Common use of Limited Waivers Clause in Contracts

Limited Waivers. The undersigned, constituting the Required Holder under the SPA, hereby waives: (a) each of the covenants or other provisions or agreements identified on Exhibit 1 attached to this Amendment and Waiver, solely to the extent described on Exhibit 1. Each such respective waiver shall remain effective only if the Issuer complies with the applicable respective restated obligation (if any) specified therefor on Exhibit 1; and (b) any Default or Event of Default in connection with Sections 6.01(h), (i), (k), (m), (s), (aa), (ee), (ii), (jj), (kk), (mm), and (oo), 7.01(b), 7.03 and 9.01(n) of the SPA arising from, or in connection with, the incurrence or existence of any VAT Liability of FFN, the Issuer or any Subsidiary of FFN or the Issuer through the Second Amendment Effective Date (with no cure being required) that relates to activities of Various, Inc. or its Subsidiaries prior to July 1, 2008. (c) The parties hereto agree and acknowledge that (i) for purposes of Section 9 of the Seller Note Subordination Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Interactive Agent for purposes of Section 9 of the Seller Note Subordination Agreement with respect to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes, (ii) for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Lien Collateral Agent for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement with respect to the modifications set forth in the waiver from the holders of the Second Lien Notes dated as of the Second Amendment Effective Date (the “Second Lien Waiver”), (iii) the Required Holders of this Amendment and Waiver and the holders of the Second Lien Notes pursuant to the Second Lien Waiver in their capacity as Second Lien Claimholders consent to the modification of the Subordinated Notes for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement (for the avoidance of doubt, the Required Holders make no representation or warranty as to whether such consent is sufficient for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement), and (iv) payment of the amendment and waiver fees pursuant to the Other Waivers, payment in kind of any interest on the Subordinated Notes or payment in kind of any interest to be paid pursuant to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes are not subject to the payment subordination provisions of Section 4.1 of the PMGI Senior Lien Intercreditor Agreement or Section 4.1 of the Interactive First Lien Intercreditor Agreement; provided, for the avoidance of doubt, that no interest on the Subordinated Notes or the Seller Notes will be paid in cash until the prior repayment in full in cash of the Notes.

Limited Waivers. The undersigned, constituting the Required Holder under the SPASSA, hereby waives: (a) each of the covenants or other provisions or agreements identified on Exhibit 1 attached to this Amendment and Waiver, solely to the extent described on Exhibit 1. Each such respective waiver shall remain effective only if the Issuer complies with the applicable respective restated obligation (if any) specified therefor on Exhibit 1; and (b) any Default or Event of Default in connection with Sections 6.01(h), (i), (k), (m), (s), (aa), (ee), (ii), (jj), (kk), (mm), and (oo), 7.01(b), 7.03 and 9.01(n) of the SPA SSA arising from, or in connection with, the incurrence or existence of any VAT Liability of FFN, the Issuer or any Subsidiary of FFN or the Issuer through the Second Amendment Effective Date (with no cure being required) that relates to activities of Various, Inc. or its Subsidiaries prior to July 1, 2008. (c) The parties hereto agree and acknowledge that (i) for purposes of Section 9 of the Seller Note Subordination Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Second Interactive Agent for purposes of Section 9 of the Seller Note Subordination Agreement with respect to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes, (ii) for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Lien Collateral Agent for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement with respect to the modifications set forth in the waiver from the holders of the Second Lien Notes dated as of the Second Amendment Effective Date (the “Second Lien Waiver”), (iii) the Required Holders of this Amendment and Waiver and the holders of the Second Lien Senior Secured Notes pursuant to the Second Lien Waiver waiver from the holders of the Senior Secured Notes in their capacity as Second Lien Claimholders consent to the modification of the Subordinated Notes for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement (for the avoidance of doubt, the Required Holders make no representation or warranty as to whether such consent is sufficient for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement), and (iviii) payment of the amendment and waiver fees pursuant to the Other Waivers, payment in kind of any interest on the Subordinated Notes or payment in kind of any interest to be paid pursuant to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes are not subject to the payment subordination provisions of Section 4.1 of the PMGI Senior Lien Intercreditor Agreement or Section 4.1 of the Interactive First Lien Intercreditor Agreement; provided, for the avoidance of doubt, that no interest on the Subordinated Notes or the Seller Notes will be paid in cash until the prior repayment in full in cash of the Seller Secured Notes.

Limited Waivers. The undersigned, constituting the Required Holder under the SPA, hereby waives: (a) each The Agent and the Lenders hereby waive the provisions of Section 6.3(a) of the covenants or other provisions or agreements identified on Exhibit 1 attached Credit Agreement to this Amendment the extent, and Waiver, solely to the extent described extent, necessary to permit the Borrower to incur on Exhibit 1. Each such respective waiver shall remain effective only if or prior to May 31, 2005 unsecured Indebtedness in an aggregate amount not to exceed $125,000,000 on terms and subject to conditions substantially similar to the Issuer complies with terms and conditions set forth in the applicable respective restated obligation Description of Notes that was delivered to the Agent on the date hereof (if any) specified therefor on Exhibit 1; andthe foregoing transaction is referred to herein as the “Senior Notes Issuance”). (b) any As long as no Default or Event of Default in connection with has occurred and is continuing at the time of the Encore Stock Purchase (as defined below) and after giving effect thereto, the Agent and the Lenders hereby waive the provisions of Sections 6.01(h)6.2 and 6.5 of the Credit Agreement to the extent, and solely to the extent, necessary to permit the purchase by Borrower all of the Stock of Encore Software owned by Mxxxxxx Xxxx on or prior to May 31, 2005 for an aggregate purchase price consisting solely of (i), (k), (m), (s), (aa), (ee), (ii), (jj), (kk), (mm)) an amount not to exceed $1,000,000 payable in cash, and (ooii) up to a maximum of 600,000 shares of common Stock of Borrower, in each case pursuant to and in accordance with a stock purchase agreement and other related agreements, documents, opinions, certificates, and other instruments, each of which shall be in form and substance satisfactory to the Agent (the foregoing transaction is referred to herein as the “Encore Stock Purchase”); provided, 7.01(b), 7.03 and 9.01(n) that promptly upon the consummation of the SPA arising fromEncore Stock Purchase, or Borrower shall pledge to the Agent, for the benefit of the Agent and the Lenders, all of the Stock acquired by Borrower pursuant to the Encore Stock Purchase as additional collateral security for the Obligations pursuant to documentation in connection with, form and substance satisfactory to the incurrence or existence of any VAT Liability of FFN, the Issuer or any Subsidiary of FFN or the Issuer through the Second Amendment Effective Date (with no cure being required) that relates to activities of Various, Inc. or its Subsidiaries prior to July 1, 2008Agent. (c) The parties hereto agree Agent and acknowledge that (i) for purposes the Lenders hereby waive the provisions of Section 9 6.7 of the Seller Note Subordination AgreementCredit Agreement to the extent, and solely to the execution extent, necessary to permit the Borrower to place the net proceeds received by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of Borrower from the Senior Interactive Agent for purposes of Section 9 of Notes Issuance (the Seller Note Subordination Agreement with respect “Senior Notes Proceeds”) in an investment account (the “Securities Account”) and grant to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes, (ii) trustee for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Lien Collateral Agent for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement with respect to the modifications set forth in the waiver from the holders of the Second Lien notes issued pursuant to the Senior Notes dated as of the Second Amendment Effective Date Issuance (the “Second Lien WaiverTrustee”)) a first priority perfected security interest in such Securities Account pursuant to an account control agreement (the “Account Control Agreement”) (which shall be in form and substance satisfactory to the Agent) by and among the Borrower, the Trustee and a securities intermediary until the earlier of (iiii) the Required Holders of this Amendment and Waiver and time at which the holders of FUNimation Acquisition is consummated or (ii) the Second Lien time at which the Senior Notes Proceeds are returned to the Trustee, in each case pursuant to the Second Lien Waiver in their capacity as Second Lien Claimholders consent to the modification of the Subordinated Notes for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement (for the avoidance of doubt, the Required Holders make no representation or warranty as to whether such consent is sufficient for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Account Control Agreement), and (iv) payment of the amendment and waiver fees pursuant to the Other Waivers, payment in kind of any interest on the Subordinated Notes or payment in kind of any interest to be paid pursuant to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes are not subject to the payment subordination provisions of Section 4.1 of the PMGI Senior Lien Intercreditor Agreement or Section 4.1 of the Interactive First Lien Intercreditor Agreement; provided, for the avoidance of doubt, that no interest on the Subordinated Notes or the Seller Notes will be paid in cash until the prior repayment in full in cash of the Notes.

Limited Waivers. The undersignedfollowing provisions (collectively, constituting the Required Holder under the SPA, hereby waives: (a“Subject Provisions”) each of the covenants or other provisions or agreements identified on Exhibit 1 attached to this Amendment shall be deemed waived and Waiver, solely to the extent described on Exhibit 1. Each such respective waiver shall remain effective only if the Issuer complies with the applicable respective restated obligation (if any) specified therefor on Exhibit 1; and (b) any no Default or Event of Default in connection with shall be deemed to result from any violation thereof: (i) Section 6.01(f) to the extent relating to the filing of the Chapter 11 Cases; (ii) Sections 6.01(h5.01(h), (i), (kj), (m), (sn), (aap), (eer), (iix) and (cc), and 5.02(b)(iii), (jje), (kkl), (mm), s) and (oo), 7.01(b), 7.03 and 9.01(nw) of the SPA arising from, or in connection withLoan Agreement solely to the extent relating to the Georgia Tech Hotel, the incurrence or existence of any VAT Liability of FFNGeorgia Tech Ground Lease, the Issuer or Georgia Tech Operating Lease, the Georgia Tech Borrower, the Georgia Tech Pledgor and any Subsidiary of FFN or the Issuer through the Second Amendment Effective Date (with no cure being required) that relates to activities of Various, Inc. or its Subsidiaries prior to July 1, 2008.Georgia Tech Entity only; (ciii) The parties hereto agree and acknowledge that (iSection 5.02(k) for purposes of Section 9 of the Seller Note Subordination Agreement, Loan Agreement to the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent extent relating to Equity Transfers of the Senior Interactive Agent Parent Guarantor’s common stock to the Brookfield Investor, including by a debt for purposes of Section 9 equity conversion or exchange or by a sale, in each case pursuant to the Approved Reorganization Plan; and (iv) Sections 5.01(m), (p), (r) and 5.02(l) of the Seller Note Subordination Loan Agreement to the extent relating to the Approved Management Agreement and the termination of the Georgia Tech Ground Lease with respect to the modifications as Georgia Tech Hotel. Without limiting the generality of the provisions of Section 9.01 of the Loan Agreement, the waivers set forth in Exhibit D this subsection (a) shall be limited precisely as written, and as described in Exhibit E nothing herein shall be deemed to (A) constitute a waiver of compliance by any Loan Party with respect to the Seller Notesany other term, (ii) for purposes of Section 5.3(b) provision or condition of the Interactive First Lien Intercreditor Loan Documents or any other instrument or agreement referred to in any of them, or (B) prejudice any right or remedy that any Lender may now have or may have in the future under or in connection with the Loan Agreement, the execution by U.S. Bank National Association other Loan Documents or any other instrument or agreement referred to in any of this Amendment and Waiver constitutes the prior written consent of the Senior Lien Collateral Agent for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement with respect to the modifications set forth in the waiver from the holders of the Second Lien Notes dated as of the Second Amendment Effective Date (the “Second Lien Waiver”), (iii) the Required Holders of this Amendment and Waiver and the holders of the Second Lien Notes pursuant to the Second Lien Waiver in their capacity as Second Lien Claimholders consent to the modification of the Subordinated Notes for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement (for them or under applicable Legal Requirements. For the avoidance of doubt, the Required Holders make no representation or warranty as to whether such consent is sufficient for purposes of Section 5.5(b) waivers of the PMGI Senior Lien Intercreditor Agreement), and (iv) payment of Subject Provisions set forth herein shall not be effective until the amendment and waiver fees Final Effective Date occurs pursuant to the Other Waivers, payment in kind Section 6 of any interest on the Subordinated Notes or payment in kind of any interest to be paid pursuant to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes are not subject to the payment subordination provisions of Section 4.1 of the PMGI Senior Lien Intercreditor Agreement or Section 4.1 of the Interactive First Lien Intercreditor Agreement; provided, for the avoidance of doubt, that no interest on the Subordinated Notes or the Seller Notes will be paid in cash until the prior repayment in full in cash of the Notesthis Amendment.

Limited Waivers. The undersigned, constituting Subject to the Required Holder under the SPA, hereby waives: (a) each satisfaction of the covenants terms and conditions of Section 5 hereof, and in reliance on the representation contained in Section 6 hereof, on the Effective Date, with respect to the creation , existence and future operation of the Excluded Subsidiary, the Lender waives compliance with any requirement (and any resulting Default or other provisions or agreements identified on Exhibit 1 attached to this Amendment and WaiverEvent of Defaults that would result from such non-compliance) of the Existing Loan Agreement, solely including, without limitation: (i) Section 12(e) to the extent described the formation of the Excluded Subsidiary would be prohibited unless such Excluded Subsidiary would become a Guarantor and execute and deliver to Lender a Subsidiary Security Agreement; (ii) Section 12(e)(iii) to the extent transfer of the Xcede Assets constitutes a disposition of assets by the Borrower or by Guarantor outside the ordinary course of business; (iii) Section 12(e)(v) to the extent that any future transactions of the Excluded Subsidiary, including, without limitation, any capital raising, debt raising or operational activities approved by the Borrower or any Guarantor may constitute a transaction outside the ordinary course of its respective business; (iv) Section 12(g)(i) to the extent the transfer of the Xcede Assets to the Excluded Subsidiary constitutes an acquisition of, or investment in, stock of any Person; (v) Section 12(c) to the extent that any future financing or equity raising activity of the Excluded Subsidiary approved by the Borrower or any Guarantor may constitute permission to create a lien, claim, security interest or other encumbrance on Exhibit 1any of the Borrower or any Guarantor’s assets; and (vi) Sections 10(r) and 11(i) to the extent that the transfer of intellectual property to the Excluded Subsidiary as part of the Xcede Assets may constitute a breach of such warranty, representation or covenant. Each such respective The grant by the Lender of the above waivers shall not be construed as, and does not constitute, a waiver shall remain effective only if the Issuer complies with the applicable respective restated obligation (if any) specified therefor on Exhibit 1; and (b) of any other existing Default or Event of Default in connection with Sections 6.01(h), (i), (k), (m), (s), (aa), (ee), (ii), (jj), (kk), (mm), and (oo), 7.01(b), 7.03 and 9.01(n) of under the SPA arising from, or in connection with, the incurrence or existence of any VAT Liability of FFN, the Issuer or any Subsidiary of FFN or the Issuer through the Second Amendment Effective Date (with no cure being required) that relates to activities of Various, Inc. or its Subsidiaries prior to July 1, 2008Existing Loan Agreement. (c) The parties hereto agree and acknowledge that (i) for purposes of Section 9 of the Seller Note Subordination Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Interactive Agent for purposes of Section 9 of the Seller Note Subordination Agreement with respect to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes, (ii) for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Lien Collateral Agent for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement with respect to the modifications set forth in the waiver from the holders of the Second Lien Notes dated as of the Second Amendment Effective Date (the “Second Lien Waiver”), (iii) the Required Holders of this Amendment and Waiver and the holders of the Second Lien Notes pursuant to the Second Lien Waiver in their capacity as Second Lien Claimholders consent to the modification of the Subordinated Notes for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement (for the avoidance of doubt, the Required Holders make no representation or warranty as to whether such consent is sufficient for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement), and (iv) payment of the amendment and waiver fees pursuant to the Other Waivers, payment in kind of any interest on the Subordinated Notes or payment in kind of any interest to be paid pursuant to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes are not subject to the payment subordination provisions of Section 4.1 of the PMGI Senior Lien Intercreditor Agreement or Section 4.1 of the Interactive First Lien Intercreditor Agreement; provided, for the avoidance of doubt, that no interest on the Subordinated Notes or the Seller Notes will be paid in cash until the prior repayment in full in cash of the Notes.

Limited Waivers. The undersigned, constituting the Required Holder under the SPA, hereby waives: (a) each The Agent and the Lenders hereby waive the provisions of (1) clause (v) of Section 6.1 of the covenants or other provisions or agreements identified on Exhibit 1 attached Credit Agreement to this Amendment the extent, and Waiver, solely to the extent described on Exhibit 1. Each such respective waiver shall remain effective only if extent, to permit the Issuer complies with Borrower and the applicable respective restated obligation New Subsidiaries to incur the Earnout Portion of the FUNimation Purchase Price and (if any2) specified therefor on Exhibit 1; and clause (bvi) any Default or Event of Default in connection with Sections 6.01(h), (i), (k), (m), (s), (aa), (ee), (ii), (jj), (kk), (mm)6.1 of the Credit Agreement to the extent, and (oo)solely to the extent, 7.01(b), 7.03 to permit the Borrower and 9.01(n) of the SPA arising from, or in connection with, New Subsidiaries to consummate the incurrence or existence of any VAT Liability of FFN, FUNimation Acquisition pursuant to the Issuer or any Subsidiary of FFN or FUNimation Acquisition Agreements; provided however that it is understood and agreed by the Issuer through the Second Amendment Effective Date (with no cure being required) that relates to activities of Various, Inc. or its Subsidiaries prior to July 1, 2008. (c) The parties hereto agree and acknowledge that (i) for purposes of Section 9 notwithstanding the foregoing limited waiver, no Credit Party shall consummate all or any portion of the Seller Note Subordination Agreement, FUNimation Acquisition unless (x) the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent Credit Parties comply with each of the Senior Interactive Agent for purposes of Section 9 of the Seller Note Subordination Agreement with respect to the modifications as conditions set forth in Exhibit D Section 6.1 relevant to Permitted Acquisitions (other than the provisions of clauses (v) and as described in Exhibit E with respect (vi) of Section 6.1 of the Credit Agreement to the Seller Notesextent waived above) and (y) an amendment to the Credit Agreement relating to the FUNimation Acquisition, in form and substance satisfactory to the Agent in its reasonable discretion, is executed by each of the parties thereto (and payment of an amendment fee equal to $25,000 in connection therewith); (ii) for purposes of Section 5.3(bthe FUNimation Companies and any other entities formed or acquired pursuant to or in connection with the FUNimation Acquisition (each a “FUNimation Entity”) shall become Credit Parties under the Credit Agreement (and each such FUNimation Entity shall fully guaranty the Obligations and the Agent shall be granted a fully perfected first priority Lien (subject to Permitted Encumbrances)on all of the Interactive First Lien Intercreditor Agreementassets of, and equity interests in, each FUNimation Entity to secure the execution by U.S. Bank National Association payment and performance of this Amendment and Waiver constitutes the prior written consent all of the Senior Lien Collateral Agent for purposes of Section 5.3(bObligations) of and shall execute such agreements and documents and take such actions as may be reasonably requested by the Interactive First Lien Intercreditor Agreement with respect to the modifications set forth in the waiver from the holders of the Second Lien Notes dated as of the Second Amendment Effective Date (the “Second Lien Waiver”), Agent; (iii) the Required Holders of this Amendment and Waiver and the holders no portion of the Second Lien Notes FUNimation Purchase Price shall be funded from the proceeds of any Loans; (iv) no Credit Party shall make any investment in one or more FUNimation Companies or any other entity acquired pursuant to the Second Lien Waiver in their capacity as Second Lien Claimholders consent to FUNimation Acquisition and (v) no FUNimation Entity may merge or consolidate with or into any other Credit Party. The Agent and the modification Lenders hereby acknowledge receipt on December 3, 2004 of Borrower’s notice of the Subordinated Notes proposed FUNimation Acquisition for purposes purpose of commencing the 30 Business Days’ prior written notice period required pursuant to clause (i) of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement (for the avoidance of doubt, the Required Holders make no representation or warranty as to whether such consent is sufficient for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement), and (iv) payment of the amendment and waiver fees pursuant to the Other Waivers, payment in kind of any interest on the Subordinated Notes or payment in kind of any interest to be paid pursuant to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes are not subject to the payment subordination provisions of Section 4.1 of the PMGI Senior Lien Intercreditor Agreement or Section 4.1 of the Interactive First Lien Intercreditor Agreement; provided, for the avoidance of doubt, that no interest on the Subordinated Notes or the Seller Notes will be paid in cash until the prior repayment in full in cash of the Notes.6.1

Limited Waivers. The undersigned, constituting the Required Holder under the SPA, hereby waives: (a) each Borrower acknowledges and agrees that one or more Defaults or Events of Default have occurred and are continuing (or may have occurred and be continuing) resulting from (i) the Borrower’s failure to comply with the financial covenants set forth in Section 6.7(a) of the covenants Credit Agreement as of December 31, 2022, (ii) any amendments, supplements, waivers or other provisions or agreements identified on Exhibit 1 attached to this Amendment and Waiver, solely modifications to the extent CartiHeal Milestone Payments and/or the CartiHeal Equity Purchase Agreement, in each case, pursuant to the CartiHeal Settlement Agreement (as defined in the Amended Credit Agreement), (iii) the disposition of equity interests in CartiHeal and the payment of Settlement Consideration (as defined in the CartiHeal Settlement Agreement), in each case, pursuant to the CartiHeal Settlement Agreement, (iv) any failure to provide notice pursuant to Section 5.1(h) of the Credit Agreement of any Defaults or Events of Default resulting from the events or circumstances described on Exhibit 1. Each such respective waiver shall remain effective only if in the Issuer complies with foregoing clauses (i) through (iii), or (v) any representation, warranty or certification as to the applicable respective restated obligation (if any) specified therefor on Exhibit 1; and (b) absence of any Default or Event of Default that was made (or deemed made) by the Borrower in connection with Sections 6.01(h)the borrowing of Revolving Loans on January 25, 2023 or February 16, 2023 being false as a result of any Default or Event of Default resulting from the events or circumstances described in the foregoing clauses (i) through (iv) (collectively, the “Specified Events of Default”). Pursuant to the request of Xxxxxxxx and subject to the covenants and terms and conditions set forth herein and in reliance on the representations and warranties set forth herein, the Consenting Lenders and Administrative Agent hereby waive the Specified Events of Default (kthe “Waiver”). The Waiver shall be limited precisely as written and shall not be deemed to constitute: (a) an amendment, consent or waiver of any other terms or conditions of any of the Credit Documents; or (m)b) a consent to any future amendment, consent or waiver, whether of any subsequent breach of the same provisions or otherwise. (s), (aa), (ee), (ii), (jj), (kk), (mm), b) The Consenting Lenders and (oo), 7.01(b), 7.03 and 9.01(nthe Administrative Agent hereby waive the requirement pursuant to Section 2.13(a) of the SPA arising from, or Credit Agreement to provide advanced written notice in connection with, respect of the incurrence or existence of any VAT Liability of FFN, the Issuer or any Subsidiary of FFN or the Issuer through the Second Fourth Amendment Effective Date Prepayment (with no cure being required) that relates to activities of Various, Inc. or its Subsidiaries prior to July 1, 2008as defined below). (c) The parties hereto agree and acknowledge that (i) for purposes of Section 9 of the Seller Note Subordination Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Interactive Agent for purposes of Section 9 of the Seller Note Subordination Agreement with respect to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes, (ii) for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Lien Collateral Agent for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement with respect to the modifications set forth in the waiver from the holders of the Second Lien Notes dated as of the Second Amendment Effective Date (the “Second Lien Waiver”), (iii) the Required Holders of this Amendment and Waiver and the holders of the Second Lien Notes pursuant to the Second Lien Waiver in their capacity as Second Lien Claimholders consent to the modification of the Subordinated Notes for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement (for the avoidance of doubt, the Required Holders make no representation or warranty as to whether such consent is sufficient for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement), and (iv) payment of the amendment and waiver fees pursuant to the Other Waivers, payment in kind of any interest on the Subordinated Notes or payment in kind of any interest to be paid pursuant to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes are not subject to the payment subordination provisions of Section 4.1 of the PMGI Senior Lien Intercreditor Agreement or Section 4.1 of the Interactive First Lien Intercreditor Agreement; provided, for the avoidance of doubt, that no interest on the Subordinated Notes or the Seller Notes will be paid in cash until the prior repayment in full in cash of the Notes.

Limited Waivers. The undersigned, constituting Subject to the Required Holder under the SPA, hereby waives: (a) each satisfaction of the covenants terms and conditions of Section 5 hereof, and in reliance on the representation contained in Section 6 hereof, on the Effective Date, with respect to the creation, existence and operation of the Excluded Subsidiary, the Lender waives compliance with any requirement (and any resulting Default or other provisions or agreements identified on Exhibit 1 attached to this Amendment and WaiverEvent of Defaults that would result from such non-compliance) of the Existing Loan Agreement including, solely without limitation: (i) Section 4.01(q) to the extent described that the Excluded Subsidiary will not become a Guarantor and will not execute and deliver to Lender a Guarantor Security Agreement; (ii) Section 4.02(e) to the extent transfer of the Xcede Assets constitutes a material disposition of assets by the Borrower or by any Guarantor outside the ordinary course of business; (iii) Section 4.02(b) to the extent that any future transactions of the Excluded Subsidiary, including, without limitation, any capital raising, debt raising or operational activities approved by the Borrower or any Guarantor may constitute a transaction proscribed by thereunder; (iv) Section 4.02(f) to the extent the transfer of the Xcede Assets to the Excluded Subsidiary in exchange for the issuance of shares of the Excluded Subsidiary constitutes an acquisition of, or investment in, stock of any Person; (v) Section 4.02(a) to the extent that any future financing or equity raising activity of the Excluded Subsidiary approved by the Borrower or any Guarantor may constitute permission to create a lien, claim, security interest or other encumbrance on Exhibit 1. Each such respective the assets of any Excluded Subsidiary of the Borrower or any Guarantor; (vi) Section 4.02(i) to the extent the Excluded Subsidiary may issue shares to investors not owned or controlled by the Borrower or any Guarantor; (vii) Section 4.02(c) to the extent the Excluded Subsidiary assumes the lease of DBM for the premises at 1000 00xx Xxxxxx XX, Xxxxxxxxx, XX; (viii) Section 4.01(f) to the extent that Borrower or any Guarantor may not provide access to Lender to inspect the books and records and/or the property of the Excluded Subsidiary; and (ix) the remainder of Section 4.01 to the extent that Borrower or any Guarantor shall fail to cause the Excluded Subsidiary to perform or comply with any other requirement that could be imposed upon each Subsidiary under that Section .. The grant by the Lender of the above waivers shall not be construed as, and does not constitute, a waiver shall remain effective only if the Issuer complies with the applicable respective restated obligation (if any) specified therefor on Exhibit 1; and (b) of any other existing Default or Event of Default in connection with Sections 6.01(h), (i), (k), (m), (s), (aa), (ee), (ii), (jj), (kk), (mm), and (oo), 7.01(b), 7.03 and 9.01(n) of under the SPA arising from, or in connection with, the incurrence or existence of any VAT Liability of FFN, the Issuer or any Subsidiary of FFN or the Issuer through the Second Amendment Effective Date (with no cure being required) that relates to activities of Various, Inc. or its Subsidiaries prior to July 1, 2008Existing Loan Agreement. (c) The parties hereto agree and acknowledge that (i) for purposes of Section 9 of the Seller Note Subordination Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Interactive Agent for purposes of Section 9 of the Seller Note Subordination Agreement with respect to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes, (ii) for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Lien Collateral Agent for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement with respect to the modifications set forth in the waiver from the holders of the Second Lien Notes dated as of the Second Amendment Effective Date (the “Second Lien Waiver”), (iii) the Required Holders of this Amendment and Waiver and the holders of the Second Lien Notes pursuant to the Second Lien Waiver in their capacity as Second Lien Claimholders consent to the modification of the Subordinated Notes for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement (for the avoidance of doubt, the Required Holders make no representation or warranty as to whether such consent is sufficient for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement), and (iv) payment of the amendment and waiver fees pursuant to the Other Waivers, payment in kind of any interest on the Subordinated Notes or payment in kind of any interest to be paid pursuant to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes are not subject to the payment subordination provisions of Section 4.1 of the PMGI Senior Lien Intercreditor Agreement or Section 4.1 of the Interactive First Lien Intercreditor Agreement; provided, for the avoidance of doubt, that no interest on the Subordinated Notes or the Seller Notes will be paid in cash until the prior repayment in full in cash of the Notes.

Limited Waivers. The undersigned, constituting the Required Holder under the SPA, hereby waives: (a) each The Borrowers acknowledge and agree that (i) certain Events of Default have occurred under the Loan Agreement as a result of the Borrowers' failure, (A) as of June 30, 2002, to comply with the covenants or other provisions or agreements identified on Exhibit 1 attached to this Amendment set forth in Section 6 (Financial Covenants) of the Loan Agreement and Waiver, solely in the Financial Covenants Rider to the extent described Loan Agreement; and (B) as of the date of this Agreement, (x) to make the payments required under Section 2.4(B)(1) of the Loan Agreement, (y) to pay interest due on Exhibit 1. Each such respective waiver shall remain effective only if the Issuer complies Subordinated Debt, and (z) to provide in a timely manner certain information required under Section (B) and Section (E), respectively, of the Reporting Rider to the Loan Agreement, (each an "Existing Default" and collectively, the "Existing Defaults") and (ii) certain Events of Default will probably occur under the Loan Agreement as a result of the anticipated failure of the Borrowers to comply with the applicable respective restated obligation covenants set forth in Section 5.11 (if anyRequired Minimum Excess Availability) specified therefor on Exhibit 1; andof the Loan Agreement, Section 6 (Financial Covenants) of the Loan Agreement and in Section A (Consolidated Tangible Net Worth), Section B (Minimum EBITDA), Section D (Fixed Charges Coverage) and Section E (Minimum InterAct EBITDA) of the Financial Covenants Rider to the Loan Agreement, as of September 30, 2002 (the "Expected Defaults"). (b) any Default or Event Subject to the terms of Default in connection with Sections 6.01(h)this Agreement, (i), (k), (m), (s), (aa), (ee), (ii), (jj), (kk), (mm), and (oo), 7.01(b), 7.03 and 9.01(n) effective as of the SPA arising from, or in connection with, the incurrence or existence of any VAT Liability of FFN, the Issuer or any Subsidiary of FFN or the Issuer through the Second Amendment Effective Date (with no cure being required) that relates to activities of Variousas defined herein), Inc. or its Subsidiaries the Administrative Agent and the Lenders hereby waive the Existing Defaults and the Expected Defaults, as in effect prior to July 1, 2008. (c) giving effect to this Agreement. The parties hereto agree and acknowledge that (i) for purposes of Section 9 foregoing limited waivers shall not apply to any other provisions of the Seller Note Subordination Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Interactive Agent for purposes of Section 9 of the Seller Note Subordination Agreement with respect to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes, (ii) for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement, the execution by U.S. Bank National Association of this Amendment and Waiver constitutes the prior written consent of the Senior Lien Collateral Agent for purposes of Section 5.3(b) of the Interactive First Lien Intercreditor Agreement with respect to the modifications set forth in the waiver from the holders of the Second Lien Notes dated as of the Second Amendment Effective Date (the “Second Lien Waiver”), (iii) the Required Holders of this Amendment and Waiver and the holders of the Second Lien Notes pursuant to the Second Lien Waiver in their capacity as Second Lien Claimholders consent to the modification of the Subordinated Notes for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement (for the avoidance of doubt, the Required Holders make no representation or warranty as to whether such consent is sufficient for purposes of Section 5.5(b) of the PMGI Senior Lien Intercreditor Agreement), and (iv) payment of the amendment and waiver fees pursuant to the Other Waivers, payment in kind of any interest on the Subordinated Notes or payment in kind of any interest to be paid pursuant to the modifications as set forth in Exhibit D and as described in Exhibit E with respect to the Seller Notes are not subject to the payment subordination provisions of Section 4.1 of the PMGI Senior Lien Intercreditor Loan Agreement or Section 4.1 of the Interactive First Lien Intercreditor Agreement; provided, for the avoidance of doubt, that no interest on the Subordinated Notes or the Seller Notes will be paid in cash until the prior repayment in full in cash of the Notesany other periods.