Common use of Limited Waiver Clause in Contracts

Limited Waiver. (a) Borrower was in non-compliance with the requirements of Section 7.13.1 for certain periods prior to the date hereof, which failures constitute Events of Default under Section 8.1.4 of the Credit Agreement (the “Specified Non-Compliance Items”). Agent, on behalf of itself and the Lenders, hereby waives the Specified Non-Compliance Items effective as of the date hereof. (b) Except as specifically set forth above in relation to the Specified Non-Compliance Items, nothing contained in this Amendment or any other communication between Agent, any Lender, Borrower or any other Loan Party shall be a waiver of any past, present or future non-compliance, violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to the Specified Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender 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 or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any Loan Document or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any Loan Document.

Limited Waiver. In reliance on the representations, warranties, covenants and agreements contained in this Amendment, and subject to and upon the terms and conditions set forth herein, the Administrative Agent and each of the Consenting Lenders hereby grant the Waiver; provided that (ai) Borrower was in non-compliance the Equity Cure Notice with the requirements of Section 7.13.1 for certain periods prior respect to the date hereofSubject Financial Covenant Default is delivered to the Administrative Agent no later than January 6, which failures constitute Events of Default under Section 8.1.4 of 2017, and the Equity Cure Contribution with respect thereto is funded no later than January 12, 2017 and (ii) notwithstanding anything to the contrary contained in the Credit Agreement or the other Loan Documents, during the period commencing on the date hereof and ending on the date that the Equity Cure Contribution is timely funded in accordance with clause (i) above, the “Specified Non-Compliance Items”). Agent, on behalf total Revolving Credit Exposures shall not exceed the lesser of itself (x) the total Commitments and (y) $145,183,000 without the Lenders, hereby waives the Specified Non-Compliance Items effective as consent of the date hereof. (b) Except as specifically set forth above in relation to the Specified Non-Compliance Items, nothing Required Lenders. The limited waiver contained in this Amendment Section 1 is a one-time waiver applicable solely to the Subject Financial Covenant Default, but to no other Default and no Event of Default. Nothing contained in this Section 1 shall be deemed a consent to or waiver of, or a commitment or obligation on the part of the Administrative Agent or the Lenders to any future consent to or waiver of, any other communication between Agent, any Lender, action or inaction on the part of the Borrower or any other Loan Party shall be that constitutes (or would constitute) a waiver violation of or departure from any pastcovenant, present condition or future non-compliance, violation, Default or Event other obligation of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to the Specified Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies Parties under the Credit Agreement and each the other Loan Document that Lender may have Documents. Neither the Lenders nor the Administrative Agent shall be obligated to grant any future waivers or consents with respect to any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender 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 or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any other Loan Document Document. Any further waivers or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing consents must be specifically agreed to in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations writing in accordance with Section 12.02 of the Credit Agreement or any Loan DocumentAgreement.

Limited Waiver. (a) Borrower was in non-compliance with the requirements of Section 7.13.1 for certain periods prior Subject to the date satisfaction of each of the conditions precedent to the effectiveness of this Amendment set forth in Article III hereof, which failures constitute the Agent and the Required Lenders hereby waive the Specified Events of Default under Section 8.1.4 of the Credit Agreement (the “Specified Non-Compliance Items”)Default. Agent, on behalf of itself and the Lenders, hereby waives the Specified Non-Compliance Items effective as of the date hereof. (b) Except as specifically set forth above in relation to the Specified Non-Compliance Items, nothing Nothing contained in this Amendment or any other communication prior to the date hereof between Agent, any Lender, Borrower or Lender and any other Loan Party shall be a waiver of any past, present or future non-compliance, violation, Default or Event of Default (other than the Specified Events of Borrower Default) of any Loan Party under the Credit Agreement or any Loan Other Document. Except as specifically set forth above in relation to the Specified Non-Compliance ItemsSimilarly, Agent and each Lender the Lenders hereby expressly reserves reserve any rights, privileges and remedies under the Credit Agreement and each Loan Other Document that Lender Agent or Lenders may have with respect to any non-compliance, violation, Default or Event of Default (other than the Specified Events of Default), and any failure by Agent or any Lender to exercise any right, privilege or remedy as a result of an Event of Default (other than the violations set forth above Specified Events of Default) shall not directly or indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the rights of Agent or any LenderLenders, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Other Document, (ii) amend or alter any provision of the Credit Agreement or any Loan Other Document or any other contract or instrument instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower any Loan Party or any rights, privilege or remedy of Agent or any Lender Lenders under the Credit Agreement or any Loan Other Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any Loan Other Document. If Agent or any Lender determines in its reasonable, good faith judgment that the nature or extent of any Specified Event of Default is materially different from the nature or extent as disclosed to Agent prior to the date hereof, then, upon written notice by Agent to the Borrowing Agent, the waiver set forth in this Amendment shall terminate and be rescinded automatically without further action by Agent and Agent shall have the right to exercise any and all of its rights and remedies in accordance with the terms of the Credit Agreement and any Other Document with respect to the Specified Events of Default immediately and without further passage of time.

Limited Waiver. In reliance on the representations, warranties, covenants and agreements contained in this Amendment, and subject to and upon the terms and conditions set forth herein, the Administrative Agent and each of the Consenting Lenders hereby grant the Waiver; provided that (ai) Borrower was in non-compliance the Equity Cure Notice with the requirements of Section 7.13.1 for certain periods prior respect to the date hereofSubject Financial Covenant Default is delivered to the Administrative Agent no later than December 12, which failures constitute Events of Default under Section 8.1.4 of 2016, and the Equity Cure Contribution with respect thereto is funded no later than December 16, 2016 and (ii) notwithstanding anything to the contrary contained in the Credit Agreement or the other Loan Documents, during the period commencing on the date hereof and ending on the date that the Equity Cure Contribution is timely funded in accordance with clause (i) above, the “Specified Non-Compliance Items”). Agent, on behalf total Revolving Credit Exposures shall not exceed the lesser of itself (x) the total Commitments and (y) $145,183,000 without the Lenders, hereby waives the Specified Non-Compliance Items effective as consent of the date hereof. (b) Except as specifically set forth above in relation to the Specified Non-Compliance Items, nothing Required Lenders. The limited waiver contained in this Amendment Section 1 is a one-time waiver applicable solely to the Subject Financial Covenant Default, but to no other Default and no Event of Default. Nothing contained in this Section 1 shall be deemed a consent to or waiver of, or a commitment or obligation on the part of the Administrative Agent or the Lenders to any future consent to or waiver of, any other communication between Agent, any Lender, action or inaction on the part of the Borrower or any other Loan Party shall be that constitutes (or would constitute) a waiver violation of or departure from any pastcovenant, present condition or future non-compliance, violation, Default or Event other obligation of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to the Specified Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies Parties under the Credit Agreement and each the other Loan Document that Lender may have Documents. Neither the Lenders nor the Administrative Agent shall be obligated to grant any future waivers or consents with respect to any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender 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 or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any other Loan Document Document. Any further waivers or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing consents must be specifically agreed to in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations writing in accordance with Section 12.02 of the Credit Agreement or any Loan DocumentAgreement.

Limited Waiver. (a) Borrower was In reliance upon the representations, warranties, covenants and agreements contained in non-compliance with the requirements of Section 7.13.1 for certain periods prior this Limited Waiver, and subject to the date conditions precedent set forth in Section 2 hereof, which failures constitute Events of Default under Section 8.1.4 of the Credit Agreement (the “Specified Non-Compliance Items”). Agent, on behalf of itself Administrative Agent and the Lenders, Required Lenders hereby waives permanently waive the Specified Non-Compliance Items effective as of Potential Defaults for all purposes under the date hereof. (b) Except as specifically set forth above Loan Documents. The waiver provided in relation this Section 1 shall apply solely with regard to the Specified Non-Compliance ItemsPotential Defaults, and nothing contained in this Amendment Limited Waiver shall be deemed a consent to, or waiver of, any other communication between Agent, any Lender, action or inaction of Borrower or any other Loan Party shall be that constitutes (or would constitute) a waiver violation of any past, present or future non-compliance, violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to the Specified Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender 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 or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter departure from any provision of the Credit Agreement or any other Loan Document Document, or any other contract which constitutes (or instrument would constitute) a Default or (iiiEvent of Default. The waiver described in this Section 1 is a one-time waiver limited to the 2020 Unqualified Audit Requirement and in no way affects or alters Borrower’s obligation to deliver to Administrative Agent its audited financial statements for the fiscal year ended December 31, 2020 at such time and containing such information as is required by Section 6.01(a) constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrumentAgreement. Nothing in this Amendment Neither Lenders nor Administrative Agent shall be construed obligated to be a consent by Agent grant any future waivers, consents or any Lender amendments with respect to any prior, existing or future violations Section 6.01(a) of the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document. Other than the waiver provided for in this Section 1, Borrower and Guarantors hereby agree and acknowledge that no course of dealing and no delay in exercising any right, power or remedy conferred on Administrative Agent or any Lender in the Credit Agreement or in any other Loan Document or now or hereafter existing at law, in equity, by statute or otherwise shall operate as a waiver of or otherwise prejudice any such right, power or remedy.

Limited Waiver. (a) Borrower was in non-compliance with Effective on the requirements of Section 7.13.1 for certain periods prior to Effective Date, Agent and the date hereof, which failures constitute Events undersigned Lenders hereby waive any Event of Default that would otherwise occur under Section 8.1.4 of the Credit Agreement (the “Specified Non-Compliance Items”). Agent, on behalf of itself and the Lenders, hereby waives the Specified Non-Compliance Items effective solely as a result of the date hereof. (b) KPSSS Disposition. Except as specifically expressly set forth above in relation to the Specified Non-Compliance Itemsthis Agreement, nothing contained in this Amendment Agreement, or any other communication between or among Agent, Lenders and any LenderCredit Party, Borrower shall be construed as a waiver by Agent or Lenders of any covenant or provision of the Credit Agreement, the other Loan Documents, this Agreement or any other Loan Party shall be a waiver contract or instrument between or among any Credit Party, Agent and/or Lenders, or of any past, present similar future transaction and the failure of Agent and/or Lenders at any time or future non-compliance, violation, Default or Event times hereafter to require strict performance by any Credit Party of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to the Specified Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender to exercise any right, privilege or remedy as a result of the violations set forth above provision thereof shall not waive, affect or diminish any right of Agent and/or Lenders to thereafter demand strict compliance therewith. Nothing contained in this Agreement shall directly or indirectly in any way whatsoever either either: (i) impair, prejudice or otherwise adversely affect the rights of Agent Agent’s or any Lender, except as set forth herein, ’s right at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any other Loan DocumentDocuments, each as amended hereby, (ii) except as expressly provided herein, amend or alter any provision of the Credit Agreement or any other Loan Document Documents or any other contract or instrument instrument, or (iii) constitute any course of dealing dealings or other basis for altering any obligation of Borrower any Credit Party under the Credit Agreement or any rightsother Loan Documents or any right, privilege or remedy of Agent or any Lender under the Credit Agreement or Agreement, any other Loan Document Documents or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of and Lenders hereby reserve all rights granted under the Credit Agreement, the other Loan Documents, this Agreement and any other contract or instrument between or among any Loan DocumentCredit Party, Agent and Lenders, each as amended hereby.

Limited Waiver. 1.1 Borrower has failed to comply with Section 7.13.2 of the Credit Agreement in that Borrower permitted the Aggregate Revenue for the six (a6) Borrower was in non-compliance with consecutive month period ending on the requirements last Business Day of Section 7.13.1 for certain periods prior September 2017 to the date hereofbe less than $26,000,000, which failures constitute Events failure constitutes an Event of Default under Section 8.1.4 of the Credit Agreement (the “Specified Non-Compliance ItemsDefault”). Agent, on behalf of itself Agent and the Lenders, Lenders hereby waives waive the Specified Non-Compliance Items Default effective as of the date hereofSecond Amendment Effective Date. (b) 1.2 Except as specifically set forth above in relation to the Specified Non-Compliance ItemsDefault, nothing contained in this Amendment or any other communication between Agent, any Lender, Borrower or any other Loan Party shall be a waiver of any past, present or future non-compliance, violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to the Specified Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender 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 or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any Loan Document or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any Loan Document. 1.3 Borrower is hereby notified that irrespective of (i) any waivers or consents previously granted by Agent or any Lender regarding the Credit Agreement and the Loan Documents (including, for the avoidance of doubt, the waiver specifically set forth above in relation to the Specified Default), (ii) any previous failures or delays of Agent or any Lender in exercising any right, power or privilege under the Credit Agreement or the Loan Documents or (iii) any previous failures or delays of Agent or any Lender in the monitoring or in the requiring of compliance by Borrower with the duties, obligations and agreements of Borrower in the Credit Agreement and the Loan Documents, Borrower will be expected to comply strictly with its duties, obligations and agreements under the Credit Agreement and the Loan Documents.

Limited Waiver. (a) Borrower was in non-compliance with the requirements of Section 7.13.1 for certain periods prior Subject to the date hereof, which failures constitute Events of Default under Section 8.1.4 all of the Credit Agreement other terms and conditions set forth herein, the Agents and the Lenders hereby temporarily waive, on a limited basis, and subject to termination and expiration as set forth below, the Specified Default, until that date (the “Specified Non-Compliance ItemsTermination Date”). Agent) which is the earliest to occur of: (i) June 30, on behalf 2009, (ii) the failure after the date hereof of itself any of the Borrowers or the Guarantors to comply with any of the terms of this Limited Waiver and/or any of the Borrowers’ or Guarantors’ other undertakings set forth herein, in the Credit Documents or in any other document related to the Credit Documents, this Limited Waiver and the Lenderstransactions contemplated herein, hereby waives (iii) the Specified Non-Compliance Items effective as of occurrence after the date hereof. (b) Except as specifically set forth above in relation to the Specified Non-Compliance Items, nothing contained in this Amendment or any other communication between Agent, any Lender, Borrower or any other Loan Party shall be a waiver hereof of any past, present or future non-compliance, violation, Default or Event of Default other than the Specified Default, (iv) the occurrence of Borrower under any material adverse change in the Credit Agreement business, assets, financial condition or prospects of the Borrowers and the Guarantors, and (v) the date that any Borrower, any Guarantor, any affiliate of the Borrowers or any Loan Document. Except person or entity claiming by or through any of the Borrowers joins in, assists, cooperates or participates as specifically set forth above an adverse party or adverse witness in relation to the Specified Non-Compliance Itemsany suit or other proceeding against any Agent, Agent and each any Lender hereby expressly reserves or any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to Affiliate of any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender relating to exercise the indebtedness referred to as the Credit Obligations or any right, privilege amounts owing hereunder in connection with or remedy as a result related to any of the violations transactions contemplated by the Credit Agreement, the other Credit Documents, this Limited Waiver or any documents, agreements or instruments executed in connection with any of the foregoing. On and after the Termination Date, the waiver set forth above shall not directly automatically, without the requirement of any notice to the Borrowers or indirectly Guarantors, terminate and expire and the Agents and the Lenders shall be free in their sole and absolute discretion to proceed to enforce any way whatsoever either (i) impair, prejudice or otherwise adversely affect the all of their rights of Agent or any Lender, except as and remedies set forth hereinin this Limited Waiver, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or Agreement, the other Credit Documents, any Loan Documentother related documents and applicable law, (ii) amend or alter any provision including without limitation, those acceleration, enforcement and other rights and remedies arising by virtue of the Credit Agreement or any Loan Document or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations occurrence of the Credit Agreement or any Loan DocumentSpecified Default and the Borrowers and the Guarantors hereby waive notice thereof.

Limited Waiver. (a) Borrower was in non-compliance with the requirements of Section 7.13.1 for certain periods prior Subject to the date hereofsatisfaction of the conditions set forth in Section 5 below, which failures constitute and in reliance on the representations and warranties contained in Section 4 below, Agent and the Lenders hereby conditionally waive the Specified Events of Default under Default. The limited conditional waiver set forth in this Section 8.1.4 2 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not, except as expressly provided herein, be deemed to (a) be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement (the “Specified Non-Compliance Items”). Agent, on behalf or of itself and the Lenders, hereby waives the Specified Non-Compliance Items effective as of the date hereof. any other Financing Document; (b) Except as specifically set forth above in relation to the Specified Non-Compliance Items, nothing contained in this Amendment prejudice any right that Agent or any other communication between Agent, any Lender, Borrower Lenders have or any other Loan Party shall be a waiver of any past, present or future non-compliance, violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to the Specified Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any non-compliance, violation, Default in the future under or Event of Default, and any failure by Agent or any Lender 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 or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan other Financing Document; (c) constitute a consent to or waiver of any past, MidCap / Shimmick / Amendment No. 3 to Credit, Security and Guaranty Agreement MACROBUTTON DocID \\4000-0000-0000 v8 present or future Default or Event of Default (iiother than the Specified Events of Default) amend or alter other violation of any provision provisions of the Credit Agreement or any Loan Document other Financing Documents; (d) constitute a waiver of any condition precedent under Section 7.2 of the Credit Agreement in respect of any advances of the Revolving Loans; (e) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit; or (f) establish a custom or course of dealing among any of the Credit Parties, on the one hand, or Agent or any Lender, on the other contract hand. Neither Agent nor any Lender has waived (regardless of any delay in exercising such rights and remedies), any Default or instrument Event of Default that may be continuing on the date hereof or any Event of Default that may occur after the date hereof (whether the same or similar to the Specified Events of Default or otherwise), and, other than the Specified Events of Default solely to the extent expressly set forth herein, no Lender Party has agreed to waive any Events of Default forbear with respect to any of its rights or remedies concerning any Events of Default, that may have occurred or are continuing as of the date hereof, or that may occur after the date hereof (b) The occurrence of any Event of Default following the date of this Agreement, including the failure of the Credit Parties to satisfy the conditions set forth in Section 7 of this Agreement, shall cause the waiver set forth in paragraph (a) above to be of no further force and effect and the Specified Events of Defaults shall be reinstated ab initio. For the avoidance of doubt, any reinstatement of the Specified Events of Default shall entitle Agent and Lenders to impose the Default Rate of interest, as set forth in Section 10.5 of the Credit Agreement, retroactively as of the date of the occurrence of the first Specified Event of Default. (c) Upon the occurrence of an Event of Default, Agent and Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, any other Financing Document and/or applicable law, including, without limitation, their respective rights and remedies with respect to the Specified Events of Default. Without limiting the generality of the foregoing, upon the occurrence of any Event of Default, the Agent and Lenders may, in their sole discretion and without the requirement of any demand, presentment, protest, or notice of any kind, (i) suspend or terminate any commitment to provide Revolving Loans or other extensions of credit under any or all of the Credit Agreement and other Financing Documents, (ii) charge interest on any or all of the Obligations at the Default Rate, effective from and after the date of the first Specified Event of Default to occur, (iii) constitute commence any course of dealing legal or other basis action to collect any or all of the Obligations from Borrowers, any other Credit Party and/or any Collateral, (iv) foreclose or otherwise realize on any or all of the Collateral, and/or setoff or apply to the payment of any or all of the Obligations, any or all of the Collateral, and (v) take any other enforcement action or otherwise exercise any or all rights and remedies provided for altering by any obligation or all of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or Agreement, any other contract Financing Documents and/or applicable law, all of which rights and remedies are fully reserved by the Lender Parties. (d) This Agreement shall not be deemed or instrument. Nothing in this Amendment shall be construed to be a consent by Agent satisfaction, reinstatement, novation or any Lender to any prior, existing or future violations release of the Credit Agreement or any Loan other Financing Document.

Limited Waiver. (a) Borrower was in non-compliance with the requirements of Section 7.13.1 Sections 7.13.2 and 7.13.3 for certain the applicable periods prior to the date hereofending June 30, 2020, which failures constitute Events of Default under Section 8.1.4 of the Credit Agreement (the “Specified Non-Compliance Items”). Agent, on behalf of itself and the Lenders, hereby waives the Specified Non-Compliance Items effective as of the date hereof. (b) Except as specifically set forth above in relation to the Specified Non-Compliance Items, nothing contained in this Amendment or any other communication between Agent, any Lender, Borrower or any other Loan Party shall be a waiver of any past, present or future non-compliance, violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to the Specified Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender 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 or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any Loan Document or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any Loan Document.

Limited Waiver. (a) Borrower was Subject to the following sentence, Agent and the Lenders hereby waive the Existing Event of Default. The effectiveness of the foregoing waiver shall be subject to the following condition subsequent, such that if such condition subsequent shall not be timely satisfied, then without any further action, the Existing Event of Default shall be deemed to be not waived and to be in non-compliance effect at all times from and after the first occurrence of the Existing Event of Default (and as a result, Agent and Lenders may exercise all rights and remedies available to it under the Credit Agreement, including the retroactive application of the Default Rate): delivery by the Loan Parties to the Agent and the Lenders of the final 2022 Audited Financial Statements on or before October 14, 2022. To the extent that the Default Rate has been accrued in connection with the requirements Existing Event of Section 7.13.1 for certain periods prior Default, such accrued interest at the Default Rate shall be waived; provided that, if the conditions subsequent set forth in the immediately preceding sentence is not satisfied, Default Interest shall be deemed to be not waived and shall accrue from and after the date hereof, which failures constitute Events of Default under Section 8.1.4 first occurrence of the Credit Agreement (the “Specified Non-Compliance Items”). Agent, on behalf Existing Event of itself and the Lenders, hereby waives the Specified Non-Compliance Items effective as of the date hereofDefault. (b) Except as specifically expressly set forth above in relation to the Specified Non-Compliance ItemsSection 2(a), nothing contained in this Amendment shall directly or any other communication between Agent, any Lender, Borrower or any other Loan Party shall indirectly whatsoever either: (i) be construed as a waiver of any past, present covenant or future non-compliance, violation, Default or Event provision of Default of Borrower under the Credit Agreement Agreement, any other Loan Document, or any other contract or instrument by or among any Loan Document. Except as specifically set forth above in relation to Party and the Specified Non-Compliance ItemsAgent and/or the Secured Parties, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender 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 (iii) impair, prejudice or otherwise adversely affect any right of the rights of Agent or any Lender, except as set forth herein, the Secured Parties at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or Agreement, any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any other Loan Document or any other contract or instrument instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower the Loan Parties or any rightsright, privilege or remedy of the Agent or any Lender the Lenders under the Credit Agreement or Agreement, any other Loan Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a instrument by or among any Loan Party and the Agent and/or the Secured Parties or constitute any consent by the Agent or any Lender the Lenders to any prior, existing or future violations of the Credit Agreement or any other Loan Document.

Limited Waiver. (a) Borrower was or is expecting to be in non-compliance compliance, with the requirements each requirement of Section 7.13.1 7.13.2 and Section 7.13.3 of the Credit Agreement in each case for certain the periods prior to the date hereofending December 31, 2019 and March 31, 2020, which failures constitute or would constitute Events of Default under Section 8.1.4 of the Credit Agreement (the “Specified Non-Compliance Items”). Agent, on behalf of itself and the Lenders, hereby waives the Specified Non-Compliance Items effective as of the date hereof. (b) Except as specifically set forth above in relation to the Specified Non-Compliance Items, nothing contained in this Amendment or any other communication between Agent, any Lender, Borrower or any other Loan Party shall be a waiver of any past, present or future non-compliance, violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to the Specified Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender 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 or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any Loan Document or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any Loan Document.

Limited Waiver. SECTION 6.01 By execution of this Amendment, the Agents and the Lenders hereby waive any violation, Default or Event of Default that would otherwise occur under the Credit Agreement solely as a result of (a) Borrower was in non-compliance with the requirements Borrower's formation of Section 7.13.1 for certain periods prior to the date hereof, which failures constitute Events of Default under Section 8.1.4 of the Credit Agreement (the “Specified Non-Compliance Items”). Agent, on behalf of itself and the Lenders, hereby waives the Specified Non-Compliance Items effective as of the date hereof. ACE Funding or (b) the Borrower's amendment of its agreements and cessation of its agency relationship with Goleta National Bank on the terms disclosed in the Borrower's Form 8-K filed with the Securities and Exchange Commission on November 5, 2002. Except as specifically set forth above expressly provided in relation to the Specified Non-Compliance Itemspreceding sentence, (i) nothing contained in this Amendment or any other communication between Agent, any Lender, Agents and/or Lenders and the Borrower or any other Loan Party shall be a waiver of any past, present or future non-compliance, violation, Default or Event of Default of the Borrower under the Credit Agreement or any Loan Credit Document. Except as specifically set forth above in relation to the Specified Non-Compliance Items, Agent ; (ii) Agents and each Lender Lenders hereby expressly reserves reserve any rights, privileges and remedies under the Credit Agreement and each Loan Credit Document that Lender Agents and Lenders may have with respect to any non-compliance, each violation, Default default or Event of Default, and any failure by Agent or any Lender Agents 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 (iA) impair, prejudice or otherwise adversely affect the rights of Agent or any LenderAgents and/or Lenders, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan DocumentCredit Documents, (iiB) amend or alter any provision of the Credit Agreement or any Loan Document Credit Documents or any other contract or instrument instrument, or (iiiC) constitute any course of dealing or other basis for altering any obligation of the Borrower or any rights, privilege or remedy of Agent or any Lender Agents and/or Lenders under the Credit Agreement or any Loan Document Credit Documents or any other contract or instrument. Nothing ; and (iii) nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any Loan Document.consent. 18 Sixth Amendment

Limited Waiver. (a) Borrower was in non-compliance with the requirements requirement of Section 7.13.1 of the Credit Agreement for certain periods prior to the date hereofperiod ending March 31, 2019 and the requirement of Section 7.13.3 of the Credit Agreement for the period ending March 31, 2019, which failures constitute constituted Events of Default under Section 8.1.4 of the Credit Agreement (the “Specified Non-Compliance Items Items”). Agent, on behalf of itself and the Lenders, hereby waives the Specified Non-Compliance Items effective as of the date hereof. (b) . Except as specifically set forth above in relation to the Specified Non-Compliance Items, nothing contained in this Amendment or any other communication between Agent, any Lender, Borrower or any other Loan Party shall be a waiver of any past, present or future non-compliance, violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to the Specified Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender 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 or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any Loan Document or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any Loan Document.

Limited Waiver. (a) Borrower was in non-compliance with the requirements of Section 7.13.1 for certain periods prior Subject to the date hereofsatisfaction of the conditions set forth in Section 5 below, which failures constitute and in reliance on the representations and warranties contained in Section 4 below, Agent and the Lenders hereby conditionally waive the Specified Events of Default under Default. The limited conditional waiver set forth in this Section 8.1.4 2 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not, except as expressly provided herein, be deemed to (a) be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement (the “Specified Non-Compliance Items”). Agent, on behalf or of itself and the Lenders, hereby waives the Specified Non-Compliance Items effective as of the date hereof. any other Financing Document; (b) Except as specifically set forth above prejudice any right that Agent or Lenders have or may have in relation to the Specified Non-Compliance Items, nothing contained future under or in this Amendment connection with the Credit Agreement or any other communication between Agent, any Lender, Borrower Financing Document; (c) constitute a consent to or any other Loan Party shall be a waiver of any past, present or future non-compliance, violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to (other than the Specified Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any non-compliance, violation, Default or Event Events of Default, and ) or other violation of any failure by Agent or any Lender 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 or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision provisions of the Credit Agreement or any Loan Document other Financing Documents; (d) constitute a waiver of any condition precedent under Section 7.2 of the Credit Agreement in respect of any advances of the Revolving Loans; (e) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit; or (f) establish a custom or course of dealing among any of the Credit Parties, on the one hand, or Agent or any Lender, on the other contract hand. Neither Agent nor any Lender has waived (regardless of any delay in exercising such rights and remedies), any Default or instrument Event of Default that may be continuing on the date hereof or any Event of Default that may occur after the date hereof (whether the same or similar to the Specified Events of Default or otherwise), and, other than the Specified Events of Default solely to the extent expressly set forth herein, no Lender Party has agreed to waive any Events of Default forbear with respect to any of its rights or remedies concerning any Events of Default, that may have occurred or are continuing as of the date hereof, or that may occur after the date hereof (b) Upon the occurrence of an Event of Default, Agent and Lenders may at any time thereafter proceed to exercise any and all of their respective rights and remedies under any or all of the Credit Agreement, any other Financing Document and/or applicable law, including, without limitation, their respective rights and remedies with respect to the Specified Events of Default. Without limiting the generality of the foregoing, upon the occurrence of any Event of Default, the Agent and Lenders may, in their sole discretion and without the requirement of any demand, presentment, protest, or notice of any kind, (i) suspend or terminate any commitment to provide Revolving Loans or other extensions of credit under any or all of the Credit Agreement and other Financing Documents, (ii) charge interest on any or all of the Obligations at the Default Rate, effective from and after the date of the first Specified Event of Default to occur, (iii) constitute commence any course of dealing legal or other basis action to collect any or all of the Obligations from Borrowers, any other Credit Party and/or any Collateral, (iv) foreclose or otherwise realize on any or all of the Collateral, and/or setoff or apply to the payment of any or all of the Obligations, any or all of the Collateral, and (v) take any other enforcement action or otherwise exercise any or all rights and remedies provided for altering by any obligation or all of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or Agreement, any other contract Financing Documents and/or applicable law, all of which rights and remedies are fully reserved by the Lender Parties. (c) This Agreement shall not be deemed or instrument. Nothing in this Amendment shall be construed to be a consent by Agent satisfaction, reinstatement, novation or any Lender to any prior, existing or future violations release of the Credit Agreement or any Loan other Financing Document.

Limited Waiver. (a) Borrower was has been, and may continue to be in non-compliance compliance, with the requirements requirement of Section 7.13.1 of the Credit Agreement for certain periods ending on or prior to the date hereof, which failures constitute Events of Default under Section 8.1.4 of the Credit Agreement (the “Specified Non-Compliance Items”). Agent, on behalf of itself and the Lenders, hereby waives the Specified Non-Compliance Items effective as of the date hereof. (b) Except as specifically set forth above in relation to the Specified Non-Compliance Items, nothing contained in this Amendment or any other communication between Agent, any Lender, Borrower or any other Loan Party shall be a waiver of any past, present or future non-compliance, violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to the Specified Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender 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 or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any Loan Document or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any Loan Document.

Limited Waiver. (a) Borrower was As of the Effective Date, the Agents and the Lenders hereby waive any Default or Event of Default that may have occurred and is continuing, or may occur, under the Financing Agreement or any other Loan Document (except any Default or Event of Default as a result of the failure of the Loan Parties to comply with any financial covenant contained in non-compliance Section 7.03 of the Financing Agreement) as a result of (i) any of the Specified Financials being incorrect, (ii) the Restatements, (iii) any certificate, report, opinion or statement delivered to any Person in connection with any of the requirements Specified Financials being incorrect, (iv) any failure of Section 7.13.1 for certain periods prior any of the Loan Parties to provide any notice to any Person relating to the date hereof, which failures constitute Events Specified Financials or any notice previously provided to any Person relating to the Specified Financials being incorrect and/or (v) any default or event of Default default under Section 8.1.4 any agreement or instrument relating to any Indebtedness of any Loan Party or any of its Subsidiaries (other than the Financing Agreement and any other Loan Document) as a result of the Credit Agreement items described in the preceding clauses (i), (ii), (iii) and/or (iv), so long as the “Specified Non-Compliance Items”). Agent, on behalf Loan Parties deliver to the Agents and Lenders the Restatements of itself and the Lenders, hereby waives the Specified Non-Compliance Items effective as of the date hereofFinancials by no later than March 31, 2016. (b) Except Notwithstanding anything to the contrary in Section 2(a) above, any waiver by the Agents and the Lenders of any event of default described in Section 2(a)(v) above shall be null and void and of no force or effect if, as specifically a result of such default or event of default, the lenders or holders, or agents to the lenders or holders, of such Indebtedness (i) accelerate the maturity of such Indebtedness, (ii) declare such Indebtedness due and payable, (iii) require such Indebtedness to be prepaid (other than by a regularly scheduled requirement prepayment), redeemed, purchased or defeased, in each case, prior to the stated maturity thereof and/or (iv) otherwise exercise any remedies against any Loan Party, provided that, this Section 2(b)(iv) shall not apply to the taking by the 2009 RSA Entity of any action with respect to cash, Cash Equivalents and/or letters of credit (including taking possession thereof) constituting Collateral (as defined in the 2009 RSA) securing the obligations under the 2009 RSA Guaranty Documents. (c) The waivers in this Section 2 shall be effective only in this specific instance and for the specific purposes set forth above in relation to the Specified Non-Compliance Items, nothing contained in this Amendment or herein and do not allow for any other communication between Agent, any Lender, Borrower or further departure from the terms and conditions of the Financing Agreement or any other Loan Party shall be a waiver of any past, present or future non-compliance, violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to the Specified Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender 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 or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any Loan Document or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing which terms and conditions shall continue in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any Loan Documentfull force and effect.