The Administrative Agent and the Lenders waive any Default or Event of Default arising solely due to any or all of the following, to the extent occurring before the Second Amendment Date: (a) Company’s failure to provide (i) the certificate of its independent registered certified public accountant as required by Section 5.01(a)(ii) of the Existing Credit Agreement, (ii) any management letters prepared by its certified public accounts as required by Section 5.01(a)(iii) of the Existing Credit Agreement, and (iii) written notice to the Administrative Agent of the acquisition of Matrix Applied Technologies, LTD. and Matrix Applied Technologies PTY LTD., each a Foreign Subsidiary, within ten (10) days thereof as required by Section 5.09(a) of the Credit Agreement, and (b) Borrowers’ breach of the representation and warranty set forth in the second sentence of Section 3.17 of the Existing Credit Agreement.