Common use of Limited Waiver Clause in Contracts

Limited Waiver. The Lender Parties agree to a limited waiver of the following provisions (collectively, the “Subject Provisions”), and that no Default or Event of Default shall exist or arise thereunder: (i) any terms, conditions, representations or warranties related to clauses (b) and (d) of the definition of Borrowing Base Conditions, and the parties agree that the COVID-19 1 Hersha Hospitality – 2019 Term Loan Amendment No. 1 NYDOCS03/1126277.6 pandemic and the general economic conditions resulting therefrom are not "material matters" under clause (e) of the definition of Borrowing Base Conditions; (ii) mandatory prepayments under subsections 2.06(b)(i)(B) and 2.06(b)(i)(C); (iii) the covenants in each of Section 5.04(a) (Parent Guarantor Financial Covenants) and Section 5.04(b) (Borrowing Base Financial Covenants); and (iv) the representations in each of Section 4.01(g) (Financial Condition) and Section 4.01(s) (Force Majeure). Without limiting the generality of the provisions of Section 9.01 of the 2019 Term Loan Agreement, the waiver set forth in this subsection (a) shall be limited precisely as written, and nothing herein shall be deemed to (a) constitute a waiver of compliance by the Borrower or the Parent Guarantor with respect to (i) the Subject Provisions other than during the Waiver Period or (ii) any other term, provision or condition of the Loan Documents or any other instrument or agreement referred to in any of them, or (b) prejudice any right or remedy that any Lender may now have or may have in the future under or in connection with the 2019 Term Loan Agreement, the other Loan Documents or any other instrument or agreement referred to in any of them or under Applicable Laws. For the avoidance of doubt, the waiver of the Subject Provisions set forth herein shall not extend beyond the last day of the Waiver Period and such waiver shall be of no force or effect for any purpose after the last day of the Waiver Period.

Limited Waiver. A. At the request of the Borrowers, and in reliance on the accuracy of the information certified by the Borrowers in the Compliance Certificate dated August 29, 2018, the Administrative Agent and the Lenders hereby waive the non-compliance by the Borrowers with the financial ratios specified in clauses (a), (b) and (c) of Section 6.1 of the Credit Agreement as of the last day of the fiscal quarter ended June 30, 2018, or for the four fiscal quarter period ended June 30, 2018, as applicable. B. The Lender Parties agree post-default rate of interest, which would otherwise apply as a result of the breach described in the foregoing clause (A) of this Section 2 to a limited the aggregate outstanding amount of all Loans outstanding for the period from June 30, 2018 until (but not including) the date hereof, is hereby waived; provided that the waiver of the following provisions (collectivelypost-default rate of interest herein shall apply only to the Events of Default waived herein and not to any other Event of Default now existing or that may hereafter occur. The waiver in this Section 2 is effective only in respect of the matters and for the time periods expressly set forth in this Section 2 and not for any other period and, except as expressly set forth in this Waiver, no other waivers are intended or made by this Waiver. No failure or delay on the part of the Administrative Agent, any Lender, the “Subject Provisions”)Issuing Bank or the holder of any Note in exercising any power or right under the Credit Agreement or any other Loan Document shall operate as a waiver thereof, and that no nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No waiver or approval by the Administrative Agent, any Lender, the Issuing Bank or the holder of any Note under this Waiver, the Credit Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to any subsequent transaction or any Default or Event of Default shall exist or arise thereunder: (i) under any terms, conditions, representations or warranties related to clauses (b) and (d) of the definition of Borrowing Base Conditions, and the parties agree that the COVID-19 1 Hersha Hospitality – 2019 Term Loan Amendment No. 1 NYDOCS03/1126277.6 pandemic and the general economic conditions resulting therefrom are not "material matters" under clause (e) of the definition of Borrowing Base Conditions; (ii) mandatory prepayments under subsections 2.06(b)(i)(B) and 2.06(b)(i)(C); (iii) the covenants in each of Section 5.04(a) (Parent Guarantor Financial Covenants) and Section 5.04(b) (Borrowing Base Financial Covenants); and (iv) the representations in each of Section 4.01(g) (Financial Condition) and Section 4.01(s) (Force Majeure). Without limiting the generality of the provisions of Section 9.01 of the 2019 Term Loan Agreement, the waiver set forth in this subsection (a) shall be limited precisely as written, and nothing herein shall be deemed to (a) constitute a waiver of compliance by the Borrower or the Parent Guarantor with respect to (i) the Subject Provisions other than during the Waiver Period or (ii) any other term, provision or condition of the Loan Documents or any other instrument or agreement referred to in any of them, or (b) prejudice any right or remedy that any Lender may now have or may have in the future under or in connection with the 2019 Term Loan Agreement, the other Loan Documents or any other instrument or agreement referred to in any of them or under Applicable Laws. For the avoidance of doubt, the waiver of the Subject Provisions set forth herein shall not extend beyond the last day of the Waiver Period and such waiver shall be of no force or effect for any purpose after the last day of the Waiver PeriodDocument.

Limited Waiver. The Lender In reliance upon the representations, warranties and covenants of the Loan Parties agree contained herein, and subject to the satisfaction of the conditions set forth in Article IV of this Agreement, the Agent and the Lenders party hereto hereby waive the Specified Defaults; provided, that the foregoing waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a limited consent to or waiver of the following provisions (collectivelyany breach, the “Subject Provisions”), and that no Default or Event of Default shall exist other than as specifically waived herein nor as a waiver of any breach, Default or arise thereunder: (i) Event of Default of which the Agent or any termsof the Lenders have not been informed by any Loan Party, conditions, representations or warranties related to clauses (b) affect the right of the Agent or any of the Lenders to demand compliance by each Loan Party with all terms and conditions of the Credit Agreement and the other Loan Documents, except as specifically consented to, modified or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or the other Loan Documents, or (d) except as set forth specifically herein, diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any of the definition other Loan Documents, or applicable law, whether arising as a consequence of Borrowing Base Conditionsany Default or Event of Default which may now exist or otherwise, and the parties agree that the COVID-19 1 Hersha Hospitality – 2019 Term Loan Amendment No. 1 NYDOCS03/1126277.6 pandemic Agent and the general economic conditions resulting therefrom are not "material matters" under clause (e) each of the definition Lenders hereby reserve all of Borrowing Base Conditions; (ii) mandatory prepayments under subsections 2.06(b)(i)(B) such rights and 2.06(b)(i)(C); (iii) remedies; provided, further, that if the covenants in each of Section 5.04(a) (Parent Guarantor Financial Covenants) and Section 5.04(b) (Borrowing Base Financial Covenants); and (iv) purchase price for the representations in each of Section 4.01(g) (Financial Condition) and Section 4.01(s) (Force Majeure). Without limiting the generality assignment of the provisions Loans referred to in Section 4.04 of Section 9.01 of this Agreement is not received in full by BPC Lending I LLC (in Dollars and in immediately available funds, and otherwise in accordance with the 2019 Term Loan AgreementBPC Assignment and Acceptance) prior to 2:00 p.m. New York City time on April 18, 2023, the waiver waivers set forth in this subsection (a) Section 2.01 shall be limited precisely as written, of no further force or effect and nothing herein shall be deemed to (a) constitute a waiver have never taken effect; provided, further, that until the purchase price for the assignment of compliance the Loans referred to in Section 4.04 is received by BPC Lending I LLC as set forth in the immediately foregoing proviso, the Borrower and the other Companies shall not be permitted to take any action (or the Parent Guarantor with respect to fail to take any action, as applicable) that would not be permitted to be taken (ior failed to be taken, as applicable) the Subject Provisions other than during the Waiver Period or (ii) any other term, provision or condition of under the Loan Documents if a Default or any other instrument or agreement referred to in any Event of them, or (b) prejudice any right or remedy that any Lender may now have or may have in the future under or in connection with the 2019 Term Loan Agreement, the other Loan Documents or any other instrument or agreement referred to in any of them or under Applicable Laws. For the avoidance of doubt, the waiver of the Subject Provisions set forth herein shall not extend beyond the last day of the Waiver Period Default had occurred and such waiver shall be of no force or effect for any purpose after the last day of the Waiver Periodwas continuing.

Limited Waiver. A. The Lender Parties agree failure by the Borrower to comply with Section 9.01(b) of the Credit Agreement for the fiscal quarter ended September 30, 2015, and any failure (if any) by the Borrower to comply with Section 9.01(a), Section 9.01(b) or Section 9.01(c) of the Credit Agreement for the fiscal quarter ended December 31, 2015, and any Defaults or Events of Default arising as a limited result thereof, are each hereby waived (and any breach of any representation or warranty under the Credit Agreement or any other Loan Document as a result of the existence of such failures to comply is hereby similarly waived), provided that, unless the Borrower shall have made any and all mandatory payments as required by Section 3(B) of this Waiver and Amendment, the foregoing waivers shall automatically expire and an Event of Default shall be deemed to have occurred as of September 30, 2015, and shall then continue until cured or further waived in accordance with the Credit Agreement. B. The post-default rate of interest, which would otherwise apply as a result of the breach described in the foregoing clause (A) of this Section 4 to the aggregate outstanding amount of all Loans for the period from September 30, 2015 until (but not including) May 31, 2016, is hereby waived; provided that the waiver of the following post-default rate of interest (1) shall be waived so long as the provisions of Section 3(B) of this Waiver and Amendment are satisfied and the limited waiver described in clause (collectivelyA) of this Section 4 has not terminated and (2) shall not apply to any other Event of Default now existing or that may hereafter occur. The waivers in this Section 4 are effective only in respect of the matters and for the time periods expressly set forth in this Section 4 and not for any other fiscal quarter period, except as expressly set forth in this Waiver and Amendment, no other waivers, amendments or modifications are intended or made by this Waiver and Amendment. No failure or delay on the part of the Administrative Agent, any Lender, the “Subject Provisions”)Issuing Bank or the holder of any Note in exercising any power or right under the Credit Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No waiver or approval by the Administrative Agent, any Lender, the Issuing Bank or the holder of any Note under this Waiver and that no Amendment, the Credit Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to any subsequent transaction or any Default or Event of Default shall exist or arise thereunder: (i) under any terms, conditions, representations or warranties related to clauses (b) and (d) of the definition of Borrowing Base Conditions, and the parties agree that the COVID-19 1 Hersha Hospitality – 2019 Term Loan Amendment No. 1 NYDOCS03/1126277.6 pandemic and the general economic conditions resulting therefrom are not "material matters" under clause (e) of the definition of Borrowing Base Conditions; (ii) mandatory prepayments under subsections 2.06(b)(i)(B) and 2.06(b)(i)(C); (iii) the covenants in each of Section 5.04(a) (Parent Guarantor Financial Covenants) and Section 5.04(b) (Borrowing Base Financial Covenants); and (iv) the representations in each of Section 4.01(g) (Financial Condition) and Section 4.01(s) (Force Majeure). Without limiting the generality of the provisions of Section 9.01 of the 2019 Term Loan Agreement, the waiver set forth in this subsection (a) shall be limited precisely as written, and nothing herein shall be deemed to (a) constitute a waiver of compliance by the Borrower or the Parent Guarantor with respect to (i) the Subject Provisions other than during the Waiver Period or (ii) any other term, provision or condition of the Loan Documents or any other instrument or agreement referred to in any of them, or (b) prejudice any right or remedy that any Lender may now have or may have in the future under or in connection with the 2019 Term Loan Agreement, the other Loan Documents or any other instrument or agreement referred to in any of them or under Applicable Laws. For the avoidance of doubt, the waiver of the Subject Provisions set forth herein shall not extend beyond the last day of the Waiver Period and such waiver shall be of no force or effect for any purpose after the last day of the Waiver PeriodDocument.

Limited Waiver. The Lender Parties agree to a limited waiver Upon the satisfaction of the following provisions conditions precedent set forth in Section III.5 hereof, and in reliance upon the representations and warranties of the Loan Parties set forth in the Credit Agreement and in this Second Amendment, the Lenders hereby waive any Defaults and/or Events of Default that may have occurred, is occurring or hereafter occur solely as a result of the Borrower’s failure to deliver the unaudited Consolidated financial statements for the Fiscal Quarters ended March 31, 2016 and June 30, 2016 pursuant to Section 6.1(a) of the Credit Agreement by no later than 45 days after the end of such Fiscal Quarter, together with the corresponding Compliance Certificate pursuant to Section 6.1(c) of the Credit Agreement and the related information pursuant to Section 6.1(f) of the Credit Agreement (such Defaults and/or Event of Default referred to in this Section II, collectively, the “Subject ProvisionsSpecified Defaults”). The waiver contained in this Section II is limited as specified herein and (i) shall only be relied upon and used for the specific purpose set forth herein, and that no (ii) shall not constitute nor be deemed to constitute a waiver of (x) any other Default or Event of Default shall exist or arise thereunder: (i) any terms, conditions, representations or warranties related to clauses (b) and (d) of the definition of Borrowing Base Conditions, and the parties agree that the COVID-19 1 Hersha Hospitality – 2019 Term Loan Amendment No. 1 NYDOCS03/1126277.6 pandemic and the general economic conditions resulting therefrom are not "material matters" under clause (e) of the definition of Borrowing Base Conditions; (ii) mandatory prepayments under subsections 2.06(b)(i)(B) and 2.06(b)(i)(C); (iii) the covenants in each of Section 5.04(a) (Parent Guarantor Financial Covenants) and Section 5.04(b) (Borrowing Base Financial Covenants); and (iv) the representations in each of Section 4.01(g) (Financial Condition) and Section 4.01(s) (Force Majeure). Without limiting the generality of the provisions of Section 9.01 of the 2019 Term Loan Agreement, the waiver set forth in this subsection (a) shall be limited precisely as written, and nothing herein shall be deemed to (a) constitute a waiver of compliance by the Borrower or the Parent Guarantor with respect to (i) the Subject Provisions other than during the Waiver Period or (iiy) any other term, provision term or condition of the Credit Agreement or the other Loan Documents Documents, (iii) shall not constitute nor be deemed to constitute a consent by either Administrative Agent or the Lenders to anything other than the specific purpose set forth herein and (iv) shall not constitute a custom or course of dealing among the parties hereto. The Borrower hereby acknowledges and agrees that, notwithstanding anything contained in the Credit Agreement or any other instrument or agreement referred to in any of them, or (b) prejudice any right or remedy that any Lender may now have or may have in the future under or in connection with the 2019 Term Loan Agreement, the other Loan Documents or any other instrument or agreement referred to in any of them or under Applicable Laws. For the avoidance of doubtcontrary, the waiver failure by the Borrower to deliver (x) the unaudited Consolidated financial statements for the Fiscal Quarter ended March 31, 2016 and (y) the unaudited Consolidated financial statements for the Fiscal Quarter ended June 30, 2016, in each case, pursuant to Section 6.1(a) of the Subject Provisions Credit Agreement, as amended by this Second Amendment (the “Amended Credit Agreement”), together, in each case, with the corresponding Compliance Certificates pursuant to Section 6.1(c) of the Amended Credit Agreement and the related information pursuant to Section 6.1(f) of the Amended Credit Agreement on or before the respective deadlines set forth herein shall not extend beyond the last day in clause (B) of the Waiver Period and such waiver further proviso in Section 6.1(a) of the Amended Credit Agreement, shall be constitute (in each case) an immediate Event of no force or effect Default under the Credit Agreement without the need for any purpose after further notice by either Administrative Agent or the last day expiration of the Waiver Periodany additional grace periods.

Limited Waiver. The Lender Parties agree (a) Subject to a limited waiver the satisfaction of the following provisions conditions precedent set forth in Section 4 of this Amendment and subject to the terms, conditions and limitations set forth below, Agent and the Lenders hereby agree as of the Second Amendment Effective Date that the possible failure to comply with the representations and covenants of the Credit Agreement specifically mentioned in clauses (i) – (xi) below in this Section 3 solely with respect to the matters and in the instances specifically mentioned in such clauses (and, for the avoidance of doubt, not any other failures, matters or instances) (such failures, collectively, the “Subject ProvisionsDesignated Occurrences” and each, a “Designated Occurrence”), are hereby, solely to the extent expressly set forth below, waived (but, solely to the extent and that no subject to any limitations on the length of time of any such waiver set forth below): (i) any Default or Event of Default shall exist or arise thereunder: (i) any terms, conditions, representations or warranties related to clauses (b) and (d) under Section 8.03 of the definition of Borrowing Base Conditions, and Credit Agreement which occurred with respect to the parties agree that the COVID-19 1 Hersha Hospitality – 2019 Term Loan Amendment No. 1 NYDOCS03/1126277.6 pandemic and the general economic conditions resulting therefrom are not "material matters" under clause (e) failure of the definition representations and warranties in the last sentence of Borrowing Base ConditionsSection 4.30 of the Credit Agreement to be true and correct solely between the dates of January 8, 2019 and March 20, 2019 (such period, the “Minimum Bid Price Requirement Non-Compliance Period”), solely due to the failure to meet the Principal Market’s minimum bid price requirements during the Minimum Bid Price Requirement Non-Compliance Period; (ii) mandatory prepayments any Default or Event of Default under subsections 2.06(b)(i)(BSection 8.03 of the Credit Agreement which occurred with respect to the failure of the representations and warranties in the third and fourth sentences of Section 4.33(a) made by Endologix to be true and 2.06(b)(i)(C)correct between the dates of November 27, 2018 and the day immediately prior to the date hereof, in each case, solely due to the market withdrawal of Nellix EndoVascular Aneurysm Sealing System and the suspension of the CE xxxx related thereto, in each case, that occurred prior to February 24, 2019; (iii) any Default or Event of Default under Section 8.02(a)(i) of the covenants Credit Agreement which occurred with respect to the Loan Parties’ failure to comply with Section 7.01(b) of the Credit Agreement solely with respect to having at least $22,500,000 of Global Excess Liquidity as of (A) the end of the last Business Day of February 2019 and (B) each date that a Borrowing Base Certificate (Third Party Agent) was delivered to the Third Party Agent under Section 5.16(a)(i)(B) of the Credit Agreement between the dates of February 22, 2019 and the day immediately prior to the date hereof; (iv) any Default or Event of Default under (x) Section 8.02(c) of the Credit Agreement which occurred with respect to the Loan Parties’ failure to comply with Section 5.18 of the Credit Agreement prior to the date hereof, (y) Section 8.02(a)(ii) of the Credit Agreement which occurred with respect to the Loan Parties’ failure to comply with Section 5.3(a) of the Security Agreement prior to the date hereof, and (z) Section 8.03 of the Credit Agreement which occurred with respect to the failure of the representations and warranties in the first sentence of Section 4.45 of the Credit Agreement to be true and correct prior to the date hereof, in each cause of clause (x), clause (y) and clause (z), solely due to Endologix’s storage of up to a maximum aggregate amount of $125,000 in book value (which shall be determined in accordance with GAAP by Endologix and with using reasonable and justifiable calculations and estimations by Endologix) of computer servers as of the date hereof at the Flexential Colorado Corp.’s data center located at 0000 X. Xxxx Xxxxxxxx Xxxx, Xxxxx Xxx Xxxxx, XX 89081pursuant to that certain service order entered into by Endologix on September 5, 2018 (which, for the avoidance of doubt, (A) the Loan Parties represent, warrant, acknowledge and agree that such location, placement and storage of such computer servers at such location occurred prior to the date hereof and (B) the parties hereto hereby acknowledge and agree that the waiver in this clause (v) shall not apply to any other computer servers, property or assets that may be located, placed or stored at such location or any other location); (v) any Default or Event of Default under Section 8.02(a)(i) of the Credit Agreement which occurred due to Endologix’s and its Subsidiaries’ failure to comply with clause (i) of the first sentence of Section 5.04(a5.05(a) of the Credit Agreement solely by not timely filing Endologix’s annual report on a 10-K for the fiscal year ended December 31, 2018 so long as (Parent Guarantor Financial CovenantsA) a Form 12b-25 was adequately and timely filed in respect of such late 10-K filing and (B) such 10-K is filed with the SEC by no later than April 1, 2019, such that the 10-K shall be deemed to have been timely filed pursuant to Rule 12b-25 under the Exchange Act; (vi) any Default or Event of Default under 8.03 of the Credit Agreement which occurred with respect to the failure of the representations and warranties in Section 4.03(d) to be true and correct on or prior to the day immediately prior to the date hereof, so long as at each time that such representations and warranties were made on or prior to such day, none of the current directors (or equivalent persons) or current officers of Endologix and its Subsidiaries (A) had been convicted or had pled no contest (or agreed to a settlement or plea agreement related) to, or been subject to any order of any Governmental Authority relating to, any violations of any securities laws, rules or regulations, or (B) had been enjoined from engaging in any conduct relating to offers or sales of securities or service as an officer or director of a public company (the Loan Parties hereby representing and warranting that the foregoing was and is true, correct and complete at each such time); (vii) any Default or Event of Default under Section 8.02(a)(i) of the Credit Agreement which occurred due to the Loan Parties’ failure to comply with Section 5.05(b)(ii)(A) of the Credit Agreement solely with respect to the Loan Parties’ failure to provide written notice to Agent of any Designated Occurrence; (viii) any Default or Event of Default under Section 8.02(a)(i) of the Credit Agreement which occurred due to Endologix’s failure to comply with Section 5.15(a) of the Credit Agreement solely with respect to Endologix’s failure to provide written notice to Agent of any default or event of default under any of the Term Debt Documents caused by the “Designated Occurrences” (as defined in the Term Amendment (as defined below), the “Term Designated Occurrences”); (ix) any Default or Event of Default under (y) Section 8.02(a)(i) of the Credit Agreement which occurred due to the Loan Parties’ failure to comply with Section 5.02(b) and the first sentence of Section 5.04(b6.14 of the Credit Agreement, and (z) Section 8.03 of the Credit Agreement which occurred with respect to the failure of the representations and warranties in the first sentence and clause (Borrowing Base Financial Covenantsvi) of the second sentence of Section 4.24 of the Credit Agreement, the first sentence of Section 4.25 of the Credit Agreement, the first sentence and the second sentence of Section 4.26 of the Credit Agreement and Section 4.27 of the Credit Agreement made by the Loan Parties to be true and correct between the dates of January 1, 2018 and the day immediately prior to the date hereof, in each case of clause (y) and clause (z), solely with respect to six units of AFX Endovascular AAA System products (which the Loan Parties represent and warrant constitute “medical devices” under 15 CFR § 772.1) being sold into Cuba by Endologix’s Spanish distributor named DGM Vascular S.L. (which resulted in less than $30,000 of revenue to Endologix and its Subsidiaries in the aggregate for all fiscal periods) in the first two fiscal quarters of 2018 (with such products being implanted into patients in Cuba in the second fiscal quarter of 2018) without first obtaining a license from the Bureau of Industry and Security of the United States Department of Commerce in accordance with 15 CFR § 746.2(a), so long as the Loan Parties report such violation to the Office of Foreign Assets Control of the United States Department of the Treasury by no later than May 31, 2019 and the only penalty (if any) resulting from such violation is a monetary fine not in excess of $250,000; (x) any Default or Event of Default under Section 8.08(b), Section 8.13, Section 8.14 and Section 8.22(b) of the Credit Agreement relating solely to the Term Debt Documents (and not any other agreements, instruments or documents mentioned in such Section) caused directly and solely by any event of default under the Term Debt Documents resulting solely from the Term Designated Occurrences and the Designated Occurrences (and, for the avoidance of doubt, not any other event, circumstance, breach, violation, default or event of default); and (ivxi) the representations in each any Default or Event of Default under Section 4.01(g) (Financial Condition) and Section 4.01(s) (Force Majeure). Without limiting the generality 8.03 of the provisions of Section 9.01 Credit Agreement which occurred with respect to the failure of the 2019 Term Loan Agreement, the waiver set forth certification made by Endologix in this subsection clause (a) shall be limited precisely as written, and nothing herein shall be deemed of the last paragraph of each Borrowing Base Certificate (Third Party Agent) that was delivered to (athe Third Party Agent under Section 5.16(a)(i)(B) constitute a waiver of compliance by the Borrower or Credit Agreement during the Parent Guarantor Relevant Period solely with respect to the Designated Occurrences (i) the Subject Provisions other than during the Waiver Period or (ii) any other termand, provision or condition of the Loan Documents or any other instrument or agreement referred to in any of them, or (b) prejudice any right or remedy that any Lender may now have or may have in the future under or in connection with the 2019 Term Loan Agreement, the other Loan Documents or any other instrument or agreement referred to in any of them or under Applicable Laws. For for the avoidance of doubt, not any other noncompliance, breach, violation, Default or Event of Default under the Loan Documents) to be true and correct solely during the Relevant Period. (b) Notwithstanding anything to the contrary, the parties hereto agree that (i) nothing herein, nor any communications among any Loan Party, any of its Subsidiaries or Affiliates and/or any member of the Lender Group, shall be deemed a waiver with respect to (A) any Default or Event of Default, other than the Designated Occurrences, or (B) any future failure of any Loan Party or any of its Subsidiaries and Affiliates to comply fully and completely with any provision of any Loan Document, and (ii) in no event shall the foregoing waivers provided in Section 3(a) of this Amendment be deemed to be a waiver of the Subject Provisions set forth herein shall not extend beyond the last day enforcement of any of any member of the Waiver Period Lender Group’s rights or remedies under the Loan Documents, at law (including under the UCC), in equity, or otherwise including, without limitation, the right to declare all Obligations immediately due and such waiver shall be of no force or effect for any purpose after payable and/or to terminate the last day Commitments pursuant to Section 9.01 of the Waiver PeriodCredit Agreement, with respect to any Defaults or Events of Default (other than the Designated Occurrences) now existing or hereafter arising. Except as expressly provided herein, each member of the Lender Group hereby reserves and preserves all of its rights and remedies against each Loan Party and each of its Subsidiaries under the Loan Documents, at law (including under the UCC), in equity, or otherwise including, without limitation, the right to declare all Obligations immediately due and payable and/or to terminate the Commitments pursuant to Section 9.01 of the Credit Agreement.

Limited Waiver. The Lender Parties agree (A) Subject to a limited waiver the terms and conditions set forth in this Amendment and in reliance on the representations, warranties and covenants of the following provisions Credit Parties herein contained, from and after the Seventh Amendment Effective Date (collectivelyas defined in Section 3), the “Subject Provisions”), Agent and that no Default or Event of Default shall exist or arise thereunderthe Lenders hereby waive compliance with: (i) any terms, conditions, representations or warranties related to clauses (b) and (dSection 9.1(a) of the definition of Borrowing Base ConditionsCredit Agreement (Consolidated Net Worth) for the period from April 1, 2001 through and the parties agree that the COVID-19 1 Hersha Hospitality – 2019 Term Loan Amendment No. 1 NYDOCS03/1126277.6 pandemic and the general economic conditions resulting therefrom are not "material matters" under clause (e) of the definition of Borrowing Base Conditionsincluding April 18, 2002; (ii) mandatory prepayments under subsections 2.06(b)(i)(BSection 9.1(b) of the Credit Agreement (Consolidated Leverage Ratio) for the period from April 1, 2001 through and 2.06(b)(i)(C)including April 18, 2002; (iii) Section 9.1(c) of the covenants in each of Section 5.04(aCredit Agreement (Consolidated Fixed Charge Ratio) (Parent Guarantor Financial Covenants) for the period from April 1, 2001 through and Section 5.04(b) (Borrowing Base Financial Covenants)including April 18, 2002; and (iv) Section 9.1(d) of the representations in each Credit Agreement (Consolidated Interest Coverage Ratio) for the period from April 1, 2001 through and including April 18, 2002. provided, that upon the occurrence of any other Event of Default (including, without limitation, the failure of the Credit Parties to comply with the provisions of Section 4.01(g6 hereof) or at any time the Agent or the Lenders may hereafter become aware of any other Event of Default (Financial Conditionwhether heretofore or hereafter arising), the limited waiver set forth in Section 1(a) above shall be deemed null and Section 4.01(svoid as of the date hereof and of no further force and effect (as if such limited waiver had never been given effect), without any necessity of demand or notice to any Credit Party or other Person, and the Agent and the Lenders may thereafter in their sole and absolute discretion and notwithstanding any grace or cure periods or other provisions to the contrary in the Loan Documents, take any Enforcement Action and exercise any or all of their other rights, remedies and privileges under any one or more of the Loan Documents, any other instrument or agreement referred to therein, under applicable law or otherwise, with respect to any Designated Defaults or any other Event of Default. (b) (Force Majeure). Without limiting the generality of the provisions of Section 9.01 12.6 of the 2019 Term Loan Credit Agreement, the limited waiver set forth in this subsection (aSection 1(a) above shall be limited precisely as writtenwritten and shall relate solely to the non-compliance by the Borrower with the provisions of the Credit Agreement specifically set forth in clauses (i), (ii), (iii) and (iv) of Section 1(a) hereof for the periods specifically referenced therein and nothing herein in this Amendment shall be deemed to to: (ai) constitute a waiver of compliance by the Borrower or Agent and the Parent Guarantor Lenders with respect to Section 9.1(a), (ib), (c) and (d) of the Subject Provisions Credit Agreement in any other than during the Waiver Period instance or (ii) any other term, provision or condition of the Credit Agreement or the other Loan Documents or any other instrument Defaults or agreement referred to in any Events of them, or Default not constituting Designated Defaults; or (bii) prejudice any right or remedy that the Agent or any Lender may now have or may have in the future under or in connection with the 2019 Term Loan Credit Agreement, the other Loan Documents or Documents, any other instrument or agreement referred to in any of them therein or under Applicable Laws. For the avoidance of doubt, the waiver of the Subject Provisions set forth herein shall not extend beyond the last day of the Waiver Period and such waiver shall be of no force or effect for any purpose after the last day of the Waiver Periodapplicable law.

Limited Waiver. The Lender Parties agree (a) Subject to a limited waiver the terms and conditions set forth in this Amendment and in reliance on the representations, warranties and covenants of the following provisions Credit Parties herein contained, from and after the Third Amendment Effective Date through and until (collectivelybut not beyond) the Waiver Termination Date, the “Subject Provisions”), Agent and that no Default or Event of Default shall exist or arise thereunderthe Lenders hereby waive compliance with: (i) any termsthe mandatory payment of $1,093,000 due as of September 10, conditions, representations or warranties related 2002 pursuant to clauses (b) and (dSection 2.3(a)(iii) of the definition of Borrowing Base Conditions, and the parties agree that the COVID-19 1 Hersha Hospitality – 2019 Term Loan Amendment No. 1 NYDOCS03/1126277.6 pandemic and the general economic conditions resulting therefrom are not "material matters" under clause (e) of the definition of Borrowing Base ConditionsCredit Agreement; (ii) mandatory prepayments under subsections 2.06(b)(i)(BSection 9.1(a) of the Credit Agreement for the periods ending November 30, 2002, December 31, 2002, January 31, 2003, February 28, 2003, March 31, 2003 and 2.06(b)(i)(C)April 30, 2003; (iii) Section 9.1(b) of the covenants in each Credit Agreement for (x) the six months ended September 30, 2002, (y) the nine months ending December 31, 2002 and (z) the twelve months ending March 31, 2003; (iv) Section 9.6(g)(ii) of Section 5.04(athe Credit Agreement with respect to loans and advances made to The Whitney Group (Asia) Limited (Parent Guarantor Financial CovenantsHK) and Section 5.04(b) (Borrowing Base Financial Covenants)after January 2, 2003 through February 20, 2003; and (ivv) Section 10.1(e) of the Credit Agreement with respect to defaults as set forth on Schedule 1 attached hereto. The "Waiver Termination Date" shall be the earlier of (i) May 30, 2003, (ii) the representations in each occurrence of Section 4.01(g) any other Event of Default or at any time the Agent or the Lenders may hereafter become aware of any other Event of Default (Financial Conditionwhether heretofore or hereafter arising) and (iii) the exercise of any rights, remedies or privileges under any document relating to the Subordinated Debt or the Series G Convertible Preferred Stock or under applicable law by the holders of the Series G Convertible Preferred Stock or the holders of, or the trustee for the holders of, the Subordinated Debt. On and after the Waiver Termination Date (x) the limited waiver set forth in this Section 4.01(s1(a) shall automatically be deemed null and void as of the date hereof and of no further force and effect (Force Majeureas if such limited waiver had never been given effect). , without any necessity of demand or notice to any Credit Party or other Person, (y) the mandatory payment described in Section 1(a)(i), together with accrued interest thereon since September 10, 2002, shall be immediately due and payable in cash, and (z) the Agent and the Lenders may thereafter in their sole and absolute discretion and notwithstanding any grace or cure periods or other provisions to the contrary in the Loan Documents, take any action and exercise any or all of their other rights, remedies and privileges under any one or more of the Loan Documents, any other instrument or agreement referred to therein, under applicable law or otherwise, with respect to any Events of Defaults described in this Section 1 or any other Event of Default. (b) Without limiting the generality of the provisions of Section 9.01 12.6 of the 2019 Term Loan Credit Agreement, the limited waiver set forth in this subsection (aSection 1(a) hereof shall be limited precisely as written, written and shall relate solely to the non-compliance by the Borrower with the provisions of the Credit Agreement specifically set forth in clauses (i) through (v) of Section 1(a) hereof for the periods specifically referenced therein and nothing herein in this Amendment shall be deemed to to: (ai) constitute a waiver of compliance by the Borrower or Agent and the Parent Guarantor Lenders with respect to (iSections 2.3(a)(iii), 9.1(a), 9.1(b), 9.6(g)(ii) and 10.1(e) of the Subject Provisions Credit Agreement in any other than during the Waiver Period instance or (ii) any other term, provision or condition of the Credit Agreement or the other Loan Documents or any other instrument Defaults or agreement referred to in any Events of them, or Default; or (bii) prejudice any right or remedy that the Agent or any Lender may now have or may have in the future under or in connection with the 2019 Term Loan Credit Agreement, the other Loan Documents or Documents, any other instrument or agreement referred to in any of them therein or under Applicable Lawsapplicable law. For the avoidance of doubtExcept as expressly set forth herein, the waiver terms, provisions and conditions of the Subject Provisions set forth herein Credit Agreement and the other Loan Documents shall not extend beyond the last day of the Waiver Period remain in full force and such waiver shall be of no force or effect for any purpose after the last day of the Waiver Periodand in all other respects are hereby ratified and confirmed.

Limited Waiver. The Lender Parties agree A. Subject to a limited waiver the terms and conditions set forth herein and in reliance on the representations and warranties of the following provisions Borrower and the other Loan Parties herein contained, the Lenders party hereto hereby (i) waive compliance with each of the Sections of the Credit Agreement listed under the Known Defaults (as further described on Annex A hereto and incorporated by reference) to the extent, and only to the extent, necessary to waive compliance under the Credit Agreement with the described requirements thereof resulting from the Borrower’s failure to furnish audited financials for the fiscal year ended December 31, 2012 or from those events described in the Borrower’s 8-K filing on April 12, 2013, and (ii) waive (A) each of the Defaults and Events of Default under Article 7 the Credit Agreement listed under the Known Defaults (as further described on Annex A hereto and incorporated by reference) resulting from the failure to comply with such Sections under the Credit Agreement as described in clause (i) hereof and (B) the Event of Default under Section 7(a) arising from the failure of the Borrower to make the interest payment due on May 29, 2013 and where such interest payment was made on June 7, 2013 instead (collectively, the “Subject ProvisionsWaiver”), and that no Default or Event of Default shall exist or arise thereunder:. (i) any terms, conditions, representations or warranties related to clauses (b) and (d) of the definition of Borrowing Base Conditions, and the parties agree that the COVID-19 1 Hersha Hospitality – 2019 Term Loan Amendment No. 1 NYDOCS03/1126277.6 pandemic and the general economic conditions resulting therefrom are not "material matters" under clause (e) of the definition of Borrowing Base Conditions; (ii) mandatory prepayments under subsections 2.06(b)(i)(B) and 2.06(b)(i)(C); (iii) the covenants in each of Section 5.04(a) (Parent Guarantor Financial Covenants) and Section 5.04(b) (Borrowing Base Financial Covenants); and (iv) the representations in each of Section 4.01(g) (Financial Condition) and Section 4.01(s) (Force Majeure). B. Without limiting the generality of the provisions of Section 9.01 9.1 of the 2019 Term Loan Credit Agreement, the waiver set forth in this subsection (a) Waiver shall be limited precisely as writtenwritten and relates solely to the noncompliance by the Borrower prior to the Second Amendment Effective Date with the provisions of the Credit Agreement listed under the Known Defaults and the waiver of the Defaults and the Event of Defaults in the manner and to the extent described above, and nothing herein in this Waiver shall be deemed to to: (ai) constitute a waiver of (A) compliance by the Borrower or the Parent Guarantor any other Loan Party with respect to (i1) any such Sections of the Subject Provisions Credit Agreement in any other than during instance except as listed and specifically described under the Waiver Period Known Defaults, or (ii2) any other term, provision or condition of the Loan Documents Credit Agreement or any other instrument or agreement referred to therein and (B) any other Defaults or Events of Default that have occurred or may occur in any of them, or other instance; or (bii) prejudice any right or remedy that the Administrative or any Lender may now have (except to the extent such right or remedy was based upon existing defaults that will not exist after giving effect to this Waiver) or may have in the future under or in connection with the 2019 Term Loan Agreement, the other Loan Documents Credit Agreement or any other instrument or agreement referred to therein. C. Except as expressly set forth in any of them or under Applicable Laws. For the avoidance of doubtWaiver, the waiver terms, provisions and conditions of the Subject Provisions set forth herein Credit Agreement and the other Loan Documents shall not extend beyond the last day of the Waiver Period remain in full force and such waiver shall be of no force or effect for any purpose after the last day of the Waiver Periodand in all other respects are hereby ratified and confirmed.

Limited Waiver. The Lender Parties agree to a limited waiver Each of the following provisions (collectively, Borrowers hereby acknowledges and agrees that the “Subject Provisions”), and that no Default or Existing Event of Default shall continues to exist or arise thereunder: as of the date hereof. At the request of and as an accommodation to Borrowers and subject to the terms and conditions set forth herein, Agent and Lenders hereby (i) any terms, conditions, representations or warranties related to clauses (b) waive the Existing Event of Default and (d) of the definition of Borrowing Base Conditions, and the parties agree that the COVID-19 1 Hersha Hospitality – 2019 Term Loan Amendment No. 1 NYDOCS03/1126277.6 pandemic and the general economic conditions resulting therefrom are not "material matters" under clause (e) of the definition of Borrowing Base Conditions; (ii) mandatory prepayments under subsections 2.06(b)(i)(Bwaive compliance with and agree that compliance shall not be required with respect to Section 6.2 (Minimum Adjusted EBITDA) solely for the measurement periods from (1) April 1, 2017 to March 31, 2018 and 2.06(b)(i)(C); (iii2) the covenants in each of Section 5.04(a) (Parent Guarantor Financial Covenants) and Section 5.04(b) (Borrowing Base Financial Covenants); and (iv) the representations in each of Section 4.01(g) (Financial Condition) and Section 4.01(s) (Force Majeure). Without limiting the generality July 1, 2017 to June 30, 2018, but such financial covenant shall still be tested as of the provisions end of Section 9.01 of the 2019 Term Loan Agreement, the each such measurement period. The limited waiver set forth in this subsection (a) Section 4 is effective solely for the purposes set forth herein and shall be limited precisely as written, written and nothing herein shall not be deemed to (a) constitute except as expressly provided herein, be a consent to any amendment, waiver or modification of compliance by the Borrower or the Parent Guarantor with respect to (i) the Subject Provisions other than during the Waiver Period or (ii) any other term, provision term or condition of the Loan Documents Credit Agreement or of any other instrument or agreement referred to in any of them, or Financing Document; (b) prejudice any right that Agent or remedy that any Lender may now the Lenders have or may have in the future under or in connection with the 2019 Term Loan Agreement, the other Loan Documents Credit Agreement or any other instrument Financing Document, including, without limitation, the rights of the Agent under Section 2.1(b)(i) of the Credit Agreement; (c) waive any other Event of Default that may exist as of the date hereof; (d) waive compliance with Section 6.2 of the Credit Agreement for any period other than with respect to the measurement periods from (1) January 1, 2017 to December 31, 2017, (2) April 1, 2017 to March 31, 2018 and (3) July 1, 2017 to June 30, 2018; or agreement referred to in (e) establish a custom or course of dealing among any of them the Credit Parties, on the one hand, or under Applicable Laws. For Agent or any Lender, on the avoidance of doubt, the waiver of the Subject Provisions set forth herein shall not extend beyond the last day of the Waiver Period and such waiver shall be of no force or effect for any purpose after the last day of the Waiver Periodother hand.