Limited Waiver. Each of the Borrowers hereby acknowledges and agrees that the Existing Event of Default continues to exist as of the date hereof. At the request of and as an accommodation to Borrowers and subject to the terms and conditions set forth herein, Agent and Lenders hereby # waive the Existing Event of Default and # waive compliance with and agree that compliance shall not be required with respect to [Section 6.2] (Minimum Adjusted EBITDA) solely for the measurement periods from # April 1, 2017 to March 31, 2018 and # July 1, 2017 to June 30, 2018, but such financial covenant shall still be tested as of the end of each such measurement period. The limited waiver set forth in this Section 4 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to # except as expressly provided herein, be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Financing Document; # prejudice any right that Agent or the Lenders have or may have in the future under or in connection with the Credit Agreement or any other Financing Document, including, without limitation, the rights of the Agent under [Section 2.1(b)(i)] of the Credit Agreement; # waive any other Event of Default that may exist as of the date hereof; # waive compliance with [Section 6.2] of the Credit Agreement for any period other than with respect to the measurement periods from # January 1, 2017 to December 31, 2017, # April 1, 2017 to March 31, 2018 and # July 1, 2017 to June 30, 2018; or # establish a custom or course of dealing among any of the Credit Parties, on the one hand, or Agent or any Lender, on the other hand.

Limited Waiver. On the Second Amendment Effective Date, Agent and the Lenders party hereto waive the Specified Event of Default, which waiver shall not be applicable to any other circumstance or condition, and shall not be construed as a waiver of any other or future Default or Event of Default under the Credit Agreement that would require a waiver by any one or more Lenders. The waiver contained in this Section 7 is a limited waiver and # shall only be relied upon and used for the specific purpose set forth herein, # shall not constitute nor be deemed to constitute a waiver, except as otherwise expressly set forth herein, of any term or condition of the Credit Agreement and the other Loan Documents, # shall not constitute nor be deemed to constitute a consent by Agent or any Lender to anything other than the specific purpose set forth herein and # shall not constitute a custom or course of dealing among the parties hereto.

Limited Waiver. Subject to the terms and conditions set forth herein, the Lenders signatory hereto hereby waive the Specified Default arising solely from the Borrowers' delivery of an audit report containing the Going Concern Qualification with respect to the 2018 Audited Financial Statements.

Limited Waiver. Lender hereby waives any Default, whether currently existing, previously having existed and having been cured, or previously waived (whether formally or informally), or any Event of Default that arose or could be deemed, or might have been deemed, to have arisen, directly or indirectly, from and after the date of the Agreement through and including the date of this Amendment as a result of any failure by Borrower with respect to any cross-defaults under the Agreement in respect of the “Specified Events of Default,” as defined in that certain LIMITED WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated on or about the date hereof, among Term Agent, Borrower and the other parties thereto. It is the Loan Parties’ specific intention that this waiver placed each of them in the same position, from the date of the Agreement through and including the date of this Amendment, as each would have been if no alleged existing Default or Event of Default (if one arose or could be deemed, or might have been deemed, to have arisen, directly or indirectly) had ever occurred.

Limited Waiver. Borrower was in non-compliance with the requirement of [Section 7.13.1] of the Credit Agreement for the period ending March 31, 2019 and the requirement of [Section 7.13.3] of the Credit Agreement for the period ending March 31, 2019, which failures constituted Events of Default under [Section 8.1.4] of the Credit Agreement (the “Specified Non-Compliance Items Items”). Agent, on behalf of the Lenders, hereby waives the Specified Non-Compliance Items effective as of the date hereof. Except as specifically set forth above in relation to the Specified Non-Compliance Items, nothing contained in this Amendment or any other communication between Agent, any Lender, Borrower or any other Loan Party shall be a waiver of any past, present or future non-compliance, violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to the Specified Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender to exercise any right, privilege or remedy as a result of the violations set forth above shall not directly or indirectly in any way whatsoever either # impair, prejudice or otherwise adversely affect the rights of Agent or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, # amend or alter any provision of the Credit Agreement or any Loan Document or any other contract or instrument or # constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any Loan Document.

Limited Waiver. Subject to the terms and conditions set forth herein, effective as of April 29, 2020 (the “Effective Date”), the Administrative Agent, on behalf of the Majority Lenders, hereby waives the Specified Defaults arising solely from # the Borrower’s delivery of an audit report of the Parent and its Subsidiaries containing the Going Concern Qualification with respect to the 2019 Audited Financial Statements and # the Borrower’s delivery of the 2019 Financial Deliverable Package after the 2019 Financial Statements Delivery Deadline. The limited waiver set forth in this Section 1 (the “Waiver”) is limited to the extent expressly set forth herein and no other terms, covenants or provisions of the Credit Agreement or any other Loan Document shall in any way be affected hereby. The Waiver is granted only with respect to the Specified Defaults relating to the 2019 Financial Deliverable Package, and shall not apply to any financial statements for any other fiscal year or period, any other breach of the terms of the Credit Agreement, or any actual or prospective default or breach of any other provision of the Credit Agreement or any other Loan Document. Other than with respect to the Going Concern Qualification and the 2019 Financial Statements Delivery Deadline, the Waiver does not waive any other requirement with respect to delivery of the 2019 Financial Deliverable Package. The Waiver shall not in any manner create a course of dealing or otherwise impair the future ability of the 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 the Specified Defaults specifically and expressly waived in, and subject to the terms of, the Waiver.

Limited Waiver. Subject to the terms and conditions set forth herein, the Lenders signatory hereto hereby waive the Specified Default; provided that each of the parties hereto agrees that, notwithstanding anything to the contrary in the Credit Agreement, a failure by the Borrower to deliver the 2018 Audited Financial Statements to the Administrative Agent on or prior to May 31, 2019 shall constitute an immediate Event of Default.

Limited Waiver. On the Effective Date and provided that all defaults and events of default under the Subordinated Debt Documents shall have been waived, Agent and Lenders hereby waive the Events of Default set forth on Attachment 3 attached hereto and made a part hereof (collectively, the “Existing Events of Default”). The limited waiver set forth in this Section 11 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to: # except as expressly provided herein, be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Financing Document; # prejudice any right that Agent or the Lenders have or may have in the future under or in connection with the Credit Agreement or any other Financing Document; # waive any other Event of Default that may exist as of the date hereof; # waive compliance with any provision of the Credit Agreement for any period other than for the limited periods as specifically set forth on Attachment 3; or # establish a custom or course of dealing among any of the Credit Parties, on the one hand, or Agent or any Lender, on the other hand.

Limited Waiver. Effective as of the Third Amendment Effective Date, and subject to the terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, each Lender hereby waives compliance by the Borrower with [Section 8.6] of the Credit Agreement, solely for the Fiscal Quarters ending June 28, 2020, September 27, 2020 and December 27, 2020 (and for this purpose such waiver shall be interpreted as if the Borrower was not required to comply with [Section 8.6] of the Credit Agreement for the Fiscal Quarters ending June 28, 2020, September 27, 2020 and December 27, 2020). The foregoing waiver is a one-time waiver and applies only to the specified circumstances and does not modify or otherwise affect the Credit Parties’ obligations to comply with such provisions of the Credit Agreement or any other provision of the Loan Documents in any other instance. The foregoing limited waiver shall not be deemed or otherwise construed to constitute a waiver of any other provision or to prejudice any right, power or remedy which the Administrative Agent or any Lender may not have or may have in the future under or in connection with the Credit Agreement or any other Loan Document, all of which rights, powers and remedies are hereby expressly reserved by the Administrative Agent and the Lenders. The agreements and consents set forth in this Section 2.1 are limited to the extent specifically set forth above and not other terms, covenants or provisions of the Credit Agreement or the other Loan Documents are intended to be affected hereby.

Limited Consent and Waiver. Upon satisfaction or waiver of the conditions set forth in Section 4 of this Amendment, the Lenders signatory hereto hereby # consent to the consummation of the Beckham Acquisition and the transactions contemplated to occur in connection therewith pursuant to the terms of, and as contemplated by, the Beckham Merger Agreement and # waive any Event of Default occurring prior to the date hereof in connection with actions undertaken in contemplation of, and to facilitate, the Beckham Acquisition.