Effective as of the Effective Date but subject to the satisfaction of the conditions precedent set forth in Article III below, the Administrative Agent and the Lenders agree to waive, until the earlier of (x) the date on which the waivers provided under the May 2016 Note Waiver (as defined in Article III below) expire, terminate or otherwise are of no force and effect (with the understanding that such waivers may be extended by the noteholders subject thereto consistent with the terms hereof beyond June 30, 2016) and (y) July 31, 2016 (the “ Waiver Expiry Date ”), the requirement that the Borrower deliver audited annual financial statements for fiscal year 2015 without any going concern modifier and agree that the failure to deliver audited annual financial statements for fiscal year 2015 without a going concern modifier (or the existence of audited annual financial statements for fiscal year 2015 with a going concern modifier) shall not constitute a Default or Event of Default until the Waiver Expiry Date.  An immediate Event of Default shall occur under the Credit Agreement if such financials are not delivered by the Waiver Expiry Date.  In addition, subject to the remainder hereof, the Administrative Agent and the Lenders agree to waive, until the Waiver Expiry Date, the Borrower’s compliance with Sections 6.21(a) and (b) of the Credit Agreement for the quarter ended March 31, 2016, and agree that the failure to comply with such financial covenants for the fiscal quarter ended March 31, 2016 shall not constitute a Default or Event of Default until the Waiver Expiry Date; provided , however , that if the Leverage Ratio as of the end of such quarter exceeds 3.90 to 1.00, or the Fixed Charge Coverage Ratio as set forth in Section 6.21(a) of the Credit Agreement is less than 1.00 to 1.00 as of the end of such quarter, then the waiver provided hereby shall be null, void and of no further force and effect; provided , further that the Borrower shall report on the Leverage Ratio and the Fixed Charge Coverage Ratio as and when required by the Credit Agreement.  The foregoing waivers do not and shall not apply to any other Default or Event of Default that may currently be outstanding, and shall not apply to any future Default or Event of Default.  The Borrower, on its behalf and on behalf of its Subsidiaries and Affiliates, agrees that the foregoing waivers do not constitute or represent any agreement or commitment by the Administrative Agent or any Lender to provide any other modifications to the Credit Agreement or any other Loan Document.  The Borrower agrees and confirms that it will promptly inform the Administrative Agent of any extension of the waivers provided under the May 2016 Note Waiver or the expiry or termination thereof.