Common use of Limited Waiver Clause in Contracts

Limited Waiver. The Borrowers have informed the Bank that prior to the date hereof, (a) Puxxxx XT Vista Fund, a fund series of Puxxxx Xariable Trust and a Fund under the Loan Agreement, merged with and into Puxxxx XT Multi-Cap Growth Fund (before September 1, 2010, known as Puxxxx XT New Opportunities Fund), also a fund series of Puxxxx Xariable Trust and a Fund under the Loan Agreement and (b) Puxxxx Xista Fund, a Borrower and a Fund under the Loan Agreement, merged with and into Puxxxx Xulti-Cap Growth Fund (before September 1, 2010, known as Puxxxx Xew Opportunities Fund), a Borrower and a Fund under the Loan Agreement (such mergers described in the foregoing clauses (a) and (b), the “Mergers”). Section II(1)(d)(vi) of the Loan Agreement prohibits, except for a Permitted Merger, the merger or consolidation of any Puxxxx Xunds January 6, 2011 Page 2 Fund with or into any entity. The Bank hereby acknowledges that the Mergers constituted Permitted Mergers and hereby waives, solely with respect to the Mergers, the prior notification requirement set forth in the definition of Permitted Merger(s) contained in the Loan Agreement. The foregoing waiver by the Bank shall not constitute a waiver of any other provision of the Loan Documents other than as specifically described herein and shall not obligate the Bank to consent to any further waiver or amendment of the above mentioned provisions of the Loan Agreement for any other or future matters. Accordingly, the parties hereto agree that each such merged Fund shall be terminated as a “Fund” for all purposes under the Loan Documents and that each surviving Fund shall continue to be a “Fund” for all purposes under the Loan Documents.

Limited Waiver. The Borrowers have informed (a) Subject to the satisfaction of the conditions precedent set forth in Section 6 hereof and subject to the other terms and conditions hereof, each of the GenHoldings Lenders hereby agrees to waive the Existing Defaults until the Waiver Expiration Date solely for the following purposes: (i) to allow the Borrower to borrow and the GenHoldings Lenders to advance Tranche A Construction Loans in accordance with the Borrower Budget and the Project Budgets for the purposes set forth on Annex I in an aggregate amount not to exceed (x) $75,000,000 (the "Maximum Tranche A Construction Loan Amount") less (y) the Available Funds (as defined below), (ii) to allow the Borrower to request the issuance of, and the LC Bank to issue, Primary Letters of Credit for the purposes and in the amounts set forth on Annex II in an aggregate face amount not to exceed $30,000,000 (the "Maximum Primary LC Amount"), (iii) to permit disbursements from the Accounts in accordance with the terms of the Depositary Agreement and (iv) to permit Change Orders submitted before the date hereof (otherwise in accordance with the terms of the Project Company Guarantees), provided, however, that prior to borrowing any Tranche A Construction Loans, the date hereof, Borrower shall use in accordance with the Borrower Budget and the Project Budgets all available funds on deposit in the Pre-Completion Revenue Account (aother than amounts used to fund the Millennium Project in accordance with its Annual Operating Budget) Puxxxx XT Vista Fund, a fund series and any other bank accounts maintained by the Borrower or any of Puxxxx Xariable Trust and a Fund under its Subsidiaries (other than the Loan Accounts held in accordance with the Depositary Agreement, merged with and into Puxxxx XT Multi-Cap Growth Fund ) (before September 1, 2010, known as Puxxxx XT New Opportunities Fundthe "Available Funds"), also a fund series of Puxxxx Xariable Trust and a Fund under the Loan Agreement and . (b) Puxxxx Xista Fund, a Borrower and a Fund under the Loan Agreement, merged with and into Puxxxx Xulti-Cap Growth Fund (before September 1, 2010, known as Puxxxx Xew Opportunities Fund), a Borrower and a Fund under the Loan Agreement (such mergers described in the foregoing clauses (a) and (b), the “Mergers”). Section II(1)(d)(vi) of the Loan Agreement prohibits, except for a Permitted Merger, the merger or consolidation of any Puxxxx Xunds January 6, 2011 Page 2 Fund with or into any entity. The Bank hereby acknowledges that the Mergers constituted Permitted Mergers and hereby waives, solely with respect to the Mergers, the prior notification requirement waiver set forth in the definition of Permitted Merger(s) contained in the Loan Agreement. The foregoing waiver by the Bank herein shall not constitute be deemed (i) a waiver of any Borrower Inchoate Default, Borrower Event of Default, Project Inchoate Default or Project Event of Default which now exists or may hereafter arise (other provision than the Existing Defaults), (ii) a waiver with respect to any term, condition, or obligation of NEG, the Loan Documents Borrower or any other Credit Party in the Credit Agreement or in any other Credit Document, other than as specifically described herein and shall not obligate the Bank to consent expressly set forth herein, (iii) a waiver with respect to any further waiver event or amendment of condition (whether now existing or hereafter occurring), other than as expressly set forth herein, (iv) to prejudice any right or remedy which the above mentioned provisions of Administrative Agent or any GenHoldings Lender may now or in the Loan future have under or in connection with the Credit Agreement for or any other Credit Document or future matters(v) a waiver with respect to any Existing Default on and after the Waiver Expiration Date. AccordinglyThe Borrower hereby acknowledges that on and after the Waiver Expiration Date, the parties hereto agree that each such merged Fund shall be terminated as a “Fund” for all purposes under GenHoldings Lenders will have no obligation to make Construction Loans and the Loan Documents and that each surviving Fund shall continue LC Bank will have no obligation to be a “Fund” for all purposes under the Loan Documentsissue Letters of Credit.

Limited Waiver. The Borrowers have informed the Bank that prior to the date hereof, (a) Puxxxx XT Vista Fund, a fund series of Puxxxx Xariable Trust and a Fund under the Loan Agreement, merged with and into Puxxxx XT Multi-Cap Growth Fund (before September 1, 2010, known as Puxxxx XT New Opportunities Fund), also a fund series of Puxxxx Xariable Trust and a Fund under the Loan Agreement and Subject to paragraph (b) Puxxxx Xista Fundbelow, a Borrower and a Fund under the Loan Agreement, merged with and into Puxxxx Xulti-Cap Growth Fund -------------- Required Lenders hereby waive the Specified Events of Default. (before September 1, 2010, known as Puxxxx Xew Opportunities Fund), a Borrower and a Fund under the Loan Agreement (such mergers described b) The waiver set forth in the foregoing clauses paragraph (a) above shall, without any further action by any Person, automatically terminate on the date (the "Waiver Termination Date") that is the earliest of (i) May 30, 2002, (ii) the date on which the Borrower (A) has less than $20,000,000 (the "Required Cash Amount") of cash (in a domestic bank account in the name of the Borrower (it being understood that any cash held by the individual factory stores of the Borrower shall not be included for purposes of calculating the Required Cash Amount), which cash shall not be subject to any Lien or right of setoff other than the Lien created pursuant to the Security Agreement or (B) provides to the Administrative Agent a Liquidity Certificate (as defined below) on which any Projected Cash Amount (as defined below) is less than the Required Cash Amount, (iii) the date on which the Borrower notifies the Administrative Agent that the Borrower intends to make any payment or other distribution (whether in cash, securities or other property) in respect of principal of or interest on the Subordinated Notes, (iv) the date on which the Borrower makes any payment or other distribution (whether in cash, securities or other property) in respect of principal of or interest on the Subordinated Notes and (b)v) the date on which the Borrower prepays any loan outstanding under the Borden Facility. Upon the Waiver Termination Date, the “Mergers”). Section II(1)(d)(vi) of the Loan Agreement prohibits, except for a Permitted Merger, the merger or consolidation of any Puxxxx Xunds January 6, 2011 Page 2 Fund with or into any entity. The Bank hereby acknowledges that the Mergers constituted Permitted Mergers all rights and hereby waives, solely xxxxxxes with respect to the MergersSpecified Events of Default of the Lenders, the prior notification requirement Administrative Agent, the Letter of Credit Issuer, the Syndication Agent and the Documentation Agent under the Credit Agreement and any other Loan Document shall, without any further action by any Person, automatically be reinstated as if the waiver set forth in the definition of Permitted Merger(sparagraph (a) contained in the Loan Agreement. The foregoing waiver by the Bank shall above had not constitute a waiver of any other provision of the Loan Documents other than as specifically described herein and shall not obligate the Bank to consent to any further waiver or amendment of the above mentioned provisions of the Loan Agreement for any other or future matters. Accordingly, the parties hereto agree that each such merged Fund shall be terminated as a “Fund” for all purposes under the Loan Documents and that each surviving Fund shall continue to be a “Fund” for all purposes under the Loan Documentsbecome effective.

Limited Waiver. The In reliance on the representations by the Loan Parties contained in this Letter Agreement, the Administrative Agent and the Lender hereby agree to waive any Default or Event of Default pursuant to clause (e) of Article 7 of the Credit Agreement as a result of the Specified Defaults solely to the extent provided herein and so long as each of the following conditions are satisfied (each of the following, a “Specified Condition”, and, collectively, the “Specified Conditions”): (a) the Loan Parties deliver a draft of the 2020 Audited Financial Statements to the extent they are able to do so under any agreement between the applicable Loan Parties and the Auditor and the final 2020 Audited Financial Statements to the Administrative Agent and the Lender, which in each case comply with the applicable provisions of the Credit Agreement other than with respect to the Going Concern Default; (b) notwithstanding anything to the contrary set forth in the Credit Agreement and the other Loan Documents, the Borrowers deliver a Borrowing Base Certificate (setting forth the Borrowing Base, the FILO Borrowing Base, Availability and Combined Borrowing Base Availability) and supporting information, including without limitation, a 13-week cash flow forecast and a report showing Qualified Cash and Liquidity, in each case of the Loan Parties and their Subsidiaries, in connection therewith, together with any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request (i) as of the date hereof that includes a Reserve in the initial amount of 28.1% of the Borrowers’ aggregate Eligible Inventory at such time (the “Specified Borrowing Base Reserve”) implemented by the Administrative Agent, which Specified Borrowing Base Reserve may be adjusted by the Administrative Agent from time to time in accordance with the Credit Agreement, and each Borrowing Base Certificate delivered hereafter shall include such Specified Borrowing Base Reserve (as adjusted by the Administrative Agent) until it is eliminated or removed by the Administrative Agent in its sole Permitted Discretion and (ii) on or before the third Business Day of each calendar week (commencing with the first such date to occur hereafter), as of the period then ended, and continues to do so until the Borrowers have informed had three fiscal months during which (1) Liquidity on each day during such period is greater than or equal to $15,000,000 and (2) sales revenue for such period are greater than or equal to 85% of the Bank that prior amount set forth in the Sales Plan for such period; (c) the Borrowers agree to not make any Borrowing Request under the Credit Agreement unless its Qualified Cash after giving effect to such Borrowing Request and the use of proceeds thereof shall be less than $3,000,000 or the Administrative Agent and the FILO Agent otherwise agree; and (d) within ninety (90) days (as such date may be extended by the Administrative Agent in its sole discretion) after the date hereof, the Loan Parties shall have received a tax refund from the U.S. Internal Revenue Service of approximately $10,700,000, and upon receipt, the Borrowers will immediately (abut in any event within two (2) Puxxxx XT Vista FundBusiness Days) use 100% of the cash proceeds from such tax refund to prepay the Obligations and cash collateralize the LC Exposure as set forth in Section 2.11(e) of the Credit Agreement. It is understood that the Loan Parties’ failure to comply with any of the Specified Conditions set forth in this Section 2 shall constitute an immediate Event of Default under Article 7 of the Credit Agreement. Notwithstanding anything herein to the contrary, the waiver of the Rent Defaults is solely as a fund series result of Puxxxx Xariable Trust the Loan Parties’ non-payment of rent on the Loan Parties’ leased locations for the months of April, May and a Fund June, 2020 and not any other month and such waiver shall not prevent the Administrative Agent or the Lender from exercising any right or remedy available to it or otherwise taking action under the Loan AgreementDocuments in the event that a landlord commences an enforcement action (including, merged with and into Puxxxx XT Multiwithout limitation, any lock out or other self-Cap Growth Fund help remedies commenced by a Loan Party’s landlord) against a Loan Party in respect of such liabilities or the Rent Defaults. Except as expressly provided herein, nothing contained herein shall be deemed a consent to, or waiver of, any other action or inaction of the Borrowers or any of the other Loan Parties which constitutes (before September 1or would constitute) a violation of any provision of the Credit Agreement or any other Loan Document, 2010, known as Puxxxx XT New Opportunities Fund), also or which results (or would result) in a fund series Default or Event of Puxxxx Xariable Trust and a Fund Default under the Credit Agreement or any other Loan Agreement and (b) Puxxxx Xista Fund, a Borrower and a Fund under the Loan Agreement, merged with and into Puxxxx Xulti-Cap Growth Fund (before September 1, 2010, known as Puxxxx Xew Opportunities Fund), a Borrower and a Fund under the Loan Agreement (such mergers described in the foregoing clauses (a) and (b), the “Mergers”). Section II(1)(d)(vi) of the Loan Agreement prohibits, except for a Permitted Merger, the merger or consolidation of any Puxxxx Xunds January 6, 2011 Page 2 Fund with or into any entityDocument. The Bank hereby acknowledges that Administrative Agent and the Mergers constituted Permitted Mergers and hereby waivesLender shall have no obligation to grant any future waivers, solely consents or amendments with respect to the Mergers, the prior notification requirement set forth in the definition of Permitted Merger(s) contained in the Loan Agreement. The foregoing waiver by the Bank shall not constitute a waiver of Credit Agreement or any other provision of the Loan Documents other than as specifically described herein Document, and shall not obligate the Bank to consent to any further waiver or amendment of the above mentioned provisions of the Loan Agreement for any other or future matters. Accordingly, the parties hereto agree that each such merged Fund the waiver provided herein shall be terminated as constitute a “Fund” for all purposes under one-time limited waiver and shall not constitute a course of dealing among the Loan Documents parties or waive, affect or diminish any right of the Administrative Agent and that each surviving Fund shall continue the Lender to be a “Fund” for all purposes under demand strict compliance with the Credit Agreement and the other Loan Documents.

Limited Waiver. The Borrowers have informed the Bank that prior A. Subject to the date hereofterms and conditions set forth herein, the Agent and the Lenders agree to temporarily waive the Overadvance Event of Default (a) Puxxxx XT Vista Fund, a fund series of Puxxxx Xariable Trust and a Fund under the Loan Agreement, merged with and into Puxxxx XT Multi-Cap Growth Fund (before September 1, 2010, known as Puxxxx XT New Opportunities Fund“Limited Waiver”), also a fund series at all times during the Amendment Extension Period commencing on the date hereof through and including January 29, 2010 (unless otherwise extended by Agent pursuant to Section 2B of Puxxxx Xariable Trust and a Fund under the Loan Agreement and (b) Puxxxx Xista Fund, a Borrower and a Fund under Second Amendment Extension Letter); provided that such Limited Waiver shall end on the Loan Agreement, merged with and into Puxxxx Xulti-Cap Growth Fund (before September 1, 2010, known as Puxxxx Xew Opportunities Fund), a Borrower and a Fund under date when one or more of the Loan Agreement (such mergers events described in the foregoing clauses this Section 2A occurs (a) and (b), the “MergersWaiver Period”). Section II(1)(d)(vi): (i) Guarantor holds and/or owns Cash and Cash Equivalents (including without limitation the Controlled Accounts and the Excluded Accounts) determined on a consolidated basis in an amount in excess of $10,000,000 with respect to unrestricted Cash and Cash Equivalents; provided that Guarantor may hold and/or own Cash or Cash Equivalents in excess of $10,000,000 on a consolidated basis for no longer than two (2) consecutive Business Days so long as Borrowers reduce such amount during such period by repaying the Loan Agreement prohibits, except for Loans or otherwise reducing such amount in a Permitted Merger, manner permitted by the merger or consolidation of Agreement; (ii) Obligors (x) fail to file an amendment to any Puxxxx Xunds January 6, 2011 Page 2 Fund with or into any entity. The Bank hereby acknowledges that the Mergers constituted Permitted Mergers and hereby waives, solely federal tax return claiming an additional tax refund with respect to the Mergerscurrent net operating loss carryback law within five (5) Business Days after the earlier of (1) any Obligor receiving the tax refund resulting from the amendment to Obligors’ federal tax return filed on December 18, 2009 or (2) Agent receiving the tax refund resulting from the amendment to Obligors’ federal tax return filed on December 18, 2009 and Master Borrower receiving written notice thereof from Agent, (y) concurrently with the filing described, in clause (x) fail to file any and all forms required by Agent, so that the proceeds of any such refund to which the Obligors may be entitled is delivered directly to Agent on behalf of the Lenders (in connection with its security interest in such federal tax refund) and made payable to Agent for the ratable benefit of Lenders; and (z) fail to obtain prior notification requirement set forth in the definition written approval of Permitted Merger(sAgent of such filing and forms; and (iii) contained in the Loan Agreement. The foregoing waiver by the Bank shall not constitute a waiver occurrence of any other provision Event of Default or any condition or event that, after notice or lapse of time or both, would constitute an Event of Default (other than the Overadvance Default) under the Agreement or under any of the other Loan Documents other than as specifically described herein and shall not obligate Documents. B. At the Bank to consent to any further waiver or amendment end of the above mentioned provisions Waiver Period, this Limited Waiver shall terminate and the Overadvance Event of Default shall, effective as of the Loan end of the Waiver Period, immediately constitute an Event of Default under Article IX under the Agreement for any other without the requirement of further notice or future matters. Accordinglyan opportunity to cure, the parties hereto agree that each such merged Fund and Agent and Lenders shall be terminated as a “Fund” for entitled to immediately exercise all purposes of their respective rights and remedies under the Loan Documents and applicable law. C. Without limiting the generality of the provisions of subsection 11.10 of the Agreement, the waiver set forth herein shall be limited precisely as written and relates solely to the noncompliance by Obligors with the provisions of the Agreement set forth in Section 1A of this Waiver Letter in the manner and to the extent described on or prior to the date on which the Waiver Period terminates, and nothing in this Waiver Letter shall be deemed to: (i) constitute a waiver of (x) any Event of Default or noncompliance by the Obligors with respect to the provisions of the Agreement other than the Overadvance Event of Default or (y) compliance by the Obligors with respect to any other term, provision or condition of the Agreement (including, without limitation, violations or breaches of the Agreement that each surviving Fund shall continue are similar in nature to be a “Fund” for all purposes those included in Overadvance Event of Default but cover different time periods) or any other Loan Document; or (ii) prejudice any right or remedy that Agent or any Lender may now have or may have in the future under or in connection with the Agreement or any other Loan DocumentsDocument (except to the extent such right or remedy was based upon the Overadvance Event of Default that has been temporarily waived after giving effect to this Waiver Letter).

Limited Waiver. The Borrowers have informed Agent and Lenders party hereto hereby agree to waive the Obligors’ requirement to enter into a Control Agreement under clause (l) of the definition of “Collateral and Guarantee Requirement”, Section 8.23 of the Credit Agreement and Section 3 of the Security Agreement with respect to Deposit Account No. XXX-XXX6993 maintained with Xxxxx Fargo Bank, National Association (the “Specified WF Account”), which Specified WF Account serves solely as a cash collateral account securing obligations owing by FTS International Services, LLC, a Texas limited liability company (“FTS Services”) under its commercial purchase card arrangements with Xxxxx Fargo Bank, National Association (the “WF Bank that prior to the date hereofProduct Obligations”), so long as (a) Puxxxx XT Vista Fund, a fund series the aggregate cash balance in the Specified WF Account does not exceed an amount equal to $2,500,000 at any time (exclusive of Puxxxx Xariable Trust and a Fund under the Loan Agreement, merged any interest and/or fees accruing with and into Puxxxx XT Multi-Cap Growth Fund (before September 1, 2010, known as Puxxxx XT New Opportunities Fundrespect to such amounts), also a fund series of Puxxxx Xariable Trust and a Fund under the Loan Agreement and (b) Puxxxx Xista Fundthe Specified WF Account is (and only so long as it remains) a cash collateral account securing only WF Bank Product Obligations, and (c) the Specified WF Account is not required to be subject to a Borrower and a Fund under “Control Agreement” (as defined in the Term Loan Credit Agreement, merged with and into Puxxxx Xulti-Cap Growth Fund ) pursuant to the terms of the Term Loan Documents (before September 1, 2010, known as Puxxxx Xew Opportunities Fund), a Borrower and a Fund under the Loan Agreement (such mergers described in the foregoing clauses (a) through (c) in this paragraph, the “Specified WF Account Limited Waiver Conditions”). Notwithstanding the foregoing, the limited waiver with respect to the Specified WF Account shall terminate and be of no further force or effect on the earlier of (x) March 31, 2023 and (by) the Obligors’ failure to satisfy any of the Specified WF Account Limited Waiver Conditions (such earlier date in the foregoing clauses (x) and (y), the “MergersSpecified WF Account Limited Waiver Documents Termination Date”). Section II(1)(d)(vi) of , and, as a result thereof, FTS Services shall, to the extent otherwise required pursuant to the Loan Documents without giving effect to such limited waiver, enter into a Control Agreement prohibits, except for a Permitted Merger, the merger or consolidation of any Puxxxx Xunds January 6, 2011 Page 2 Fund with or into any entity. The Bank hereby acknowledges that the Mergers constituted Permitted Mergers and hereby waives, solely (with respect to the MergersSpecified WF Account), as soon as possible, and in any event, within forty-five (45) Business Days after the prior notification requirement set forth in the definition of Permitted Merger(s) contained in the Loan Agreement. The foregoing waiver Specified WF Account Limited Waiver Termination Date (or such later date as may be agreed to by the Bank Agent, which extension and consent shall not constitute a waiver be in writing and may be delivered by email). For the avoidance of doubt, no Default or Event of Default shall arise under the Credit Agreement or any other provision Loan Document until after the end of such forty-five (45) Business Day period (or such later date as may be agreed to by the Agent in accordance with this paragraph) as a result of the Loan Documents other than as specifically described herein and shall not obligate applicable Obligors failing to provide such Control Agreement to the Bank to consent to any further waiver or amendment of the above mentioned provisions of the Loan Agreement for any other or future matters. AccordinglyAgent in accordance with this paragraph, the parties hereto agree that each if applicable at such merged Fund shall be terminated as a “Fund” for all purposes under the Loan Documents and that each surviving Fund shall continue to be a “Fund” for all purposes under the Loan Documentstime.

Limited Waiver. The Borrowers have informed In reliance on the Bank that prior representations by the Loan Parties contained in this Letter Agreement, the Administrative Agent and the Lenders hereby agree to waive any Default or Event of Default pursuant to clause (e) of Article 7 of the Credit Agreement as a result of the Specified Defaults solely to the date hereofextent provided herein and so long as each of the following conditions are satisfied (each of the following, a “Specified Condition”, and, collectively, the “Specified Conditions”): (a) Puxxxx XT Vista Fund, a fund series of Puxxxx Xariable Trust and a Fund under the Loan Agreement, merged with and into Puxxxx XT Multi-Cap Growth Fund (before September 1, 2010, known as Puxxxx XT New Opportunities Fund), also Parties deliver a fund series of Puxxxx Xariable Trust and a Fund under the Loan Agreement and (b) Puxxxx Xista Fund, a Borrower and a Fund under the Loan Agreement, merged with and into Puxxxx Xulti-Cap Growth Fund (before September 1, 2010, known as Puxxxx Xew Opportunities Fund), a Borrower and a Fund under the Loan Agreement (such mergers described in the foregoing clauses (a) and (b), the “Mergers”). Section II(1)(d)(vi) draft of the 2020 Audited Financial Statements to the extent they are able to do so under any agreement between the applicable Loan Parties and the Auditor and the final 2020 Audited Financial Statements to the Administrative Agent and the Lenders, which in each case comply with the applicable provisions of the Credit Agreement prohibits, except for a Permitted Merger, the merger or consolidation of any Puxxxx Xunds January 6, 2011 Page 2 Fund with or into any entity. The Bank hereby acknowledges that the Mergers constituted Permitted Mergers and hereby waives, solely other than with respect to the Mergers, Going Concern Default; (b) notwithstanding anything to the prior notification requirement contrary set forth in the definition Credit Agreement and the other Loan Documents, the Borrowers deliver a Borrowing Base Certificate (setting forth the Term Loan Borrowing Base, the Revolving Borrowing Base, Combined Borrowing Base and Combined Borrowing Base Availability) and supporting information, including without limitation, a 13-week cash flow forecast and a report showing Qualified Cash and Liquidity, in each case of Permitted Merger(sthe Loan Parties and their Subsidiaries, in connection therewith, together with any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request on or before the third Business Day of each calendar week (commencing with the first such date to occur hereafter), as of the period then ended, and continues to do so until the Borrowers have had three fiscal months during which (1) contained Liquidity on each day during such period is greater than or equal to $15,000,000 and (2) sales revenue for such period are greater than or equal to 85% of the amount set forth in the Sales Plan for such period; (c) each Borrowing Base Certificate delivered by the Borrowers referred to in the preceding paragraph 2(b) shall include the Specified Borrowing Base Reserve (as defined in the Revolver Waiver (as hereinafter defined) until such time as the Specified Borrowing Base Reserve is eliminated or removed by the Revolving Agent; and (d) the Borrowers agree to not make any Borrowing Request under and as defined in the Revolver Loan Agreement unless its Qualified Cash after giving effect to such Borrowing Request and the use of proceeds thereof shall be less than $3,000,000 or the Administrative Agent and the Revolver Agent otherwise agree. It is understood that the Loan Parties’ failure to comply with any of the Specified Conditions set forth in this Section 2 shall constitute an immediate Event of Default under Article 7 of the Credit Agreement. The foregoing Notwithstanding anything herein to the contrary, the waiver by of the Bank Rent Default is solely as a result of the Loan Parties’ non-payment of rent on the Loan Parties’ leased locations for the months of April, May and June, 2020 and no any other month and such waiver shall not constitute prevent the Administrative Agent or the Lenders from exercising any right or remedy available to it or otherwise taking action under the Loan Documents in the event that the landlord commences an enforcement action (including, without limitation, any lock out or other self-help remedies commenced by a Loan Party’s landlord) against a Loan Party in respect of such liabilities or the Rent Default. Except as expressly provided herein, nothing contained herein shall be deemed a consent to, or waiver of, any other action or inaction of the Borrowers or any of the other Loan Parties which constitutes (or would constitute) a violation of any other provision of the Loan Documents other than as specifically described herein and shall not obligate the Bank to consent to any further waiver Credit Agreement or amendment of the above mentioned provisions of the Loan Agreement for any other Loan Document, or which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document. The Administrative Agent and the Lenders shall have no obligation to grant any future matters. Accordinglywaivers, consents or amendments with respect to the Credit Agreement or any other Loan Document, and the parties hereto agree that each such merged Fund the waiver provided herein shall be terminated as constitute a “Fund” for all purposes under one-time limited waiver and shall not constitute a course of dealing among the Loan Documents parties or waive, affect or diminish any right of the Administrative Agent and that each surviving Fund shall continue the Lenders to be a “Fund” for all purposes under demand strict compliance with the Credit Agreement and the other Loan Documents.

Limited Waiver. The Borrowers have informed the Bank that prior to the date hereof, (a) Puxxxx XT Vista FundPursuant to Section 11.04 of the NPA, a fund series the undersigned Purchasers, which constitute the Required Purchasers, hereby instruct the Agent to execute and deliver this Waiver for purposes of Puxxxx Xariable Trust and a Fund under granting the Loan Agreement, merged with and into Puxxxx XT Multi-Cap Growth Fund (before September 1, 2010, known as Puxxxx XT New Opportunities Fund), also a fund series of Puxxxx Xariable Trust and a Fund under Requested Waivers on the Loan Agreement and terms hereof. (b) Puxxxx Xista Fund, a Borrower Subject to the terms and a Fund under conditions of this Waiver and in reliance upon the Loan Agreement, merged with representations and into Puxxxx Xulti-Cap Growth Fund (before September 1, 2010, known as Puxxxx Xew Opportunities Fund), a Borrower and a Fund under warranties of the Loan Agreement (such mergers described Note Parties set forth in the foregoing clauses (a) and (b)Section 4 below, the “Mergers”). Section II(1)(d)(vi) Secured Parties hereby agree to waive those Defaults and Events of Defaults to the Loan Agreement prohibitsextent limited to, except for a Permitted Mergerand expressly set forth in, the merger or consolidation of any Puxxxx Xunds January 6Requested Waivers; provided, 2011 Page 2 Fund with or into any entity. The Bank hereby acknowledges that the Mergers constituted Permitted Mergers and hereby waives, solely with respect to the MergersRequested Waivers pertaining to the Specified Disclosures, the prior notification requirement Note Parties shall deliver to the Secured Parties (i) such financial statements required under Section 7.01(b) of the NPA and the related Compliance Certificate required under Section 7.02(a) of the NPA by no later than the earlier of (x) May 13, 2024, and (y) such earlier filing deadline as Nasdaq may determine in order for the Acquiror’s common stock to remain listed on Nasdaq and (ii) a written confirmation promptly upon Acquiror filing a plan with Nasdaq to regain compliance with Nasdaq listing standards (and in any event shall have filed such plan by January 16, 2024). Notwithstanding anything in this Waiver or in any other Note Document to the contrary, the failure of the Note Parties to satisfy any obligation in this Section 2(b) within the time periods set forth herein shall automatically result in an Event of Default. (c) Subject to the terms and conditions of this Waiver and in reliance upon the representations and warranties of the Note Parties set forth in Section 4 below, the definition Secured Parties hereby agree to waive the accrual of Permitted Merger(sinterest at the Default Rate as a result of those Events of Default, to the extent limited to, and expressly set forth in, the Requested Waivers. (d) contained The waivers set forth in the Loan Agreement. The foregoing waiver by the Bank Sections 2(b) and 2(c) above are limited, one time waivers and, except as expressly set forth therein, shall not be deemed to: (i) constitute a waiver of any other provision Default or Event of Default that may arise or result from events that do not constitute the Specified Events; (ii) constitute a waiver of any Default, Event of Default, or any other breach of the Loan Documents NPA or any other than Note Document, whether now existing or hereafter arising; (iii) constitute a waiver of any right or remedy of any Purchaser under the NPA or any other Note Document (all such rights and remedies being expressly reserved by the Secured Parties); or (iv) establish a custom or course of dealing or conduct between any Secured Party, on the one hand, and the Note Parties on the other hand. (e) Except as specifically described herein expressly set forth herein, the waivers set forth in Sections 2(b) and 2(c) above shall not obligate the Bank be deemed to constitute consent to of any further waiver other act, omission or amendment any other breach of the above mentioned provisions NPA or any of the Loan Agreement for any other or future matters. Accordingly, the parties hereto agree that each such merged Fund shall be terminated as a “Fund” for all purposes under the Loan Documents and that each surviving Fund shall continue to be a “Fund” for all purposes under the Loan Note Documents.

Limited Waiver. The Borrowers have informed advised the Bank Lenders that prior they are currently in default under Section 9.3 of the Agreement as a result of the aggregate notional amount of Hydrocarbons under all Rate Management Transactions now in effect exceeding eighty percent (80%) of the “forecasted production from proved reserves” in violation of Section 8.15(v) (the “Existing Default”). The Borrowers have requested that the Lenders waive the Existing Default. The Lenders are willing to waive the date hereofExisting Default and, accordingly, hereby waive the Existing Default arising under Section 9.3 of the Agreement as a result of the Borrowers’ failure to comply with Section 8.15(v) on the condition that CWEI and its Subsidiaries are prohibited from entering into any additional Rate Management Transactions that hedge the production of Hydrocarbons in respect of any month during the period from the Fifth Amendment Effective Date through and including December 31, 2008. By its signature below, each Borrower and Guarantor agrees that nothing herein shall be construed as a continuing waiver of the provisions of Section 8.15(v). The waiver set forth herein is expressly limited as follows: (a) Puxxxx XT Vista Fundsuch waiver is limited solely to the Rate Management Transactions currently entered into whereby the aggregate notional amount of Hydrocarbons exceeds eighty percent (80%) of the “forecasted production from proved reserves”, a fund series of Puxxxx Xariable Trust and a Fund under the Loan Agreement, merged with and into Puxxxx XT Multi-Cap Growth Fund (before September 1, 2010, known as Puxxxx XT New Opportunities Fund), also a fund series of Puxxxx Xariable Trust and a Fund under the Loan Agreement and (b) Puxxxx Xista Fundno further Rate Management Transactions will be entered into that hedge the production of Hydrocarbons in respect of any month during the period from the Fifth Amendment Effective Date through and including December 31, a Borrower and a Fund under the Loan Agreement, merged with and into Puxxxx Xulti-Cap Growth Fund (before September 1, 2010, known as Puxxxx Xew Opportunities Fund), a Borrower and a Fund under the Loan Agreement (such mergers described in the foregoing clauses (a) 2008 and (b)c) such waiver is a limited one-time waiver, and nothing contained herein shall obligate the “Mergers”). Lenders to grant any additional or future waiver occurring as a result of a violation of Section II(1)(d)(vi8.15(v) of the Loan Agreement prohibits, except for a Permitted Merger, the merger or consolidation of any Puxxxx Xunds January 6, 2011 Page 2 Fund with or into any entity. The Bank hereby acknowledges that the Mergers constituted Permitted Mergers and hereby waives, solely with respect to the Mergers, the prior notification requirement set forth in the definition of Permitted Merger(s) contained in the Loan Agreement. The foregoing waiver by the Bank shall not constitute a waiver of any other provision of the Loan Documents other than as specifically described herein and shall not obligate the Bank to consent to any further waiver Agreement or amendment of the above mentioned provisions of the Loan Agreement for any other or future matters. Accordingly, the parties hereto agree that each such merged Fund shall be terminated as a “Fund” for all purposes under the Loan Documents and that each surviving Fund shall continue to be a “Fund” for all purposes under the Loan DocumentsDocument.

Limited Waiver. The Borrowers have informed As of the Bank that prior to Effective Date, the date hereof, Lender hereby (a) Puxxxx XT Vista Fundwaives the provisions of the letter agreement dated August 12, 1996 (the "POST-CLOSING LETTER") between the Borrower and the Lender with respect to the obligation of the Borrower to deliver the documents set forth on ANNEX D attached hereto and made a fund series part hereof (the "POST-CLOSING DOCUMENTS") within the time periods specified in the Post-Closing Letter and extends the time period for the delivery of Puxxxx Xariable Trust and a Fund under the Loan Agreementsuch documents to December 30, merged with and into Puxxxx XT Multi-Cap Growth Fund (before September 1, 2010, known as Puxxxx XT New Opportunities Fund), also a fund series of Puxxxx Xariable Trust and a Fund under the Loan Agreement 1996 and (b) Puxxxx Xista Fundwaives the Events of Default under Sections 10.01(c) and 10.01(d) of the Credit Agreement resulting from the Borrower's failure to deliver the Post-Closing Documents within the time periods specified in the Post-Closing Letter; PROVIDED, HOWEVER, that, if such Post-Closing Documents are not delivered on or before March 5, 1997 (the "EXPIRATION DATE"), (x) the limited waiver under this SECTION 4 shall expire, (y) the Borrower shall pay to the Lender on the Expiration Date a fee in the amount of $25,000, and the Borrower and hereby irrevocably authorizes the Lender to make a Fund under Revolving Loan on the Loan Expiration Date to pay such fee without regard to the notice requirements set forth in Section 3.02(b)(iii) of the Credit Agreement, merged with and into Puxxxx Xulti-Cap Growth Fund (before September 1, 2010, known as Puxxxx Xew Opportunities Fund), a Borrower and a Fund under z) notwithstanding any payment of the Loan Agreement (such mergers fee described in the foregoing clauses CLAUSE (a) and (by), the “Mergers”). Section II(1)(d)(vi) Events 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 Loan Agreement prohibitsPost-Closing Documents, except for a Permitted Merger, the merger or consolidation of any Puxxxx Xunds January 6, 2011 Page 2 Fund with or into any entity. The Bank hereby acknowledges that the Mergers constituted Permitted Mergers in form and hereby waives, solely with respect substance satisfactory to the MergersLender, are delivered to the prior notification requirement set forth in Lender, and the definition of Permitted Merger(s) contained in the Loan Agreement. The foregoing waiver by the Bank shall not constitute Lender reserves all rights and remedies available to it as a waiver of any other provision result of the Loan Documents other than as specifically described herein and shall not obligate the Bank to consent to any further waiver or amendment continued existence of the above mentioned provisions such Events of the Loan Agreement for any other or future matters. Accordingly, the parties hereto agree that each such merged Fund shall be terminated as a “Fund” for all purposes under the Loan Documents and that each surviving Fund shall continue to be a “Fund” for all purposes under the Loan DocumentsDefault.

Limited Waiver. The Borrowers have informed the Bank that prior to the date hereof, (a) Puxxxx XT Vista Fund, a fund series The Loan Parties acknowledge that (a) an Event of Puxxxx Xariable Trust and a Fund Default may exist under the Loan Agreement, merged Credit Agreement as a result of the failure of the Consolidated Companies to comply with and into Puxxxx XT Multi-Cap Growth Fund the terms of Section 6.3 of the Credit Agreement during the Waiver Period (before September 1, 2010, known as Puxxxx XT New Opportunities Fund), also a fund series defined below) (the “Net Worth Event of Puxxxx Xariable Trust and a Fund under the Loan Agreement Default”) and (b) Puxxxx Xista Fund, a Borrower and a Fund Events of Default will exist under the Loan AgreementCredit Agreement on March 4, merged 2008 as a result of the failure of the Consolidated Companies to comply with the terms of Sections 6.1 and into Puxxxx Xulti-Cap Growth Fund 6.2 of the Credit Agreement as of the fiscal quarter ending March 4, 2008 (before September 1, 2010, known as Puxxxx Xew Opportunities Fund), a Borrower and a Fund under the Loan Agreement (such mergers described Events of Default enumerated in the foregoing clauses (a) and (b)) above, the “MergersApplicable Events of Default”). Section II(1)(d)(viCHAR1\1039402v6 (b) Subject to the other terms and conditions of this Agreement, the Administrative Agent and the Lenders hereby waive the Applicable Events of Default for the period from the date hereof until April 18, 2008 (the “Waiver Period”), whether the Net Worth Event of Default exists as of the Loan date of this Agreement prohibitsor arises at some other point during the Waiver Period, except for a Permitted Mergerall purposes of the Credit Agreement (including, without limitation, Section 3.2(b) thereof). Accordingly, during the Waiver Period, the merger Administrative Agent, the Issuing Bank and the Lenders shall, subject to the terms and conditions set forth herein, forbear exercising their rights and remedies arising exclusively as a result of the Applicable Events of Default and continue to make Loans and to issue, extend, amend or consolidation renew Letters of any Puxxxx Xunds January 6, 2011 Page 2 Fund Credit to the Borrower in accordance with or into any entitythe terms thereof. The Bank hereby acknowledges that limited waiver set forth herein shall be effective only in this specific instance for the Mergers constituted Permitted Mergers duration of the Waiver Period and hereby waivesshall not obligate the Lenders or the Administrative Agent to waive any other Default or Event of Default, now existing or hereafter arising. This limited waiver is limited solely with respect to the MergersApplicable Events of Default, and nothing contained in this Agreement shall (i) modify the prior notification requirement set forth in Loan Parties’ obligations to comply fully with Section 6.1, 6.2 and 6.3 of the definition of Permitted Merger(s) Credit Agreement and all duties, terms, conditions or covenants contained in the Credit Agreement and the other Loan Agreement. The foregoing waiver by the Bank shall not Documents and (ii) be deemed to constitute a waiver of any other rights or remedies the Administrative Agent or any Lender may have under the Credit Agreement or any other Loan Documents or under applicable law. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the limited waiver or otherwise amend, modify or waive any provision of the Credit Agreement or any other Loan Documents other than as specifically described herein Document at the end of the Waiver Period. The provisions and agreements set forth in this Agreement shall not obligate establish a custom or course of dealing or conduct between the Bank to consent to Administrative Agent, the Issuing Bank, any further waiver Lender, the Borrower or amendment of the above mentioned provisions of the Loan Agreement for any other or future matters. Accordingly, the parties hereto Loan Party. (c) The Loan Parties acknowledge and agree that each such merged Fund unless the Administrative Agent and the Lenders, in their sole discretion, further amend the Credit Agreement or otherwise agree in writing to continue this limited waiver beyond the Waiver Period, Events of Default will occur under the Credit Agreement as of April 19, 2008, for which no grace period or cure period shall be terminated as a “Fund” for apply, and the Administrative Agent and the Lenders may pursue all purposes rights and remedies available to them under the Credit Agreement, the Loan Documents and applicable law. The Loan Parties further acknowledge and agree that each surviving Fund shall continue to be a “Fund” for the extent any Defaults or Events of Default (other than the Applicable Events of Default) now exist or hereafter arise during the Waiver Period, the Administrative Agent, the Issuing Bank and the Lenders may immediately pursue all purposes rights and remedies available to them in respect thereof under the Credit Agreement, other Loan DocumentsDocuments and applicable law. (d) The Loan Parties acknowledge and agree that the making of any Loans and the issuance, extension, amendment or renewal of any Letter of Credit pursuant to the Credit Agreement during the Waiver Period does not now, and will not in the future, constitute (i) an agreement or obligation, whether implied or express, on the part of the Lenders to make such Loans or of the Issuing Bank to issue, extend, amend or renew such Letters of Credit in the future after the expiration of the Waiver Period or (ii) a waiver by the Administrative Agent, the Issuing Bank or the Lenders of any of their respective rights or remedies at any time, now or in the future, with respect to any Default or Event of Default (other than the Applicable Events of Default) or the Applicable Events of Default after the expiration of the Waiver Period.

Limited Waiver. The Subject to the terms and conditions set forth in this Waiver and in reliance on the representations, warranties and covenants of the Credit Parties herein contained, the Administrative Agent and the Lenders hereby waive, (i) for the period commencing on December 31, 2001 through and including April 16, 2002 (the "WAIVER PERIOD"), compliance with the provisions of subsections 7.6A, 7.6B and 7.6C of the Credit Agreement with respect to the Fiscal Quarter ending as of December 31, 2001 and the Fiscal Quarter ending as of March 31, 2002 and (ii) any Event of Default (other than an Event of Default under subsection 8.2) that may have occurred as a result of Wolverine Finance Company being administratively dissolved by the Secretary of State of the State of Tennessee during the period before it received a Certificate of Reinstatement; provided, that: (a) the aggregate principal amount of Indebtedness under the Credit Agreement outstanding at any time during the Waiver Period shall not exceed $130,000,000 less an amount equal to the aggregate amount of any Net Asset Sale Proceeds, Net Securities Proceeds or net proceeds from the issuance of any Indebtedness received by Company or any Subsidiary on or after the date hereof; provided, that Borrowers have informed shall not at any time be permitted to borrow more than necessary to fund its projected requirements as set forth in the Bank estimated cash flows dated January 25, 2002 attached hereto as Schedule A (the "ESTIMATED CASH FLOWS"); it being understood that prior (i) if Borrowers' actual sales collections for any month are less than the projected sales collections for such month as set forth in the Estimated Cash Flows, Borrowers may borrow an additional amount not to exceed the lesser of (a) the amount of such shortfall and (b) 10% of the projected sales collections for such month as set forth in the Estimated Cash Flows, subject to the limitation on the aggregate principal amount of Loans outstanding set forth above, to fund projected requirements for such month as set forth in the Estimated Cash Flows, (ii) Borrowers shall be allowed to borrow to fund their requirements during April until April 16, 2002 on a basis consistent with February and March, subject to the limitation on the aggregate principal amount of Loans outstanding set forth above, notwithstanding that the Estimated Cash Flows do not set forth projected inflows or outflows for April, and (iii) if Borrowers borrow less than projected in any month they shall, subject to the limitation on the aggregate principal amount of Loans outstanding set forth above, be able to borrow such amounts in the following month to fund projected requirements; (b) Company shall deliver to the Administrative Agent the following: (i) as soon as possible and in any event no later than February 19, 2002, a cash flow forecast detailing collections, payments, availability and any other components requested by Administrative Agent or P&M (as defined in subsection (f) below) for the subsequent 13 week period, and thereafter, Company shall submit to the Administrative Agent on the second Business Day of each calendar week, for the preceding calendar week, weekly updates to such forecast, including a reconciliation of each past week's performance against forecast and adding each new week to such update so that such forecast shall be continued as a rolling 13-week forecast and (ii) as soon as available and in any event no later than 25 days after the end of each calendar month, the consolidated balance sheet of the Company and its Subsidiaries as at the end of such calendar month and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such calendar month; (c) (i) on the date hereof, Borrowers (aother than Wolverine Canada) Puxxxx XT Vista Fund, and each Subsidiary Guarantor shall enter into a fund series of Puxxxx Xariable Trust and a Fund under security agreement in the Loan Agreement, merged with and into Puxxxx XT Multi-Cap Growth Fund form attached hereto as Exhibit I (before September 1, 2010, known as Puxxxx XT New Opportunities Fundthe "SECURITY AGREEMENT"), also a fund series of Puxxxx Xariable Trust (ii) on and a Fund under after the Loan Agreement date hereof Borrowers and each Subsidiary Guarantor shall take any actions necessary or requested by the Administrative Agent to perfect and protect such security interests and (biii) Puxxxx Xista FundBorrowers and each Subsidiary Guarantor shall comply with the covenants set forth in Section 5; (d) from and after the date hereof, a Borrower the Borrowers and a Fund the Subsidiary Guarantors shall continue to maintain all primary Deposit Accounts located in the United States and Canada with one or more Lenders and all cash of the Company and the Subsidiary Guarantors, other than cash required for immediate operating needs of business outside the United States and Canada, will be held in such accounts; (e) on or after the date hereof, Borrowers shall not and shall not permit their Subsidiaries to: (i) take any action that would be prohibited under Section 7 of the Loan AgreementCredit Agreement during the continuance of an Event of Default, merged with and into Puxxxx Xulti-Cap Growth Fund (before September 1ii) directly or indirectly, 2010, known as Puxxxx Xew Opportunities Fundmake or acquire any Investment in any Person described in subsections 7.3(v), a Borrower and a Fund under the Loan Agreement (such mergers described in the foregoing clauses (avi) and (b), the “Mergers”). Section II(1)(d)(vivii) of the Loan Agreement prohibitsCredit Agreement; (iii) directly or indirectly, except for a Permitted Merger, the merger create or consolidation of any Puxxxx Xunds January 6, 2011 Page 2 Fund with or into any entity. The Bank hereby acknowledges that the Mergers constituted Permitted Mergers and hereby waives, solely become liable with respect to any Contingent Obligation under subsections 7.4(vii) and (ix) of the MergersCredit Agreement; or (iv) make any Restricted Junior Payment, other than the prior notification requirement set forth mandatory redemption of the Company's $1.00 par value Cumulative Compounding Redeemable Preferred Stock on March 1, 2002 together with accrued and unpaid dividends thereon; (f) Borrowers shall, and shall cause their officers, employees and Subsidiaries and their respective officers and employees to cooperate with FTI/Xxxxxxxx & Xxxxx ("P&M"), financial consultant to the Lenders; and (g) on the date hereof, Borrowers shall execute and deliver a sixth amendment to the Credit Agreement in the definition form attached hereto as Exhibit II (the "SIXTH AMENDMENT") to (i) effect certain changes to the Credit Agreement necessary in light of Permitted Merger(sthe grant of security pursuant to the Security Agreement, (ii) contained provide that all the Net Asset Sale Proceeds, Net Securities Proceeds or the proceeds of the issuance of any Indebtedness shall be applied to the prepayment of Loans and reduction of the Commitments, and (iii) provide for an increase in the Loan Agreement. The foregoing waiver by rate of interest payable on the Bank shall not constitute a waiver of any other provision of the Loan Documents other than as specifically described herein Loans on and shall not obligate the Bank to consent to any further waiver or amendment of the above mentioned provisions of the Loan Agreement after December 31, 2001 and for any other or future matters. Accordingly, the parties hereto agree that each such merged Fund shall be terminated as a “Fund” for all purposes under the Loan Documents and that each surviving Fund shall continue interest to be a “Fund” for all purposes under the Loan Documentspayable monthly.