Common use of Limited Waivers Clause in Contracts

Limited Waivers. At the request of the Borrowers and the Guarantors the Administrative Agent and the Lenders hereby waive on a temporary basis, expiring on the Termination Date, the following Specified Events of Defaults: (a) Any failure by the Borrowers to comply with Section 6.03(a) of the Credit Agreement requiring the Borrowers to provide prompt notice of the occurrence of any Default in regards to the Specified Events of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived). (b) Any failure by the Borrowers to comply with Section 6.03(b) of the Credit Agreement requiring the Borrowers to provide prompt notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal of the Cenovus Services Agreement and the Xxxxxx Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of the events set forth on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g) of the Credit Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any Default or Event of Default arising therefrom is waived. The Temporary Waiver in this Section 4 is effective only in respect of those Specified Events of Default, and except as expressly set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on the part of the Administrative Agent, or any Lender 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 or any Lender under this Agreement, 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 under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the Borrowers.

Limited Waivers. At the request of the Borrowers and the Guarantors the Administrative Agent and the Lenders hereby waive on a temporary basis, expiring on the Termination Date, the following Specified Events of Defaults: (a) Any failure Subject to the terms of this Limited Waiver, including, without limitation, compliance by the Borrowers Borrower with each of the terms of Section 3 below, the Required Lenders hereby (i) agree to comply the Requested Waiver and waive compliance by the Credit Parties with Section 6.03(a5.1(c) of the Credit Agreement requiring the Borrowers to provide prompt notice of the occurrence of any Default in regards to the Specified Events of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived). (b) Any failure by the Borrowers to comply with Section 6.03(b5.2(b) of the Credit Agreement requiring for the Borrowers fiscal quarters ending on June 30, 2013 and September 30, 2013 only. This Limited Waiver (a) is limited and does not relate to provide prompt notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal any other covenant or provision of the Cenovus Services Credit Agreement and the Xxxxxx Services Agreementor any other Credit Document, and (ii) any occurrence during period other than the Temporary Waiver Period fiscal quarters ending on June 30, 2013 and September 30, 2013, and (b) shall automatically terminate and be of the events set forth on Schedule II hereto (and any existing breach of a representation no further force or warranty related to effect if (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g) of the Credit Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and there exists any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any other Default or Event of Default arising therefrom is waived. The Temporary Waiver or (ii) the Borrower fails to comply with any of the terms of Section 3 below. (b) Subject to the terms of this Limited Waiver, including, without limitation, compliance by the Borrower with each of the terms of Section 3 below, the Required Lenders hereby agree that the Company’s restatement of its financial statements for the Restatement Periods (as well as for any additional prior periods in this Section 4 is effective only in respect the event additional periods are restated, but not for any period later than March 31, 2013) shall not constitute a Default or an Event of those Specified Events Default under Article VII or any other provision of Defaultthe Credit Agreement provided that within one Business Day after the public release or filing of such restated financial statements Borrower (x) delivers to the Administrative Agent a corrected compliance certificate for each such period, (y) re-determines the Applicable Percentage for the Revolving Loans and Term Loans for such periods based upon the corrected compliance certificate, and except as expressly set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on (z) immediately pays to the part Administrative Agent for the ratable benefit of the Administrative AgentLenders in immediately available Dollars, the aggregate amount of any additional interest and other fees that would have accrued if each of the financial statements delivered that included any portion of the Restatement Period (or any Lender in exercising period prior to the Restatement Period with respect to which the financial statements have been restated) been correct when initially delivered. This Limited Waiver (a) is limited and does not relate to (i) any power other covenant or right under provision of the Credit Agreement or any other Loan Document Credit Document, and (ii) any period other than the Restatement Periods (and any period prior to the Restatement Period with respect to which the financial statements have been restated), and (b) shall operate as a waiver thereof, nor shall any single automatically terminate and be of no further force or partial exercise of any such power or right preclude effect if (i) there exists any other Default or further exercise thereof Event of Default or (ii) the exercise Borrower fails to comply with any of the terms of Section 3 below. (c) Subject to the terms of this Limited Waiver, including, without limitation, compliance by the Borrower with each of the terms of Section 3 below, the Required Lenders hereby agree to waive the requirement in the calculation of the Fixed Charge Coverage Ratio to reduce EBITDA by Restricted Payments made during the period commencing April 1, 2013 and ending on the date hereof (the “RP Waiver Period”), but only to the extent that the aggregate amount of such Restricted Payments made during the RP Waiver Period do not exceed $40,000,000 (such two-fiscal quarter limited waiver of the reduction of EBITDA by Restricted Payments, the “Limited RP Exception”). Notwithstanding anything in Credit Agreement to the contrary, the Limited RP Exception will apply to any calculation made during the term of the Credit Agreement that includes all or any portion of the RP Waiver Period. This Limited Waiver (a) is limited and does not relate to (i) any other power covenant or right. No waiver or approval by the Administrative Agent or any Lender under this Agreement, provision of the Credit Agreement or any other Loan Document shallCredit Document, except as may and (ii) any period other than the RP Waiver Period, and (b) shall automatically terminate and be otherwise stated in such waiver of no further force or approval, be applicable to effect if (i) there exists any subsequent transaction or any other Default or Event of Default under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, Borrower fails to comply with any of the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the Borrowersterms of Section 3 below.

Limited Waivers. At the request of the Borrowers and the Guarantors the Administrative Agent and the Lenders Borrower hereby requests that Required Banks waive on a temporary basis, expiring on the Termination Date, the following Specified Events of Defaults: (a) Any failure by Borrower’s violation of the Borrowers to comply with maximum Capital Expenditures covenant set forth in Section 6.03(a) 10.3 of the Credit Agreement requiring the Borrowers to provide prompt notice of the occurrence of any Default in regards (as such Section existed prior to the Specified Events of DefaultEffective Date) for the Fiscal Quarter ending on March 31, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related 2010 but only to the Specified Events of Default is hereby similarly waivedextent that the aggregate Capital Expenditures for all Credit Parties made during such Fiscal Quarter were less than $15,000,000 (the “3/31/10 Capital Expenditures Default”). , and (b) Any failure by the Borrowers to comply with Section 6.03(b) of the Credit Agreement requiring the Borrowers to provide prompt notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal of the Cenovus Services Agreement and the Xxxxxx Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of the events set forth on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g) of the Credit Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any other Default or Event of Default existing prior to the Effective Date and arising therefrom is waivedsolely as a result of Borrower’s failure to notify Administrative Agent and Banks of the 3/31/10 Capital Expenditures Default or Borrower’s misrepresentations in certain Requests for Borrowing delivered prior to the Effective Date that the 3/31/10 Capital Expenditures Default was not in existence (collectively with the 3/31/10 Capital Expenditures Default, the “Specified Defaults”). In reliance on the representations, warranties, covenants and agreements contained in the Credit Agreement and this Third Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, Required Banks hereby waive the Specified Defaults. The Temporary Waiver limited waiver of the 3/31/10 Capital Expenditures Default contained in this Section 4 2 is effective only in respect limited solely to Section 10.3 of those Specified Events the Credit Agreement (as such Section existed prior to the Effective Date) and applies solely to the calculation of Defaultsuch financial covenant for the Fiscal Quarter ending on March 31, 2010, and except as expressly only to the extent that the aggregate Capital Expenditures for all Credit Parties during such Fiscal Quarter were less than $15,000,000. The limited waivers set forth in this AgreementSection 2 are limited, no other one-time waivers, amendments and nothing contained herein shall obligate Banks to grant any additional or modifications are intended or made by this Agreement. No failure or delay on the part of the Administrative Agentfuture waiver with respect to, or in connection with, any Lender in exercising any power or right under provisions of 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 or any Lender under this Agreement, 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 under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the BorrowersPaper.

Limited Waivers. At 1. The Borrowers, on behalf of their respective Funds, have informed the request Bank that the investment advisory agreements, with the Investment Adviser with respect to each respective Fund, which were in effect as of the date of the Loan Agreement, terminated on October 8, 2013 and that, pursuant to approval by the Borrowers’ Boards of Trustees, interim investment advisory agreements with the Investment Advisor went into effect on October 8, 2013 with respect to each Fund. Following shareholder approval of new investment advisory agreements, the Borrowers entered into new investment advisory agreements with the Investment Adviser with respect to each Fund effective on February 27, 2014 (for Xxxxxx Short Duration Income Fund, March 7, 2014) (a form of which is included in the definitive proxy statement filed by the Xxxxxx Funds with the United States Securities and Exchange Commission on December 20, 2013, the “Proxy”). Pursuant to Section II(3)(i) of the Loan Agreement, an Event of Default will occur under the Loan Agreement if any investment advisory agreement which is in effect for such Fund as of the date of the Loan Agreement terminates without the prior written consent of the Bank. Therefore, the Borrowers have requested that the Bank waive, and the Guarantors Bank does hereby so waive, Section II(3)(i) of the Administrative Agent Loan Agreement relating to the termination of the investment advisory agreement between each Fund and the Lenders hereby waive on Investment Adviser as set forth in the Proxy. Such waiver is limited to the events described herein and shall not constitute a temporary basiswaiver of any other covenant or term contained in the Loan Agreement or its related documents, expiring on the Termination Dateand shall not be deemed to be a continuing consent under, the following Specified Events of Defaults: (aor waiver of, Section II(3)(i) Any failure in connection with any other actions taken by the Borrowers or Funds. 2. Xxxxxx Asset Allocation Funds, on behalf of its Xxxxxx Dynamic Asset Allocation Conservative Fund series (the “Dynamic Fund”), has informed the Bank that, pursuant to comply shareholder approval, on March 18, 2014 the Dynamic Fund amended its fundamental investment restriction with respect to investments in commodities to allow flexibility to invest in physical commodities. Additionally, Xxxxxx Funds Trust, on behalf of its Xxxxxx Global Consumer Fund and Xxxxxx Global Financials Fund series (the “Global Funds”), has informed the Bank that, pursuant to shareholder approval, on March 25, 2014 the Global Funds each changed their respective sub-classification from a “diversified” to a “non-diversified” fund for purposes of Section 6.03(a5(b)(1) of the Credit Agreement requiring the Borrowers Investment Company Act of 1940. Pursuant to provide prompt notice of the occurrence of any Default in regards to the Specified Events of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived). (b) Any failure by the Borrowers to comply with Section 6.03(bII(1)(d)(ix) of the Credit Agreement requiring Loan Agreement, each Borrower has covenanted and agreed for itself and on behalf of each of its Funds (but not as to any other Borrower or Funds) not to permit any change in the Borrowers to provide prompt notice upon investment objectives or in the occurrence fundamental investment restrictions of such Borrower or Fund as described in its Prospectus, in any matter such case without the prior written consent of the Bank. Therefore, Xxxxxx Asset Allocation Funds and Xxxxxx Funds Trust have requested that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar asthe Bank waive, and only insofar asthe Bank does hereby so waive, such failure to provide notice (i) related to the non-renewal of the Cenovus Services Agreement and the Xxxxxx Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of the events set forth on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(gII(1)(d)(ix) of the Credit Loan Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and any related breach of a representation or warranty is hereby similarly waived), and relating to the extent any forecasting by change of fundamental investment restrictions as to the Loan Parties during Dynamic Fund and the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvencyGlobal Funds, any Default or Event of Default arising therefrom is waivedrespectively. The Temporary Waiver in this Section 4 is effective only in respect of those Specified Events of Default, and except as expressly set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on the part of the Administrative Agent, or any Lender 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 or any Lender under this Agreement, the Credit Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable Bank hereby also agrees to any subsequent transaction or waive any Default or Event of Default under any Section II(3)(b) and Section II(2)(l) of the Loan DocumentAgreement resulting solely from such change in the fundamental investment restrictions of the Dynamic Fund and the Global Funds. Notwithstanding any language herein Such waiver is limited to the contraryevents described herein and shall not constitute a waiver of any other covenant or term contained in the Loan Agreement or its related documents, nothing herein is intended and shall not be deemed to nor shall waive (temporary be a continuing consent under, or otherwisewaiver of, Section II(1)(d)(ix), Section II(3)(b) or otherwise release Section II(2)(l) in connection with any other actions taken by the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the BorrowersFunds.

Limited Waivers. At the request of the Borrowers and the Guarantors the Administrative Agent and the Lenders hereby waive on a temporary basis, expiring on the Termination Date, the following Specified Events of Defaults: (a) Any failure Subject to the terms of this Limited Waiver, including, without limitation, compliance by the Borrowers Borrower with each of the terms of Section 3 below, the Required Lenders hereby (i) agree to comply the Requested Waiver and waive compliance by the Credit Parties with Section 6.03(a5.1(c) of the Credit Agreement requiring the Borrowers to provide prompt notice of the occurrence of any Default in regards to the Specified Events of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived). (b) Any failure by the Borrowers to comply with Section 6.03(b5.2(b) of the Credit Agreement requiring for the Borrowers fiscal quarters ending on June 30, 2014 and September 30, 2014 only. This Limited Waiver (a) is limited and does not relate to provide prompt notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal any other covenant or provision of the Cenovus Services Credit Agreement and the Xxxxxx Services Agreementor any other Credit Document, and (ii) any occurrence during period other than the Temporary Waiver Period fiscal quarters ending on June 30, 2014 and September 30, 2014, and (b) shall automatically terminate and be of the events set forth on Schedule II hereto (and any existing breach of a representation no further force or warranty related to effect if (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g) of the Credit Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and there exists any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any other Default or Event of Default arising therefrom is waived. The Temporary Waiver in or (ii) the Borrower fails to comply with any of the terms of Section 3 below. (b) Subject to the terms of this Limited Waiver, including, without limitation, compliance by the Borrower with each of the terms of Section 4 is effective only in respect 3 below, the Required Lenders hereby agree that any restatement by the Company of those Specified Events its financial statements for any Restatement Period shall not constitute a Default or an Event of DefaultDefault under Article VII or any other provision of the Credit Agreement provided that within one Business Day after the public release or filing of such restated financial statements Borrower (x) delivers to the Administrative Agent a corrected compliance certificate for each such period, (y) re-determines the Applicable Percentage for the Revolving Loans and Term Loans for such periods based upon the corrected compliance certificate, and except as expressly set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on (z) immediately pays to the part Administrative Agent for the ratable benefit of the Administrative AgentLenders in immediately available Dollars, the aggregate amount of any additional interest and other fees that would have accrued if each of the financial statements delivered that included any portion of such Restatement Period had been correct when initially delivered. This Limited Waiver (a) is limited and does not relate to (i) any other covenant or any Lender in exercising any power or right under provision of the Credit Agreement or any other Loan Document Credit Document, and (ii) any period other than a Restatement Period, and (b) shall operate as a waiver thereof, nor shall any single automatically terminate and be of no further force or partial exercise of any such power or right preclude effect if (i) there exists any other or further exercise thereof or the exercise of any other power or right. No waiver or approval by the Administrative Agent or any Lender under this Agreement, 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 under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, Borrower fails to comply with any of the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the Borrowersterms of Section 3 below.

Limited Waivers. At Pursuant to the request of the Borrowers Loan Parties and subject to the limitations set forth in Section 6 hereof and the Guarantors satisfaction of the Administrative Agent conditions precedent set forth in Section 7 hereof and in reliance on the representations and warranties set forth in Section 8 hereof and otherwise herein, notwithstanding anything to the contrary in the Credit Agreement or any Other Document, the foregoing are hereby waived by the Lenders hereby waive on a temporary basis, expiring on (the Termination Dateforegoing limited waivers set forth in this Section 5, the following “Specified Events of Defaults:Waivers”): (ai) Any failure by the Borrowers to comply with any Defaults under Section 6.03(a6.5(e) of the Credit Agreement requiring the Borrowers to provide prompt notice of the occurrence of any Default in regards to the Specified Events of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived). (bunder Section 10.5(a) Any of the Credit Agreement, in each case, arising from the failure by of the Borrowers Loan Parties to comply with Section 6.03(b6.5(e) of the Credit Agreement requiring for each three (3) consecutive Business Day period commencing with the Borrowers to provide prompt notice upon three (3) Business Day period ended July 30, 2024 and ending with the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived three (and any related existing breach of a representation or warranty is hereby similarly waived3) insofar as, and only insofar as, such failure to provide notice (i) related Business Day period ended on the Business Day immediately prior to the non-renewal of Sixteenth Amendment Effective Date (the Cenovus Services Agreement and the Xxxxxx Services Agreement, and “Specified Periods”); (ii) any occurrence during the Temporary Waiver Period Defaults under Section 6(y) of the events set forth on Schedule II hereto (and any existing breach of a representation Fifteenth Amendment or warranty related to (i) and (ii) above). (c) Any Event Events of Default pursuant to under Section 8.01(g10.5(a) of the Credit Agreement resulting Agreement, in each case, arising from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and any related breach failure of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during to comply with the Temporary Waiver Period evidences requirements of Section 6(y) of the Borrowers’ inability Fifteenth Amendment to pay debts as they come due and owing enter into an amendment to the Credit Agreement on or insolvencybefore July 31, 2024; (iii) any Defaults arising under the Credit Agreement or Events of Default or under Section 10.11 of the Credit Agreement, in each case, resulting from an “Event of Default Default” arising therefrom under (and as such term is waived. The Temporary Waiver in this Section 4 is effective only in respect of those Specified Events of Default, and except defined in) the Term Loan Agreement as expressly set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on the part a result of the Administrative Agent, or failure to comply with Section 6.5(d) of the Term Loan Agreement for the Specified Periods; (iv) any Lender in exercising any power or right requirement under the Credit Agreement or any other Loan Other Document shall operate as a waiver thereof, nor shall (and any single Defaults or partial exercise Events 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 or any Lender Default occurring under this Agreement, the Credit Agreement or any Other Document as the result of noncompliance with any such requirement) that any Loan Party or the Chief Financial Officer, Treasurer, Controller or other officer of any Loan Document shall, except as may be otherwise stated in such waiver Party make any certification or approval, be applicable representation with respect to any subsequent transaction of the foregoing (including pursuant to a Compliance Certificate); and (v) any Defaults under Section 9.5(a) of the Credit Agreement) or any Default or Event Events of Default under any Loan Document. Notwithstanding any language herein to Section 10.5(b) of the contraryCredit Agreement, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarlyin each case, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting arising from the Specified failure of the Loan Parties to provide notice of any of the foregoing Defaults or Events of Default which would otherwise apply, is hereby waived for to the Specified Events of Default for Agent and/or the duration Lenders (including pursuant to Section 9.5(a) of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required LendersCredit Agreement), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the Borrowers.

Limited Waivers. At Subject to the request terms and conditions contained herein, the Lender hereby waives the Borrowers' obligation to comply with (i) the covenant contained in Section 6.16(a) (Minimum EBITDA) thereof solely for the period ended December 31, 2005 and (ii) the financial reporting covenant contained in Schedule 5.3(e) to the Credit Agreement (Parent's Projections) thereof solely for the period ended December 31, 2005 (the "Projections Waiver"). The Borrowers hereby agree to deliver to the Lender the Parent's Projections in accord with Schedule 5.3(e) to the Credit Agreement on or prior to January 16, 2006. If the Borrowers fail to deliver to the Lender such Parent's Projections on or prior to January 16, 2006, then the Lender may pursue any and all remedies available to it under the Credit Agreement in connection with occurrence and continuance of the Event of Default arising under the Credit Agreement from the failure of the Borrowers to deliver to the Lender the Parent's Projections. The Borrowers and the Guarantors Lender hereby agree that concurrent with delivery of the Administrative Agent and the Lenders hereby waive on a temporary basis, expiring on the Termination DateParent's Projections, the following Specified Events of Defaults: (a) Any failure by the Borrowers to comply with Minimum EBITDA covenant contained in Section 6.03(a6.16(a)(i) of the Credit Agreement requiring the Borrowers shall be amended to provide prompt notice of the occurrence of any Default in regards such amounts as agreed to the Specified Events of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived). (b) Any failure by the Borrowers and the Lender utilizing the Parent's Projections. In the event that the Borrowers and Lender fail to comply with agree on such amended amounts for the Minimum EBITDA covenant, then the Minimum EBITDA covenant shall remain the same amounts as provided in Section 6.03(b6.16(a)(i) of the Credit Agreement requiring for the three-month period ending March 31, 2006, and for each calendar quarter thereafter. The Borrowers further agree that during the period commencing on the date hereof and continuing until the Minimum EBITDA covenant is conclusively determined in accordance with the terms hereof, the Borrowers shall maintain, during such period, an amount of Qualified Cash (as defined in the Credit Agreement) in an amount equal to provide prompt notice upon not less than $4,000,000 (the occurrence "Qualified Cash Covenant"). If the Borrowers fail to maintain the Qualified Cash Covenant in accordance with the terms of this Limited Waiver, then the Lender may pursue any matter that has resulted or could reasonably be expected and all remedies available to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal of the Cenovus Services Agreement and the Xxxxxx Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of the events set forth on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g) of it under the Credit Agreement resulting from in connection with occurrence and continuance of the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any Default or Event of Default arising therefrom is waived. The Temporary Waiver in this Section 4 is effective only in respect of those Specified Events of Default, and except as expressly set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on the part of the Administrative Agent, or any Lender 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 modified by this Limited Waiver) from the failure 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 or any Lender under this Agreement, 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 under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to maintain the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the BorrowersQualified Cash Covenant.

Limited Waivers. At the request of the Borrowers and the Guarantors the (a) Administrative Agent and the Lenders hereby waive on a temporary basis, expiring on the Termination Date, the following Specified Events of Defaults: (a) Any failure by the Borrowers to comply with Section 6.03(a) of the Credit Agreement requiring the Borrowers to provide prompt notice of the occurrence of any Default in regards to the Specified Events of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived). (b) Any failure by the Borrowers to comply with Section 6.03(b) of the Credit Agreement requiring the Borrowers to provide prompt notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal of the Cenovus Services Agreement and the Xxxxxx Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of the events set forth on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g) of the Credit Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any Default or Event of Default arising therefrom is waived. The Temporary Waiver in this which may arise under Section 4 is effective only in respect 8(e)(iii) of those Specified the Credit Agreement prior to or on July 31, 2016 solely as a result of the Senior Notes Financial Deliveries Default (such Defaults or Events of Default, and except the “Senior Notes Cross Default”); provided, however, that no Event of Default under Section 8(e)(iii) as expressly set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on the part a result of the Administrative AgentIndebtedness under the Senior Notes becoming due prior to its stated maturity, by acceleration or otherwise (a “Senior Notes Cross Acceleration Event”), is hereby waived, regardless of whether such Senior Notes Cross Acceleration Event occurs as a result of the Senior Notes Cross Default or otherwise. This is a limited waiver and shall not be deemed to constitute a waiver of any Default or Event of Default (other than the Senior Notes Cross Default) or any Lender in exercising prior, current or future breach of the Credit Agreement or any power of the other Loan Documents or right under any other requirements of any provision of the Credit Agreement or any other Loan Document Documents; provided further, that nothing herein shall operate constitute a waiver of any Default or Event of Default which may arise under Section 8(e)(iii) of the Credit Agreement after July 31, 2016 as a result of the Senior Notes Financial Deliveries Default. For the avoidance of doubt, other than in respect of a Senior Notes Cross Acceleration Event, it is understood and agreed that no Senior Notes Cross Default shall exist at any time as a result of the Senior Notes Financial Deliveries Default if, prior to or on July 31, 2016, the Borrower delivers to the trustee under the Senior Notes Indenture (i) all financial information (including audited financial statements and a report on the annual financial statements by the Borrower’s independent registered public accounting firm) that would be contained in an annual report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2015 as was required pursuant to Section 3.10(a)(1) of the Senior Notes Indenture and (ii) all financial information that would be required to be contained in a quarterly report on Form 10-Q with the SEC for the fiscal quarter ending March 31, 2016 as was required pursuant to Section 3.10(a)(2) of the Senior Notes Indenture. (b) The Administrative Agent and the Lenders hereby waive through 11:59 pm (prevailing New York time) on July 31, 2016 (the “Extended Financial Delivery Time”) any Default or Event of Default which has arisen or may arise under Section 8(d) of the Credit Agreement on or prior to July 31, 2016 solely as a result of Borrower’s failure to deliver (i) audited annual financial statements and related reports and certificates for the year ended December 31, 2015 pursuant to Section 6.1(a), 6.1(c) and 6.2(a) of the Credit Agreement (collectively, the “Specified FY2015 Deliverables”) and (ii) quarterly financial statements and related reports and certificates (the “Specified Q1 Deliverables” and together with the Specified FY2015 Deliverables, the “Specified Deliverables”) for the quarter ended March 31, 2016 pursuant to Section 6.1(b), 6.1(c) and 6.2(a) of the Credit Agreement (collectively, the “Credit Agreement Financial Delivery Default” and together with the Senior Notes Cross Default, the “Specified Defaults”) and, in the event the Specified Deliverables are delivered on or prior to the Extended Financial Delivery Time, no Default or Event of Default shall exist or result from the Credit Agreement Financial Delivery Default. This is a limited waiver thereof, nor and shall any single or partial exercise not be deemed to constitute a waiver of any such power Default or right preclude Event of Default (other than the Specified Defaults) or any prior, current or future breach of the Credit Agreement or any of the other Loan Documents or any other or further exercise thereof or the exercise requirements of any other power or right. No waiver or approval by the Administrative Agent or any Lender under this Agreement, provision of the Credit Agreement or any other Loan Document shallDocuments; provided further, except as may that nothing herein shall constitute a waiver of the Credit Agreement Financial Delivery Default to the extent the Specified Deliverables are not furnished to the Administrative Agent (for further distribution to the Lenders) prior to the Extended Financial Delivery Time. For the avoidance of doubt, it is understood and agreed that, notwithstanding anything contained to the contrary in Section 8(d) of the Credit Agreement or in this Amendment, there shall be otherwise stated in such waiver or approval, be applicable to any subsequent transaction or any Default or an immediate Event of Default under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from if the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, Deliverables are not delivered to the Administrative Agent elects in its sole discretion (or is otherwise directed by prior to the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the BorrowersExtended Financial Delivery Time.

Limited Waivers. At The Loan Party Obligors have requested that the request Lender provide the following limited waivers (the “Limited Waivers”) and amend the Agreement to reflect the same, and the Lender has agreed to provide such Limited Waivers and amend the Agreement to reflect the same, but only on the terms and conditions set forth herein: a. The Loan Party Obligors warrant and represent to the Lender that the Borrower has breached Section 5.15(d) of the Borrowers and Agreement (Quarterly Financial Statements) for the Guarantors fiscal quarter ending December 31, 2017 (the Administrative Agent and “Stated Event of Default”). Upon the Lenders hereby waive on a temporary basis, expiring on the Termination Dateeffectiveness of this First Amendment, the following Specified Events Lender hereby waives the Stated Event of Defaults: (a) Any Default provided that such Quarterly Financial Statement for fiscal quarter ending December 31, 2017 is delivered to the Lender by no later than May 31, 2018. The waiver of the Stated Event of Default is a one-time waiver only, which relates solely with the Borrower’s failure by the Borrowers to comply with Section 6.03(a5.15(d) of for the Credit Agreement requiring fiscal quarter ending December 31, 2017 and shall not be deemed to constitute an agreement by the Borrowers Lender to provide prompt notice of the occurrence of waive any Default in regards to the Specified future Events of Default. Further, which events nothing contained herein shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related be deemed to the Specified Events of Default is hereby similarly waived). (b) Any failure by the Borrowers to comply with Section 6.03(b) of the Credit Agreement requiring the Borrowers to provide prompt notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal of the Cenovus Services Agreement and the Xxxxxx Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of the events set forth on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g) of the Credit Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any Default or Event of Default arising therefrom is waived. The Temporary Waiver in this Section 4 is effective only in respect of those Specified Events of Default, and except as expressly set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on the part of the Administrative Agent, or any Lender in exercising any power or right under the Credit Agreement or any other Loan Document shall operate as constitute 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 or any Lender under this Agreement, 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 under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration may exist as of the Temporary Waiver Perioddate hereof. b. Pursuant to Section 5.23 of the Agreement, unless (i) a Default or Event of Default among other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Datethings, the Administrative Agent elects in its sole discretion Parent is prohibited from utilizing (directly or indirectly) proceeds of the Revolving Loans to finance acquisitions. Notwithstanding the foregoing, the Loan Party Obligors have requested that the Lender waive the provisions of Section 5.23 that prohibit the Parent from using proceeds of the Revolving Loan to finance a portion of the Aves Acquisition. Upon the effectiveness of this First Amendment, the Lender hereby waives the provisions of Section 5.23, retroactive to March 5, 2018, that prohibit the Parent from using proceeds of the Revolving Loan to finance a portion of the Aves Acquisition. The waiver of the foregoing provisions of Section 5.23 is a one-time waiver only, which relates solely to the Aves Acquisition and shall not be deemed to constitute an agreement by the Lender to waive the provisions of Section 5.23 (or any other provision of the Agreement) in the future. c. Pursuant to Section 5.27(i) of the Agreement, the Loan Party Obligors are prohibited from paying or declaring any dividends or distributions on any Loan Party’s stock or other equity interest except for Permitted Dividends. The First Amendment Distribution is otherwise directed not a Permitted Dividend. Notwithstanding the foregoing, the Loan Party Obligors have requested that the Lender waive the provisions of Section 5.27(i) that prohibit the Borrower from making the First Amendment Distribution, and allow the Borrower to make the First Amendment Distribution to the Parent so that the Parent may utilize the proceeds of the First Amendment Distribution to finance a portion of the Aves Acquisition. Upon the effectiveness of this First Amendment, the Lender hereby waives the provisions of Section 5.27(i), retroactive to March 5, 2018, that prohibit the Borrower from making the First Amendment Distribution. The waiver of the foregoing provisions of Section 5.27(i) is a one-time waiver only, which relates solely to the First Amendment Distribution and the Aves Acquisition and shall not be deemed to constitute an agreement by the Required Lenders), Lender to assess post-default interest at waive the Default Rate provisions of Section 5.27(i) (or any other provision of the Agreement) in accordance with the Credit Agreement and so notifies the Borrowersfuture.

Limited Waivers. At the request of the Borrowers and the Guarantors the Administrative Agent and the The Lenders hereby agree to waive on a temporary basis, expiring on the Termination Date, the following Specified Events of Defaultsfollowing: (a) Any failure by the Borrowers to comply with Section 6.03(a) of the Credit Agreement requiring the Borrowers to provide prompt notice of the occurrence of any Default in regards to the Specified Events Event of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived). (b) Any failure by the Borrowers to comply with Section 6.03(b) of the Credit Agreement requiring the Borrowers to provide prompt notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal of the Cenovus Services Agreement and the Xxxxxx Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of the events set forth on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g8.01(c) of the Credit Agreement resulting from the Borrowers’ admission that they would become unable failure by the Borrower to pay prepare the Audited Financial Statements in accordance with GAAP and the failure of such financial statements to fairly present in all material respects the financial condition of the Borrower, Old Solo Cup and their debts respective Subsidiaries as they generally become due is hereby waived of the respective dates thereof and their results of operations for the periods covered thereby as required by Section 5.05(a) of the Credit Agreement; (b) any Event of Default, pursuant to Section 8.01(c) of the Credit Agreement resulting from the failure by the Borrower to prepare the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the thirteen weeks ended December 28, 2003 in accordance with GAAP, and the unaudited consolidated financial statements of Old Solo Cup and its Subsidiaries for the fiscal quarters ended March 31, 2003, June 30, 2003, September 30, 2003 and December 31, 2003 in accordance with GAAP and the failure of such financial statements to fairly present in all material respects the financial condition of the Borrower, Old Solo Cup and their respective Subsidiaries and such Person’s results of operations for such periods as required by Section 5.05(b) of the Credit Agreement; (c) any Event of Default, pursuant to Section 8.01(c) of the Credit Agreement resulting from the failure by the Borrower to prepare the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as at September 30, 2003, and the related breach consolidated pro forma statements of a representation or warranty is hereby similarly waivedincome and cash flows for the twelve months then ended in accordance with GAAP and the failure of such financial statements to fairly present the consolidated pro forma financial condition of the Borrower and its Subsidiaries for such periods and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for such periods as required by Section 5.05(d) of the Credit Agreement; (d) any Event of Default, pursuant to Section 8.01(d) of the Credit Agreement, resulting from the misrepresentations under Sections 5.05(a), 5.05(b), 5.05(d), 6.01(b), 6.01(c) and 5.15 of the Credit Agreement with respect to or in connection with the Restated Financial Statements and certain other reports and certificates as to or in connection with the financial information and/or computations delivered by the Borrower during or otherwise with respect to the Restatement Period solely to the extent that they relate to or otherwise are the subject of the Restatement; (e) any forecasting Event of Default, pursuant to Section 8.01(b) of the Credit Agreement resulting from (i) the failure by the Loan Parties Borrower to prepare or deliver the annual financial statements of the Borrower and its Subsidiaries for fiscal years 2004 and 2005 required by Section 6.01(a) of the Credit Agreement and the quarterly financial statements for the fiscal quarters during the Temporary Waiver fiscal years ended 2004 and 2005 and for the first fiscal quarter in 2006, as required by Section 6.01(b) of the Credit Agreement, in accordance with GAAP and (ii) the failure of the Borrower to prepare or deliver the related compliance certificates certifying as to compliance with the financial covenants, as required by Section 6.02(b) of the Credit Agreement in accordance with GAAP; (f) any Event of Default, pursuant to Section 8.01(c) of the Credit Agreement, resulting from the failure of the Borrower to maintain books of record and account in conformity with GAAP as required by Section 6.09 of the Credit Agreement; (g) any Event of Default, pursuant to Section 8.01(c) of the Credit Agreement, resulting from the failure of the Borrower to compute the financial covenants set forth in Section 7.10 of the Credit Agreement in accordance with GAAP as required by Section 6.09 of the Credit Agreement; and (h) any Event of Default, pursuant to Section 8.01(c) of the Credit Agreement, resulting from the failure of the Borrower to comply with the financial covenants set forth in Section 7.10(a) and (b) (after giving effect to the Restatement) (x) during the Restatement Period evidences solely to the Borrowers’ inability to pay debts as they come due extent resulting from the subject of the Restatement, and owing or insolvency(y) for the fiscal quarters ended July 2, any Default or 2006, October 1, 2006 and December 31, 2006; provided that, in the case of this clause (y), an Event of Default arising therefrom will occur on January 2, 2007 if the Borrower is waived. The Temporary Waiver not in this Section 4 is effective only in respect of those Specified Events of Default, and except as expressly compliance with the financial covenants set forth in Section 7.10(a) and (b) (as shall be in effect on such date) for each fiscal quarter in 2006 occurring after the Restatement Period; provided, that if the following requirements are not met, the waivers set forth in Section 1 of this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on Amendment and Waiver will immediately thereupon terminate (such date of termination being the part “Waiver Termination Date”) and the Administrative Agent and the Lenders shall have all of the Administrative Agent, or any Lender in exercising any power or right rights and remedies afforded to them under the Credit Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of with respect to any such power or right preclude any other or further exercise thereof or Events of Default as though no waiver had been granted by them hereunder: (i) the exercise of any other power or right. No waiver or approval by Amendments containing the Restated Financial Statements are delivered to the Administrative Agent prior to 12:00 noon Eastern time on October 31, 2006; the annual audited financial statements for Fiscal Year 2005 that constitute part of the Restated Financial Statements (the “Specified Annual Audited Statements”) shall include a report from KPMG LLP, providing that such Specified Annual Audited Statements were prepared in accordance with generally accepted auditing standards and are not subject to any “going concern” or like qualification or exception or any Lender under this Agreement, the Credit Agreement qualification or any other Loan Document shall, except exception as may be otherwise stated in such waiver or approval, be applicable to any subsequent transaction or any Default or Event of Default under any Loan Document. Notwithstanding any language herein to the contraryscope of such audit, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document and stating that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events Annual Audited Statements present fairly in all material respects the financial condition and results of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration operations of the Temporary Waiver Period, unless (i) Borrower and its Subsidiaries on a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, consolidated basis in accordance with GAAP; and (ii) following the Termination DateRestatement requires adjustments only to the Restated Financial Statements for the Restatement Period, as confirmed by a certificate from a Responsible Officer to the Administrative Agent elects in its sole discretion (or is otherwise directed by to the Required Lenders)effect that, to assess post-default interest at the Default Rate knowledge of such Responsible Officer, the Restatement (in accordance all material respects) required adjustments only to the Restated Financial Statements for the Restatement Period; and (iii) Either (x) the Q2 Financials are filed with the Credit Agreement SEC and so notifies delivered to the BorrowersAdministrative Agent (together with the related compliance certificate demonstrating compliance, on a pro forma basis, with the financial covenants for such period as amended to date) prior to 12:00 noon Eastern time on October 16, 2006, or (y) the Administrative Agent shall have received, prior to 12:00 noon Eastern time on October 16, 2006, a copy of a fully executed waiver of the default under Section 4.03 of the Indenture from the holders or duly authorized representatives of such holders representing at least a majority of the aggregate principal amount of the Senior Subordinated Notes (that is in full force and effect as of such time and not subject to any conditions to effectiveness that will not be satisfied simultaneously with the effectiveness of this Amendment and Waiver) and neither the Trustee nor any of the holders of the Senior Subordinated Notes shall have taken any other actions to accelerate the Senior Subordinated Notes in connection with such default.

Limited Waivers. At the request of the Borrowers and the Guarantors the Administrative Agent and the Lenders hereby waive on a temporary basis, expiring on the Termination Date, the following Specified Events of Defaults: (a) Any failure Subject to the terms of this Limited Waiver, including, without limitation, compliance by the Borrowers Borrower with each of the terms of Section 3 below, the Required Lenders hereby agree to comply the Requested Waivers and waive compliance by the Credit Parties with (i) Section 6.03(a5.1(a) of the Credit Agreement, Section 5.1(b) of the Credit Agreement, Section 5.2(a) of the Credit Agreement requiring the Borrowers to provide prompt notice of the occurrence of any Default in regards to the Specified Events of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived). (b) Any failure by the Borrowers to comply with Section 6.03(b5.2(b) of the Credit Agreement requiring for the Borrowers fiscal year ending on December 31, 2014 only and (ii) Section 5.1(c) of the Credit Agreement and 5.2(b) of the Credit Agreement for the fiscal quarters ending on June 30, 2014 and September 30, 2014 only. This Limited Waiver (a) is limited and does not relate to provide prompt notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal any other covenant or provision of the Cenovus Services Credit Agreement and the Xxxxxx Services Agreementor any other Credit Document, and (ii) any occurrence during period other than (A) the Temporary Waiver Period fiscal year ending on December 31, 2014 and (B) the fiscal quarters ending on June 30, 2014 and September 30, 2014 respectively, and (b) shall automatically terminate and be of the events set forth on Schedule II hereto (and any existing breach of a representation no further force or warranty related to effect if (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g) of the Credit Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and there exists any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any other Default or Event of Default arising therefrom is waived. The Temporary Waiver in or (ii) the Borrower fails to comply with any of the terms of Section 3 below. (b) Subject to the terms of this Limited Waiver, including, without limitation, compliance by the Borrower with each of the terms of Section 4 is effective only in respect 3 below, the Required Lenders hereby agree that any restatement by the Company of those Specified Events its financial statements for any Restatement Period shall not constitute a Default or an Event of DefaultDefault under Article VII or any other provision of the Credit Agreement provided that within ten Business Days after the public release or filing of such restated financial statements Borrower (x) delivers to the Administrative Agent a corrected compliance certificate for each such period, (y) re-determines the Applicable Percentage for the Revolving Loans and Term Loans for such periods based upon the corrected compliance certificate, and except as expressly set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on (z) immediately pays to the part Administrative Agent for the ratable benefit of the Administrative AgentLenders in immediately available Dollars, the aggregate amount of any additional interest and other fees that would have accrued if each of the financial statements delivered that included any portion of such Restatement Period had been correct when initially delivered. This Limited Waiver (a) is limited and does not relate to (i) any other covenant or any Lender in exercising any power or right under provision of the Credit Agreement or any other Loan Document Credit Document, and (ii) any period other than a Restatement Period, and (b) shall operate as a waiver thereof, nor shall any single automatically terminate and be of no further force or partial exercise of any such power or right preclude effect if (i) there exists any other or further exercise thereof or the exercise of any other power or right. No waiver or approval by the Administrative Agent or any Lender under this Agreement, 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 under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, Borrower fails to comply with any of the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the Borrowersterms of Section 3 below.

Limited Waivers. At (a) Section 9.01(c) provides that the request Borrower will not, as of the Borrowers and last day of any fiscal quarter ending on or after March 31, 2016, permit its ratio of (i) consolidated current assets to (ii) consolidated current liabilities as of such day to be less than 1.0 to 1.0 (such financial covenant, the Guarantors “Current Ratio Covenant”). The Borrower has informed the Administrative Agent and the Lenders hereby waive on a temporary basisthat the Borrower does not expect to be in compliance with the Current Ratio Covenant as of the last day of the fiscal quarter ending June 30, expiring on the Termination Date2016. Accordingly, the following Specified Events of Defaults: (a) Any failure by Borrower has requested that the Borrowers to comply Lenders waive, and the Lenders do hereby waive, the Borrower’s compliance with Section 6.03(a) the Current Ratio Covenant as of the Credit Agreement requiring the Borrowers to provide prompt notice last day of the occurrence of any Default in regards to the Specified Events of Defaultfiscal quarter ending June 30, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived)2016. (b) Any failure by The Borrower has informed the Borrowers Administrative Agent and the Lenders that the disposition of the Illinois Disposition Properties will result in an automatic reduction of the Borrowing Base then in effect pursuant to comply Section 9.12(d) (the “Asset Disposition BB Reduction Requirement”). The Borrower has requested that the Lenders waive, and the Lenders do hereby waive, the Asset Disposition BB Reduction Requirement that would occur solely as a result of the disposition of the Illinois Disposition Properties; provided that, it is a condition to the foregoing waiver that the Illinois Disposition Properties are disposed of on or before the next Scheduled Redetermination Date; and provided further, for the avoidance of doubt, the foregoing waiver is only given for the Asset Disposition BB Reduction Requirement and this waiver shall in no event be construed to waive any other reductions to the Borrowing Base made in accordance with Section 6.03(b) the terms and conditions of the Credit Agreement requiring the Borrowers to provide prompt notice upon the occurrence that are based on dispositions of any matter other Property or the Liquidation of any Swap Agreements (it being understood and agreed that has resulted a disposition of any other Property or could reasonably be expected the Liquidation of any Swap Agreements regulated by Section 2.07(f) or a disposition of Property regulated by Section 9.12(d) in each case on or prior to the next Scheduled Redetermination Date will result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal reduction of the Cenovus Services Borrowing Base pursuant to Section 2.07(f) or Section 9.12(d), as the case may be, unless, in each case, the requirements of such sections are otherwise waived in a separate written agreement in accordance with Section 12.02). Except as expressly waived herein, all covenants, obligations and agreements of the Obligors contained in the Credit Agreement and the Xxxxxx Services Agreement, other Loan Documents shall remain in full force and (ii) any occurrence during the Temporary Waiver Period effect in accordance with their terms. Without limitation of the events set forth on Schedule II hereto (foregoing, the foregoing waivers are hereby granted to the extent and any existing breach of a representation or warranty related only to the extent specifically stated herein and for no other purpose and shall not be deemed to (ia) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g) be a consent or agreement to, or waiver or modification of, or amendment to, any other term or condition of the Credit Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvencyAgreement, any Default other Loan Document or Event any of Default arising therefrom is waived. The Temporary Waiver in this Section 4 is effective only in respect of those Specified Events of Defaultthe documents referred to therein, and (b) except as expressly set forth herein, prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in this the future under or in connection with the Credit Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on the part of the Administrative Agent, or any Lender in exercising any power or right under the Credit Agreement or any other Loan Document shall operate as a waiver thereofor any of the documents referred to therein, nor shall or (c) constitute any single course of dealing or partial exercise other basis for altering any obligation of any such power Obligor or right preclude any other right, privilege or further exercise thereof or the exercise remedy of any other power or right. No waiver or approval by the Administrative Agent or any Lender the Lenders under this the Credit Agreement, the Credit Agreement other Loan Documents, or any other Loan Document shallcontract or instrument. Granting the waivers set forth herein does not and should not be construed to be an assurance or promise that consents or waivers will be granted in the future, except as may be otherwise stated in such waiver or approval, be applicable to any subsequent transaction or any Default or Event of Default under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived whether for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default matters herein stated or Event of Default on other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the Borrowers.unrelated matters. LEGAL_US_W # 85608773.2

Limited Waivers. At the request of the Borrowers and the Guarantors the Administrative Agent and the Lenders hereby waive on a temporary basisBy signing this limited waiver letter, expiring on the Termination Date, the following Specified Events of DefaultsIDB Invest: (a) Any hereby waives the Borrower’s failure to comply with the below-listed covenants and any Event of Default that may have resulted therefrom: (i) Section 5.3.1(a) (Audited Financial Statements), insofar as the Borrower has failed to deliver audited Financial Statements for the 2021 Financial Year (it being acknowledged that such delays have been caused by the Borrowers implementation of certain audits and verifications by Xxxxx & Xxxxx and the Borrower is taking steps to comply with Section 6.03(a5.3.1(a)); and MERQUEO S.A.S. -2- Execution Version (ii) Section 5.3.2 (Unaudited Quarterly Financial Statements), insofar as the Borrower has failed to deliver unaudited Financial Statements for the Financial Quarter ending on June 30, 2022 and the related information described in Section 5.3.2 (it being acknowledged that such delays have been caused by the implementation of certain audits and verifications by Xxxxx & Xxxxx and the Credit Agreement requiring the Borrowers Borrower is taking steps to provide prompt notice of the occurrence of any Default in regards to the Specified Events of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waivedcomply with Section 5.3.2).; and (b) Any failure by hereby waives, for the Borrowers purpose of allowing the Borrower to comply with carry out the transactions relating to the Emergency Fund, Section 6.03(b5.2.12 (Negative Covenants - Permitted Financial Debt) of the Credit Loan Agreement requiring insofar as such covenant restricts the Borrowers to provide prompt notice upon the occurrence incurrence of any matter that has resulted or could reasonably be expected to result Financial Debt other than the Financial Debt listed in a Material Adverse Effect, is hereby waived (such Section and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to would thereby prohibit the non-renewal of Borrower from entering into the Cenovus Services Agreement and the Xxxxxx Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of the events set forth on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g) of the Credit Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any Default or Event of Default arising therefrom is waivedFacility. The Temporary Waiver in this Section 4 is effective only in respect of those Specified Events of Default, and except as expressly limited waiver set forth in this Agreementparagraph 1 (a) above is subject to the Borrower’s obligation to deliver the infonnation referenced therein no later than November 30th, no other waivers2022, amendments or modifications are intended or made by this Agreementand on such date such limited waiver shall expire and said Sections 5.3.1(a) (Audited Financial Statements) and 5.3.2 (Unaudited Quarterly Financial Statements) considered as in compliance. No failure or delay on the part of the Administrative Agent, or any Lender The limited waiver set forth in exercising any power or right paragraph 1(b) above shall remain in effect for so long as debt 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 or any Lender under this Agreement, 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 under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the BorrowersFacility remains outstanding.

Limited Waivers. At (a) The Parent and Borrower have informed the request Agents and the Banks that (i) the Parent and its Subsidiaries intend to transfer all of the Borrowers assets and liabilities associated with the Parent's Instrumentation and Fluid Regulation Products Group (including, but not limited to, Aerodyne Controls, Atkomatic Valve, Circle Seal Controls, Inc., Go Regulator, Inc., Xxxx, Inc., Xxxxxx Controls, Inc., Xxxxxxxxx Steam Trap and Xxxxxx Engineering Company, Inc.,) and Petrochemical Products Group (including, but not limited to, Contromatics Industrial Products, Eagle Check Valve, KF Industries, Inc., Pibiviesse SpA, Suzhou Xxxxx Valve Co., Ltd., SSI Equipment Inc. and Telford Valve and Specialties, Inc.) to CIRCOR International, Inc., a newly formed affiliate of the Parent ("CIRCOR") and its Subsidiaries which transfer shall in no event include the direct and indirect Subsidiaries of the Parent set forth on Schedule 6.19 attached hereto, (ii) the Parent and the Guarantors Borrower and their respective Subsidiaries intend to effect a settlement of intercompany accounts, indemnification obligations and certain other arrangements among the Parent, CIRCOR and their respective Subsidiaries, including without limitation, certain supply arrangements, certain licensing arrangements, and the assumption and transfer of all of the outstanding Indebtedness of the Borrower under the Credit Agreement as of the effective date of this Amendment to certain Subsidiaries of the Parent and CIRCOR pursuant to an Assumption Agreement, dated as of October18, 1999, among the Borrower, WRC, Xxxxxxx Valve, Inc., CIRCOR (WRC, Xxxxxxx Valve, Inc. and CIRCOR referred to herein collectively as the "Assuming Parties") and the Administrative Agent (the "Assumption Agreement") which, upon giving effect thereto, would, inter alia, result in each Assuming Party becoming a "Borrower" under the Credit Agreement with respect to the assumed Indebtedness described therein, (iii) the Borrower intends to transfer all of its assets other than the stock of WRC to WRC and (iv) the Parent and its Subsidiaries intend to effect a series of internal contributions and spin-offs ultimately resulting in the spin-off of CIRCOR to the stockholders of the Parent pursuant to a stock dividend, in the case of each of clauses (i) - (iv) as more fully described in the Distribution Agreement (the "Distribution Agreement"), dated as of October 1, 1999, between the Parent and CIRCOR, the Form 00 Xxxxxxxxxxx Xxxxxxxxx xx XXXXXX dated October 6, 1999, the Reorganization Agreement (the "Reorganization Agreement"), dated as of October 4, 1999, among the Parent, the Borrower, Xxxxxxx valve, Inc., CIRCOR, Circle Seal Controls, Inc., WRC, Xxxxxxx Investment Company and CIRCOR IP Holding Co., and the Lenders hereby waive on a temporary basis, expiring on the Termination Date, the following Specified Events of Defaults: (a) Any failure private letter ruling issued by the Borrowers Internal Revenue Service on September 13, 1999 (the "PLR"), copies of each of which are attached hereto (all of such transactions referred to comply with Section 6.03(aherein collectively as the "Spin-Off"). Pursuant to (i) 8.5.2 of the Credit Agreement, none of the Parent or any of its Subsidiaries is permitted to dispose of its assets (including capital stock) other than the sale of inventory and obsolete equipment in the ordinary course of business or by the sale in one or more arms-length transactions having a cumulative aggregate sales price not in excess of $100,000,000 in any fiscal year or $150,000,000 during the term of the Credit Agreement requiring the Borrowers to provide prompt notice and (ii) 19.9 of the occurrence Credit Agreement, the Borrower is not permitted to assign or transfer any of its rights or obligations under any Default of the Loan Documents without the prior written consent of each of the Banks. Accordingly, the Spin-Off would result in regards to the Specified Events breach of Defaultcertain representations, which events shall include any occurrence during the Temporary Waiver Period of those events warranties and covenants set forth on Schedule I heretoin the Credit Agreement, is hereby waived (including without limitations, 8.5.2 and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived)19.9. (b) Any failure by The Parent and the Borrowers Borrower have also informed the Agents and the Banks that the Parent, the Borrower and their Subsidiaries have changed the date of their respective fiscal year ends from June 30 to comply with Section 6.03(b) December 31. Pursuant to 7.5.4 of the Credit Agreement requiring such change may not be made unless the Borrowers to provide prompt Parent, the Borrower and their Subsidiaries have given the Administrative Agent not less than sixty (60) days prior written notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal of the Cenovus Services Agreement and the Xxxxxx Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of the events set forth on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above)proposed change. (c) Any Event of Default pursuant to Section 8.01(gThe Parent and the Borrower have requested that the Banks (i) waive all terms and conditions of the Credit Agreement resulting required solely to effect the Spin-Off and consent to the assumption of Indebtedness arrangements contemplated by the Assumption Agreement and (ii) waive the sixty (60) day notice period required pursuant to 7.5.4 of the Credit Agreement prior to the Parent, the Borrower and their Subsidiaries changing the date of their respective fiscal year ends from June 30 to December 31. Upon the Borrowers’ admission that they would become unable effectiveness of this Amendment, the Banks hereby waive all terms and conditions of the Credit Agreement required solely to pay their debts as they generally become due is hereby waived (effect the Spin-Off and any related breach consent to the assumption and transfer of a representation or warranty is hereby similarly waived)Indebtedness arrangements contemplated by the Assumption Agreement, and to waive such sixty (60) day notice period; provided, however, the extent any forecasting transfer of Indebtedness contemplated by the Loan Parties during Assumption Agreement shall not release, diminish or modify in any respect the Temporary Waiver Period evidences repayment obligations of the Borrowers’ inability to pay debts as they come due and owing Borrower or insolvency, any Default or Event the guaranty obligations of Default arising therefrom is waived. The Temporary Waiver in this Section 4 is effective only in respect of those Specified Events of Default, and except as expressly the Guarantors set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on the part of the Administrative Agent, or any Lender 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 with respect to 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 or any Lender under this Agreement, 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 under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the Borrowers.Indebtedness;

Limited Waivers. At the request of the Borrowers and the Guarantors the Administrative Agent and the Lenders hereby waive on a temporary basis, expiring on the Termination Date, the following Specified Events of Defaults: (a) Any failure Subject to the terms of this Limited Waiver, including, without limitation, compliance by the Borrowers Borrower with each of the terms of Section 3 below, the Required Lenders hereby agree to comply the Requested Waiver and waive compliance by the Credit Parties with Section 6.03(a5.1(c) of the Credit Agreement requiring the Borrowers to provide prompt notice of the occurrence of any Default in regards to the Specified Events of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived). (b) Any failure by the Borrowers to comply with Section 6.03(b5.2(b) of the Credit Agreement requiring for the Borrowers fiscal quarters ending on June 30, 2014 and September 30, 2014 only. This Limited Waiver (a) is limited and does not relate to provide prompt notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal any other covenant or provision of the Cenovus Services Credit Agreement and the Xxxxxx Services Agreementor any other Credit Document, and (ii) any occurrence during period other than the Temporary Waiver Period fiscal quarters ending on June 30, 2014 and September 30, 2014, and (b) shall automatically terminate and be of the events set forth on Schedule II hereto (and any existing breach of a representation no further force or warranty related to effect if (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g) of the Credit Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and there exists any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any other Default or Event of Default arising therefrom is waived. The Temporary Waiver in or (ii) the Borrower fails to comply with any of the terms of Section 3 below. (b) Subject to the terms of this Limited Waiver, including, without limitation, compliance by the Borrower with each of the terms of Section 4 is effective only in respect 3 below, the Required Lenders hereby agree that any restatement by the Company of those Specified Events its financial statements for any Restatement Period shall not constitute a Default or an Event of DefaultDefault under Article VII or any other provision of the Credit Agreement provided that within one Business Day after the public release or filing of such restated financial statements Borrower (x) delivers to the Administrative Agent a corrected compliance certificate for each such period, (y) re-determines the Applicable Percentage for the Revolving Loans and Term Loans for such periods based upon the corrected compliance certificate, and except as expressly set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on (z) immediately pays to the part Administrative Agent for the ratable benefit of the Administrative AgentLenders in immediately available Dollars, the aggregate amount of any additional interest and other fees that would have accrued if each of the financial statements delivered that included any portion of such Restatement Period had been correct when initially delivered. This Limited Waiver (a) is limited and does not relate to (i) any other covenant or any Lender in exercising any power or right under provision of the Credit Agreement or any other Loan Document Credit Document, and (ii) any period other than a Restatement Period, and (b) shall operate as a waiver thereof, nor shall any single automatically terminate and be of no further force or partial exercise of any such power or right preclude effect if (i) there exists any other or further exercise thereof or the exercise of any other power or right. No waiver or approval by the Administrative Agent or any Lender under this Agreement, 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 under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, Borrower fails to comply with any of the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the Borrowersterms of Section 3 below.

Limited Waivers. At We hereby request, and by your execution hereof, you agree to waive the request following: (a) the Event of Default, pursuant to Section 8.01(b) of the Borrowers Credit Agreement, resulting from the failure by the Borrower to deliver (i) financial statements and an officer’s certificate, in accordance with Section 6.01(b) of the Guarantors Credit Agreement, for the quarter ended November 26, 2004 and (ii) the related Compliance Certificate, in accordance with Section 6.02(b) of the Credit Agreement, (b) the Event of Default, pursuant to Section 8.01(d) of the Credit Agreement, resulting from the misrepresentations under Sections 5.05(b) and (c) and Section 5.15 of the Credit Agreement with respect to the Restated Financial Statements solely to the extent that they are the subject of the Restatement, and (c) the Default or Event of Default, pursuant to Section 8.01(e) of the Credit Agreement, resulting from the Cross Default, provided, that if the following requirements (the “Waiver Requirements”) are not met, the waivers set forth in Section 1 of this Waiver will immediately thereupon terminate (such date of termination being the “Waiver Termination Date”) and the Administrative Agent and the Lenders hereby waive on a temporary basis, expiring on shall have all of the Termination Date, rights and remedies afforded to them under the following Specified Credit Agreement with respect to any such Defaults and Events of DefaultsDefault as though no waiver had been granted by them hereunder: (ai) Any failure by the Borrowers Restated Financial Statements and the Q2 Report are filed with the SEC and delivered to comply with Section 6.03(a) the Administrative Agent prior to 12:00 noon eastern standard time on March 21, 2005; the annual audited financial statements for Fiscal Years 2002, 2003 and 2004 that constitute part of the Credit Agreement requiring Restated Financial Statements (the Borrowers “Annual Audited Statements”) shall include a report of independent registered public accounting firm from Ernst & Young LLP, providing that such Annual Audited Statements were prepared in accordance with generally accepted auditing standards and are not subject to provide prompt notice any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and stating that the Annual Audited Statements present fairly in all material respects the financial condition and results of operations of the occurrence of any Default Borrower and its Subsidiaries on a consolidated basis in regards to the Specified Events of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived).accordance with GAAP; and (b) Any failure by the Borrowers to comply with Section 6.03(b) of the Credit Agreement requiring the Borrowers to provide prompt notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal of the Cenovus Services Agreement and the Xxxxxx Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of financial statements for the events set forth quarter ended on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above). (c) Any Event of Default November 26, 2004 required pursuant to Section 8.01(g6.01(b), the officer’s certificate, and Compliance Certificates for such quarter and each quarter covered by the Restated Financial Statements (demonstrating compliance, on a pro forma basis, with all financial covenants as amended to date) are delivered to the Administrative Agent prior to 12:00 noon eastern standard time on March 21, 2005; and (iii) the Restatement requires adjustments only to the Restated Financial Statements for the Restatement Period, as confirmed by a certificate from the Borrower to the Administrative Agent reasonably satisfactory to the Administrative Agent; and (iv) the aggregate impact of the Credit Agreement resulting Restatement on EBITDA during the Restatement Period and the impact of the Restatement on EBITDA for any individual fiscal quarter during the Restatement Period does not exceed the amount outlined in a letter from the Borrowers’ admission that they would become unable Borrower to pay their debts as they generally become due is hereby waived (and any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any Default or Event of Default arising therefrom is waived. The Temporary Waiver in this Section 4 is effective only in respect of those Specified Events of Default, and except as expressly set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on the part of the Administrative Agent, or any Lender in exercising any power or right under dated March 11, 2005, as confirmed by a certificate from 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 Borrower to the Administrative Agent or any Lender under this Agreement, 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 under any Loan Document. Notwithstanding any language herein reasonably satisfactory to the contrary, nothing herein is intended to nor shall waive Administrative Agent; and (temporary or otherwisev) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, the Administrative Agent elects shall have received, prior to 12:00 noon eastern standard time on March 21, 2005, a copy of a fully executed waiver of the default under Section 501(4) of the Indenture from the holders or duly authorized representatives of such holders representing at least 51% of the Senior Subordinated Notes (that is in its sole discretion (or is otherwise directed by full force and effect as of such time and not subject to any conditions to effectiveness that will not be satisfied simultaneously with the Required Lenderseffectiveness of this Waiver and Amendment), and neither the Trustee nor any of the holders of the Senior Subordinated Notes shall have taken any other actions to assess post-default interest at enforce their rights or remedies under the Default Rate in accordance Senior Subordinated Note Documents with the Credit Agreement and so notifies the Borrowersrespect to such default.

Limited Waivers. At The Borrower has advised the request Lenders that, as a result of the Borrowers Xxxxxx Sale, it anticipates that the aggregate volume of all commodity Hedge Transactions for which settlement payments will be calculated in the calendar months of November 2021 and December 2021 will exceed 100% of actual production of crude oil in such calendar months (collectively, the Guarantors the Administrative Agent and “Specified Over-Hedging Event”). The Borrower has requested that the Lenders hereby waive on a temporary basis, expiring on the Termination Date, the following Specified Events of Defaults: (a) Any failure by the Borrowers to comply with waive any Event of Default that might occur under Section 6.03(a) 6.18 of the Credit Agreement requiring the Borrowers to provide prompt notice solely as a result of the occurrence of any Default in regards to the Specified Events of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (Over-Hedging Event and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived). (b) Any failure by waive the Borrowers requirement in Section 6.18(g), with respect to comply with Section 6.03(b) crude oil volumes only, that the Borrower terminate, create off-setting positions, allocate volumes to other production for which the Borrower and the other Loan Parties are marketing, or otherwise unwind existing commodity Hedge Transactions such that, at such time, hedging volumes will not exceed 100% of reasonably anticipated projected production of crude oil for November 2021 or December 2021 (such waivers, collectively, the “Limited Waivers”). Subject to the satisfaction or waiver in writing of each of the Credit Agreement requiring the Borrowers to provide prompt notice conditions set forth in Section 5 below and in reliance upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effectrepresentations, is hereby waived (warranties, covenants and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal of the Cenovus Services Agreement and the Xxxxxx Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of the events set forth on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g) of the Credit Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any Default or Event of Default arising therefrom is waived. The Temporary Waiver in this Section 4 is effective only in respect of those Specified Events of Default, and except as expressly set forth agreements contained in this Agreement, no the Lenders party hereto, hereby grant the Limited Waivers. The Limited Waivers provided in this Section 3 shall apply solely with regard to the Specified Over-Hedging Event and solely to the extent the Specified Over-Hedging Event results or resulted from the Xxxxxx Sale, and nothing contained in this Agreement shall be deemed a consent to, or waiver of, any other waivers, amendments action or modifications are intended or made by this Agreement. No failure or delay on the part inaction of the Administrative Agent, Loan Parties that constitutes (or would constitute) a violation of or a departure from any Lender in exercising any power or right under provision of the Credit Agreement or any other Loan Document Document, or which constitutes (or would constitute) a Default or Event of Default. The Limited Waivers described in this Section 3 are each a one-time waiver limited to the Specified Over-Hedging Event. Neither the Lenders nor the Administrative Agent shall operate as a waiver thereofbe obligated to grant any future waivers, nor shall any single consents or partial exercise amendments with respect to Section 6.18 of any such power the Credit Agreement or right preclude any other provision of the Credit Agreement or further exercise thereof or the exercise of any other Loan Document. Other than the Limited Waivers expressly provided for in this Section 3, the Loan Parties hereby agree and acknowledge that no course of dealing and no delay in exercising any right, power or right. No waiver or approval by remedy conferred on the Administrative Agent or any Lender under this Agreement, in the Credit Agreement or in any other Loan Document shallor now or hereafter existing at law, except as may be otherwise stated in such waiver or approvalequity, be applicable to any subsequent transaction or any Default or Event of Default under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) by statute or otherwise release the Borrowers shall operate as a waiver of or Guarantors from otherwise prejudice any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarlysuch right, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers power or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the Borrowersremedy.

Limited Waivers. At 1. The Borrowers, on behalf of their respective Funds, have informed the request Bank that the investment advisory agreements, with the Investment Adviser with respect to each respective Fund, which were in effect as of the date of the Loan Agreement, terminated on October 8, 2013 and that, pursuant to approval by the Borrowers’ Boards of Trustees, interim investment advisory agreements with the Investment Advisor went into effect on October 8, 2013 with respect to each Fund. Following shareholder approval of new investment advisory agreements, the Borrowers entered into new investment advisory agreements with the Investment Adviser with respect to each Fund effective on February 27, 2014 (for Xxxxxx Short Duration Income Fund, March 7, 2014) (a form of which is included in the definitive proxy statement filed by the Xxxxxx Funds with the United States Securities and Exchange Commission on December 20, 2013, the “Proxy”). Pursuant to Section II(3)(i) of the Loan Agreement, an Event of Default will occur under the Loan Agreement if any investment advisory agreement which is in effect for such Fund as of the date of the Loan Agreement terminates without the prior written consent of the Bank. Therefore, the Borrowers have requested that the Bank waive, and the Guarantors Bank does hereby so waive, Section II(3)(i) of the Administrative Agent Loan Agreement relating to the termination of the investment advisory agreement between each Fund and the Lenders hereby waive on Investment Adviser as set forth in the Proxy. Such waiver is limited to the events described herein and shall not constitute a temporary basiswaiver of any other covenant or term contained in the Loan Agreement or its related documents, expiring on the Termination Dateand shall not be deemed to be a continuing consent under, the following Specified Events of Defaults: (aor waiver of, Section II(3)(i) Any failure in connection with any other actions taken by the Borrowers or Funds. 2. Xxxxxx Asset Allocation Funds, on behalf of its Xxxxxx Dynamic Asset Allocation Conservative Fund series (the “Dynamic Fund”), has informed the Bank that, pursuant to comply shareholder approval, on March 18, 2014 the Dynamic Fund amended its fundamental investment restriction with respect to investments in commodities to allow flexibility to invest in physical commodities. Additionally, Xxxxxx Funds Trust, on behalf of its June 27, 2014 Page 3 Xxxxxx Global Consumer Fund and Xxxxxx Global Financials Fund series (the “Global Funds”), has informed the Bank that, pursuant to shareholder approval, on March 25, 2014 the Global Funds each changed their respective sub-classification from a “diversified” to a “non-diversified” fund for purposes of Section 6.03(a5(b)(1) of the Credit Agreement requiring the Borrowers Investment Company Act of 1940. Pursuant to provide prompt notice of the occurrence of any Default in regards to the Specified Events of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived). (b) Any failure by the Borrowers to comply with Section 6.03(bII(1)(d)(ix) of the Credit Agreement requiring Loan Agreement, each Borrower has covenanted and agreed for itself and on behalf of each of its Funds (but not as to any other Borrower or Funds) not to permit any change in the Borrowers to provide prompt notice upon investment objectives or in the occurrence fundamental investment restrictions of such Borrower or Fund as described in its Prospectus, in any matter such case without the prior written consent of the Bank. Therefore, Xxxxxx Asset Allocation Funds and Xxxxxx Funds Trust have requested that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar asthe Bank waive, and only insofar asthe Bank does hereby so waive, such failure to provide notice (i) related to the non-renewal of the Cenovus Services Agreement and the Xxxxxx Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of the events set forth on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(gII(1)(d)(ix) of the Credit Loan Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and any related breach of a representation or warranty is hereby similarly waived), and relating to the extent any forecasting by change of fundamental investment restrictions as to the Loan Parties during Dynamic Fund and the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvencyGlobal Funds, any Default or Event of Default arising therefrom is waivedrespectively. The Temporary Waiver in this Section 4 is effective only in respect of those Specified Events of Default, and except as expressly set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on the part of the Administrative Agent, or any Lender 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 or any Lender under this Agreement, the Credit Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable Bank hereby also agrees to any subsequent transaction or waive any Default or Event of Default under any Section II(3)(b) and Section II(2)(l) of the Loan DocumentAgreement resulting solely from such change in the fundamental investment restrictions of the Dynamic Fund and the Global Funds. Notwithstanding any language herein Such waiver is limited to the contraryevents described herein and shall not constitute a waiver of any other covenant or term contained in the Loan Agreement or its related documents, nothing herein is intended and shall not be deemed to nor shall waive (temporary be a continuing consent under, or otherwisewaiver of, Section II(1)(d)(ix), Section II(3)(b) or otherwise release Section II(2)(l) in connection with any other actions taken by the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the BorrowersFunds.

Limited Waivers. At Subject to the request terms and conditions set forth herein, the Lenders party hereto hereby agree to (a) a waiver of compliance with the provisions of Sections 9.01(a) and (b) of the Borrowers Credit Agreement, in each case, for the fiscal quarter ended March 31, 2015, effective as of March 31, 2015, and (b) a waiver of any Default or Event of Default that may have occurred as a result of the Guarantors breach of Section 9.02(c) of the Credit Agreement, as such breach was disclosed in writing to the Administrative Agent and the Lenders hereby waive prior to the Effective Date (the “Disclosed Breach”); provided, in each case, that the Borrower demonstrates, on a temporary basisor before May 29, expiring on 2015, that it has received at least $65,000,000 after the Termination Date, Effective Date in aggregate net cash proceeds from one or more of the following Specified Events events: (i) the offering of Defaults: (a) Any failure common or preferred equity securities by the Borrowers to comply with Borrower, (ii) the consummation of one or more asset sales permitted by Section 6.03(a) 9.11 of the Credit Agreement requiring by the Borrowers to provide prompt notice Borrower or any Restricted Subsidiary (including the receipt of upfront payments from any farm-out) or (iii) the entry into a joint venture by the Borrower or any Restricted Subsidiary (including the receipt of upfront payments therefrom) (the “Waiver Condition”). For the avoidance of doubt, the effect of the occurrence termination of any Default Letter of Credit shall not be included in regards to the Specified Events calculation of Defaultsuch net cash proceeds. The waivers granted in the foregoing sentence (collectively, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived). (b“Waivers”) Any failure by the Borrowers to comply with Section 6.03(b) of the Credit Agreement requiring the Borrowers to provide prompt notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal of the Cenovus Services Agreement and the Xxxxxx Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of the events set forth on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g) of the Credit Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and any related breach of a representation or warranty is hereby similarly waived), and are limited to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any Default or Event of Default arising therefrom is waived. The Temporary Waiver in this Section 4 is effective only in respect of those Specified Events of Default, and except as expressly specifically set forth in this Agreement, above and no other waiversterms, amendments covenants or modifications are intended or made by this Agreement. No failure or delay on the part provisions of the Administrative Agent, or any Lender in exercising any power or right under the Credit Agreement or any other Loan Document are intended to be affected hereby. The Waiver set forth in clause (a) above is granted only with respect to compliance with Sections 9.01(a) and (b) of the Credit Agreement as of and for the fiscal quarter ended March 31, 2015, and shall operate as a waiver thereofnot apply to any violation of Section 9.01(a) or (b) of the Credit Agreement with respect to any fiscal quarter other than the fiscal quarter ended March 31, nor shall 2015 or to any single actual or partial exercise of any such power prospective default or right preclude any other or further exercise thereof or the exercise violation of any other power or right. No waiver or approval by the Administrative Agent or any Lender under this Agreement, provision of the Credit Agreement or any other Loan Document shall, except as may be otherwise stated Document. The Waiver set forth in such waiver or approval, be applicable clause (b) above is granted only with respect to any subsequent transaction or any Default or Event of Default under that may have occurred as a result of the Disclosed Breach, and shall not apply to any other violation of Section 9.02(c) of the Credit Agreement or to any actual or prospective default or violation of any other provision of the Credit Agreement or any other Loan Document. Notwithstanding The Waivers shall not in any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) manner create a course of dealing or otherwise release impair the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration future ability of the Temporary Waiver Period, unless (i) Administrative Agent or the Lenders to declare a Default or Event of Default under or otherwise enforce the terms of the Credit Agreement or any other Loan Document, with respect to any matter other than those specifically and expressly waived in the Specified Events Waivers, including, without limitation, the ability of Default occurs or has occurred, or, (ii) following the Termination Date, the Administrative Agent elects or the Lenders to declare an Event of Default as a result of the failure of the Borrower to comply with the Waiver Condition. Notwithstanding anything to the contrary set forth in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement or any other Loan Document, the Borrower acknowledges and so notifies agrees that its failure to comply with the BorrowersWaiver Condition shall constitute an immediate Event of Default under the Credit Agreement.

Limited Waivers. At the request of the Borrowers and the Guarantors the Administrative Agent and the Lenders hereby waive on a temporary basis, expiring on the Termination Date, the following Specified Events of Defaults: (a) Any failure Subject to the terms of this Limited Waiver, including, without limitation, compliance by the Borrowers Borrower with each of the terms of Section 3 below, the Required Lenders hereby (i) agree to comply the Requested Waiver and waive compliance by the Credit Parties with Section 6.03(a5.1(c) of the Credit Agreement requiring the Borrowers to provide prompt notice of the occurrence of any Default in regards to the Specified Events of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived). (b) Any failure by the Borrowers to comply with Section 6.03(b5.2(b) of the Credit Agreement requiring for the Borrowers fiscal quarter ending on June 30, 2014 only. This Limited Waiver (a) is limited and does not relate to provide prompt notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal any other covenant or provision of the Cenovus Services Credit Agreement and the Xxxxxx Services Agreementor any other Credit Document, and (ii) any occurrence during period other than the Temporary Waiver Period fiscal quarter ending on June 30, 2014, and (b) shall automatically terminate and be of the events set forth on Schedule II hereto (and any existing breach of a representation no further force or warranty related to effect if (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g) of the Credit Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and there exists any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any other Default or Event of Default arising therefrom is waived. The Temporary Waiver in or (ii) the Borrower fails to comply with any of the terms of Section 3 below. (b) Subject to the terms of this Limited Waiver, including, without limitation, compliance by the Borrower with each of the terms of Section 4 is effective only in respect 3 below, the Required Lenders hereby agree that any restatement by the Company of those Specified Events its financial statements for any Restatement Period shall not constitute a Default or an Event of DefaultDefault under Article VII or any other provision of the Credit Agreement provided that within one Business Day after the public release or filing of such restated financial statements Borrower (x) delivers to the Administrative Agent a corrected compliance certificate for each such period, (y) re-determines the Applicable Percentage for the Revolving Loans and Term Loans for such periods based upon the corrected compliance certificate, and except as expressly set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on (z) immediately pays to the part Administrative Agent for the ratable benefit of the Administrative AgentLenders in immediately available Dollars, the aggregate amount of any additional interest and other fees that would have accrued if each of the financial statements delivered that included any portion of such Restatement Period had been correct when initially delivered. This Limited Waiver (a) is limited and does not relate to (i) any other covenant or any Lender in exercising any power or right under provision of the Credit Agreement or any other Loan Document Credit Document, and (ii) any period other than a Restatement Period, and (b) shall operate as a waiver thereof, nor shall any single automatically terminate and be of no further force or partial exercise of any such power or right preclude effect if (i) there exists any other or further exercise thereof or the exercise of any other power or right. No waiver or approval by the Administrative Agent or any Lender under this Agreement, 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 under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, Borrower fails to comply with any of the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies the Borrowersterms of Section 3 below.

Limited Waivers. At the request of the Borrowers and the Guarantors the (a) Administrative Agent and the Lenders hereby waive on a temporary basis, expiring on the Termination Date, the following Specified Events of Defaults: (a) Any failure by the Borrowers to comply with Section 6.03(a) of the Credit Agreement requiring the Borrowers to provide prompt notice of the occurrence of any Default in regards to the Specified Events of Default, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events of Default is hereby similarly waived). (bas defined below) Any failure by the Borrowers to comply with Section 6.03(b) of the Credit Agreement requiring the Borrowers to provide prompt notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal of the Cenovus Services Agreement and the Xxxxxx Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of the events set forth on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above). (c) Any Event of Default pursuant to Section 8.01(g) of the Credit Agreement resulting from the Borrowers’ admission that they would become unable to pay their debts as they generally become due is hereby waived (and any related breach of a representation or warranty is hereby similarly waived), and to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any Default or Event of Default arising therefrom is waived. The Temporary Waiver in this which may arise under Section 4 is effective only in respect 8(e)(iii) of those Specified the Credit Agreement solely as a result of the Senior Notes Financial Deliveries Default (such Defaults or Events of Default, and except the “Senior Notes Cross Default”); provided, however, that no Event of Default under Section 8(e)(iii) as expressly set forth in this Agreement, no other waivers, amendments or modifications are intended or made by this Agreement. No failure or delay on the part a result of the Administrative AgentIndebtedness under the Senior Notes becoming due prior to its stated maturity, by acceleration or otherwise (a “Senior Notes Cross Acceleration Event”), is hereby waived, regardless of whether such Senior Notes Cross Acceleration Event occurs as a result of the Senior Notes Cross Default or otherwise. This is a limited waiver and shall not be deemed to constitute a waiver of any Default or Event of Default (other than the Specified Defaults (as defined below)) or any Lender in exercising prior, current or future breach of the Credit Agreement or any power of the other Loan Documents or right under any other requirements of any provision of the Credit Agreement or any other Loan Document shall operate Documents. (b) The Administrative Agent and the Lenders hereby waive during the Waiver Period (as defined below) any Default or Event of Default which has arisen or may arise under Section 8(d) of the Credit Agreement as a result of Borrower’s failure to deliver (i) audited annual financial statements and related reports and certificates for the year ended December 31, 2015 without a “going concern” or like qualification as and when required pursuant to Section 6.1(a), 6.1(c) and 6.2(a) of the Credit Agreement (collectively, the “Specified FY2015 Deliverables”), (ii) quarterly financial statements and related reports and certificates (the “Specified Quarterly Deliverables”, together with the Specified FY2015 Deliverables, collectively, the “Credit Agreement Financial Delivery Defaults” and together with the Senior Notes Cross Default, the “Specified Defaults”) for the quarters ended March 31, 2016 and June 30, 2016 pursuant to Sections 6.1(b), 6.1(c) and 6.2(a) of the Credit Agreement. This is a limited waiver thereof, nor and shall any single or partial exercise not be deemed to constitute a waiver of any such power Default or right preclude Event of Default (other than the Specified Defaults) or any prior, current or future breach of the Credit Agreement or any of the other Loan Documents or any other or further exercise thereof or the exercise requirements of any other power or right. No waiver or approval by the Administrative Agent or any Lender under this Agreement, provision of the Credit Agreement or any other Loan Document shallDocuments. For the avoidance of doubt, except as may it is understood and agreed that, notwithstanding anything contained to the contrary in Section 8(d) of the Credit Agreement or in this Waiver, there shall be otherwise stated in such waiver or approval, be applicable to any subsequent transaction or any Default or an immediate Event of Default under any Loan Document. Notwithstanding any language herein if the Specified Deliverables are not delivered to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein Administrative Agent prior to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise apply, is hereby waived for the Specified Events of Default for the duration expiration of the Temporary Waiver Period. (c) As used herein, unless the term “Waiver Period” means the period commencing on the Amendment No. 2 Effective Date (as defined below) and ending at 11:59 p.m. (New York City time) on (i) a Default or Event of Default other than September 10, 2016, with respect to the Specified Events Default (x) described in clause (i) of Default occurs or has occurred, or, the definition of Senior Notes Financial Deliveries Defaults and (y) arising in connection with the Specified FY2015 Deliverables; and (ii) following September 30, 2016, with respect to the Termination Date, Specified Default (x) described in clause (ii) of the Administrative Agent elects definition of Senior Notes Financial Deliveries Defaults and (y) arising in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance connection with the Credit Agreement and so notifies the BorrowersSpecified Quarterly Deliverables.

Limited Waivers. At From and after the request of the Borrowers and the Guarantors the Administrative Agent and the Lenders hereby waive on a temporary basis, expiring on the Termination Date, the following Specified Events of Defaults:Amendment No. 1 Effective Date (as defined in Section 3 herein below): (a) Any The Required Revolving Lenders hereby agree that prior to the Waiver Relief End Date, any Events of Default that may have resulted or may result from the failure by to meet the Borrowers to comply with condition in Section 6.03(a4.02(c) of the Credit Agreement requiring the Borrowers or to provide prompt notice comply with Section 7.10 of the occurrence Credit Agreement, in each case, as of the end of any fiscal quarter on which the maximum Consolidated Net Leverage Ratio set forth in Section 7.10 of the Credit Agreement was or is required not to have been exceeded are hereby waived; provided that if it is determined on or after the Waiver Relief End Date, that the condition in Section 4.02(c) of the Credit Agreement had not been satisfied at the time of a Credit Extension under the Revolving Credit Facility on or after the Applicable Quarter End Date or the covenant in Section 7.10 of the Credit Agreement had not been complied with on the Applicable Quarter End Date, an Event of Default in regards shall be deemed to have occurred when the Specified Events of Defaultcondition was required to have been met or when the covenant was required to have been complied with, as applicable, which events shall include any occurrence during the Temporary Waiver Period of those events set forth on Schedule I hereto, is hereby waived (and any breach of a representation or warranty related to the Specified Events Event of Default is hereby similarly waived)may be waived only pursuant to Section 11.01(f) of the Credit Agreement. (b) Any failure by Each Revolving Lender that consents to this Amendment hereby agrees that any Defaults or Events of Default that may have resulted from under-paying any interest payments or Letter of Credit Fees based on the Borrowers application of a lower Applicable Rate for Revolving Credit Loans, Swing Line Loans and/or Letters of Credit due to comply with Section 6.03(b) the delivery, prior to the Amendment No. 1 Effective Date, of untrue, incorrect or inaccurate financial statements (to the extent arising out of the Credit Agreement requiring the Borrowers to provide prompt notice upon the occurrence of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, is Inaccurate Matters) are hereby waived (and any related existing breach of a representation or warranty is hereby similarly waived) insofar as, and only insofar as, such failure to provide notice (i) related to the non-renewal of the Cenovus Services Agreement and the Xxxxxx Services Agreement, and (ii) any occurrence during the Temporary Waiver Period of the events set forth on Schedule II hereto (and any existing breach of a representation or warranty related to (i) and (ii) above). (c) Any Event of Default pursuant The Required Lenders (and, as it relates to the covenant in Section 8.01(g) 7.10 of the Credit Agreement resulting and any condition set forth in Section 4.02 to any Credit Extension under the Revolving Credit Facility, the Required Revolving Lenders) hereby agree that the Defaults or Events of Default that have resulted from the Borrowers’ admission that they would become unable following are hereby waived: (i) the failure (x) to pay their debts as they generally become due is hereby waived (and any related breach of a representation or warranty is hereby similarly waiveddeliver by the periods required by Sections 6.01(a), 6.01(b) and 6.02 of the Credit Agreement, the 2017 Quarterly Financials, 2017 Year-End Financials, 2018 Quarterly Financials, and the Delayed Financials in accordance with GAAP or (y) of the 2017 Quarterly Financials, 2017 Year-End Financials or the 2018 Quarterly Financials to be true, correct and accurate, in each case, by reason of the Inaccurate Matters; (ii) books and records not having been maintained in accordance with GAAP by reason of the Inaccurate Matters; (iii) certifications or representations and warranties made with respect to any financial statements or related information being untrue, incorrect or inaccurate (including any Compliance Certificates or Committed Loan Notices), which financial statements or related information was untrue, incorrect or inaccurate by reason of the Inaccurate Matters; (iv) certifications or representations and warranties made as to the extent any forecasting by the Loan Parties during the Temporary Waiver Period evidences the Borrowers’ inability to pay debts as they come due and owing or insolvency, any Default absence of Defaults or Event of Default arising therefrom is waived. The Temporary Waiver Defaults or accuracy of representations and warranties, which certifications or representations and warranties were untrue, incorrect or inaccurate by reason of the matters described in the other clauses of this Section 4 is effective only in respect 1; (v) the breaches and defaults under Indebtedness of those Specified Events of Default, and except as expressly set forth in this Agreement, no other waivers, amendments any Loan Party or modifications are intended or made by this Agreement. No failure or delay on the part any Restricted Subsidiary that arose out of the Administrative Agentsame or similar breaches or defaults described in the other clauses of this Section 1 (each, a “Cross-Default”); and (vi) the failure to provide notice of the Defaults or any Lender 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 or any Lender under this Agreement, 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 under any Loan Document. Notwithstanding any language herein to the contrary, nothing herein is intended to nor shall waive (temporary or otherwise) or otherwise release the Borrowers or Guarantors from any other Event of Default under any Loan Document that is not a Specified Event of Default. Similarly, notwithstanding any language herein to the contrary, nothing herein is intended to nor shall release the Borrowers or Guarantors from any Specified Event of Default, except for such Temporary Waiver as specified herein. Further, any post-default interest payable at the Default Rate resulting from the Specified Events of Default which would otherwise applydescribed in the other clauses of this Section 1 promptly following occurrence thereof. (d) The Required Lenders (and, is hereby waived for as it relates to the Specified Events covenant in Section 7.10 of Default for the duration of the Temporary Waiver Period, unless (i) a Default or Event of Default other than the Specified Events of Default occurs or has occurred, or, (ii) following the Termination Date, the Administrative Agent elects in its sole discretion (or is otherwise directed by the Required Lenders), to assess post-default interest at the Default Rate in accordance with the Credit Agreement and so notifies any condition set forth in Section 4.02 to any Credit Extension under the Borrowers.Revolving Credit Facility, the Required Revolving Lenders) hereby agree that the representations and warranties and certifications made pursuant to the Loan Documents at any time on or prior to the Waiver Relief End Date shall not be deemed to be untrue, incorrect or inaccurate, to the extent they may be untrue, incorrect or inaccurate by reason of the Inaccurate Matters (solely with respect to the representations and warranties in Section 5.05(a) or (b) or Section 5.14) or matters described in the other clauses of this Section 1. For purposes of this Amendment, the following terms have the meanings set forth below: