Common use of Limited Waiver Clause in Contracts

Limited Waiver. The Borrower acknowledges that the Pending Defaults will result from (i) the failure of the Credit Parties to be able to comply with the financial covenants contained in Section 7.11(c), (d) and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject to the terms and conditions set forth herein. This limited waiver shall not modify or affect (i) the Credit Parties' obligation to comply at the conclusion of the Waiver Period with the terms of Section 7.11(c), (d), or (e) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute a waiver of any rights or remedies the Agent, the Trustee, or any Bank may have under the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Banks to waive any other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable law.

Limited Waiver. Borrowers have advised Agent and Lenders that certain Events of Default have occurred and are continuing pursuant to Section 9.01(b) of the Credit Agreement, as a result of the Loan Parties’ failure to meet the minimum Consolidated EBITDA covenant set forth in Section 8.12(c) of the Credit Agreement and the Leverage Ratio covenant set forth in Section 8.12(e) of the Credit Agreement, in each case, for the Fiscal Quarter ended December 31, 2015 (each a “Specified Financial Covenant Default” and, collectively, the “Specified Financial Covenant Defaults”). The Borrower acknowledges Loan Parties have requested, among other things, that Agent and Lenders waive the Pending Specified Financial Covenant Defaults will result and the following Defaults and Events of Default resulting directly from the occurrence of any Specified Financial Covenant Default (including each Specified Financial Covenant Default, each a “Specified Default” and, collectively, the “Specified Defaults”): (a) that certain Event of Default under Section 9.01(e) of the Credit Agreement resulting from the Loan Parties’ failure to meet the minimum Consolidated EBITDA covenant set forth in Section 8.12(c) of the First Lien Credit Agreement and the Leverage Ratio covenant set forth in Section 8.12(e) of the First Credit Agreement, in each case, for the Fiscal Quarter ended December 31, 2015 (each a “First Lien Specified Financial Covenant Default”) and any other Default or Event of Default (each as defined under the First Lien Credit Agreement) under the First Lien Credit Agreement resulting directly from the occurrence of any other Specified Default, (b) any Event of Default under Section 9.01(k) of the Credit Agreement, if applicable, resulting directly from the occurrence of any other Specified Default, and (c) any Event of Default under Section 9.01(b) under the Credit Agreement arising from any failure to promptly notify the Agent of the occurrence of (i) any Default under the failure Credit Agreement with respect to any Specified Default pursuant to Section 7.03(a) of the Credit Parties to be able to comply with the financial covenants contained in Section 7.11(c), (d) Agreement and (eii) for any Default or Event of Default (each as defined under the fiscal quarter ending nearest Xxxxx 00, 0000, (xxFirst Lien Credit Agreement) under the failure First Lien Credit Agreement due to the occurrence of any First Lien Specified Financial Covenant Default or any other Default or Event of Default under the First Lien Credit Agreement resulting directly from the occurrence of any of the Specified Defaults pursuant to Section 7.03(b) of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as Agreement. Subject to the status satisfaction of the Consolidated Parties as a going concernconditions set forth herein, Agent and Lenders are willing to accommodate such request, on the terms set forth herein. Notwithstanding anything to the contrary contained in the Credit Agreement, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Loan Parties set forth herein. This limited waiver shall not modify or affect (i) , Agent and Lenders party hereto hereby waive the Credit Parties' obligation Specified Defaults and, except as expressly set forth herein, their right to comply at the conclusion of the Waiver Period with the terms of Section 7.11(c), (d), or (e) of take any action under the Credit Agreement or the other Loan Documents that they may otherwise have had as measured nearest Xxxxx 00, 0000, (xx) a result of the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end occurrence of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as Specified Defaults. This is a going concernlimited, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, one-time waiver and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall not be deemed to to: (a) constitute a waiver of any rights or remedies the Agent, the Trustee, other Event of Default or any Bank may have under other breach of the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Banks to waive any other Default or Event of DefaultLoan Documents, whether now existing or hereafter arising. This is , except as expressly set forth herein with respect to the Specified Defaults, (b) constitute a one-time waiverwaiver of any right or remedy of Agent or any of Lenders under the Loan Documents which does not arise as a result of any Specified Default (all such rights and remedies being expressly reserved by Agent and Lenders) or (c) establish a custom or course of dealing or conduct between Agent and Lenders, on the one hand, and Borrowers or any other Loan Party on the Agent and other hand. Except to the Banks shall have no obligation to extend the waiver or extent otherwise amend provided herein, the Credit Agreement at the end and each of the Waiver Period. The Credit Parties acknowledge other Loan Documents shall remain in full force and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree effect in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawaccordance with their respective terms.

Limited Waiver. The Borrower acknowledges In consideration of the agreements and obligations of Tenant set forth in Section 2 of this First Amendment, Landlord hereby agrees that, notwithstanding anything in Section 21.1.1 of the Lease to the contrary, if Tenant shall fail to satisfy its obligation under Section 21.1.1 to pay Minimum Rent at a Lease Rate of at least 6.0% for Fiscal Year 2010 and/or Fiscal Year 2011 on or before the expiration of the Lease Rate Cure Period, such failure shall not be deemed an Event of Default by Tenant under the Leases; provided, however, that it is expressly understood and agreed by Landlord and Tenant that the Pending Defaults will result from foregoing (i) the failure shall be a one-time waiver by Landlord of Tenant’s obligations under Section 21.1.1 of the Credit Parties Lease, shall be limited to be able Tenant’s obligation with respect to the payment of Minimum Rent for Fiscal Year 2010 and/or Fiscal Year 2011, as applicable, only, and Tenant’s obligation to fully comply with the financial covenants contained provisions of Section 21.1.1 of the Lease with respect to Fiscal Year 2012 and each Fiscal Year thereafter during the Term shall remain in Section 7.11(c)full force and effect, (dii) and (e) for shall not be construed or deemed in any manner whatsoever to constitute a concession or forgiveness of Rent, Additional Rent, Additional Charges or of any other applicable payment obligations by Tenant under the fiscal quarter ending nearest Xxxxx 00, 0000Lease, (xxiii) the failure shall not, and does not, constitute a waiver by Landlord of Landlord’s right to terminate any one (1) of more of the Credit Parties Leases in the event that Tenant shall fail to comply with satisfy its obligation under Section 7.1(a)'s requirement 21.1.1 to pay Minimum Rent at a Lease Rate of at least 6.0% for Fiscal Year 2010 and/or Fiscal Year 2011 on or before the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status expiration of the Consolidated Parties as a going concernLease Rate Cure Period, and (iiiiv) the failure shall not, and does not, other than as specifically set forth in this Section 3 of the Credit Parties this First Amendment, constitute a waiver of any other rights or remedies of Landlord to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject to fully enforce the terms and conditions set forth herein. This limited waiver shall not modify or affect (i) the Credit Parties' obligation to comply at the conclusion of the Waiver Period with the Lease, and, accordingly, all terms of Section 7.11(c), (d), or (e) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Defaultand provisions of, and (v) rights and remedies of Landlord under, the Credit Parties' obligation Lease hereby remain in full force and effect, subject to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute a waiver this Section 3 of any rights or remedies the Agent, the Trustee, or any Bank may have under the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Banks to waive any other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawFirst Amendment.

Limited Waiver. The Borrower acknowledges that Effective as of the Pending Defaults will result from date hereof, the 2017 Holder hereby waives (i) the failure of the Credit Parties to be able to comply with the financial covenants contained in Section 7.11(c), (d) and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as any adjustment to the status of Conversion Price (as defined in the Consolidated Parties as a going concern, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject to the terms and conditions set forth herein. This limited waiver shall not modify or affect (i) the Credit Parties' obligation to comply at the conclusion of the Waiver Period with the terms of Section 7.11(c), (d), or (e2017 Note) of the Credit Agreement 2017 Note pursuant to Section 7 thereof or the Exercise Price (as measured nearest Xxxxx 00, 0000, (xxdefined in the 0000 Xxxxxxx) the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period 2017 Warrant pursuant to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute a waiver of any rights or remedies the Agent, the Trustee, or any Bank 2 thereof that may have under the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies otherwise occur solely with respect to the Pending Defaults during issuance of the Waiver Securities hereunder or pursuant to the terms of the Notes and (ii) any term or condition of any Transaction Document (as defined in the 2017 Agreement) that would otherwise prohibit the issuance of the Securities hereunder or pursuant to the terms of the Notes, solely with respect to the issuance of the Securities hereunder and pursuant to the terms of the Notes, and not with respect to any other issuance or transaction. Effective as of the date of issuance of the 2017 Note, the 2017 Holder hereby waives (A) any Equity Conditions Failure, solely with respect to the applicable Installment Notice Date related thereto, but not with respect to such Installment Date or any other date in such Interim Installment Period related thereto, (B) any right pursuant to Section 8 of the 2017 Notes to demand payment of such Installment Amount in cash (whether as long a Designated Redemption Amount or otherwise) prior to the Maturity Date, (C) except for the August Adjustment (as no other Default or defined below), all adjustments to the Conversion Price of the 2017 Note pursuant to clause (A) of Section 8(b) of the 2017 Note and (D) any Event of Default occurs arising under 4(a)(xii) with respect to any notice (or existsdeemed notice, including for the avoidance of doubt any notice deemed delivered by operation of Section 1(e)) by the Company under Section 8 of the 2017 Note. The limited waiver set forth herein For the avoidance of doubt, after giving effect to the provisions of Section 1(e), (f) and (g) hereof, any Installment Amount to be paid on any Installment Date shall not be payable in cash prior to the Maturity Date pursuant to Section 8 of the 2017 Note and shall be effective only convertible, in this specific instance for whole or in part, at the duration option of the Waiver Period and shall not obligate 2017 Holder, by delivery of one or more Conversion Notices to the Banks Company pursuant to waive any other Default or Event clause (B) of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end Section 8(b) of the Waiver Period. The Credit Parties acknowledge and agree that unless 2017 Note (with no adjustments to the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration Conversion Price of the Waiver Period, and thereafter 2017 Note pursuant to clause (A) of Section 8(b) of the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, 2017 Note except with respect to the extent that any Defaults or Events of Defaults other than August Adjustment to the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawOutstanding Installment Conversion Amount).

Limited Waiver. The Borrower acknowledges that As of April 1, 2010, and until the Pending Defaults will result from (i) date immediately prior to the failure date hereof, the aggregate outstanding principal amount of the Credit Parties to be able Loan exceeded the Borrowing Base. In connection with the foregoing, Borrowers failed to comply with the financial covenants contained provisions set forth in Section 7.11(c), (d) and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject to the terms and conditions set forth herein. This limited waiver shall not modify or affect (i) the Credit Parties' obligation to comply at the conclusion of the Waiver Period with the terms of Section 7.11(c), (d), or (e2.3(d) of the Credit Loan Agreement as measured nearest Xxxxx 00, 0000, requiring Borrowers to promptly pay the amount of such excess to Agent together with interest accrued thereon (xx) the Credit Parties' obligation to comply with the terms of Section 7.11(c“Specified Default”), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute a waiver of any rights or remedies the Agent, the Trustee, or any Bank may have under the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Banks to waive any other Specified Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, constitutes an Event of Default will exist under the Credit Agreement at the expiration Section 8.1(a) of the Waiver PeriodLoan Agreement (the “Specified Event of Default”). As a result, and thereafter the Agent, Bahamian Collateral Agent and Lenders have the Trustee, right to exercise any and the Banks may pursue all rights and remedies available to them under the Credit Agreementat law or in equity, including, without limitation, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available set forth in the Loan Agreement. Notwithstanding the foregoing, Agent and Lenders hereby agree to them waive the Specified Event of Default solely as it relates to Borrowers failing to comply with the provisions set forth in respect thereof Section 2.3(d) of the Loan Agreement at any time between April 1, 2010 and the date immediately prior to the date hereof. Borrowers are hereby notified that irrespective of (i) any waivers or consents previously granted by Agent, Bahamian Collateral Agent and Lenders regarding the Loan Agreement and any other Loan Document, (ii) any previous failures or delays of Agent, Bahamian Collateral Agent and/or Lenders in exercising any right, power or privilege under the Credit AgreementLoan Agreement or any other Loan Document, or (iii) any previous failures or delays of Agent, Bahamian Collateral Agent and/or Lenders in the monitoring or in the requiring of compliance by Borrowers with the duties, obligations, and agreements of Borrowers in the Loan Agreement and the other Credit Loan Documents, Borrowers will be expected to comply strictly with their duties, obligations and agreements under the Loan Agreement and the other Loan Documents. Except as expressly set forth herein, nothing contained in this Agreement or any other communication between Agent, Bahamian Collateral Agent and/or Lenders and the Borrowers shall be a waiver of any past, present or future violation, Default or Event of Default of Borrowers under the Loan Agreement or any other Loan Documents (including, without limitation, any continuation beyond the date hereof of any violations described above (it being understood that the continued existence of facts which as of the date hereof cease, by virtue of an amendment herein, to constitute violations, shall not be deemed to be such a continuation)). Similarly, Agent, Bahamian Collateral Agent and applicable lawLenders hereby expressly reserve any rights, privileges and remedies under the Loan Agreement and each Loan Document that Agent, Bahamian Collateral Agent and Lenders may have with respect to each violation, Default or Event of Default, and any failure by Agent, Bahamian Collateral Agent and/or Lenders to exercise any right, privilege or remedy as a result of the violations set forth above shall not directly or indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the rights of Agent, Bahamian Collateral Agent and/or Lenders, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Loan Agreement or any other Loan Documents, (ii) amend or alter any provision of the Loan Agreement or any other Loan Documents or any other contract or instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of Borrowers or any rights, privilege or remedy of Agent, Bahamian Collateral Agent, and/or Lenders under the Loan Agreement or any other Loan Documents or any other contract or instrument. Nothing in this Agreement shall be construed to be a consent by Agent, Bahamian Collateral Agent, and/or Lenders to any prior, existing or future violations of the Loan Agreement or any other Loan Document (including, without limitation, any continuation beyond the date hereof of any violations described above (it being understood that the continued existence of facts which as of the date hereof cease, by virtue of an amendment herein, to constitute violations, shall not be deemed to be such a continuation)).

Limited Waiver. The Borrower acknowledges that the Pending Defaults will result from 2.1 If (iA) the failure Collateral Agent and the Noteholder Collateral Agent have received an executed copy of the Credit Parties Equity and Asset Purchase Agreement relating to be able to comply with the financial covenants contained Brake Sale and the Brake Sale is closed on substantially the same terms as set forth therein on or before March 31, 2013 (unless such time is extended by the Collateral Agent in its sole discretion and by Noteholder Collateral Agent upon receipt of the documents specified in Section 7.11(c9.05 of the Indenture), (dB) and the net cash proceeds received from the Brake Sale are (e1) paid directly by the purchaser to the Noteholder Collateral Agent to be held in trust for an offer to purchase the fiscal quarter ending nearest Xxxxx 00, 0000Senior Secured Notes in an amount equal to such net cash proceeds in accordance with the provisions of the Indenture (the “Offer”), (xx2) used to make the failure Offer, which Offer shall be commenced within sixty (60) days of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery receipt thereof and completed within ninety (90) days of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concernreceipt thereof, and (iii3) held by the failure Noteholder Collateral Agent pending completion of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject to the terms and conditions set forth herein. This limited waiver shall not modify or affect (i) the Credit Parties' obligation to comply at the conclusion of the Waiver Period Offer in accordance with the terms of Section 7.11(c)foregoing terms, (d), or (eC) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute a waiver of any rights or remedies the Agent, the Trustee, or any Bank may have under the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as there is no other Default or Event of Default occurs under the Revolving Facility Documents or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration Noteholder Documents at the time the Offer is made and (D) the Tier I Payment Conditions are satisfied at all times from and after the date of the Waiver Period and shall not obligate the Banks to waive any other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end consummation of the Waiver Period. The Credit Parties acknowledge Brake Sale until the Offer is complete, then, upon and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events such conditions are satisfied and subject to the effectiveness of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Periodthis Waiver, the AgentCollateral Agent (with the consent of the Required Lenders, which consent the Trustee Collateral Agent has received) and the Banks may immediately pursue Noteholder Collateral Agent hereby waive the requirement under Section 2.05(b) of the Intercreditor Agreement that the portion of the aggregate sales price deemed to be proceeds of the Revolving Facility First Lien Collateral, on the one hand, and the Noteholder First Lien Collateral, on the other hand, be allocated to the Noteholder First Lien Collateral or the Revolving Facility First Lien Collateral in accordance with their respective fair market values, as be determined by an Independent Qualified Party (as defined in the Intercreditor Agreement) (it being agreed that the failure to satisfy of any condition contained herein will result in all rights requirements under Section 2.05(b) of the Intercreditor Agreement remaining in full force and remedies available effect). The Collateral Agent (with the consent of the Required Lenders, which consent the Collateral Agent has received) and the Noteholder Collateral Agent hereby further agree that, notwithstanding anything to them the contrary in respect thereof under Section 2.05 of the Credit Intercreditor Agreement, the other Credit Documents net cash proceeds received from the Brake Sale may be paid directly to and applicable lawheld by the Noteholder Collateral Agent in trust pending completion of the Offer in accordance with clause (B) above.

Limited Waiver. The Borrower acknowledges has advised Administrative Agent and Lenders that it has restructured its Subsidiaries’ ownership of certain unmortgaged royalty interests and certain unmortgaged Colorado and Kansas properties by creating three new Subsidiaries (Ellora Royalties GP, Inc., a Colorado corporation, Ellora Royalties, LLC, a Colorado limited liability company, and Ellora CO, LLC, a Colorado limited liability company) and by converting its Subsidiary previously named Ellora, LLC into Ellora Royalties, LP, a Colorado limited partnership. Borrower has further advised Administrative Agent and Lenders that Borrower did not promptly comply with the Pending Defaults will result from provisions of (ia) the failure Sections 8.14(b) and 9.15 of the Credit Parties to be able to comply Agreement in connection with the financial covenants contained in Section 7.11(c)Borrower’s creation of such new Subsidiaries, (db) and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject to the terms and conditions set forth herein. This limited waiver shall not modify or affect (i) the Credit Parties' obligation to comply at the conclusion of the Waiver Period with the terms of Section 7.11(c), (d), or (e8.01(i) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply in connection with the terms conversion and name change of Section 7.11(c)Ellora, (d)LLC, or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00a Colorado limited liability company, 0000to Ellora Royalties, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as LP, , a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of DefaultColorado limited partnership, and (vc) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in Section 8.02(b) of the Credit Agreement in connection with giving notice of the litigation described in Schedule 7.05 hereto (such violations collectively referred to herein as the “Specified Violations”). Borrower has advised Administrative Agent and Lenders that the other Credit DocumentsSpecified Violations have been cured and no longer exist. Except Nonetheless, Borrower requests that Lenders execute this First Amendment in part to evidence the Lenders’ limited waiver of the Specified Violations, which occurred during the period prior to the First Amendment Effective Date (the “Specified Period”). In reliance on the representations and warranties of Borrower contained herein, and subject to the limitations set forth herein, Lenders party hereto hereby waive the Specified Violations for the Specified Period. The limited waiver set forth above, nothing granted under this First Amendment is limited solely to the Specified Violations and solely for the Specified Period. Nothing contained herein shall be deemed to constitute a waiver of any rights other action or remedies inaction of Borrower which constitutes (or would constitute) a violation of any provision of the Agent, the TrusteeCredit Agreement or any other Loan Document, or any Bank may have which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Credit Document Loan Document. Neither Lenders nor the Administrative Agent shall be obligated to grant any future waivers, consents or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies amendments with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Banks to waive any other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the any other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable law.Loan Document

Limited Waiver. The Borrower acknowledges that the Pending Defaults will result from (i) the failure As of the Credit Parties to be able to comply with Effective Date, the financial covenants contained in Section 7.11(c), Lender hereby (da) and (e) for waives the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure provisions of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concernletter agreement dated August 12, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 1996 (the "Waiver PeriodPOST-CLOSING LETTER"), subject ) between the Borrower and the Lender with respect to the terms and conditions obligation of the Borrower to deliver the documents set forth herein. This limited waiver shall not modify or affect on ANNEX D attached hereto and made a part hereof (ithe "POST-CLOSING DOCUMENTS") within the Credit Parties' obligation time periods specified in the Post-Closing Letter and extends the time period for the delivery of such documents to comply at December 30, 1996 and (b) waives the conclusion Events of the Waiver Period with the terms of Section 7.11(c), (d), or (eDefault under Sections 10.01(c) and 10.01(d) of the Credit Agreement as measured nearest Xxxxx 00resulting from the Borrower's failure to deliver the Post-Closing Documents within the time periods specified in the Post-Closing Letter; PROVIDED, 0000HOWEVER, that, if such Post-Closing Documents are not delivered on or before March 5, 1997 (xx) the Credit Parties' obligation to comply with the terms of Section 7.11(c"EXPIRATION DATE"), (d), or (ex) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000limited waiver under this SECTION 4 shall expire, (xxxy) the Credit Parties' obligations at Borrower shall pay to the end Lender on the Expiration Date a fee in the amount of $25,000, and the Borrower hereby irrevocably authorizes the Lender to make a Revolving Loan on the Expiration Date to pay such fee without regard to the notice requirements set forth in Section 3.02(b)(iii) of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of DefaultAgreement, and (vz) notwithstanding any payment of the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained fee described in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute a waiver of any rights or remedies the AgentCLAUSE (y), the TrusteeEvents of Default arising from the Borrower's failure to deliver the Post-Closing Documents prior to the Expiration Date shall remain in effect until all of the Post-Closing Documents, or any Bank may have under in form and substance satisfactory to the Credit Agreement or any other Credit Document or under applicable law; it being understood that Lender, are delivered to the Agent, the TrusteeLender, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Banks to waive any other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue Lender reserves all rights and remedies available to them under it as a result of the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or continued existence of such Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawDefault.

Limited Waiver. The Borrower acknowledges that Pursuant to the Pending Defaults will result from (iprovisions of Section 3H(a) the failure of the Credit Parties Purchase Agreement, the Company is required to be able notify each SBIC Holder at least 15 days prior to comply with the financial covenants contained taking any action after which members of the Company's management would cease to own at least 25% of the outstanding voting securities of the Company. After taking into account the transactions contemplated by that certain Common Stock Purchase Agreement, dated of even date hereiwth, by and among the Company, CIVC and MIG, substantially in Section 7.11(cthe form attached hereto as Exhibit A (the "Common Stock Purchase Agreement"), (dmembers of the Company's management will cease to own at least 25% of the outstanding voting securities of the Company. The Company may not have provided the notice required by Section 3H(a) of the Purchase Agreement. Pursuant to the provisions of Sections 4A(b) and (e4B(b), 4A(d), and 4C of the Purchase Agreement, the Company is required to maintain its Interest Coverage Ratio, Net Worth and Net Income, respectively, at or above the level set forth in such Sections. Pursuant to the provisions of Sections 4A(c) and 4B(c) of the Purchase Agreement, the Company is required to maintain its Cash Flow Leverage Ratio at or below the level set forth in such Sections. The Company has reported that it failed to maintain its Interest Coverage Ratio or Net Worth at or above the required level for or during the Measurement Period ending December 31, 2000. The Company has reported that it failed to maintain its Net Income at or above the required level for the fiscal quarter monthly periods ending nearest Xxxxx 00November 30, 00002000 and December 31, (xx) 2000. The Company has reported that it failed to maintain its Cash Flow Leverage Ratio at or below the failure of the Credit Parties to comply with Section 7.1(a)'s requirement required level for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concernprior Measurement Period ending December 31, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or 2000. The Events of Default. The Required Banks Default described in the preceding sentences of this Section 2 are the "Existing Defaults." On the effective date of this Amendment, the Purchasers hereby waive the Pending Existing Defaults for the period from March 31event, 2003 through and including June 10Measurement Period or monthly period, 2003 (the "Waiver Period")as applicable, subject indicated. This waiver is limited to the express terms and conditions set forth herein. This limited waiver shall not modify or affect (i) the Credit Parties' obligation to comply at the conclusion of the Waiver Period with the terms of Section 7.11(c), (d), or (e) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute a waiver of any rights or remedies the Agent, the Trustee, or any Bank may have under the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period hereof and shall not obligate the Banks extend to waive any other Default or Default, Event of Default, now existing period or hereafter arisingComputation Period. This waiver is a one-time waivernot, and shall not be deemed, a course of performance upon which the Agent and the Banks shall have no obligation Company may rely with respect to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10any other Default, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, or request for a waiver and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that Company expressly waives any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawsuch claim.

Limited Waiver. Subject to satisfaction of the conditions set forth in Section 3, the Noteholders hereby waive any Event of Default which may arise under Section 10.5 of the Note Purchase Agreement as a result of the existence of certain rights which may constitute Liens on the Securities of the Specified Entities and Amedisys Home Health, a Xxxxxxxx Medical Center Partner, LLC which may not be permitted by Section 10.5 of the Note Purchase Agreement. The Borrower acknowledges that waiver set forth in this Section 5 (the Pending Defaults will result from (i“Waiver”) is limited to the extent specifically set forth above and no other terms, covenants or provisions of the Note Purchase Agreement or any other Financing Document are intended to be affected hereby. The Waiver is granted only with respect to any failure of the Credit Parties to be able to comply with the financial covenants contained in Section 7.11(c), (d) and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Credit Parties Issuers to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status 10.5 of the Consolidated Parties Note Purchase Agreement as a going concern, and (iii) the failure result of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery existence of certain rights which may constitute Liens on the Securities of the auditor's certificate identifying Specified Entities and Amedisys Home Health, a Xxxxxxxx Medical Center Partner, LLC that are not permitted by Section 10.5 of the Note Purchase Agreement and shall not apply to any Defaults violation of Section 10.5 with respect to any Liens other than the existing rights on the Securities of the Specified Entities and Amedisys Home Health, a Xxxxxxxx Medical Center Partner, LLC, in each case, as of the Effective Date, or Events any actual or prospective default or violation of Defaultany other provision of the Note Purchase Agreement or any other Financing Document. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject to the terms and conditions set forth herein. This limited waiver shall not modify in any manner create a course of dealing or affect (i) otherwise impair the Credit Parties' obligation to comply at the conclusion future ability of the Waiver Period with Noteholders to declare a Default or Event of Default under or otherwise enforce the terms of Section 7.11(c), (d), the Note Purchase Agreement or (e) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation any other Financing Document with respect to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter matter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, those specifically and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained expressly waived in the Credit Agreement and the other Credit DocumentsWaiver. Except for the limited waiver as expressly set forth abovein this Agreement, nothing contained herein shall be deemed in any way (i) waive, release, modify or limit the Issuers’ respective obligations to constitute a waiver otherwise comply with all terms and conditions of any rights or remedies all of the Agent, Note Purchase Agreement and the Trusteeother Financing Documents, or (ii) waive, release, modify or limit any Bank may have under the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration all of the Waiver Period Noteholders’ rights, remedies and shall not obligate the Banks to waive any other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawprivileges thereunder.

Limited Waiver. The Borrower acknowledges that the Pending Defaults will result from (i) the failure of the Credit Parties to be able to comply with the financial covenants contained in Section 7.11(c), (d) and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject Subject to the terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein. This limited waiver shall not modify or affect , each Lender hereby (ia) waives the Credit Parties' obligation Defaults and Events of Default arising prior to comply at the conclusion of the Waiver Period with the terms of date hereof under Section 7.11(c), (d), or (e11.1(d) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) a result of the Credit Parties' obligation Consolidated Group’s failure to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxxi) the Credit Parties' obligations at the end Consolidated Lease-Adjusted Leverage Ratio covenant set forth in Section 10.17(a) of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute a waiver of any rights or remedies the Agent, the Trustee, or any Bank may have under the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during Four-Quarter Period ended on or about December 31, 2017 and (ii) the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver Consolidated Debt Service Coverage Ratio covenant set forth herein in Section 10.17(b) of the Credit Agreement with respect to the Four-Quarter Period ended on or about December 31, 2017 (collectively, the “Specified Defaults”) and (b) waives any requirement under Section 9.2(a) of the Credit Agreement to deliver a Compliance Certificate with respect to the Four-Quarter Period ended on or about December 31, 2017; provided, however, that (i) the Applicable Margin shall continue to be based on Pricing Level I until the fifth Business Day immediately following the next Interest Determination Date and (ii) for informational purposes, the Consolidated Group shall be effective only required to deliver calculations (in this specific instance for form and detail reasonably satisfactory to the duration of the Waiver Period and shall not obligate the Banks to waive any other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end Required Lenders) of each of the Waiver Consolidated Debt Service Coverage Ratio and the Consolidated Lease-Adjusted Leverage Ratio for the Four-Quarter Period ending on or about December 31, 2017 concurrently with the financial statements delivered pursuant to Section 9.1(a) for such Four-Quarter Period, in each case as such ratios would have been calculated prior to giving effect to this Amendment. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration Each of the Waiver Period, parties hereto acknowledges and thereafter agrees that the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, waivers set forth in this Section 2 are limited to the extent that any Defaults specifically set forth in this Section 2 and no other terms, covenants or Events provisions of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available Loan Documents are intended to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawbe affected hereby.

Limited Waiver. The Borrower acknowledges that Administrative Agent and Lenders acknowledge receipt of materials provided by the Pending Defaults will result from (i) the failure of the Credit Parties to be able to comply with the financial covenants contained in Section 7.11(c), (d) Parent and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as distributed to the status of Lenders on June 23, 2020 (the Consolidated Parties as a going concern“Specified Disclosure”). On the Amendment Effective Date, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks Lenders hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject to the terms and conditions set forth herein. This limited waiver shall not modify any Potential Default or affect (i) the Credit Parties' obligation to comply at the conclusion Event of the Waiver Period with the terms of Default that may arise under Section 7.11(c), (d), or (e) 8.1.9 of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end a result of the Waiver Period situation described in the Specified Disclosure (the “Potential Specified Default”) and agree not to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, enforce their rights and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in remedies under the Credit Agreement with respect to any Potential Specified Default so long as (i) no later than ninety (90) days after the Amendment Effective Date (or such later date as agreed by the Administrative Agent in its sole discretion), the Parent shall make senior management available for an update call with the Administrative Agent to provide a summary of the investigation results and description of subsequent actions taken, if any, in connection with the situation described in the Specified Disclosure and (ii) the information provided pursuant to the foregoing clause (i) is reasonably acceptable to the Administrative Agent, including, without limitation, that the situation described in the Specified Disclosure has not resulted in any material fines, penalties, or other Credit Documentssimilar material liabilities to the Borrowers or any of their respective Subsidiaries. Except for The waivers described in this Section 3 are limited to the limited waiver set forth above, nothing contained herein shall be deemed to specific covenants referenced and do not constitute a waiver of any rights other covenant or remedies the Agent, the Trustee, or any Bank may have under provision of the Credit Agreement or any other Credit Document or under applicable law; it being understood that Loan Document, nor do such waivers indicate any agreement on the Agentpart of the Lenders to grant any such waivers in the future. In all other respects, each of the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein Loan Parties shall be effective only and remain in this specific instance for the duration of the Waiver Period and shall not obligate the Banks to waive any other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend full compliance with the Credit Agreement at and the end foregoing waiver shall not extend to prejudice any rights of the Waiver Period. The Credit Parties acknowledge and agree that unless Administrative Agent or the Required Banks further amend the Credit Agreement or otherwise agree Lenders in writing to continue this waiver beyond June 10respect of any other breach, 2003if any, an Event by any Loan Party of Default will exist under the Credit Agreement at the expiration any other provisions of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable law.

Limited Waiver. The Borrower acknowledges that the Pending Defaults will result from (i) the failure By execution and delivery of this Agreement, each of the Credit Parties to be able to comply with the financial covenants contained in Section 7.11(c), (d) and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying Lenders hereby temporarily waives any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject to the terms and conditions set forth herein. This limited waiver shall not modify or affect (i) the Credit Parties' obligation to comply at the conclusion of the Waiver Period with the terms of Section 7.11(c), (d), or (e) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute a waiver of any rights or remedies the Agent, the Trustee, or any Bank may have under the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for arising under Section 7(g) to the duration of extent, and solely to the Waiver Period and shall not obligate the Banks to waive any other extent, such Default or Event of Default is caused by a Specified Financial Statement Reporting Default. Each Lender also agrees that if (a) Holdings delivers its Form 10-Q for the fiscal quarter ended on or about June 28, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation 2013 to extend the waiver or otherwise amend the Credit Agreement at the end each of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing trustees under each such indenture prior to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Periodsixty day grace period set forth therein (or prior to the expiration of any extended grace period or temporary waiver of a Specified Financial Reporting Default provided for in any Indenture Waiver), and thereafter such delivery is effective to cure the Agent“Defaults” and “Events of Default” under and as defined in the applicable indentures caused by Holdings’s failure to deliver its quarterly financial statements on Form 10-Q in a timely manner, or (b) Holdings obtains Indenture Waivers under each of the Convertible Senior Note Indenture, the Trustee, and Senior Unsecured Note Indenture or the Banks may pursue all rights and remedies available to them Subordinated Convertible Note Indenture that permanently waive the Specified Financial Reporting Defaults under the Credit Agreementeach such indenture, the other Credit Documents corresponding Default and applicable lawEvent of Default under Section 7(g) shall also be deemed cured. The Credit Parties foregoing temporary waiver shall automatically expire without any further acknowledge action by any Person on the earliest of (x) October 28, 2013 unless (i) previously cured by Holdings on or prior to such date or (ii) Holdings has received, with respect to each such indenture, Indenture Waivers that either (A) extend the grace periods provided for in the indentures or (B) temporarily waive the Specified Financial Reporting Defaults, in which case this temporary waiver shall be extended until the earliest expiration date of any such grace period or temporary waiver provided for in such Indenture Waivers, (y) the commencement of any enforcement action, including any acceleration of the notes, under any such indenture and agree that, to (z) the extent that occurrence of any Defaults other “Default” or Events “Event of Defaults other than Default” under any of the Pending Defaults now exist or hereafter arise during the Waiver PeriodConvertible Senior Note Indenture, the Agent, Senior Unsecured Note Indenture or the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawSubordinated Convertible Note Indenture.

Limited Waiver. The Borrower acknowledges that Providing the Pending Defaults will result from above conditions precedent are fully satisfied, the Bank hereby agrees to waive (i) the failure requirements of Paragraph (h) of the Credit Parties to be able to comply with “AFFIRMATIVE COVENANTS” Section of the financial covenants contained in Section 7.11(c)Note, (d) and (e) which sets forth the Financial Covenants requirements under the terms of the Loan, for the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concernended 12/31/09 only, and (iiiii) the failure requirements of Paragraph (a) of the Credit Parties to comply with “FINANCIAL STATEMENTS” Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events Note for fiscal year ended 12/31/09 only, provided, however, Borrower must deliver the Annual audited signed Financial Statements of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 Borrower prepared by a Certified Public Accountant (the "Waiver Period"), subject “CPA”) acceptable to the Bank and its annual 10 K within one hundred twenty (120) days after the end of fiscal year ended 12/31/09 (April 30, 2010). AMENDMENT: Pursuant to your request, providing the above conditions precedent are fully satisfied, the Bank agrees to modify the Paragraph (h) Financial Covenants requirements to hereafter read as set forth in the Restated Note. All other terms, conditions, definitions and provisions of the Note remain unchanged and in full force and effect. Please be aware that this Limited Waiver and Amendment pertains only to the matters and fiscal periods specifically set forth herein and it pertains only to the specific terms and conditions of the Note set forth herein. This limited waiver shall not modify or affect (i) the Credit Parties' obligation to comply at the conclusion All other terms, conditions, definitions and provisions of the Waiver Period Note not specifically and expressly amended hereby and all terms, conditions, definitions and provisions of all other loan documents executed and delivered in connection with the terms of Section 7.11(c), (d), or (e) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, Loan remain in full force and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute a waiver of any rights or remedies the Agent, the Trustee, or any Bank may have under the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults effect during the Waiver Period as long as no other Default or Event term of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Banks to waive any other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10and thereafter. (Signature pages follow) MANUFACTURERS AND TRADERS TRUST COMPANY, 2003a New York banking institution By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Vice President ACKNOWLEDGED AND AGREED TO BY: “BORROWER” EMERGING VISION, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver PeriodINC. By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx, and thereafter the AgentPresident & Chief Executive Officer AGREED, the TrusteeCONSENTED TO AND RATIFIED BY: "GUARANTORS" OG ACQUISITION, and the Banks may pursue all rights and remedies available to them under the Credit AgreementINC. By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx, the other Credit Documents and applicable lawChief Executive Officer COMBINE BUYING GROUP, INC. The Credit Parties further acknowledge and agree thatBy: /s/ Xxxxx Xxxxx Xxxxx Xxxxx, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver PeriodChief Executive Officer 1725758 ONTARIO INC. D/B/A THE OPTICAL GROUP By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx, the AgentChief Executive Officer VISIONCARE OF CALIFORNIA D/B/A STERLING VISIONCARE By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit AgreementChief Executive Officer EMERGING BUSINESS BROKERAGE, the other Credit Documents and applicable lawINC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer EMERGING VISION KING OF PRUSSIA, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer EMERGING VISION USA, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer EV ACQUISITION, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer EV CONTACTS, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer INSIGHT IPA OF NEW YORK, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer OPTI-CAPITAL, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer SINGER SPECS OF XXXXXXXXXXXX, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer SINGER SPECS, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF BAYSHORE, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF CHAUTAUQUA, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF COLLEGE POINT, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF COMMACK, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF CP, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF CROSSGATES MALL, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF GRAND FORKS, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF HUNTINGTON, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF XXXXXXX, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF JEFFERSON VALLEY, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF LAVALE, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF NEWBURGH, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF ROCKAWAY, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF WARMINSTER, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF XXXXX, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF WEST HEMPSTEAD, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF XXXXXXXXXXXX, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING OPTICAL OF W.P ROAD, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer XXXXXXXX U.S.A, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION BOS, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION DKM, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF 794 LEXINGTON, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF AVIATION MALL, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF ANNAPOLIS, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF XXXXX MALL, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF BEAVER DAM, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF XXXXXXXX, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF BROOKFIELD SQUARE, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF CALIFORNIA, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF CAMBRIDGE SQUARE, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF CAMP HILL, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF XXXXXXX PARK, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF COLUMBIA MALL, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF DELAFIELD, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF DULLES, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF EAST ROCKAWAY, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF FAIR OAKS, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF XXXXXX ST., INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF GREEN ACRES, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF HAGERSTOWN, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF HEMPSTEAD, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF IRONDEQUOIT, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF ISLANDIA, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF XXXXXXX CITY, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF KENOSHA, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF M STREET, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF MENLO PARK, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF XXXXXXXXXX MALL, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF MYRTLE AVE., INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF NANUET, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF NEWPARK, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF OLEAN, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF ONTARIO XXXXX, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF XXXXXX XXXXX, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF PARAMUS PARK, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF POTOMAC XXXXX, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF SOUTH TOWN PLAZA, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF SPOTSYLVANIA, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF STATEN ISLAND, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer STERLING VISION OF WESTMINSTER, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer VISIONCARE OF CALIFORNIA By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Its President & Chief Executive Officer VISION OPTICAL CO. By: /s/ Xxxxx Xxxxx

Limited Waiver. The In Amendment No. 8, the Administrative Agent and the Lenders party thereto waived any requirements to prepay the Term Loan pursuant to Section 2.9(c) of the Existing Credit Agreement solely with respect to capital contributions to Holdings made subsequent to the Amendment No. 8 Effective Date and prior to June 30, 2023 in an aggregate amount of up to $1,500,000 to be used for working capital or general corporate purposes of Holdings and its Subsidiaries, including for Investments and Permitted Acquisitions, provided, that no later than the third Business Day following receipt by Holdings of the first such capital contribution, Borrower acknowledges shall prepay the Term Loan in an aggregate amount equal to $50,000. Subject to the satisfaction of all of the conditions set forth in Section 4 below, effective as of the Effective Date, the Administrative Agent and the Lenders party hereto constituting Required Lenders hereby waive the obligation of Borrower to prepay the Term Loan in the aggregate amount equal to $50,000, in connection with an aggregate amount of up to a $1,500,000 capital contribution(s) to Holdings made subsequent to Amendment No. 8 Effective Date and prior to June 30, 2023, provided that Borrower prepays the Pending Defaults will result from Term Loan in the amount of (i) $25,000 prior to June 30, 2023 and (ii) $25,000 on or prior to December 31, 2023 and, for the failure avoidance of doubt, the Credit Parties waiver of such one lump-sum pre-payment and accommodation for allowing the pre-payment to be able to comply with effected in two installments shall not be an Event of Default under the financial covenants contained in Section 7.11(c), (d) and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Existing Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of DefaultAgreement. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject to the terms and conditions waiver set forth in this Section 3 is a limited waiver, shall be limited precisely as written, and, except as expressly provided herein. This limited waiver , shall not modify be deemed or affect otherwise construed to (i) the Credit Parties' obligation to comply at the conclusion of the Waiver Period with the terms of Section 7.11(c), (d), or (e) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute a waiver of any rights other term or remedies provision of the Agent, the Trustee, or any Bank may have under the Existing Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Banks to waive any other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree thator (ii) operate as a waiver of any right, to power or remedy of any Lender or the extent that Administrative Agent under any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawDocuments.

Limited Waiver. The Borrower acknowledges that the Pending Defaults will result from (i) the failure of the Credit Parties to be able to comply with the financial covenants contained in Section 7.11(c), (d) and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject A. Subject to the terms and conditions set forth herein. This limited waiver shall not modify or affect (i, and in reliance on the representations and warranties of Borrower herein contained, but notwithstanding anything to the contrary contained in subsection 2.4B(iii)(e) of the Credit Parties' obligation to comply at Agreement, the conclusion undersigned hereby agree that the Borrower may reduce the amount (if any) of the Waiver Period with prepayment of the terms Loans and/or reduction of Section 7.11(cthe Revolving Loan Commitments, the LC Facility Commitments and/or the Synthetic Letter of Credit Commitments, as the case may be, required under subsection 2.4B(iii)(e) for Fiscal Year 2003 by an amount not to exceed $25,000,000 (the "RETAINED AMOUNT"). The Retained Amount shall be used by the Borrower to fund all or a portion of the purchase price of the [Target] Acquisition (the "PERMITTED USE"); provided, (d)however, that if any portion of the Retained Amount has not been applied to fund the Permitted Use on or (eprior to the earlier of the [Target] Acquisition Effective Date and May 31, 2004, the Borrower shall apply such unused portion of the Retained Amount on such earlier date to prepay the Loans and/or reduce the Revolving Loan Commitments, the LC Facility Commitments and/or the Synthetic Letter of Credit Commitments, as the case may be, permanently. Any prepayments or commitment reductions pursuant to the foregoing proviso shall be treated as prepayments or commitment reductions under subsection 2.4B(iii)(e) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply with the terms for Fiscal Year 2003 for all purposes of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Loan Documents. Except for The Borrower shall deliver an Officer's Certificate certifying as to the limited waiver set forth above, nothing contained herein shall be deemed amount of the Retained Amount on or prior to constitute a waiver the date when the prepayments and/or commitment reductions (if any) required under subsection 2.4B(iii)(e) of any rights or remedies the Agent, the Trustee, or any Bank may have under the Credit Agreement are required to be made, and shall deliver another Officer's Certificate on or any other Credit Document or under applicable law; it being understood that prior to the Agentearlier of the [Target] Acquisition Effective Date and May 31, 2004, demonstrating the application of the Retained Amount to the Permitted Use and/or to the prepayment of the Loans and/or the reduction of the Revolving Loan Commitments, the Trustee, and LC Facility Commitments or the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event Synthetic Letter of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Banks to waive any other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawCommitments.

Limited Waiver. The Borrower acknowledges that In reliance on the Pending Defaults will result from (i) representations, warranties, covenants and agreements contained in this Second Amendment, and the failure satisfaction of the Credit Parties to be able to comply with the financial covenants contained conditions precedent set forth in Section 7.11(c)5 hereof, (d) and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying Lenders hereby waive any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject Default arising solely due to the terms and conditions set forth herein. This limited waiver shall not modify or affect Specified Non-Compliance; provided that (ix) the Credit Parties' obligation to comply at the conclusion of the Waiver Period with the terms of Section 7.11(c), (d), or (e) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained provided for herein shall be deemed to constitute a one-time waiver of and the Administrative Agent and the Lenders shall have no obligation to grant any rights future waivers, consents or remedies the Agent, the Trustee, or any Bank may have under amendments with respect to the Credit Agreement or any other Credit Loan Document or under applicable law; it being understood that and (y) the Agent, waiver of the TrusteeSpecified Hedging Non-Compliance shall not apply, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or it shall constitute an immediate Event of Default occurs under the Credit Agreement, if one or existsmore Swap Agreements entered into by Borrower and/or its Subsidiaries (when aggregated and netted with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) cause the aggregate notional volumes of all Swap Agreements in respect of crude oil then in effect to exceed, as of any date, for any calendar month in 2015 or 2016, 100% of the reasonably anticipated production from the proved Oil and Gas Properties, as listed on the most recently delivered Reserve Report pursuant to Section 2.07, of the Loan Parties for crude oil. The limited waiver set forth herein Neither the execution by the Administrative Agent or the Lenders of this Second Amendment, nor any other act or omission by the Administrative Agent or the Lenders or their officers in connection herewith, shall be effective only in this specific instance for deemed a waiver by the duration Administrative Agent or the Lenders of the Waiver Period and shall not obligate the Banks to waive any other Default defaults which may exist or Event of Default, now existing or hereafter arising. This is a one-time waiver, and which may occur in the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist future under the Credit Agreement at and/or the expiration other Loan Documents, or any future defaults of the Waiver Periodsame provision waived hereunder (collectively “Other Violations”). Similarly, and thereafter nothing contained in this Second Amendment shall directly or indirectly in any way whatsoever either: (a) impair, prejudice or otherwise adversely affect the Administrative Agent’s or the Lenders’ right at any time to exercise any right, privilege or remedy in connection with the Loan Documents with respect to any Other Violations; (b) other than the amendments expressly provided for in Section 2 hereof, amend or alter any provision of the Credit Agreement, the Trusteeother Loan Documents, and or any other contract or instrument; or (c) constitute any course of dealing or other basis for altering any obligation of the Banks may pursue all rights and remedies available to them Borrower or any right, privilege or remedy of the Administrative Agent or the Lenders under the Credit Agreement, the other Credit Documents and applicable lawLoan Documents, or any other contract or instrument. The Credit Parties further acknowledge and agree that, Nothing in this Second Amendment shall be construed to be a consent by the extent that Administrative Agent or the Lenders to any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawOther Violations.

Limited Waiver. The Borrower acknowledges and the MLP have informed the Administrative Agent, the Issuing Bank and the Lenders that (a) the MLP does not expect to be in compliance with the Consolidated Debt Coverage Ratio covenant contained in Section 6.11 of the Reimbursement Agreement (the “Leverage Ratio Covenant”) as of the last day of the fiscal quarter ending June 30, 2012 and (b) the MLP does not expect to be in compliance with Leverage Ratio Covenant as of the last day of the fiscal quarter ending September 30, 2012. Accordingly, the Borrower and the MLP have requested that the Pending Defaults will result from Administrative Agent, the Issuing Bank and the Lenders irrevocably waive, and effective as of the Effective Date, the Administrative Agent, the Issuing Bank and the Lenders do hereby irrevocably waive, (x) the MLP’s compliance with the Leverage Ratio Covenant as of the last day of the fiscal quarter ending June 30, 2012; provided that (i) the failure Consolidated Debt Coverage Ratio as of the Credit Parties to be able to comply with the financial covenants contained in Section 7.11(c), (d) and (e) for last day of the fiscal quarter ending nearest Xxxxx 00June 30, 0000, 2012 does not exceed 6.5 to 1.00 and (xxii) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concernAsphalt Business Disposition has not occurred, and (iiiy) the failure MLP’s compliance with the Leverage Ratio Covenant as of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery last day of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31fiscal quarter ending September 30, 2003 through and including June 10, 2003 (the "Waiver Period"), subject to the terms and conditions set forth herein. This limited waiver shall not modify or affect 2012; provided that (i) the Credit Parties' obligation to comply at the conclusion Consolidated Debt Coverage Ratio as of the Waiver Period with last day of the terms fiscal quarter ending September 30, 2012 does not exceed 6.0 to 1.00 and (ii) the Asphalt Business Disposition has not occurred. The foregoing waiver is hereby granted to the extent and only to the extent specifically stated herein and for no other purpose or period, and is expressly granted subject to the conditions stated herein, and shall not be deemed to (a) be a consent or agreement to, or waiver or modification of, any other term or condition of Section 7.11(c)the Reimbursement Agreement, (d)any other Loan Document or any of the documents referred to therein, or (eb) of the Credit Agreement except as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver expressly set forth aboveherein, nothing contained herein shall be deemed to constitute a waiver of prejudice any right or rights or remedies which the Administrative Agent, the TrusteeIssuing Bank, or any Bank the Lenders may now have or may have in the future under or in connection with the Credit Agreement Reimbursement Agreement, any other Loan Document or any other Credit Document or under applicable law; it being understood that of the Agent, documents referred to therein. Granting the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein shall does not and should not be effective only construed to be an assurance or promise that waivers will be granted in this specific instance for the duration of the Waiver Period and shall not obligate the Banks to waive any other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawfuture.

Limited Waiver. The Borrower acknowledges that the Pending Defaults will result from (i) the failure By execution and delivery of this Agreement, each of the Credit Parties to be able to comply with the financial covenants contained in Section 7.11(c), (d) and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying Lenders hereby temporarily waives any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject to the terms and conditions set forth herein. This limited waiver shall not modify or affect (i) the Credit Parties' obligation to comply at the conclusion of the Waiver Period with the terms of Section 7.11(c), (d), or (e) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute a waiver of any rights or remedies the Agent, the Trustee, or any Bank may have under the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for arising under clause (g) of Article VII to the duration of extent, and solely to the Waiver Period and shall not obligate the Banks to waive any other extent, such Default or Event of Default is caused by a Specified Financial Reporting Default. Each Lender also agrees that if (a) Holdings delivers its Form 10-Q for the fiscal quarters ended on or about June 28, now existing or hereafter arising. This is a one-time waiver2013 and September 27, 2013 to each of the trustees under each of the Subordinated Convertible Note Indenture and the Agent and the Banks shall have no obligation Senior Unsecured Note Indenture prior to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Periodapplicable sixty day grace period set forth in the applicable indenture (or prior to the expiration of any extended grace period or temporary waiver of a Specified Financial Reporting Default provided for in any Indenture Waiver), and thereafter such delivery is effective to cure the Agent“Defaults” and “Events of Default” under and as defined in the applicable indentures caused by Holdings’s failure to deliver its quarterly financial statements on Form 10-Q in a timely manner, or (b) Holdings obtains Indenture Waivers under each of the Senior Unsecured Note Indenture or the Subordinated Convertible Note Indenture that permanently waive the Specified Financial Reporting Defaults under each such indenture, the Trusteecorresponding Default and Event of Default under clause (g) of Article VII shall also be deemed cured. The foregoing temporary waiver shall automatically expire without any further action by any Person on the earliest of (w) October 28, 2013, or, if on or prior to October 28, 2013, Holdings notifies the Administrative Agent and the Banks European Administrative Agent that Holdings shall make an Additional Interest Election, March 17, 2014 (provided, that if Holdings fails to make an effective Additional Interest Election as promptly as possible after it may pursue all rights and remedies available to them make such an election under the Credit Agreementterms of the Subordinated Convertible Note Indenture, or if such Additional Interest Election shall fail to be effective at any time, the other Credit Documents and foregoing temporary waiver shall automatically expire without any further action by any Person), unless Holdings has cured pursuant to the previous sentence on or prior to such applicable law. The Credit Parties further acknowledge and agree date, (x) the earliest date that is (A) one Business Day prior to the 60th day after receipt by Holdings of a notice of any Specified Financial Reporting Default under the Senior Unsecured Note Indenture or a notice of a subsequent Specified Financial Reporting Default under the Subordinated Convertible Note Indenture or (B) one Business Day prior to the expiration of any extended grace period or temporary waiver of a Specified Financial Reporting Default provided for in any applicable Indenture Waiver, provided that, solely with respect to a Specified Financial Reporting Default 971472.02C-CHISR02A - MSW under the Subordinated Convertible Note Indenture, if Holdings notifies the Administrative Agent and the European Administrative Agent that Holdings shall make an Additional Interest Election with respect thereto, the date described in this clause (x) with respect to such Event of Default under the Subordinated Convertible Note Indenture shall be March 17, 2014 (provided, that if Holdings fails to make an effective Additional Interest Election as promptly as possible after it may make such an election under the terms of the Subordinated Convertible Note Indenture, or if such Additional Interest Election shall fail to be effective at any time, the foregoing temporary waiver shall automatically expire without any further action by any Person) in each case unless Holdings has cured pursuant to the extent that previous sentence on or prior to such applicable Business Day, (y) the commencement of any Defaults or Events enforcement action, including any acceleration of Defaults other than the Pending Defaults now exist or hereafter arise during notes, under any of the Waiver PeriodConvertible Senior Note Indenture, the AgentSenior Unsecured Note Indenture or the Subordinated Convertible Note Indenture and (z) the occurrence of any other “Default” or “Event of Default” under any of the Convertible Senior Note Indenture, the Trustee and Senior Unsecured Note Indenture or the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawSubordinated Convertible Note Indenture.

Limited Waiver. The Borrower acknowledges and the MLP have informed the Administrative Agent and the Lenders that (a) the MLP does not expect to be in compliance with the Consolidated Debt Coverage Ratio covenant contained in Section 6.11 of the Credit Agreement (the “Leverage Ratio Covenant”) as of the last day of the fiscal quarter ending June 30, 2012 and (b) the MLP does not expect to be in compliance with Leverage Ratio Covenant as of the last day of the fiscal quarter ending September 30, 2012. Accordingly, the Borrower and the MLP have requested that the Pending Defaults will result from Lenders irrevocably waive, and effective as of the Effective Date, the Lenders do hereby irrevocably waive, (x) the MLP’s compliance with the Leverage Ratio Covenant as of the last day of the fiscal quarter ending June 30, 2012; provided that (i) the failure Consolidated Debt Coverage Ratio as of the Credit Parties to be able to comply with the financial covenants contained in Section 7.11(c), (d) and (e) for last day of the fiscal quarter ending nearest Xxxxx 00June 30, 0000, 2012 does not exceed 6.5 to 1.00 and (xxii) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concernAsphalt Business Disposition has not occurred, and (iiiy) the failure MLP’s compliance with the Leverage Ratio Covenant as of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery last day of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31fiscal quarter ending September 30, 2003 through and including June 10, 2003 (the "Waiver Period"), subject to the terms and conditions set forth herein. This limited waiver shall not modify or affect 2012; provided that (i) the Credit Parties' obligation to comply at the conclusion Consolidated Debt Coverage Ratio as of the Waiver Period with last day of the terms fiscal quarter ending September 30, 2012 does not exceed 6.0 to 1.00 and (ii) the Asphalt Business Disposition has not occurred. The foregoing waiver is hereby granted to the extent and only to the extent specifically stated herein and for no other purpose or period, and is expressly granted subject to the conditions stated herein, and shall not be deemed to (a) be a consent or agreement to, or waiver or modification of, any other term or condition of Section 7.11(c)the Credit Agreement, (d)any other Loan Document or any of the documents referred to therein, or (eb) except as expressly set forth herein, prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement, any other Loan Document or any of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) documents referred to therein. Granting the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute a waiver of any rights or remedies the Agent, the Trustee, or any Bank may have under the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein shall does not and should not be effective only construed to be an assurance or promise that waivers will be granted in this specific instance for the duration of the Waiver Period and shall not obligate the Banks to waive any other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawfuture.

Limited Waiver. The Borrower acknowledges Borrowers hereby acknowledge that the Pending Defaults will result from Borrowers have (ia) the failure of the Credit Parties to be able to comply with the financial covenants contained in Section 7.11(c), (d) and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Credit Parties failed to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject to the terms and conditions set forth herein. This limited waiver shall not modify or affect (i) the Credit Parties' obligation to comply at the conclusion of the Waiver Period with the terms of Section 7.11(c), (d), or (e5.01(d) of the Credit Agreement as measured nearest Xxxxx 00a result of Borrowers’ failure to timely deliver the Compliance Certificate for the quarter ended December 31, 00002008 which Compliance Certificate was delivered prior to the date hereof, but after the date required in Section 5.01(d) of the Credit Agreement, (xxb) the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period failed to comply with Section 7.1(a5.02(e) of the Credit Agreement as a result of the Borrowers' failure to timely deliver copies of notices of default from the LeMoy, MO terminal (which defaults have since been cured)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as , which notices were delivered prior to the status date hereof, but after the date required by Section 5.02(e) of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and (c) failed to comply with their obligations under Section 5.04 of the other Credit DocumentsAgreement solely as a result of the failure to pay in full all amounts due and owing under (i) that certain Engineering, Procurement and Construction Services Fixed Price Contract dated as of May 31, 2007 by and between Axxxxx Xxxx and Kxxxxx Energy Company, as amended on October 1, 2008 by Amendment to Engineering, Procurement and Construction Services Fixed Price Contract and as further amended on December 31, 2008 by Change Order Number __ to Engineering, Procurement and Construction Services Fixed Price Contract Location: Axxxxx Xxxx, and (ii) that certain Engineering, Procurement and Construction Services Fixed Price Contract dated as of May 31, 2007 by and between Mt Vxxxxx and Kiewit Energy Company, as amended on December 31, 2008 by Change Order Number __ to Engineering, Procurement and Construction Services Fixed Price Contract Location: Mt. Vxxxxx (the “Specified Defaults”). Except for In reliance on the representations and warranties of Loan Parties contained herein, and subject to the limitations set forth herein, Administrative Agent hereby waives the Specified Defaults. The limited waiver set forth abovegranted under this First Amendment is limited solely to the Specified Defaults, and nothing contained herein shall be deemed to constitute a consent to, or waiver of, any other action or inaction of Borrowers which constitutes (or would constitute) a violation of any rights provision of the Credit Agreement or remedies the Agent, the Trusteeany other Loan Document, or any Bank may have which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Credit Document Loan Document. Neither Administrative Agent nor the Lenders shall be obligated to grant any future waivers, consents, or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies amendments with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Banks to waive any other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the any other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawLoan Document.

Limited Waiver. The Borrower acknowledges that the Pending Defaults will result from (i) the failure of the Credit Parties to be able to comply with the financial covenants contained Subject in Section 7.11(c), (d) and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject all respects to the terms and conditions set forth herein. This limited waiver shall in this section 1 and the other terms and conditions of this Waiver, the Issuing Bank and the Consenting Lenders hereby waive the Specified Defaults; provided that (A) if Note Obligor does not modify pay, or affect cause to be paid, within the 30-day grace period provided for such payment in the Subject Notes, the October Interest Payment, (iB) if the Credit Parties' obligation failure to comply at make such October 2016 Interest Payment causes, or permits the conclusion holders of the Waiver Period Subject Notes (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the terms giving of Section 7.11(c)notice if required, such Subject Notes to become due or to be repurchased, prepaid, defeased or redeemed (dautomatically or otherwise), or (e) of the Credit Agreement as measured nearest Xxxxx 00require an offer to repurchase, 0000prepay, defease, or redeem such Subject Notes is made, prior to their stated maturity, (xxC) the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of if any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute a waiver of any rights or remedies the Agent, the Trustee, or any Bank may have under the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for (other than the duration Specified Defaults) exists and is continuing as of the Waiver Period and shall not obligate the Banks to waive date hereof and/or any other Default or Event of DefaultDefault (other than the Specified Defaults and any Default or Event of Default arising directly as a result of the failure of the representations and warranties in Section 7.04(b)(i), now existing or hereafter arising. This is a one-time waiverSection 7.07(b), Section 7.07(c) and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend Section 7.22 of the Credit Agreement at to be correct when made or deemed made, on or after the end date hereof and before the expiration of such 30-day grace period, solely as result of the Waiver Periodexistence of the Specified Defaults) occurs on or after the date hereof and prior to, or concurrently with, the payment of the October 2016 Interest Payment within such 30-day grace period or (D) the Borrower fails to (x) make the October/November 2016 Deficiency Payment (as defined below), as and when due, in accordance with the terms of section 2(a) hereof and/or (y) deliver the weekly receipts and disbursements report required by section 2(b) hereof, in each case, the limited waiver in this section 1 shall be void ab initio. The Credit Parties acknowledge Except as expressly set forth above in this section 1, nothing herein is intended to affect the continuing obligations of the Borrower to comply with, or the continuing rights of the Lenders, the Issuing Bank and agree that unless the Required Banks further amend Administrative Agent with respect to, any provision of the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the and/or any other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawLoan Document.

Limited Waiver. The Borrower acknowledges has informed Agent and the Lenders that the Pending Defaults will result from (ia) the failure Borrower desires to acquire all of the Credit Parties equity interests of a Delaware limited liability company previously identified to be able to comply with the financial covenants contained in Section 7.11(cAgent (“Target”), from the owners thereof (d) and (e) for collectively, the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"“Seller”), subject pursuant to and on substantially the terms and conditions set forth in that certain Unit Purchase Agreement by and among the Borrower, the Seller, Target and GSE Environmental LLC or its designee, and otherwise, except to the extent expressly set forth herein, in accordance with the terms and conditions applicable to Permitted Acquisitions set forth in the Credit Agreement (such Acquisition, the “Subject Acquisition”) and (b) notwithstanding the requirements of clause (a)(3)(x)(II) of the definition of Permitted Acquisition set forth in the Credit Agreement, the Borrower’s Total Senior Leverage, calculated on a Pro Forma Basis after giving effect to the Subject Acquisition and this Amendment, shall exceed 3.75:1.00 (the “Acquisition Leverage Requirement”). This Upon satisfaction (or waiver by the Lenders) of the conditions set forth in Section 4 hereof, Agent and the Lenders signatory hereto constituting the Required Lenders hereby waive the Acquisition Leverage Requirement solely with respect to the Subject Acquisition; provided, the waiver set forth herein is expressly conditioned upon the consummation of the Subject Acquisition no later than February 28, 2013 (the “Outside Date”) and the parties hereto expressly acknowledge and agree that the waiver set forth herein shall be null and void ab initio and of no further force or effect upon the failure of the Subject Acquisition to be consummated on or before the Outside Date. The waiver contained in this Section 2 is a limited waiver shall not modify or affect and (i) shall only be relied upon and used for the Credit Parties' obligation to comply at the conclusion of the Waiver Period with the terms of Section 7.11(c)specific purposes expressly set forth herein, (d)ii) shall not constitute nor be deemed to constitute a waiver, except as otherwise expressly set forth herein, of (a) any Default or Event of Default or (eb) any term or condition of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for Loan Documents (including, but not limited to, the limited waiver terms and conditions set forth abovein the definition of Permitted Acquisition (other than the Acquisition Leverage Requirement with respect to the Subject Acquisition as waived in accordance herewith)), nothing contained herein (iii) shall not constitute nor be deemed to constitute a waiver of any rights or remedies consent by the Agent, the Trustee, Agent or any Bank may have under Lender to anything other than the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver specific purpose set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and (iv) shall not obligate constitute a custom or course of dealing among the Banks to waive any other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawparties hereto.

Limited Waiver. The Borrower acknowledges that the Pending Defaults will result from (i) the failure of the Credit Parties to be able to comply with the financial covenants contained in Section 7.11(c), (d) and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject A. Subject to the terms and conditions set forth herein. This limited waiver shall not modify or affect (i, and in reliance on the representations and warranties of Borrower herein contained, but notwithstanding anything to the contrary contained in subsection 2.4B(iii)(e) of the Credit Parties' obligation to comply at Agreement, the conclusion undersigned hereby agree that the Borrower may reduce the amount (if any) of the Waiver Period with prepayment of the terms Loans and/or reduction of Section 7.11(cthe Revolving Loan Commitments, the LC Facility Commitments and/or the Synthetic Letter of Credit Commitments, as the case may be, required under subsection 2.4B(iii)(e) for Fiscal Year 2003 by an amount not to exceed $25,000,000 (the "Retained Amount"). The Retained Amount shall be used by the Borrower to fund all or a portion of the purchase price of the [Target] Acquisition (the "Permitted Use"); provided, (d)however, that if any portion of the Retained Amount has not been applied to fund the Permitted Use on or (eprior to the earlier of the [Target] Acquisition Effective Date and May 31, 2004, the Borrower shall apply such unused portion of the Retained Amount on such earlier date to prepay the Loans and/or reduce the Revolving Loan Commitments, the LC Facility Commitments and/or the Synthetic Letter of Credit Commitments, as the case may be, permanently. Any prepayments or commitment reductions pursuant to the foregoing proviso shall be treated as prepayments or commitment reductions under subsection 2.4B(iii)(e) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply with the terms for Fiscal Year 2003 for all purposes of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Loan Documents. Except for The Borrower shall deliver an Officer’s Certificate certifying as to the limited waiver set forth above, nothing contained herein shall be deemed amount of the Retained Amount on or prior to constitute a waiver the date when the prepayments and/or commitment reductions (if any) required under subsection 2.4B(iii)(e) of any rights or remedies the Agent, the Trustee, or any Bank may have under the Credit Agreement are required to be made, and shall deliver another Officer’s Certificate on or any other Credit Document or under applicable law; it being understood that prior to the Agentearlier of the [Target] Acquisition Effective Date and May 31, 2004, demonstrating the application of the Retained Amount to the Permitted Use and/or to the prepayment of the Loans and/or the reduction of the Revolving Loan Commitments, the Trustee, and LC Facility Commitments or the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event Synthetic Letter of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Banks to waive any other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawCommitments.

Limited Waiver. Pursuant to (a) Section 5.7 of the Purchase Agreement, if the Company or any Subsidiary issues any debt other than the Permitted Debt, unless otherwise waived in writing by and at the discretion of the Investor, the Company shall immediately utilize the proceeds of such issuance to repay the Note (such requirement, the “Prepayment Requirement”); and (b) Section 10 of the Purchase Agreement, if at any time prior to the second anniversary of the Closing, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investor the opportunity to purchase up to ten percent (10%) of such New Securities (such requirement, the “Securities Offer Requirement”). In connection with the Company entering into that that certain Securities Purchase Agreement dated as of the date hereof (as amended, supplemented, restated and/or modified from time to time) by and between the Company and Xxxx Global Fund II LP (the “Second SPA”) (and the “Note” (as defined therein) and other “Transaction Documents” (as defined therein) being entered into in connection therewith, the Company has asked the Investor to waive the Prepayment Requirement (but only as it relates to the Company incurring debt in favor of Xxxx Global Fund II LP in connection with the Second SPA) in connection with the Second SPA as well as the Securities Offer Requirement (but only in connection with the issuance of New Securities to Xxxx Global Fund II LP in connection with the Second SPA and the related Transaction Documents). The Borrower acknowledges that the Pending Defaults will result from Investor hereby waives (ix) the failure Prepayment Requirement but solely with respect to the Company incurring debt in favor of the Credit Parties to be able to comply Xxxx Global Fund II LP in connection with the financial covenants contained in Section 7.11(c), (d) Second SPA and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xxy) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject to the terms and conditions set forth herein. This limited waiver shall not modify or affect (i) the Credit Parties' obligation to comply at the conclusion of the Waiver Period Securities Offer Requirement but solely in connection with the terms issuance of Section 7.11(c), (d), or (e) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation New Securities to comply Xxxx Global Fund II LP in connection with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement Second SPA and the other Credit related Transaction Documents. Except for the limited waiver set forth above, nothing Nothing contained herein shall be deemed to constitute construed as a waiver of any rights defaults or remedies the Agent, the Trustee, or any Bank may have events of default under the Credit Purchase Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and Investor, nor shall not obligate it be construed as a willingness of the Banks Investor to waive any other Default terms or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end conditions of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Purchase Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the any other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawTransaction Document.

Limited Waiver. The Upon satisfaction of the conditions set forth in Section 3 hereof, the Agent hereby waives the restrictions set forth in Sections 6.11 and 7.05 of the Credit Agreement for the sole purposes of allowing the Lead Borrower acknowledges that the Pending Defaults will result from to: (i) form HPRM LLC (the failure “Company”) and form Vertex Splitter Corporation (the “Splitter”) without the Company and the Splitter in each case becoming a Loan Party, (ii) contribute all of the Credit Parties issued and outstanding units of Vertex Refining OH, LLC to be able the Company, (iii) sell 65% of the Lead Borrower’s equity in the Company to comply Tensile-Heartland Acquisition Corporation (the “Buyer”) (together with clauses (i) and (ii), the financial covenants contained “Purchase”), in Section 7.11(ceach case in clauses (i), (dii) and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xx) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, and (iii) so long as (v) Agent has received all documents to be entered into in connection with the failure Purchase which shall be in form and substance reasonably satisfactory to Agent, (w) Agent has received evidence that the Net Proceeds from the Purchase were at least $13,000,000 of which $9,000,000 (or such lesser amount approved by Agent in its sole discretion) were applied to the repayment of the Credit Parties to comply outstanding Term Loans with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject balance applied to the terms and conditions set forth herein. This limited waiver shall not modify or affect Revolving Loans (i) with any remaining Net Proceeds retained by the Credit Parties' obligation to comply at the conclusion of the Waiver Period with the terms of Section 7.11(cBorrowers), (d), or (ex) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute a waiver of any rights or remedies the Agent, the Trustee, or any Bank may have under the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for continuing at the duration time of, or result from, the consummation of the Waiver Period Purchase and (y) the Purchase is consummated on or prior to December 31, 2019; and (iv) form Vertex Refining Myrtle Grove LLC (the “Myrtle Grove Company”) without the Myrtle Grove Company becoming a Loan Party, (v) consummate the contribution of assets (the “Myrtle Grove Assets”) to the Myrtle Grove Company pursuant to that certain Contribution Agreement, dated and as in effect on the date hereof, between Vertex Refining LA, LLC and the Myrtle Grove Company and (vi) sell 15% of the Lead Borrower’s equity in the Myrtle Grove Company to the Buyer (together with clauses (iv) and (v), the “Myrtle Grove Sale”), in each case in clauses (iv), (v) and (vi) so long as (w) Agent has received all documents to be entered into in connection with the Myrtle Grove Sale which shall not obligate be in form and substance reasonably satisfactory to Agent, (x) Agent has received evidence that at least $1,000,000 in Net Proceeds from the Banks Myrtle Grove Sale (together with an additional $117,000 in proceeds from other sources) were applied to waive the repayment of the outstanding Term Loans (with any other remaining Net Proceeds from the Myrtle Grove Sale retained by the Borrowers) and (y) no Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks Default shall have no obligation to extend the waiver or otherwise amend the Credit Agreement be continuing at the end time of, or result from, the consummation of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable lawMyrtle Grove Sale.

Limited Waiver. The Borrower acknowledges Buyer and Seller hereby acknowledge and agree that the Pending Defaults will result from (ia) the failure pursuant to Sections 3.06(a) and 3.06(c) of the Credit Parties Repurchase Agreement, as conditions precedent to the extension of the Maturity Date and the Revolving Period Expiration Date, Seller shall make a written request to extend the Maturity Date and the Revolving Period Expiration Date, which shall be able delivered to comply with Buyer no earlier than ninety (90) days and no later than thirty (30) days before the financial covenants contained in Section 7.11(cthen-current Maturity Date (the “Notice Extension Condition”), and all Purchased Assets shall qualify as Eligible Assets as of the then-current Maturity Date (the “Eligible Assets Extension Condition”), (db) Seller did not timely satisfy the Notice Extension Condition and (e) for the fiscal quarter ending nearest Xxxxx 00, 0000, (xxc) the failure Purchased Asset commonly known as “Buckhead” (the “Buckhead Purchased Asset”) does not qualify as an Eligible Asset as of the Credit Parties to comply with Section 7.1(a)'s requirement for current Maturity Date. Buyer hereby waives the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concernNotice Extension Condition and, and (iii) the failure of the Credit Parties to comply with Section 7.1(f)'s requirement for timely delivery of the auditor's certificate identifying any Defaults or Events of Default. The Required Banks hereby waive the Pending Defaults for the period from March 31, 2003 through and including June 10, 2003 (the "Waiver Period"), subject to the terms and conditions set forth herein. This limited waiver shall not modify or affect (i) the Credit Parties' obligation to comply at the conclusion of the Waiver Period with the terms of Section 7.11(c), (d), or (e) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply with the terms of Section 7.11(c), (d), or (e) as measured at the end of any fiscal quarter other than nearest Xxxxx 00, 0000, (xxx) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the timely delivery of financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, (iv) the Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the timely delivery of the auditor's certificate identifying any Defaults or Events of Default, and (v) the Credit Parties' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute a waiver of any rights or remedies the Agent, the Trustee, or any Bank may have under the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies solely with respect to the Pending Defaults during Buckhead Purchased Asset, the Waiver Period as long as Eligible Assets Extension Condition (the “Limited Waiver”) and Buyer hereby acknowledges that no other Default or Event of Default occurs is continuing as of the date of this Letter Agreement as a result of (x) Seller’s failure to repurchase the Buckhead Purchased Asset or exists. The limited waiver set forth herein shall be effective only (y) any representation breach resulting from the Buckhead Purchased Asset not qualifying as an Eligible Asset; provided that (i) Buyer is providing the Limited Waiver solely in this specific instance connection with the Notice Extension Condition and Eligible Assets Extension Condition for the duration First Extension Period and the Limited Waiver shall not be construed to waive, modify, diminish or otherwise affect any of Seller’s obligations, or Buyer’s rights and remedies, under the Waiver Period Repurchase Documents, (ii) Buyer has not, and shall not obligate the Banks be deemed to waive have, waived or modified any other Default rights or Event of Default, now existing remedies with respect to any default or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver any event or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree condition that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, could become an Event of Default will exist under the Credit Agreement at Repurchase Documents (other than Buyer’s right to determine whether the expiration conditions precedent to extension set forth above have been satisfied), (iii) any failure by Buyer to require strict performance by Seller of any of the Waiver Periodprovisions, warranties, terms or conditions set forth in the Repurchase Documents shall not be deemed to waive, modify, diminish or otherwise affect the right of Buyer to demand strict performance thereof at any time thereafter, and thereafter (iv) any act or knowledge of Buyer, or its officers or employees, shall not be deemed to waive, modify, diminish or otherwise affect Buyer’s rights under the AgentRepurchase Documents unless such waiver or modification is expressly set forth in a written instrument signed by the appropriate officers of Buyer and delivered to Seller. For the avoidance of doubt, a waiver or modification of Buyer’s rights under the TrusteeRepurchase Documents granted hereunder shall not be construed as a waiver or modification of any such rights on any future occasion, and Seller shall be required to comply with the Banks may pursue Notice Extension Condition and Eligible Assets Extension Condition as of all rights and remedies available to them under the Credit Agreement, the other Credit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events dates of Defaults determination other than in connection with the Pending Defaults now exist or hereafter arise during extension of the Waiver Period, the Agent, the Trustee Maturity Date and the Banks may immediately pursue all rights and remedies available to them Revolving Period Expiration Date described in respect thereof under the Credit this Letter Agreement, the other Credit Documents and applicable law.