(a) Mandatory Prepayment. In connection with the Sale Leaseback Transaction and pursuant to Section 2.5(g) of the Credit Agreement, to the extent any Loan Party or any Subsidiary makes any Asset Disposition consisting of Specified M&E, the M&E Term Loans are subject to a mandatory prepayment, and the Borrower Agent is required to pay to the Agent, for the benefit of the Lenders, 100% of the Net Cash Proceeds of the Sale Leaseback Transaction (such requirement, the "Sale Leaseback Mandatory Prepayment”). The undersigned Lenders hereby waive the Sale Leaseback Mandatory Prepayment to the extent any Specified M&E constitutes "Property”. The waiver set forth in this Section 2(a) shall be effective only in this specific instance and for the specific purpose for which it is given, and shall not entitle the Borrower Agent to any other or further waiver in any similar or other circumstances. (b) Debt Incurrence Deadline. In connection with the Sale Leaseback Transaction, the Existing Credit Agreement would require Indebtedness incurred with respect to the Sale Leaseback Transaction to be incurred within a certain 90-day time period (such requirement, the "Debt Incurrence Deadline”). The undersigned Lenders hereby waive the Debt Incurrence Deadline for purposes of incurring the Indebtedness related to the Sale Leaseback Transaction pursuant to Section 8.1(c) of the Credit Agreement. The waiver set forth in this Section 2(b) shall be effective only in this specific instance and for the specific purpose for which it is given, and shall not entitle the Borrower Agent to any other or further waiver in any similar or other circumstances. 3. Consent to Sale Leaseback Transaction. Notwithstanding the restrictions contained in Section 8.5 of the Credit Agreement, the undersigned Lenders hereby consent to the sale of the Property pursuant to and in accordance with the Sale Leaseback Agreement. For the avoidance of doubt, any Indebtedness incurred in connection with the Sale Leaseback Transaction shall be incurred pursuant to Section 8.1(c) of the Existing Credit Agreement for purposes of calculating the $10,000,000 cap provided for therein. The consent set forth in this Section 3 shall be effective only in this specific instance and for the specific purpose for which it is given. 4. Effectiveness; Conditions Precedent; Certain Consents. The amendments contained herein shall only be effective upon the satisfaction or waiver of each of the following conditions precedent (the date of satisfaction or waiver, the "Amendment No. 4 Effective Date”): (a) the Agent shall have received duly executed copies of that certain Amendment No. 1, Limited Waiver and Consent to Amended and Restated Term Loan Credit Agreement, dated as of the date hereof, by and among the Borrower Agent, the 3