3.1 (Overrun Facility Commitment) hereof; (c) notwithstanding clause 5.1 (Delivery of Borrowera Utilisation Request) of the Facility Agreement, and consents to the delivery of a duly completed Utilisation Request in respect of the Overrun Facility Commitment (as defined in Clause 3.1 above) not later than 10:00a.m. (London time) one Business Day before the proposed Utilisation Date; and (d) notwithstanding clause 5.4 (Availability of Loans) of the Facility Agreement, agrees that any Loan made in connection with the Overrun Facility Commitment shall be made available in the account of the Borrower maintained with JPMorgan Chase Bank, N.A. with account number 113473723. 5.2 Limitation of waivers (a) Without limiting the generality of the provisions of Section 4.9(aclause 32 (Remedies and Waivers) of the Credit Agreement Facility Agreement, the waivers set forth above shall be limited precisely as written and subject relate solely to Section 3 hereof, Bank hereby waives any non-compliance by the Net Income Designated Default and Obligors with the Event of Default under Section 6.1(c) terms of the Credit Facility Agreement directly resulting from in the Net Income Designated Default. Pursuant manner and to the request of Borrowerextent described above, and notwithstanding the provisions of Section 4.3(a) of the Credit Agreement and subject nothing in this Fourth Amendment shall be deemed to Section 3 hereof, Bank hereby waives the Audited Financials Designated Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Audited Financials Designated Default; provided prejudice any right or remedy that the financial statements for fiscal year 2011 and Lender may now have or may have in the auditing firm’s report and opinion, each as required by Section 4.3(a) of future under or in connection with the Credit Agreement, shall be delivered by not later than November 30, 2012, and the failure Finance Documents or any other instrument or agreement referred to deliver any such documents by such date shall constitute an Event of Default under Section 6.1(c) of the Credit Agreement and the 20-day cure period set forth therein shall not apply to any such failuretherein. (b) Pursuant to the request of Borrower, and notwithstanding the provisions of Section 6.1(h) of the Credit Agreement and subject to Section 3 hereof, Bank hereby consents to the consummation of the Going Public Transaction; provided that at the time of the effectiveness of the Going Public Transaction (the “Effective Time”), (i) the representations and warranties of Borrower and any of its subsidiaries contained in the Credit Agreement and in each of the other Loan Documents shall be true on and Except as of the Effective Time, with the same effect as though such representations and warranties had been made on and as of the Effective Time except to the extent that any representation or warranty specifically refers to an earlier date, in which case such representation or warranty shall be true as of such earlier date, (ii) no event or circumstance that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect shall have occurred and be continuing or shall exist, (iii) no Event of Default and no condition, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable in any such case, would constitute such an Event of Default, shall have occurred and be continuing or shall exist, and (iv) Bank shall be satisfied in its reasonable discretion with amendments to the Certificate of Incorporation and bylaws of Borrower and shall have received a certificate substantially similar to the certificate described in Section 3(a)(iii) below with respect thereto. The limited waiver and consent expressly set forth in herein, the preceding paragraphs (a) terms, provisions and (b) (i) shall be limited precisely as written, and the limited consent set forth in the preceding paragraph (b) is provided solely for the purpose of permitting Borrower to consummate the Going Public Transaction without violating the provisions of Section 6.1(h) of the Credit Agreement, (ii) shall not be deemed to be an amendment of, consent to or waiver of Sections 4.3(a), 4.9(a), 4.12(b), 6.1(c) or 6.1(h) of the Credit Agreement in any other instance or of any other terms or conditions of the Credit Agreement, any other Loan Document or any other document related to the Credit Agreement, (iii) shall not extend nor be deemed to extend to any Event of Default or any condition, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable in any such case, would constitute such an Event of Default that may now exist or hereafter arise under the Credit Agreement, whether similar or dissimilar to any Designated Default or the Going Public Transaction, (iv) shall not impair, restrict or limit any right or remedy of Bank with respect to any Event of Default or any condition, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable in any such case, would constitute such an Event of Default that may now exist or hereafter arise under the Credit Agreement, and (v) shall not constitute any course of dealing or other basis for altering any obligation of Borrower or any right, privilege or remedy of Bank under the Credit Agreement or any other Loan Document. Except as expressly stated herein, Bank reserves all rights, privileges and remedies under the Credit Facility Agreement and the other Finance Documents shall remain in full force and effect and in all other Loan Documentsrespects are hereby ratified and confirmed.

Limited Waiver and Consent. (a) Borrower acknowledges that each Designated Default constitutes an Event of Default under Section 6.1(c) Effective as of the Credit Closing Date, the 2018 Holder hereby waives any term or condition of any Transaction Document (as defined in the 2018 Agreement. Pursuant ) that would otherwise restrict or prohibit the issuance of the Securities hereunder or pursuant to the request terms of Borrowerthe Notes, solely with respect to the issuance of the Securities hereunder and pursuant to the terms of the Notes, and notwithstanding the provisions of Section 4.12(b) of the Credit Agreement and subject to Section 3 hereof, Bank hereby waives the Foreign Subsidiary Designated Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Foreign Subsidiary Designated Default; provided that all of the Cayman Deliverables are completed by not later than 45 days after the date of this Amendment and Waiver. Pursuant to the request of Borrower, and notwithstanding the provisions of Section 4.9(a) of the Credit Agreement and subject to Section 3 hereof, Bank hereby waives the Net Income Designated Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Net Income Designated Default. Pursuant to the request of Borrower, and notwithstanding the provisions of Section 4.3(a) of the Credit Agreement and subject to Section 3 hereof, Bank hereby waives the Audited Financials Designated Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Audited Financials Designated Default; provided that the financial statements for fiscal year 2011 and the auditing firm’s report and opinion, each as required by Section 4.3(a) of the Credit Agreement, shall be delivered by not later than November 30, 2012, and the failure to deliver any such documents by such date shall constitute an Event of Default under Section 6.1(c) of the Credit Agreement and the 20-day cure period set forth therein shall not apply with respect to any such failure. (b) Pursuant to the request of Borrower, other issuance or transaction and notwithstanding the provisions of Section 6.1(h) of the Credit Agreement and subject to Section 3 hereof, Bank hereby consents to the consummation of the Going Public Transaction; provided that at the time of the effectiveness of the Going Public Transaction (the “Effective Time”), (ix) the representations Notes ranking pari passu with the 2018 Note and warranties of Borrower (y) amending and any of its subsidiaries contained restating the Security Documents (as defined in the Credit Agreement 2018 Securities Purchase Agreement) as the Security Documents (as defined herein). For the avoidance of doubt, after giving effect to such limited waiver and in each of consent on the other Loan Closing Date, the Notes shall constitute “Permitted Indebtedness” under the 2018 Note and the liens arising under the Security Documents with respect to the Notes shall be true on and constitute “Permitted Liens” under the 2018 Note. Effective as of the Effective TimeClosing Date, with but only until the same effect earlier to occur of (A) the Stockholder Approval Date (as though such representations defined below) and warranties had been made on and (B) the Stockholder Meeting Deadline (as of the Effective Time except to the extent that any representation or warranty specifically refers to an earlier date, in which case such representation or warranty shall be true as of defined below) (such earlier date, the “Reduced Share Reservation Deadline”) (iiat which point in time the waiver provided in this sentence shall be of no further force and effect), the 2018 Holder hereby waives, in part, the share reservation requirements of the 2018 Note and the 2018 Agreement (as defined below) no event or circumstance such that has caused or evidencesthe Company shall not be required to reserve more than the Initial Share Reservation Amount of Common Stock for issuance pursuant to the terms of the Notes and the 2018 Notes, either in any case or in the aggregate. Effective as of the Closing Date, a Material Adverse Effect shall have occurred and be continuing or shall existthe 2018 Holder hereby waives, in part, (iiiI) no Event of Default and no condition, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable in any such case, would constitute such an Event of Default, shall have occurred and be continuing or shall exist, and (iv) Bank shall be satisfied in its reasonable discretion with amendments to the Certificate of Incorporation and bylaws of Borrower and shall have received a certificate substantially similar to the certificate described in Section 3(a)(iii) below with respect thereto. The limited waiver and consent set forth in the preceding paragraphs (a) and (b) (i) shall be limited precisely as written, and the limited consent set forth in the preceding paragraph (b) is provided solely for the purpose of permitting Borrower to consummate the Going Public Transaction without violating the provisions of Section 6.1(h13(b) of the Credit Agreement2018 Note solely to the extent any action or omission, (ii) shall not as applicable, results in any breach thereof, while such action or omission, as applicable, would otherwise be deemed to be an amendment of, consent to or waiver of Sections 4.3(a), 4.9(a), 4.12(b), 6.1(c) or 6.1(hpermitted under Section 15(b) of the Credit Agreement Notes, (II) Section 13(d) of the 2018 Note solely to the extent any action or omission, as applicable, results in any other instance breach thereof, while such action or of any other terms or conditions omission, as applicable, would otherwise be permitted under Section 15(d) of the Credit AgreementNotes, any other Loan Document or any other document related (III) Section 4(k) of the 2018 SPA solely to the Credit Agreementextent any action or omission, (iii) shall not extend nor be deemed to extend to any Event of Default or any conditionas applicable, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable results in any breach thereof, while such caseaction or omission, as applicable, would constitute such an Event otherwise be permitted under Section 4(k) of Default that may now exist this Agreement and (IV) Section 4(o) of the 2018 SPA solely to the extent any action or hereafter arise under the Credit Agreementomission, whether similar or dissimilar to any Designated Default or the Going Public Transactionas applicable, (iv) shall not impair, restrict or limit any right or remedy of Bank with respect to any Event of Default or any condition, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable results in any breach thereof, while such caseaction or omission, as applicable, would constitute such an Event otherwise be permitted under Section 4(o) of Default that may now exist or hereafter arise under the Credit this Agreement, and (v) shall not constitute any course of dealing or other basis for altering any obligation of Borrower or any right, privilege or remedy of Bank under the Credit Agreement or any other Loan Document. Except as expressly stated herein, Bank reserves all rights, privileges and remedies under the Credit Agreement and all other Loan Documents.

Limited Waiver and Consent. The Borrower has (a) advised the Lender that the Borrower acknowledges that each Designated Default constitutes an Event of Default under has failed to comply with Section 6.1(c) of the Credit Agreement. Pursuant to the request of Borrower, and notwithstanding the provisions of Section 4.12(b) 5.11 of the Credit Agreement and subject to Section 3 hereof4.04 of the Intercreditor Agreement in connection with the creation of its new Subsidiary named Acxiom UWS, Bank hereby waives the Foreign Subsidiary Designated Default and the Event of Ltd., which failure constitutes a Default under Section 6.1(c) the terms of the Credit Agreement directly resulting from (the Foreign Subsidiary Designated "Existing Default; provided that all of the Cayman Deliverables are completed by not later than 45 days after the date of this Amendment and Waiver. Pursuant to the request of Borrower"), and notwithstanding the provisions of Section 4.9(a) of the Credit Agreement and subject to Section 3 hereof, Bank hereby waives the Net Income Designated Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Net Income Designated Default. Pursuant to the request of Borrower, and notwithstanding the provisions of Section 4.3(a) of the Credit Agreement and subject to Section 3 hereof, Bank hereby waives the Audited Financials Designated Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Audited Financials Designated Default; provided that the financial statements for fiscal year 2011 and the auditing firm’s report and opinion, each as required by Section 4.3(a) of the Credit Agreement, shall be delivered by not later than November 30, 2012, and the failure to deliver any such documents by such date shall constitute an Event of Default under Section 6.1(c) of the Credit Agreement and the 20-day cure period set forth therein shall not apply to any such failure. (b) Pursuant to requested that the request of BorrowerLender waive such Existing Default, and notwithstanding (c) requested that the provisions of Section 6.1(h) of the Credit Agreement and subject Lender consent to Section 3 hereof, Bank hereby consents to the consummation of the Going Public Transaction; provided that at the time of the effectiveness of the Going Public Transaction (the “Effective Time”), (i) the representations incurrence of the indebtedness evidenced by the New Subordinated Debt Issuance, and warranties (ii) the application of Borrower and any of its subsidiaries contained the proceeds thereof as described in the Credit Agreement (as hereby amended). In reliance on the representations, warranties, covenants and agreements contained in each this First Amendment, the Lender hereby (A) waives the Existing Default (such waiver being referred to herein as the "Limited Waiver"), and (B) consents to (1) the incurrence of the other Loan Documents shall be true on indebtedness evidenced by the New Subordinated Debt Issuance, and as (2) the application of the Effective Time, with proceeds thereof as follows: (i) either (aa) the same effect as though such representations and warranties had been made on and as prepayment in full of the Effective Time except Senior Notes directly, or (bb) to reimburse the extent that any representation or warranty specifically refers to an earlier date, issuer of the letter of credit supporting the payment of the Senior Notes for a draw thereunder of all amounts owed in which case such representation or warranty shall be true as respect of such earlier date, the Senior Notes; (ii) no event the redemption in full of the May & Speh Notes or circumstance that has caused or evidencesif the May & Speh Notes xxx converted in accordancx xxth the terms thereof, either in any case or in then to the aggregate, a Material Adverse Effect shall have occurred prepayment of the Revolving Loan (without reduction of the revolving commitments under the Revolving Credit Agreement); and be continuing or shall exist, (iii) no Event the prepayment of Default the outstanding amount of the Revolving Loans (the consents described in clauses (B)(1) and no condition(2) being collectively referred to herein as the "Limited Consents"); provided, event or act which with that the passage Limited Waiver and the Limited Consents are expressly limited as follows: (x) such waiver and consents are limited solely to the Limited Waiver and Limited Consents, (y) such Limited Waiver and Limited Consents shall not be applicable to any provision of time to cure such condition, event or act, or the giving of notice or both, if applicable in any such case, would constitute such an Event of Default, shall have occurred and be continuing or shall existLoan Document other than as expressly set forth herein, and (ivz) Bank such Limited Waiver and Limited Consents are limited, one-time waivers and consents and nothing contained herein shall be satisfied in its reasonable discretion with amendments obligate the Lender to the Certificate of Incorporation and bylaws of Borrower and shall have received a certificate substantially similar to the certificate described in Section 3(a)(iii) below with respect thereto. The limited grant any additional or future waiver and or consent set forth in the preceding paragraphs (a) and (b) (i) shall be limited precisely as written, and the limited consent set forth in the preceding paragraph (b) is provided solely for the purpose of permitting Borrower to consummate the Going Public Transaction without violating the provisions of Section 6.1(h) of the Credit Agreement, (ii) shall not be deemed to be an amendment of, consent to or waiver of Sections 4.3(a), 4.9(a), 4.12(b), 6.1(c) or 6.1(h) of the Credit Agreement in any other instance or of any other terms or conditions of the Credit Agreement, any other Loan Document or any other document related to the Credit Agreement, (iii) shall not extend nor be deemed to extend to any Event of Default or any condition, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable in any such case, would constitute such an Event of Default that may now exist or hereafter arise under the Credit Agreement, whether similar or dissimilar to any Designated Default or the Going Public Transaction, (iv) shall not impair, restrict or limit any right or remedy of Bank with respect to any Event provision of Default or any condition, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable in any such case, would constitute such an Event of Default that may now exist or hereafter arise under the Credit Agreement, and (v) shall not constitute any course of dealing or other basis for altering any obligation of Borrower or any right, privilege or remedy of Bank under the Credit Agreement or any other Loan Document. Except as expressly stated herein, Bank reserves all rights, privileges and remedies under the Credit Agreement and all other Loan Documents.

Limited Waiver and Consent. (a) Borrower acknowledges Amendment Parties have informed Administrative Agent and the Lenders that each Designated a consent from the LGO Landlords under the LGO Master Lease expressly agreeing to the add-back of the Customer Receivership Charge is not being sought; provided, however, if, on or before December 1, 2017 (or such later date as Administrative Agent may agree in its sole and absolute discretion), LGO Landlords determine that the Customer Receivership Charge is not permitted as an add-back under the LGO Master Lease and, as a result thereof, an event of default has occurred thereunder solely as a result of the Loan Parties’ failure to comply with the financial covenants due to the Customer Receivership Charge not being permitted as an add-back for any prior period during which the Customer Receivership Charge had been taken as an add-back (a “Customer Charge Covenant Default”), then Administrative Agent and the Lenders hereby agree that the Customer Charge Covenant Default constitutes shall not constitute a Default or an Event of Default under Section 6.1(cthe Loan Agreement so long as (i) the LGO Landlords are not exercising remedies under the LGO Master Lease for any reason, including a Customer Charge Covenant Default, nor have they notified Amendment Parties or the Administrative Agent in writing of their intent to commence the enforcement of remedies under the LGO Master Lease due to the Customer Charge Covenant Default, and (ii) on or before the day that is ninety (90) days following the earlier to occur of (A) receipt by Amendment Parties of written notice of the Credit Agreement. Pursuant Customer Charge Covenant Default or (B) receipt by Administrative Agent of written notice of the Customer Charge Covenant Default (or such longer period as Administrative Agent may agree in its sole and absolute discretion), Amendment Parties cure or obtain a waiver or amendment from the LGO Landlords with respect to the request of BorrowerCustomer Charge Covenant Default curing, and notwithstanding waiving or revising the provisions of Section 4.12(b) of LGO Master Lease, as applicable, so the Credit Agreement and subject to Section 3 hereof, Bank hereby waives the Foreign Subsidiary Designated Customer Charge Covenant Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Foreign Subsidiary Designated Default; provided that all of the Cayman Deliverables are completed by not later than 45 days after the date of this Amendment and Waiver. Pursuant to the request of Borrower, and notwithstanding the provisions of Section 4.9(a) of the Credit Agreement and subject to Section 3 hereof, Bank hereby waives the Net Income Designated Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Net Income Designated Default. Pursuant to the request of Borrower, and notwithstanding the provisions of Section 4.3(a) of the Credit Agreement and subject to Section 3 hereof, Bank hereby waives the Audited Financials Designated Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Audited Financials Designated Default; provided that the financial statements for fiscal year 2011 and the auditing firm’s report and opinion, each as required by Section 4.3(a) of the Credit Agreement, shall be delivered by not later than November 30, 2012, and the failure to deliver any such documents by such date shall constitute an Event of Default under Section 6.1(c) of the Credit Agreement and the 20-day cure period set forth therein shall not apply to any such failureno longer subsists. (b) Pursuant Notwithstanding anything to the request of Borrowercontrary in this Agreement, and notwithstanding Amendment Parties are not acknowledging or agreeing that, but for the provisions of Section 6.1(h) add-back of the Credit Agreement and subject to Section 3 hereof, Bank hereby consents to the consummation of the Going Public Transaction; provided that at the time of the effectiveness of the Going Public Transaction (the “Effective Time”), (i) the representations and warranties of Borrower and any of its subsidiaries contained in the Credit Agreement and in each of the other Loan Documents shall be true on and as of the Effective Time, with the same effect as though such representations and warranties had been made on and as of the Effective Time except to the extent that any representation or warranty specifically refers to an earlier date, in which case such representation or warranty shall be true as of such earlier date, (ii) no event or circumstance that has caused or evidences, either in any case or in the aggregateCustomer Receivership Charge, a Material Adverse Effect shall have occurred and be continuing Default or shall exist, (iii) no Event of Default and no condition, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable in any such case, would constitute such an Event of Default, shall have occurred and be continuing or shall exist, and (iv) Bank shall be satisfied in its reasonable discretion with amendments to the Certificate a default or event of Incorporation and bylaws of Borrower and shall have received a certificate substantially similar to the certificate described in Section 3(a)(iii) below with respect thereto. The limited waiver and consent set forth in the preceding paragraphs (a) and (b) (i) shall be limited precisely as written, and the limited consent set forth in the preceding paragraph (b) is provided solely for the purpose of permitting Borrower to consummate the Going Public Transaction without violating the provisions of Section 6.1(h) of the Credit Agreement, (ii) shall not be deemed to be an amendment of, consent to or waiver of Sections 4.3(a), 4.9(a), 4.12(b), 6.1(c) or 6.1(h) of the Credit Agreement in default under any other instance or of any other terms or conditions of the Credit Agreement, any other Loan Document or any other document related to the Credit Agreement, (iii) shall not extend nor be deemed to extend to any Event of Default or any condition, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable in any such case, would constitute such an Event of Default that may now exist or hereafter arise under the Credit Agreement, whether similar or dissimilar to any Designated Default or the Going Public Transaction, (iv) shall not impair, restrict or limit any right or remedy of Bank with respect to any Event of Default or any condition, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable in any such case, would constitute such an Event of Default that may now exist or hereafter arise under the Credit Agreement, and (v) shall not constitute any course of dealing or other basis for altering any obligation of Borrower or any right, privilege or remedy of Bank under the Credit Agreement or any other Loan Document. Except as expressly stated herein, Bank reserves all rights, privileges and remedies under the Credit Agreement and all other Loan DocumentsMaterial Master Lease has occurred.

Limited Waiver and Consent. (a) Borrower acknowledges that each Designated Default constitutes an Subject to the terms and conditions set forth herein, the Administrative Agent and the Lenders party hereto (constituting Requisite Lenders) hereby (i) waive the Event of Default that occurred under Section 6.1(c) of the Credit Agreement. Pursuant to the request of Borrower, and notwithstanding the provisions of Section 4.12(b10.1(b)(i) of the Credit Agreement as a result of the Existing Availability Threshold falling below $600,000,000, as prohibited by the Existing Minimum Collateral Property Availability Covenant, (ii) waive the Borrower’s obligation to comply with the Existing Availability Threshold contained in the Existing Minimum Collateral Property Availability Covenant through the end of the Borrower’s fiscal quarter ending September 30, 2023 (the “Waiver End Date”), and subject (iii) consent and agree that, notwithstanding anything to Section 3 hereofthe contrary in the Credit Agreement, Bank hereby waives solely through the Foreign Subsidiary Designated Default Waiver End Date, the Existing Availability Threshold contained in the Existing Minimum Collateral Property Availability Covenant shall be deemed amended from $600,000,000 to $575,000,000 for all purposes under the Credit Agreement and the Event of Default under other Loan Documents (such that the Borrower shall be obligated to not permit the Net Collateral Property Availability to be less than $575,000,000 at any time through the Waiver End Date) (the waivers and consent described in the foregoing clauses (i), (ii) and (iii), collectively, the “Waiver and Consent”). (b) The Borrower agrees and acknowledges that the Waiver and Consent described in Sections 1(a)(ii) and (iii) above (i) is expressly limited to the Net Collateral Property Availability covenant set forth in Section 6.1(c9.1(i) of the Credit Agreement directly resulting for the period from the Foreign Subsidiary Designated Default; provided that all of date hereof through the Cayman Deliverables are completed by not later than 45 days after the date of this Amendment Waiver End Date and Waiver. Pursuant to the request of Borrower, and notwithstanding the provisions of Section 4.9(a) of the Credit Agreement and subject to Section 3 hereof, Bank hereby waives the Net Income Designated Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Net Income Designated Default. Pursuant to the request of Borrower, and notwithstanding the provisions of Section 4.3(a) of the Credit Agreement and subject to Section 3 hereof, Bank hereby waives the Audited Financials Designated Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Audited Financials Designated Default; provided that the financial statements for fiscal year 2011 and the auditing firm’s report and opinion, each as required by Section 4.3(a) of the Credit Agreement, shall be delivered by not later than November 30, 2012, and the failure to deliver any such documents by such date shall constitute an Event of Default under Section 6.1(c) of the Credit Agreement and the 20-day cure period set forth therein shall not apply to any such failure. (b) Pursuant to the request of Borrower, and notwithstanding the provisions of Section 6.1(h) of the Credit Agreement and subject to Section 3 hereof, Bank hereby consents to the consummation of the Going Public Transaction; provided that at the time of the effectiveness of the Going Public Transaction (the “Effective Time”), (i) the representations and warranties of Borrower and any of its subsidiaries contained in the Credit Agreement and in each of the other Loan Documents shall be true on and as of the Effective Time, with the same effect as though such representations and warranties had been made on and as of the Effective Time except to the extent that any representation or warranty specifically refers to an earlier date, in which case such representation or warranty shall be true as of such earlier date, (ii) no event or circumstance that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect shall have occurred and be continuing or shall exist, (iii) no Event of Default and no condition, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable in any such case, would constitute such an Event of Default, shall have occurred and be continuing or shall exist, and (iv) Bank shall be satisfied in its reasonable discretion with amendments to the Certificate of Incorporation and bylaws of Borrower and shall have received a certificate substantially similar to the certificate described in Section 3(a)(iii) below with respect thereto. The limited waiver and consent set forth in the preceding paragraphs (a) and (b) (i) shall be limited precisely as written, and the limited consent set forth in the preceding paragraph (b) is provided solely for the purpose of permitting Borrower to consummate the Going Public Transaction without violating the provisions of Section 6.1(h) of the Credit Agreement, (ii) shall not be deemed a waiver or modification of the Existing Minimum Collateral Property Availability Covenant for any other period (it being understood and agreed that, on the date immediately following the Waiver End Date, the Existing Minimum Collateral Property Availability Covenant (inclusive of the Existing Availability Threshold) shall be reinstated in full for all purposes under the Credit Agreement and the other Loan Documents, and any failure by the Borrower to be maintain Net Collateral Property Availability of at least $600,000,000 at any time after the Waiver End Date shall result in an amendment of, consent immediate Event of Default pursuant to or waiver of Sections 4.3(a), 4.9(a), 4.12(b), 6.1(c) or 6.1(hSection 10.1(b)(i) of the Credit Agreement in any other instance or of any other terms or conditions of the Credit Agreement). (c) The Waiver and Consent is a limited, any other Loan Document or any other document related to the Credit Agreement, (iii) one-time waiver and consent and shall not extend nor be deemed to extend to (i) except as expressly set forth in Section 1(a)(i) of this Agreement, constitute a waiver of any Default or Event of Default or any conditionother breach of the Credit Agreement or any of the other Loan Documents, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable in any such case, would constitute such an Event of Default that may whether now exist existing or hereafter arise under the Credit arising, (ii) except as expressly set forth in Section 1(a)(i) of this Agreement, whether similar or dissimilar to any Designated Default or the Going Public Transaction, (iv) shall not impair, restrict or limit constitute a waiver of any right or remedy of Bank with respect to any Event of Default the Administrative Agent, the Collateral Agent or any conditionthe Lenders under the Loan Documents (all such rights and remedies being expressly reserved by the Administrative Agent, event or act which with the passage of time to cure such condition, event or actCollateral Agent and the Lenders), or the giving of notice (iii) establish a custom or both, if applicable in any such case, would constitute such an Event of Default that may now exist or hereafter arise under the Credit Agreement, and (v) shall not constitute any course of dealing or conduct between the Administrative Agent and/or the Lenders, on the one hand, and the Borrower and/or any other basis Loan Party on the other hand. The Waiver and Consent (x) is only effective in the specific instances and for altering the specific purposes for which it is given and shall not be effective for any obligation other purpose, and no provision of Borrower any Loan Document is amended or waived in any way other than as expressly provided herein, and (y) shall not be deemed to constitute consent to any other act, omission or any right, privilege or remedy breach of Bank under the Credit Agreement or any other Loan Document. Except as expressly stated herein, Bank reserves all rights, privileges and remedies under of the Credit Agreement and all other Loan Documents.

Limited Waiver and Consent. (a) The Borrower acknowledges that and each Designated Default constitutes an Event of Default under Section 6.1(c) Guarantor party hereto hereby acknowledge the existence of the Credit Agreement. Pursuant Designated Defaults and each Default that may have arisen out of a representation or warranty made by the Borrower that no Default had occurred and was continuing (but only to the request extent such representation or warranty was untrue solely due to the Designated Defaults) (the "Representation Defaults" and together with the Designated Defaults, the "Subject Defaults"). Subject to the terms and conditions of Borrowerthis Agreement and the occurrence of the Agreement Effective Date, the Lenders hereby waive the Subject Defaults and notwithstanding agree to the provisions Consent Request. (b) Notwithstanding the requirements of Section 4.12(b) of the Credit Agreement and subject to Section 3 hereof, Bank hereby waives the Foreign Subsidiary Designated Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Foreign Subsidiary Designated Default; provided that all of the Cayman Deliverables are completed by not later than 45 days after the date of this Amendment and Waiver. Pursuant to the request of Borrower, and notwithstanding the provisions of Section 4.9(a) of the Credit Agreement and subject to Section 3 hereof, Bank hereby waives the Net Income Designated Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Net Income Designated Default. Pursuant to the request of Borrower, and notwithstanding the provisions of Section 4.3(a) of the Credit Agreement and subject to Section 3 hereof, Bank hereby waives the Audited Financials Designated Default and the Event of Default under Section 6.1(c) of the Credit Agreement directly resulting from the Audited Financials Designated Default; provided that the financial statements for fiscal year 2011 and the auditing firm’s report and opinion, each as required by Section 4.3(a8.01(a) of the Credit Agreement, shall be delivered by the Lenders agree that the Borrower will furnish to the Administrative Agent and each Lender not later than November 30135 days after the end of the fiscal year ended December 31, 20122019, its audited consolidated balance sheet and related statements of operations, stockholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by BDO or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied. (c) The waivers and consents by the Lenders described in this Section 2 are limited to the Subject Defaults and the failure Consent Request. Such waivers and consents are limited to deliver any such documents by such date the extent expressly described herein and shall constitute an Event of Default under not be construed to be a consent to, or a permanent waiver of, noncompliance with Section 6.1(c8.01, 8.02 or 9.01(b) of the Credit Agreement and the 20-day cure period set forth therein shall not apply to Agreement, or any such failure. (b) Pursuant to the request of Borrowerother terms, and notwithstanding the provisions of Section 6.1(h) of provisions, covenants, warranties, or agreements contained in the Credit Agreement or in any of the other Loan Documents. The Lenders expressly reserve the right to exercise any rights and subject remedies available to Section 3 hereof, Bank hereby consents them in connection with any other present or future Defaults with respect to the consummation Credit Agreement or any other provision of any Loan Document other than the Subject Defaults. The description herein of the Going Public Transaction; Subject Defaults is based upon the information provided that at to the time Lenders on or prior to the date hereof and shall not be deemed to exclude the existence of any other Defaults. The failure of the effectiveness Lenders to give notice to any Loan Party of any such other Defaults is not intended to be nor shall be a waiver thereof. Each Loan Party hereby agrees and acknowledges that the Going Public Transaction (Lenders require and will require strict performance by the “Effective Time”)Loan Parties of all of their respective obligations, (i) the representations agreements, and warranties of Borrower and any of its subsidiaries covenants contained in the Credit Agreement and in each of the other Loan Documents Documents, and no inaction or action by the Administrative Agent, the Issuing Bank, or any Lender regarding any Default (including but not limited to the Subject Defaults) is intended to be or shall be true on and as a waiver thereof other than the waiver of the Effective Time, with Subject Defaults expressly provided for in this Section 2. Other than the same effect as though such representations and warranties had been made on and as waiver of the Effective Time except to the extent Subject Defaults expressly provided for in this Section 2, each Loan Party hereby also agrees and acknowledges that any representation or warranty specifically refers to an earlier date, in which case such representation or warranty shall be true as no course of such earlier date, (ii) no event or circumstance that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect shall have occurred and be continuing or shall exist, (iii) no Event of Default dealing and no conditiondelay in exercising any right, event or act which with the passage of time to cure such condition, event or actpower, or the giving of notice or both, if applicable remedy conferred to any Lender in any such case, would constitute such an Event of Default, shall have occurred and be continuing or shall exist, and (iv) Bank shall be satisfied in its reasonable discretion with amendments to the Certificate of Incorporation and bylaws of Borrower and shall have received a certificate substantially similar to the certificate described in Section 3(a)(iii) below with respect thereto. The limited waiver and consent set forth in the preceding paragraphs (a) and (b) (i) shall be limited precisely as written, and the limited consent set forth in the preceding paragraph (b) is provided solely for the purpose of permitting Borrower to consummate the Going Public Transaction without violating the provisions of Section 6.1(h) of the Credit Agreement, (ii) shall not be deemed to be an amendment of, consent to or waiver of Sections 4.3(a), 4.9(a), 4.12(b), 6.1(c) or 6.1(h) of the Credit Agreement or in any other instance or of any other terms or conditions of the Credit Agreement, any other Loan Document or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of or otherwise prejudice any such right, power, or remedy (collectively, the "Lender Rights"). For the avoidance of doubt, each Loan Party also agrees and acknowledges that neither the waiver provided in this Agreement nor any other document related waiver provided by the Lenders prior to the Credit Agreement, (iii) date hereof shall not extend nor be deemed operate as a waiver of or otherwise prejudice any of the Lender Rights other than the waiver of the Subject Defaults expressly provided for in this Section 2 or such other waivers of specified Defaults expressly provided by the Lenders prior to extend to any Event of Default or any condition, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable in any such case, would constitute such an Event of Default that may now exist or hereafter arise under the Credit Agreement, whether similar or dissimilar to any Designated Default or the Going Public Transaction, (iv) shall not impair, restrict or limit any right or remedy of Bank with respect to any Event of Default or any condition, event or act which with the passage of time to cure such condition, event or act, or the giving of notice or both, if applicable in any such case, would constitute such an Event of Default that may now exist or hereafter arise under the Credit Agreement, and (v) shall not constitute any course of dealing or other basis for altering any obligation of Borrower or any right, privilege or remedy of Bank under the Credit Agreement or any other Loan Document. Except as expressly stated herein, Bank reserves all rights, privileges and remedies under the Credit Agreement and all other Loan Documentsdate hereof.