Common use of Limited Waiver Clause in Contracts

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 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 (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.

Limited Waiver. The Consenting Lenders party hereto (constituting the Required Lenders) Administrative Agent and the Administrative Agent hereby Lenders agree to 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 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 (other 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 Default Assignment and Assumption, the Lien Termination, or Events 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 waived herebyshall immediately exist and occur under the Credit Agreement, including and, for the Specified avoidance of doubt, no such Event of Default) which may now exist Default for any such non-payment is waived or otherwiseis intended to be waived by this Agreement. The execution, all such rights delivery and remedies hereby being effectiveness of this Agreement shall not, except as expressly reservedprovided 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 a) Effective only as of the Required Lenders) 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 “Waiver”), on a one-time basis, the Specified Event Events of Default. This For avoidance of doubt, the foregoing Limited Waiver shall not be effective only deemed to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach, other existing or hereafter arising Defaults or Events of Default or Event any other deviation from the express terms of Default the Credit Agreement or any other than as specifically waived herein nor as Loan Document. This is a Limited Waiver and shall not be deemed to constitute a consent or waiver of any breachother term, Default provision or Event condition 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 applicable, or to prejudice any Default right or Event of Default remedy (other than except with respect to the Default or Specified Events of Default waived hereby, including the Specified Event of Default) which that the Administrative Agent, the Collateral Agent or any Lender may now exist have or otherwisemay have in the future under or in connection with the Credit Agreement or any other Loan Document, including, without limitation, the right to: (i) declare all or any portion of the Term Loans then outstanding to be accelerated and due and payable, whereupon all or such portion of the aggregate principal of all Term Loans, all accrued and unpaid interest thereon (including interest at the Post-Default [Fifth Amendment to Credit Agreement] Rate), all fees and all other amounts payable under the Credit Agreement (as amended by this Fifth Amendment) and the other Loan Documents shall become due and payable immediately, together with the payment of the Prepayment Premium (with such term as amended by the June 2023 Consent) with respect to the Term Loans so repaid, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Loan Party; and (ii) exercise any and all of its other rights and remedies hereby being expressly reservedunder applicable law, under the Credit Agreement (as amended by this Fifth Amendment) and the other Loan Documents. This is a Limited Waiver and is conditioned upon the Loan Parties’ compliance with each provision of this Fifth Amendment.

Limited Waiver. The Consenting Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders party hereto hereby grant an extension to the Requested Waiver through March 10, 2021 (constituting subject to further extension as may be granted as set forth below); provided, that the Required Lenders) and the Administrative Agent hereby waive (the “Waiver”), on a one-time basis, the Specified Event of Default. This Waiver 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 nor as a waiver of herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by the any Loan PartiesParty, (b) affect the right of Agent or any of the Lenders to demand strict compliance by the each Loan Parties Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by this Waiverthe terms hereof, (c) be deemed a consent to or waiver of any future transaction or future action on the part of the any Loan Parties Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as waived herebydiminish, be deemed prejudice or construed to be a waiver or release of, or a limitation upon, the Administrative waive any of Agent’s or the Lenders’ exercise of any Lender’s rights or and remedies under the Credit Agreement or Agreement, any of the other Loan DocumentDocuments, or applicable law, whether arising as a consequence of any Default or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies hereby being expressly reservedremedies. 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 the Specified Events of Default notwithstanding the Requested Waiver.

Limited Waiver. The Consenting 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 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 Defaults; 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 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 the any Loan PartiesParty, (b) affect the right of the Agent or any of the Lenders to demand compliance by the each Loan Parties Party with all terms and conditions of the Credit Agreement and the other Loan Documents, except as specifically consented to, modified or waived by this Waiverthe terms hereof, (c) be deemed a consent to or waiver of any future transaction or future action on the part of the any Loan Parties Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the other Loan Documents, or (d) except as waived herebyset forth specifically herein, be deemed diminish, prejudice or construed to be a waiver or release of, or a limitation upon, the Administrative waive any of Agent’s or the Lenders’ exercise of any Lender’s rights or and remedies under the Credit Agreement or Agreement, any of the other Loan DocumentDocuments, or applicable law, whether arising as a consequence of any Default or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, and the Agent and each of the Lenders hereby reserve all of such rights and remedies hereby being expressly reservedremedies; provided, further, that if the purchase price for the assignment of the Loans referred to in 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 BPC Assignment and Acceptance) prior to 2:00 p.m. New York City time on April 18, 2023, the waivers set forth in this Section 2.01 shall be of no further force or effect and shall be deemed to have never taken effect; provided, further, that until the purchase price for the assignment of the Loans referred to in Section 4.04 is received by BPC Lending I LLC as set forth in the immediately foregoing proviso, the Borrower and the other Companies shall not be permitted to take any action (or to fail to take any action, as applicable) that would not be permitted to be taken (or failed to be taken, as applicable) under the Loan Documents if a Default or Event of Default had occurred and was continuing.

Limited Waiver. The Consenting Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders party hereto hereby grant an extension to the Requested Waiver through July 8, 2021 (constituting subject to further extension as may be granted as set forth below); provided, that the Required Lenders) and the Administrative Agent hereby waive (the “Waiver”), on a one-time basis, the Specified Event of Default. This Waiver 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 nor as a waiver of herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by the any Loan PartiesParty, (b) affect the right of Agent or any of the Lenders to demand strict compliance by the each Loan Parties Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by this Waiverthe terms hereof, (c) be deemed a consent to or waiver of any future transaction or future action on the part of the any Loan Parties Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as waived herebydiminish, be deemed prejudice or construed to be a waiver or release of, or a limitation upon, the Administrative waive any of Agent’s or the Lenders’ exercise of any Lender’s rights or and remedies under the Credit Agreement or Agreement, any of the other Loan DocumentDocuments, or applicable law, whether arising as a consequence of any Default or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies hereby being expressly reservedremedies. 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 the Specified Events of Default notwithstanding the Requested Waiver.

Limited Waiver. The Consenting Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders party hereto hereby grant an extension to the Requested Waiver through June 7, 2021 (constituting subject to further extension as may be granted as set forth below); provided, that the Required Lenders) and the Administrative Agent hereby waive (the “Waiver”), on a one-time basis, the Specified Event of Default. This Waiver 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 nor as a waiver of herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by the any Loan PartiesParty, (b) affect the right of Agent or any of the Lenders to demand strict compliance by the each Loan Parties Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by this Waiverthe terms hereof, (c) be deemed a consent to or waiver of any future transaction or future action on the part of the any Loan Parties Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as waived herebydiminish, be deemed prejudice or construed to be a waiver or release of, or a limitation upon, the Administrative waive any of Agent’s or the Lenders’ exercise of any Lender’s rights or and remedies under the Credit Agreement or Agreement, any of the other Loan DocumentDocuments, or applicable law, whether arising as a consequence of any Default or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies hereby being expressly reservedremedies. 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 the Specified Events of Default notwithstanding the Requested Waiver.

Limited Waiver. The Consenting Lenders party hereto (constituting Upon satisfaction of the Required Lenders) terms and the Administrative conditions in ARTICLE III hereof, Agent and each Lender 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 shall not (a) be construed as a waiver of any breach, Default or each Event of Default other than as specifically waived herein nor that occurred solely as a waiver result of (i) the violation of the covenants contained in the Financial Covenants Rider for the Fiscal Quarter of the Borrower ended on or about February 25, 2000, or (ii) the violation of the 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 breach, Default or Event of Default of which the waivers previously granted by Agent and Lenders have not been informed by regarding the Loan Parties, (b) affect the right of the Lenders to demand compliance by the Loan Parties with all terms Agreement and conditions of the Loan Documents, except as specifically modified (ii) any previous failures or waived by this Waiverdelays of Agent and/or Lenders in exercising any right, (c) be deemed a waiver of any transaction power or future action on the part of privilege under the Loan Parties requiring the Lenders’ Agreement or the Required Lenders’ consent or approval under the Loan Documents, or (diii) 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 waived herebyset forth herein, at any time to exercise any right, privilege or 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 deemed or construed to be a waiver consent by Agent and/or Lenders to any prior, existing or release of, or a limitation upon, future violations of the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Loan Agreement or any other Loan Document, whether arising as a consequence of any Default or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.

Limited Waiver. The Consenting 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 party hereto (constituting hereby waives each actual and prospective Default and Event of Default existing directly as a result of the Required Lenders) non-payment of the Gxxxxx Xxxxxxx Note by the Borrower and the Administrative Agent hereby waive resulting event of default under the Gxxxxx Xxxxxxx Note existing prior to the date hereof and continuing hereafter under the Gxxxxx Xxxxxxx Note as a result thereof which the Lenders have actual knowledge of (the “WaiverKnown Gxxxxx Xxxxxxx Defaults”), on a one-time basis, ; provided that the Specified Event of Default. This Waiver foregoing waiver shall be effective only limited precisely as written and relates solely to the extent specifically set forth herein 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 (a) be construed as a waiver of in any breach, 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 other than as specifically waived herein nor as a waiver (including, for the avoidance of doubt, any breach, Default or Event of Default of which the Lenders have not been informed by the Loan Parties, (b) affect the right existing as of the Lenders to demand compliance by the Loan Parties with all terms and conditions date hereof which is not a Known Gxxxxx Xxxxxxx Default) at any time in respect 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 . Nothing herein shall be deemed to constitute a consequence waiver of any Default other term, provision or Event condition of Default (the Agreement or any other than with respect to Loan Document or prejudice any right or remedy that the Default Agent or Events of Default waived hereby, including any Lender may have or may in the Specified Event of Default) which may now exist or otherwise, all such rights and remedies hereby being expressly reservedfuture have.

Limited Waiver. The Consenting Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders party hereto hereby grant an extension to the Requested Waiver through May 10, 2021 (constituting subject to further extension as may be granted as set forth below); provided, that the Required Lenders) and the Administrative Agent hereby waive (the “Waiver”), on a one-time basis, the Specified Event of Default. This Waiver 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 nor as a waiver of herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by the any Loan PartiesParty, (b) affect the right of Agent or any of the Lenders to demand strict compliance by the each Loan Parties Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by this Waiverthe terms hereof, (c) be deemed a consent to or waiver of any future transaction or future action on the part of the any Loan Parties Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as waived herebydiminish, be deemed prejudice or construed to be a waiver or release of, or a limitation upon, the Administrative waive any of Agent’s or the Lenders’ exercise of any Lender’s rights or and remedies under the Credit Agreement or Agreement, any of the other Loan DocumentDocuments, or applicable law, whether arising as a consequence of any Default or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies hereby being expressly reservedremedies. 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 the Specified Events of Default notwithstanding the Requested Waiver. The Agent (at the direction of the Required Lenders) and Lenders party hereto waive the Unqualified Audit Requirement with respect to the 2020 Financials for the Fiscal Year ended December 31, 2020.

Limited Waiver. The Consenting Subject to the satisfaction of the conditions precedent set forth in Section 5 of this Amendment, Agent and the Lenders party hereto (constituting hereby grant the Required Lenders) and Requested Waiver through December 31, 2020 unless the Administrative Agent hereby waive (Requested Waiver is extended as set forth below; provided, that the “Waiver”), on a one-time basis, the Specified Event of Default. This Waiver 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 nor as a waiver of herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by the any Loan PartiesParty, (b) affect the right of Agent or any of the Lenders to demand strict compliance by the each Loan Parties Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by this Waiverthe terms hereof, (c) be deemed a consent to or waiver of any future transaction or future action on the part of the any Loan Parties Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as waived herebydiminish, be deemed prejudice or construed to be a waiver or release of, or a limitation upon, the Administrative waive any of Agent’s or the Lenders’ exercise of any Lender’s rights or and remedies under the Credit Agreement or Agreement, any of the other Loan DocumentDocuments, or applicable law, whether arising as a consequence of any Default or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies hereby being expressly reservedremedies. 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 the Specified Events of Default notwithstanding the Requested Waiver.

Limited Waiver. The Consenting Lenders party hereto (constituting 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) and Lenders hereby permanently waive 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 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 Potential Defaults for 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 purposes under the Loan Documents. The waiver provided in this Section 1 shall apply solely with regard to the Potential Defaults, and nothing contained in this Limited Waiver shall be deemed a consent to, or (d) except as waived hereby, be deemed or construed to be a waiver or release of, any other action or inaction of Borrower or any other Loan Party that constitutes (or would constitute) a violation of or a limitation upon, the Administrative Agent’s or the Lenders’ exercise departure from any provision of any rights or remedies under the Credit Agreement or any other Loan Document, whether arising as or which constitutes (or would constitute) a consequence of any Default or Event of Default (other than 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 future waivers, consents or amendments with respect to Section 6.01(a) of the Default Credit Agreement or Events any other provision of Default waived herebythe Credit Agreement or of any other Loan Document. Other than the waiver provided for in this Section 1, including Borrower and Guarantors hereby agree and acknowledge that no course of dealing and no delay in exercising any right, power or remedy conferred on Administrative Agent or any Lender in the Specified Event Credit Agreement or in any other Loan Document or now or hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver of Default) which may now exist or otherwiseotherwise prejudice any such right, all such rights and remedies hereby being expressly reservedpower or remedy.

Limited Waiver. The Consenting Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders party hereto hereby grant an extension to the Requested Waiver through August 31, 2021 (constituting subject to further extension as may be granted as set forth below); provided, that the Required Lenders) and the Administrative Agent hereby waive (the “Waiver”), on a one-time basis, the Specified Event of Default. This Waiver 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 nor as a waiver of herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by the any Loan PartiesParty, (b) affect the right of Agent or any of the Lenders to demand strict compliance by the each Loan Parties Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by this Waiverthe terms hereof, (c) be deemed a consent to or waiver of any future transaction or future action on the part of the any Loan Parties Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as waived herebydiminish, be deemed prejudice or construed to be a waiver or release of, or a limitation upon, the Administrative waive any of Agent’s or the Lenders’ exercise of any Lender’s rights or and remedies under the Credit Agreement or Agreement, any of the other Loan DocumentDocuments, or applicable law, whether arising as a consequence of any Default or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies hereby being expressly reservedremedies. 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 the Specified Events of Default notwithstanding the Requested Waiver.

Limited Waiver. The Consenting 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 party hereto (constituting the Required Lenders) hereby grant the Requested Waiver; provided, that the 2021 Financials, the 2021 Compliance Certificate, the BoA Financials and the BoA Compliance Certificate are delivered to the Administrative Agent hereby waive Agent, for delivery to the Lenders on or before June 8, 2021 (or such later date to which the “Waiver”Required Lenders may agree in writing, which shall include, for the avoidance of doubt, written confirmation by e-mail); provided, on a one-time basis, further that the Specified Event of Default. This Waiver 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 nor as a waiver of herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by the any Loan PartiesParty, (b) affect the right of Agent or any of the Lenders to demand compliance by the each Loan Parties Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by this Waiverthe terms hereof, (c) be deemed a consent to or waiver of any future transaction or future action on the part of the any Loan Parties Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as waived herebyset forth specifically herein, be deemed diminish, prejudice or construed to be a waiver or release of, or a limitation upon, the Administrative waive any of Agent’s or the Lenders’ exercise of any Lender’s rights or and remedies under the Credit Agreement or Agreement, any of the other Loan DocumentDocuments, or applicable law, whether arising as a consequence of any Default or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies hereby being expressly reservedremedies. 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 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 Potential Events of Defaults notwithstanding the Requested Waiver.

Limited Waiver. The Consenting Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders party hereto hereby grant an extension to the Requested Waiver through February 21, 2021 (constituting subject to further extension as may be granted as set forth below); provided, that the Required Lenders) and the Administrative Agent hereby waive (the “Waiver”), on a one-time basis, the Specified Event of Default. This Waiver 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 nor as a waiver of herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by the any Loan PartiesParty, (b) affect the right of Agent or any of the Lenders to demand strict compliance by the each Loan Parties Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by this Waiverthe terms hereof, (c) be deemed a consent to or waiver of any future transaction or future action on the part of the any Loan Parties Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as waived herebydiminish, be deemed prejudice or construed to be a waiver or release of, or a limitation upon, the Administrative waive any of Agent’s or the Lenders’ exercise of any Lender’s rights or and remedies under the Credit Agreement or Agreement, any of the other Loan DocumentDocuments, or applicable law, whether arising as a consequence of any Default or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies hereby being expressly reservedremedies. 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 the Specified Events of Default notwithstanding the Requested Waiver.

Limited Waiver. The Consenting Lenders party hereto Subject to and on the terms and conditions set forth herein, Bank hereby waives the Existing Defaults; provided however, that such waiver: (constituting the Required Lendersa) and the Administrative Agent hereby waive (the “Waiver”), on a one-time basis, the Specified Event of Default. This Waiver shall be effective applies only to the extent specifically set forth herein instance specified above and shall for the times stated, (b) is 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 subsequent breach of the Lenders to demand compliance by the Loan Parties with all terms and conditions same provisions 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 (c) shall not extend or apply to, and is not a consequence waiver of any Default or 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 Section 6.11 of the Loan 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 the term is defined in the Loan Agreement as amended hereby) that does not: (i) contain terms that are determined by Bank to be more restrictive or onerous than the terms contained in this Amendment and (ii) result in an Event of Default or Default. Nothing herein constitutes a waiver, amendment or forbearance of Borrower’s obligation to pay the Obligations, as and when due. This waiver is not a continuing waiver with respect to the any Event of Default or Events any obligation that Borrower may have under the Loan Agreement or the other Loan Documents after the date hereof. Except as expressly set 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, or as an amendment of, any right, power, or remedy of Default waived herebyBank under the Loan Agreement or any other Loan Document. Bank reserves all of the rights, powers and remedies available to it under the Loan Documents and applicable law, including the Specified Event right to cease making advances to Borrower and to accelerate any or all of Default) which may now exist Borrower's indebtedness if any subsequent breach of the same provisions or otherwiseany other provision of the Loan 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 set forth above, all such rights the Loan Agreement and remedies hereby being expressly reservedeach other Loan Document shall be and remain in full force and effect in accordance with their respective terms.

Limited Waiver. The Consenting Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders party hereto hereby grant an extension to the Requested Waiver through March 31, 2021 (constituting subject to further extension as may be granted as set forth below); provided, that the Required Lenders) and the Administrative Agent hereby waive (the “Waiver”), on a one-time basis, the Specified Event of Default. This Waiver 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 nor as a waiver of herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by the any Loan PartiesParty, (b) affect the right of Agent or any of the Lenders to demand strict compliance by the each Loan Parties Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by this Waiverthe terms hereof, (c) be deemed a consent to or waiver of any future transaction or future action on the part of the any Loan Parties Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as waived herebydiminish, be deemed prejudice or construed to be a waiver or release of, or a limitation upon, the Administrative waive any of Agent’s or the Lenders’ exercise of any Lender’s rights or and remedies under the Credit Agreement or Agreement, any of the other Loan DocumentDocuments, or applicable law, whether arising as a consequence of any Default or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies hereby being expressly reservedremedies. 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 the Specified Events of Default notwithstanding the Requested Waiver.

Limited Waiver. The Consenting Lenders party hereto (constituting Subject to the Required Lenders) terms and conditions set forth in this Agreement and the Administrative Agent hereby waive (Borrower’s and the “Waiver”)Borrower Affiliates’ acknowledgments and agreements set forth above, on a one-time basisand 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 Event Events of Default. This Waiver shall be effective only The waiver agreed to herein (i) is strictly limited to the extent specifically Specified Events of Default, and except as expressly set forth herein 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 (a) extend nor be construed as a waiver of deemed to extend to any breach, other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other than as specifically waived herein nor as a waiver Loan Documents, (iii) shall not impair, restrict or limit any right or remedy of the Lender with respect to any breach, other Default or Event of Default of which the Lenders have not been informed by that may now exist or hereafter arise under the Loan Parties, (b) affect the right Agreement or any of the Lenders to demand compliance by the Loan Parties with all terms and conditions of the other Loan Documents, except as specifically modified and (iv) shall not constitute any course of dealing or waived by this Waiver, (c) be deemed a waiver other basis for altering any obligation of any transaction member of the Borrower Group or future action 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 the Loan Parties requiring the Lenders’ any Lender to provide a notice hereunder or the Required Lenders’ consent otherwise exercise, and no delay in providing any notice or approval otherwise exercising, any right, power, remedy or privilege under the Loan Documentsthis Agreement, or (d) except shall LIMITED WAIVER AND FIRST AMENDMENT operate as waived hereby, be deemed or construed to be a waiver thereof, nor shall any single or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ partial exercise of any rights right, power, remedy or remedies privilege under the Credit this Agreement or preclude any other Loan Document, whether arising as a consequence or further exercise thereof or the exercise of any Default other right, power, remedy or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, all such rights and remedies hereby being expressly reservedprivilege.

Limited Waiver. The Consenting Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders party hereto hereby grant an extension to the Requested Waiver through January 31, 2021 (constituting subject to further extension as may be granted as set forth below); provided, that the Required Lenders) and the Administrative Agent hereby waive (the “Waiver”), on a one-time basis, the Specified Event of Default. This Waiver 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 nor as a waiver of herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by the any Loan PartiesParty, (b) affect the right of Agent or any of the Lenders to demand strict compliance by the each Loan Parties Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by this Waiverthe terms hereof, (c) be deemed a consent to or waiver of any future transaction or future action on the part of the any Loan Parties Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as waived herebydiminish, be deemed prejudice or construed to be a waiver or release of, or a limitation upon, the Administrative waive any of Agent’s or the Lenders’ exercise of any Lender’s rights or and remedies under the Credit Agreement or Agreement, any of the other Loan DocumentDocuments, or applicable law, whether arising as a consequence of any Default or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies hereby being expressly reservedremedies. 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 the Specified Events of Default notwithstanding the Requested Waiver.

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 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 (other than with respect i) 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 5.09 of the Credit Agreement to the extent, and only to the extent, that such Default or Events Event of Default waived herebyresulted or results from the 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 effective date of this Amendment, including (ii) existing on or prior to the Specified date hereof arising under Section 7.01 of the Credit Agreement as a result of a breach by the Borrower of any representation and warranty of the Credit Agreement by reason of the occurrence of the Data Security Breach of 2008 (as defined in the Credit Agreement, 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 fiscal quarter ended June 30, 2009, to the extent, and only to the extent, that such Default or Event of Default) which may now exist Default resulted or otherwiseresults from EBITDA being reduced by charges related to the Data Security Breach of 2008 in an aggregate amount not to exceed $200,000,000. Except as expressly set forth in this Section 10, all such nothing contained in this Amendment shall be construed as a consent or waiver by the Administrative Agent 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 remedies hereby being expressly reservedneither 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 other Loan Documents.

Limited Waiver. The Consenting Lenders party hereto (constituting the Required Lenders) Operating PCG and the Administrative Agent hereby waive (the “Waiver”)Guarantors acknowledge and agree that except as specifically provided herein, on a one-time basis, the Specified Event of Default. This Waiver nothing herein shall be effective only to the extent specifically set forth herein and shall not (a) be construed or considered as a waiver by Xxxxxx Capital of any breachevent of default under the Note, Default the Security Documents or Event any of Default the other than as specifically waived herein nor as Transaction and Assumption Documents or a waiver of Xxxxxx Capital's right to resort to any breachremedy under any 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 under the Forbearance as amended, Default the Note, the Security Documents or Event any of Default of which the Lenders other Transaction and Assumption Documents, Xxxxxx Capital shall have not been informed by the Loan Parties, (b) affect 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 Lenders to demand compliance by Forbearance as amended, the Loan Parties with all terms Note, the Security Documents or other Transaction and conditions of the Loan Assumption Documents, except as specifically modified otherwise provided herein, 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 waived by this Waiver, (c) be deemed a waiver of any transaction or future action on change is sought. Subject to the part provisions of the Loan Parties requiring Forbearance as amended, the Lenders’ Note, the Security Documents or the Required Lenders’ consent or approval under the Loan other Transaction and Assumption Documents, or (d) except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, this Fifth Amendment contains the Administrative Agent’s or entire agreement between 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 (other than with respect parties relating to the Default subject matter of this Fifth Amendment, and all prior or Events of Default waived herebycontemporaneous agreements, including the Specified Event of Default) which may now exist understandings, representations, and statements, oral or otherwisewritten, all such rights and remedies hereby being expressly reservedare merged herein.

Limited Waiver. The (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 party hereto (constituting hereby waives the Required Lenders) and Specified Events until the Administrative Agent hereby waive Limited Waiver Period ends in accordance with its terms (the “Limited Waiver”), on . The Borrower acknowledges and agrees that the Limited Waiver is a one-time basis, the Specified Event of Default. This Waiver shall be effective only 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 (a) or be construed as 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) or, except as expressly provided herein, hinder, restrict or otherwise modify any of the rights and remedies of any breach, of the Lenders in respect of any present or future Default or Event of Default other than as specifically waived herein nor as a waiver of any breach, Default (whether or Event of Default of which not related to the Lenders have not been informed by the Loan Parties, (bSpecified Events) 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 (other than with respect to the Default or Events of Default waived herebyat law, including the Specified Event of Default) which may now exist in equity or otherwise, all such rights and remedies hereby being expressly reserved.

Limited Waiver. The Consenting undersigned Required Lenders party hereto hereby waive solely during the Waiver Period (constituting 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 (the “Waiver Period”). Upon the termination or expiration of the Waiver Period, an immediate Event of Default shall exist under the Credit Agreement, unless cured or waived by the Required Lenders) and . This waiver shall not extend beyond the terms expressly set forth herein, nor impair any right or power accruing to any Lender or the Administrative Agent hereby waive (the “Waiver”), on a one-time basis, the Specified with respect to any other Default or Event of Default. This Waiver Nothing contained herein shall be effective only deemed to imply any willingness of the Lenders or the Administrative Agent to agree to any similar or other waiver that may be requested by the Borrowers, or except to the extent specifically expressly set forth herein and shall not (a) be construed as a waiver of any breachherein, Default otherwise prejudice, impair 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 of the Administrative Agent or Lenders with respect to the Credit Agreement or any other Loan Document, whether arising as a consequence of any Default or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, all such rights and remedies hereby being expressly reservedDocuments.

Limited Waiver. The Consenting undersigned Required Lenders party hereto hereby waive solely during the Waiver Period (constituting 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) and the Administrative Agent hereby waive Lenders (the “WaiverWaiver Period”). Upon the termination or expiration of the Waiver Period, on a one-time basis, the Specified Event of Default. This Waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach, an immediate Default or Event of Default shall exist under the Credit Agreement, unless cured or waived by the Required Lenders. This waiver shall not extend beyond the terms expressly set forth herein, nor impair any right or power accruing to any Lender or the Administrative Agent with respect to any 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 Default. Nothing contained herein shall be deemed to imply any willingness of the Lenders or the Administrative Agent to demand compliance agree to any similar or other waiver that may be requested 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 DocumentsBorrowers, or (d) except as waived herebyto the extent expressly set forth herein, be deemed otherwise prejudice, impair or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of affect any rights or remedies under of the Administrative Agent or Lenders with respect to the Credit Agreement or any other Loan Document, whether arising as a consequence of any Default or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, all such rights and remedies hereby being expressly reservedDocuments.

Limited Waiver. The Consenting Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders party hereto hereby grant an extension to the Requested Waiver through April 19, 2021 (constituting subject to further extension as may be granted as set forth below); provided, that the Required Lenders) and the Administrative Agent hereby waive (the “Waiver”), on a one-time basis, the Specified Event of Default. This Waiver 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 nor as a waiver of herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by the any Loan PartiesParty, (b) affect the right of Agent or any of the Lenders to demand strict compliance by the each Loan Parties Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by this Waiverthe terms hereof, (c) be deemed a consent to or waiver of any future transaction or future action on the part of the any Loan Parties Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as waived herebydiminish, be deemed prejudice or construed to be a waiver or release of, or a limitation upon, the Administrative waive any of Agent’s or the Lenders’ exercise of any Lender’s rights or and remedies under the Credit Agreement or Agreement, any of the other Loan DocumentDocuments, or applicable law, whether arising as a consequence of any Default or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies hereby being expressly reservedremedies. 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 the Specified Events of Default notwithstanding the Requested Waiver.

Limited Waiver. The Consenting Lenders party hereto (constituting the Required Lenders) and Borrowers have advised the Administrative Agent hereby waive (and the “Waiver”), on a one-time basis, Lenders that the Specified Event of Default. This Waiver shall be effective only Borrowers failed to the extent specifically set forth herein and shall not include (a) be construed as 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 waiver of any breach, Default or Event of Default other than as specifically waived herein nor as a waiver under the Credit Agreement, out of an abundance of caution, the Borrowers wish to have the Required Lenders waive any breach, possible Default or Event of Default of which arising therefrom. In reliance on the Lenders have not been informed by representations, warranties, covenants and agreements contained in this Amendment, and subject to the Loan Parties, (b) affect the right satisfaction of the conditions precedent set forth in Section 6 hereof, the Required Lenders hereby waive any possible Default or Event of Default arising solely from the Specified Failures to demand compliance by Disclose. The limited waiver provided in this Section 3 shall apply solely with regard to any possible Default or Event of Default arising from the Loan Parties with all terms Specified Failures to Disclose, and conditions of the Loan Documents, except as specifically modified or waived by this Waiver, (c) nothing contained herein shall be deemed a consent to, or waiver of, any other action or inaction of the Borrowers which constitutes (or would constitute) a violation of any transaction or future action on the part provision 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 or which constitutes (or would constitute) a consequence of any Default or Event of Default (other than 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 Default Credit Agreement or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, all such rights and remedies hereby being expressly reservedany other Loan Document.

Limited Waiver. The Consenting Lenders party hereto (constituting Subject to the Required Lenders) terms and conditions set forth herein, to the Administrative Agent 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 “Waiver”), on a one-time basis, Indenture to the Specified Event of Default. This Waiver shall be effective 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 set forth herein waived in this Section or as otherwise specifically provided in this Agreement, the Indenture and the 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 and shall not (a) be construed as constitute a waiver of compliance by any breachObligor with respect to any other provision or condition of the Securities, Default the Indenture, any other Indenture Instrument or this Agreement or of any other existing or future breach or violation of or Event of Default under or with respect to the Securities, the Indenture, any other than as specifically waived herein nor as a waiver of Indenture Instrument, including any breach, Default breach or violation or Event of Default which occurs in the future as a result of which the Lenders have not been informed by the Loan Parties, (b) affect the right consummation of the Lenders to demand compliance by Metrocall Transactions, nor prejudice any right or remedy that Noteholders, the Loan Parties Holders or the Trustee may now have or may have in the future under or in connection with all terms and conditions the Securities, the Indenture, any other Indenture Instrument or this Agreement. The Obligors acknowledge that this Agreement does not satisfy the requirements 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 (other than Indenture with respect to the Default amendment thereof or Events of Default waived hereby, including waiver thereunder and that neither the Specified Event of Default) which may now exist execution and delivery hereof by the Noteholders nor any provision hereof shall be deemed to be a representation or otherwise, all such rights and remedies hereby being expressly reservedwarranty by any Noteholder to the contrary or that this Agreement is effective to bind the Trustee.

Limited Waiver. The Consenting Effective as of and from the Amendment Effective Date, the Administrative Agent and the Lenders 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 hereby waive (and the “Waiver”)Lenders shall have all rights and remedies thereunder, on a one-time basisas 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. This Waiver shall be effective only Default and to the extent specifically set forth herein and shall not (a) be construed as a waiver no other term, condition or other provision 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 DocumentDocument (including any and all other amendments, whether arising as a consequence of consents, waivers, supplements or other modifications thereto) or, upon and after the effectiveness thereof, to any Default or Event of Default (other than with respect to the including any Default or Events Event of Default waived hereby, including resulting from a Change in Control that is not the Specified Event of Default) which may now exist have occurred and be continuing or otherwisemay occur in the future. The execution, all such rights delivery and remedies hereby being effectiveness of this Amendment shall not, except as expressly reservedcontemplated 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 the Lenders or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

Limited Waiver. The Consenting Lenders party hereto (constituting a) Subject to the Required Lenders) 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 Administrative Agent Lenders hereby conditionally waive (the “Waiver”), on a one-time basis, the Specified Event Events of Default. This Waiver shall be The limited conditional waiver set forth in this Section 2 is effective only to solely for the extent specifically purposes set forth herein and shall not be limited precisely as written and shall not, except as expressly provided herein, be deemed to (a) be construed as a consent to any amendment, waiver or modification of any breach, Default term or Event condition of Default other than as specifically waived herein nor as a waiver the Credit Agreement or of any breach, Default or Event of Default of which the Lenders have not been informed by the Loan Parties, other Financing Document; (b) affect prejudice any right that Agent or Lenders have or may have in the right of the Lenders to demand compliance by the Loan Parties future under or in connection 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 Financing Document, whether arising as ; (c) constitute a consequence 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 condition precedent under Section 7.2 of the Credit Agreement in respect of any advances of the Revolving Loans; (e) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit; or (f) establish a custom or course of dealing among any of the Credit Parties, on the one hand, 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 set forth herein, no Lender Party has agreed to waive any Events of Default forbear with respect to the Default any of its rights or remedies concerning any Events of Default waived herebyDefault, including that may have occurred or are continuing as of the Specified Event of Default) which date hereof, or that may now exist or otherwise, all such rights and remedies hereby being expressly reserved.occur after the date hereof

Limited Waiver. The Consenting Subject to the conditions to effectiveness set forth in Section 4 hereof, the Lenders party hereto (constituting the Required Lenders) and the Administrative Agent hereby waive (the “Waiver”)Existing Default for the Fiscal Quarter ending March 31, on a one-time basis, the Specified Event of Default2020. This Waiver waiver shall be effective only to the extent specifically set forth herein and 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 WaiverFourth 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 (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Existing Default) which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.. EXHIBIT 10.1

Limited Waiver. The Consenting Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Waiver, Agent and the Lenders party hereto hereby grant an extension to the Requested Waiver through August 10, 2021 (constituting subject to further extension as may be granted as set forth below); provided, that the Required Lenders) and the Administrative Agent hereby waive (the “Waiver”), on a one-time basis, the Specified Event of Default. This Waiver 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 nor as a waiver of herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by the any Loan PartiesParty, (b) affect the right of Agent or any of the Lenders to demand strict compliance by the each Loan Parties Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by this Waiverthe terms hereof, (c) be deemed a consent to or waiver of any future transaction or future action on the part of the any Loan Parties Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as waived herebydiminish, be deemed prejudice or construed to be a waiver or release of, or a limitation upon, the Administrative waive any of Agent’s or the Lenders’ exercise of any Lender’s rights or and remedies under the Credit Agreement or Agreement, any of the other Loan DocumentDocuments, or applicable law, whether arising as a consequence of any Default or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies hereby being expressly reservedremedies. 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 the Specified Events of Default notwithstanding the Requested Waiver.

Limited Waiver. The Consenting Lenders party hereto (constituting the Required Lenders) and Company hereby notifies the Administrative Agent hereby waive (and the “Waiver”), on a one-time basis, Lenders of the Specified 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. This Waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of , collectively with any breach, other Default or Event of Default other than as specifically waived herein nor 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 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 breach, other Default or Event of Default Default, whether now existing or hereafter occurring, shall not be subject to or receive the benefit of which such waiver. The parties hereto agree that the Lenders have foregoing does not been informed by establish a custom or course of dealing among the Loan PartiesAdministrative Agent, (b) affect the right of the Lenders to demand compliance by Lenders, the Loan Parties with all terms and conditions of the Loan Documentsor any other Person and, except as specifically modified or waived expressly contemplated by this WaiverAmendment, (c) shall not 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 consent to any amendment, waiver, modification or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise alteration of any rights other term, condition or remedies under covenant of the Credit Agreement or any other Loan Document, whether arising 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 consequence waiver by the Lenders of any Default or Event of Default (other than Default, and the Lenders reserve all rights and remedies with respect to the any Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.

Limited Waiver. The Consenting 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 party hereto (constituting the Required Lenders) hereby grant the Requested Waiver; provided, that the 2020 Financials, the 2020 Accountant’s Certificate, the 2020 Compliance Certificate, the BoA Financials, the BoA Accountant’s Certificate and the BoA Compliance Certificate are delivered to the Administrative Agent hereby waive Agent, for delivery to the Lenders on or before April 20, 2021 (or such later date to which the “Waiver”Required Lenders may agree in writing, which shall include, for the avoidance of doubt, written confirmation by e-mail); provided, on a one-time basisfurther, that the Specified Event of Default. This Waiver 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 nor as a waiver of herein, or (ii) any breach, Default or Event of Default of which Agent or any of the Lenders have not been informed by the any Loan PartiesParty, (b) affect the right of Agent or any of the Lenders to demand compliance by the each Loan Parties Party with all terms and conditions of the Credit Agreement and the Loan Documents, except as specifically consented to, modified or waived by this Waiverthe terms hereof, (c) be deemed a consent to or waiver of any future transaction or future action on the part of the any Loan Parties Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the Loan Documents, or (d) except as waived herebyset forth specifically herein, be deemed diminish, prejudice or construed to be a waiver or release of, or a limitation upon, the Administrative waive any of Agent’s or the Lenders’ exercise of any Lender’s rights or and remedies under the Credit Agreement or Agreement, any of the other Loan DocumentDocuments, or applicable law, whether arising as a consequence of any Default or Event of Default (other than with respect to the Default or Events of Default waived hereby, including the Specified Event of Default) which may now exist or otherwise, and Agent and each of the Lenders hereby reserve all of such rights and remedies hereby being expressly reservedremedies. 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 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 Acknowledged Defaults notwithstanding the Requested Waiver.