Subject to the terms and conditions of this Agreement, Administrative Agent and the Required Lenders hereby waive any Event of Default that may have occurred under Section 8(d) of the Existing Loan Agreement as a result of the failure to comply with the covenant set forth in Section 7.14 of the Existing Loan Agreement for the fiscal quarter ending on March 31, 2017.  The waiver set forth herein shall be limited precisely as written and relate solely to the noncompliance by the Amendment Parties with Section 7.14 of the Existing Loan Agreement (the “ Waived Provision ”) in the manner and to the extent described above, and nothing in this Amendment shall be deemed to (i) constitute a waiver of compliance by the Amendment Parties or the Loan Parties with respect to (x) the Waived Provision in any other instance or (y) any other term, provision or condition of the Loan Agreement or any other Loan Document; or (ii) prejudice any right or remedy that Administrative Agent or any Lender may now have or may have in the future under or in connection with the Loan Agreement or any other Loan Document.