Common use of Amendment and Waiver Clause in Contracts

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of Neither this Agreement nor any Loan Document nor any term hereof or thereof may be amended orally, nor may any provision hereof or thereof be waived orally but only by an instrument in writing signed by or at the written direction of: (i) except as set forth in (ii) and (iii) below, the Majority Lenders and, unless explicitly provided otherwise therein, in the case of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing onlyamendment, by the Required Holders of each class of Securities entitled Borrower; (ii) with respect to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or increase in the amount of any premium payable with respect Lender’s portion of the Commitments or any extension of the Lender’s Commitments, (B) any reduction in the rate of, or postponement in the payment of any interest or fees due hereunder or the payment thereof to any Lender without a corresponding payment of such interest or fee amount by the Borrower, (C) (1) any waiver of any Default due to the failure by the Borrower to pay any sum due to any of the Notes Lenders hereunder or change (2) any reduction in the payment terms principal amount of the Loans without a corresponding payment, (D) any release of the Borrower from this Agreement, except in connection with a merger, sale or other disposition otherwise permitted hereunder (in which case, such release shall require no further approval by the Lenders), (E) any amendment to the pro rata treatment of the Lenders set forth in Section 8.3 hereof, (F) any amendment of this Section 11.11, of the definition of Majority Lenders, or of any Section herein to the extent that such Section requires action by all Lenders, (G) any subordination of the Notes, or, except as provided Loans in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) full to any other obligationIndebtedness, or (BH) change any extension of the percentage Term Loan Maturity Date, the affected Lenders and in the case of holders an amendment, the Borrower, (it being understood that, for purposes of Notes this Section 11.11(a)(ii), changes to provisions of the Loan Documents that relate only to one or more of the Loans shall be deemed to “affect” only the Lenders holding such Loans); and (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. (b) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected pursuant to this section 16 shall with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be delivered by increased or extended without the Company to each holder consent of Securities forthwith such Lender and (but in y) any event not later than five days) following the effective date thereof. (b) The Company will notwaiver, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsDefaulting Lender. (c) In determining whether connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the requisite holders consent of Securities have given all Lenders, if the consent of Majority Lenders is obtained, but the consent of the other Lenders whose consent is required is not obtained (any authorizationsuch Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), consent or waiver under this section 16then, any Securities owned at the Borrower’s request (and at the Borrower’s sole cost and expense), a Replacement Lender selected by the Company Borrower and reasonably acceptable to the Administrative Agent, shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon the Borrower’s request, sell and assign to such Person, all of the Loans of such Non-Consenting Lenders for an amount equal to the principal balance of all Loans held by the Non-Consenting Lenders and all accrued interest and fees and other amounts due (including without limitation amounts due to such Non-Consenting Lender pursuant to Section 2.9 hereof) or outstanding to such Non-Consenting Lender through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Assumption substantially in the form on Exhibit F attached hereto. Upon execution of any of their respective Affiliates Assignment and Assumption pursuant to this Section 11.11(b), (i) the Replacement Lender shall be disregarded and entitled to vote on any pending waiver, amendment or consent in lieu of the Non-Consenting Lender replaced by such Replacement Lender, (ii) such Replacement Lender shall be deemed not to be outstandinga “Lender” for purposes of this Agreement and (iii) such Non-Consenting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Loans).

Amendment and Waiver. (a) Any term of Subject to applicable law, this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, may be amended, or compliance therewith may be waived, modified or canceled only by a written instrument executed by the parties to this Agreement or, in writing onlythe case of a waiver, by the Required Holders party waiving compliance. Notwithstanding the preceding, the Optionee agrees that the Board may amend this Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of each class conforming this Agreement to any present or future law relating to plans of Securities entitled this or similar nature (including, but not limited to, Section 409A of the Code), and to the benefits of such termadministrative regulations and rulings promulgated thereunder. 15Tax Consequences. OPTIONEE SHALL OBTAIN HIS OWN LEGAL AND TAX ADVICE REGARDING THE EXERCISE OF ALL OR ANY PORTION OF THE OPTION AND THE DISPOSITION OF ANY SHARES AND SHALL NOT BE ENTITLED TO RELY UPON ANY STATEMENTS OR CALCULATIONS, provided ORAL OR WRITTEN, PROVIDED BY THE COMPANY OR ANY EMPLOYEE OR AGENT THEREOF. Optionee acknowledges that (i) without the consent Optionee may incur tax liability as a result of the holders of all purchase or disposition of the Notes at Shares and that the time outstanding, no such amendment or waiver shall (A) change Code as in effect on the amount Date of Grant states that if any Shares received upon exercise of the principal Option are sold within one year of exercise or any rate of interest on or the amount of any premium payable with respect to any two years of the Notes or change Date of Grant, the payment terms of any of Option will not be treated as an incentive stock option for tax purposes under the Notes, or, except as provided Code. The Company shall not be liable in the Notes (and event the Note Guarantees), subordinate the obligation of the Company (or Option is for any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and reason deemed not to be outstandingan incentive stock option or for a disqualifying disposition of an incentive stock option. In addition, although the Option is intended to be exempt from Section 409A of the Code, the Company shall not be liable to the Optionee in the event the Option is considered to be subject to Section 409A, which may subject Optionee to additional taxes, interest, and possible penalties. OPTIONEE SHOULD SEEK PROFESSIONAL TAX ADVICE BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

Amendment and Waiver. (a) Any term of Except as specifically set forth in this Agreement andAgreement, unless explicitly provided otherwise therein, no failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other Operative Documents mayright, with the consent power or remedy. The remedies provided for herein are cumulative and are not exclusive of the Company, be amended, or compliance therewith any remedies that may be waivedavailable to the parties hereto at law, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment equity or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofotherwise. (b) The Company will notAny amendment, directly supplement or indirectly, request modification of or negotiate for, or offer or pay to any remuneration or grant any security as an inducement forprovision of this Agreement, any proposed amendment or waiver of any of the provisions provision of this Agreement or Agreement, and any of consent to any departure by any party from the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit terms of any such provision proposed to be amended or waivedof this Agreement, shall be afforded effective only if it is made or given in writing and signed by each of: (i) the opportunity Company; (ii) Shareholders beneficially owning not less than a majority in interest of considering the samethen issued and outstanding New Class B Preferred of all Series, voting together as a single class; and (iii) Shareholders beneficially owning not less than a majority of the then outstanding New Class A Preferred of all Series, voting together as a single class. Any such amendment, supplement, modification, waiver or consent shall be supplied by binding upon the Company with sufficient information and all of the Shareholders. Not in limitation of the foregoing, (A) no amendment to enable it Section 5.3 shall eliminate or modify a Shareholder’s right to make an informed decision with respect thereto anddesignate a director pursuant to subsections (i)-(iv) thereof, if without the written consent of the Shareholder or Shareholders designating such offer is accepted by director, and (B) no amendment shall adversely affect the rights of a Shareholder or a Class of Preferred Stock in a manner disproportionate to the effect on other Shareholders or Class of Preferred Stock, as the case may be, without the written consent of such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite Shareholder or holders of Securities have given any authorizationa majority of the shares of all Series of such Class, consent or waiver under this section 16voting together as a single class, any Securities owned by as the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstandingcase may be.

Amendment and Waiver. (a) Any term provision of this Agreement andmay be amended or modified, unless explicitly provided otherwise therein, of any of and the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith provision hereof may be waived, only in a writing onlysigned (a) in the case of any amendment (other than any amendment effected pursuant to any Joinder delivered in accordance with Section 5.10 hereof), by each of the Parties and (b) in the case of a waiver, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment Party or Parties waiving rights hereunder. No waiver shall (A) change the amount of the principal of or by any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver Party of any of the provisions hereof shall be effective unless explicitly set forth in writing. Notwithstanding anything to the contrary in this Section 5.2, if any Holder purchases any additional Company Warrants (“Additional Warrants”) (which purchase shall have been approved by Holders of a majority in interest of the Existing Warrants) after the date such Holder executed this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) a Joinder, such Additional Warrants shall be informed thereof by deemed to constitute Existing Warrants and Schedule 1 shall be deemed to have been supplemented to include (i) the Company andname of such Holder under the column heading “Holder” of such Schedule, if (ii) the warrant certificate number of such holder Additional Warrants under the column heading “Warrant Certificate Number” of such Schedule, (iii) the Initial Exercise Date of, and as defined in, such Additional Warrants under the column heading “Initial Exercise Date” of such Schedule, (iv) the number of Class A Shares to which such Holder is entitled to purchase under such Additional Warrants under the benefit column heading “Existing Warrant Shares” of any such provision proposed Schedule and (v) an amount equal to be amended or waivedthe 200% of such number of Class A Shares under the column heading “Exchange Warrant Shares” of such Schedule, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsin each case for all purposes hereof. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by any Credit Party or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors that are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by the Company to each holder Lender or Lenders affected thereby, do any of Securities forthwith the following: (but in any event not later than five daysa) following increase the effective date thereof. stated amount of such Lender’s commitment hereunder, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Indebtedness or waiver any Fees or other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (d) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the provisions Collateral (provided that neither Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of Agent and the Lenders, provided however that Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Guarantor or otherwise), (irrespective e) terminate or modify any indemnity provided to the Lenders hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, or (f) change the definitions of “Revolving Credit Percentage”, “Percentage”, “Interest Periods”, “Majority Lenders”, “Majority Revolving Credit Lenders”, Sections 10.2 or 10.3 hereof or this Section 13.10; provided, further, that notwithstanding the foregoing, the Revolving Credit Maturity Date may be postponed or extended, only with the consent of all of the kind Revolving Credit Lenders, and amount of Securities then owned by it) shall be informed thereof provided further, that no amendment, waiver or consent shall, unless in a writing signed by the Company andSwing Line Lender, if such holder is entitled do any of the following: (x) reduce the principal of, or interest on, the Swing Line Note (y) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note or (z) alter the rights and duties of the Swing Line Lender hereunder and provided further, that no amendment, waiver or consent shall, unless in a writing signed by Issuing Lender affect the rights or duties of Issuing Lender under this Agreement or any of the other Loan Documents and no amendment, waiver, or consent shall, unless in a writing signed by the Agent affect the rights or duties of the Agent under this Agreement or any other Loan Document. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless expressly stated to refer to Majority Lenders (or the like). The Agent shall, upon the written request of the Borrower Representative, execute and deliver to the benefit Credit Parties such documents as may be necessary to evidence (1) the release of any such provision proposed Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Revolving Credit Aggregate Commitment and payment in full of all Indebtedness payable under this Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be amended sold or waiveddisposed of as part of or in connection with any disposition (whether by sale, shall be afforded by merger or by any other form of transaction and including the opportunity property of considering any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. terms of this Agreement; (c) In determining whether which constitutes property in which a Credit Party owned no interest at the requisite holders of Securities have given time the Lien was granted or at any authorizationtime thereafter; or (d) if approved, consent authorized or waiver under this section 16, any Securities owned ratified in writing by the Company Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.10; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than a Borrower or a Subsidiary of a Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of their respective Affiliates the sale or other disposition, all of which shall be disregarded constitute and deemed not to be outstandingremain part of the Collateral.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, No failure or delay on the part of any of the other Operative Documents mayparties hereto in exercising any right, with the consent of the Company, be amendedpower, or compliance therewith remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The remedies provided for in this Agreement are cumulative and are not exclusive of any remedies that may be waivedavailable to the parties hereto at law, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment equity or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofotherwise. (b) The Company will notAny amendment, directly waiver, supplement or indirectly, request modification of or negotiate for, or offer or pay to any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions provision of this Agreement or the Notes and any of consent to any departure by any party from the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit terms of any such provision proposed to be amended of this Agreement or waivedthe Notes, shall be afforded the opportunity of considering the same, shall be supplied effective (i) only if it is made or given in writing and signed by the Company with sufficient information Borrower and the Required Purchasers and (ii) only in the specific instance and for the specific purpose for which made or given; provided that, notwithstanding the foregoing, without the prior written consent of the Purchaser affected thereby, an amendment, waiver, supplement or modification of this Agreement, the Notes or any consent to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security departure from a term or provision hereof or thereof may not: (A) reduce the rate of or extend the time for payment of principal or interest on the same termsNotes; (B) reduce the principal amount of the Notes; (C) make the Notes payable in money other than that stated in the Notes; (D) reduce the amount or extend the time of payment of fees or other compensation payable to the Purchasers hereunder; or (E) change any provision of this Section 12.4(b) or the definition of “Required Purchasers” or any other provision specifying the number or percentage of Purchasers required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder. (c) In determining whether Except where notice is specifically required by this Agreement, no notice to or demand on the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company Borrower or any of their respective Affiliates its Subsidiaries in any case shall be disregarded and deemed not entitle the Borrower or any of its Subsidiaries to be outstandingany other or further notice or demand in similar or other circumstances.

Amendment and Waiver. This Agreement or any of its provisions may be waived, amended, modified or supplemented only by a written instrument that has been executed by each of the Holders and that has been (ai) Any term considered and recommended by a committee consisting of this Agreement andtwo or more Independent Directors who do not hold Class B stock (the “TRA Committee”); and (ii) upon positive recommendation by the TRA Committee, unless explicitly provided otherwise therein, approved by every member of the Board other than any of the other Operative Documents mayCovered Holders who are members of the Board and executed on behalf of the Company. The TRA Committee shall be advised by independent legal counsel and financial advisors, paid for by Alphabet, who shall not have a current or recently concluded (within one year) material relationship with Alphabet or any of the consent Holders. At their election, Independent Directors who are not members of the TRA Committee shall be entitled to retain independent counsel, paid for by Alphabet, or may be advised by counsel to the TRA Committee if they and the TRA Committee deem such representation advisable. Any failure of the Parties to comply with any obligation, covenant, agreement or condition in this Agreement may be waived by the Party entitled to the benefit thereof only by a written instrument that has been signed by the Party granting such waiver and that, in the case of the Company, be amended, or compliance therewith may be waived, in writing only, has been approved by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent a majority of the holders of all members of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to Board other than any of the Notes or change Covered Holders who are members of the payment terms Board. No delay on the part of any of the NotesParty in exercising any right, orpower or privilege hereunder shall operate as a waiver thereof, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or nor shall any Subsidiary Guarantor) to pay any amount due waiver on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies part of any amendmentParty of any right, waiver power or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security privilege hereunder operate as an inducement for, any proposed amendment or a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. Notwithstanding any other provisions herein, any waiver, modification, amendment, or supplementation of this Agreement shall be publicly disclosed at least 30 days before such waiver, modification, amendment, or any supplementation takes effect. Such disclosure shall identify the terms of the other Operative Documents unless each holder waiver, modification, amendment, or supplementation of this Agreement, and shall be made in any one of a Form 8-K, Form 10-Q, or Form 10-K filed with the United States Securities and Exchange Commission and marked for public dissemination. The reason for such disclosure shall be to provide a meaningful opportunity for judicial review of such waiver, modification, amendment, or supplementation. Alphabet and its Board of Directors agree that they will not object to such judicial review being adjudicated pursuant to the entire-fairness standard applied by the law of the Securities (irrespective State of Delaware and that they shall bear the kind burden of establishing entire fairness and amount of Securities then owned by it) shall be informed thereof by will not seek to shift the Company and, if such holder is entitled burden back to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsplaintiff(s). (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term No modification, amendment or waiver of any provision of this Agreement andwill be effective against the Company or the Stockholders unless such modification, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, amendment or compliance therewith may be waived, waiver is approved in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of Company and the holders of all greater than fifty percent (50%) of the Notes total number of then issued and outstanding shares of Preferred Stock held by all Stockholders, which holders shall include Mitsui and Kirin, respectively, so long as Mitsui or Kirin, as applicable, owns at least fifty percent (50%) of the time outstandingnumber of shares of Preferred Stock (including for purposes of this calculation any issued and outstanding shares of Common Stock issued upon conversion of shares of Preferred Stock) owned by them, respectively, as of the Effective Time (subject to proportionate adjustment in the case of any stock split, reverse stock split, recapitalization, reclassification stock dividend or other distribution with respect to such shares); provided, however that no such modification, amendment or waiver shall (A) change be effective against any Stockholder who has not consented to such modification, amendment or waiver to the amount extent that such modification, amendment or waiver would be adverse to the interests of the principal of or such Stockholder in any rate of interest on or the amount of material respect and would have a disproportionate impact in any premium payable with material respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (rights of such Stockholder in its capacity as a Stockholder hereunder when measured against the impact of such modification, amendment or waiver on the Note Guarantees) to any rights of other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the NotesStockholders in their capacities as Stockholders hereunder. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will notshall notify all Stockholders of each modification, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any provision of this Agreement that could reasonably be expected to affect the rights of such Stockholder hereunder at least five (5) business days prior to the effectiveness of such modification, amendment or waiver. The failure of any party to enforce any of the provisions of this Agreement or any will in no way be construed as a waiver of such provisions and will not affect the other Operative Documents unless right of such party thereafter to enforce each holder and every provision of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company this Agreement in accordance with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same its terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term Except as otherwise expressly provided in Sections 2.13, 2.14, 4.10 and 4.11, no amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrowers, the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by any Credit Party or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors that are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notesspecific instance and for the specific purpose for which given. Executed All references in this Agreement to “Lenders” or true and correct copies of any “the Lenders” shall refer to all Lenders, unless expressly stated to refer to Majority Lenders (or the like). (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent effected pursuant shall increase the stated amount of or extend any Lender’s commitment hereunder without such Lender’s consent; provided, that any waiver of, or any consent to this section 16 a departure from, a condition precedent, a Default or an Event of Default, a mandatory prepayment or a mandatory reduction of Commitments shall not constitute an increase or extension of any Commitment of any Lender; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Lender or Lenders holding Indebtedness directly affected thereby, do any of the following: (A) reduce the principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder; provided, that (I) only the written consent of the Majority Lenders shall be delivered by necessary to amend Section 9.2(e) or to waive any obligation of the Company Borrowers to pay interest at the rate set forth therein, in each holder case, in respect of Securities forthwith the Indebtedness subject thereto, and (but in II) only the written consent of the Majority Lenders shall be necessary to amend any event not later than five daysfinancial covenant hereunder (or any defined term used therein) following even if the effective date thereof.effect of such amendment would be to reduce the rate of interest or to reduce any Fee, (bB) The Company will not, directly or indirectly, request or negotiate forpostpone any date fixed for any payment of principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Indebtedness or waiver of any Fees or other amounts payable hereunder (except with respect to the payments required under Sections 2.10(b) and 4.8), and (C) change any of the provisions of this Agreement Section 13.10 or the definitions of “Majority Lenders”, “Majority Revolving Credit Lenders”, “Majority Term Loan Lenders” (except as set forth in Sections 2.14 or 4.11), or any other provision of any Loan Document specifying the other Operative Documents unless each holder number or percentage of the Securities Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; provided that (irrespective of the kind and amount of Securities then owned by itI) shall be informed thereof by the Company and, if such holder is entitled changes to the benefit definition of any such provision proposed “Majority Revolving Credit Lenders” shall only require the written consent of each Revolving Credit Lender, and (II) changes to be amended or waived, the definition of “Majority Term Loan Lenders” shall be afforded only require the opportunity written consent of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.each Term Loan Lender;

Amendment and Waiver. (a) Any term of this This Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, may be amended, modified, extended or compliance therewith terminated, and the provisions hereof may be waived, only by an agreement in writing only, signed by the Required Corporation and the Holders holding a majority of each class of the Registrable Securities entitled to the benefits of then issued and outstanding for so long as such term, Holders hold Registrable Securities; provided that (i) without in the event that such amendment, modification, supplement, waiver or consent would treat a Holder or group of the holders of all of the Notes at the time outstandingHolders in a manner different from any other Holders, no then such amendment or waiver shall (A) change will require the amount consent of such Holder or the Holders of a majority of the principal Registrable Securities of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such group adversely treated. Each such amendment, effectuate modification, extension, termination and waiver shall be binding upon each party hereto. In addition, each party hereto may waive any right hereunder by an instrument in writing signed by such waiver party or accelerate payment of the Notesholder. Executed or true and correct copies of any Any such amendment, termination or waiver or consent effected pursuant to this section 16 shall will be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or binding on all Holders. No waiver of any terms or conditions of this Agreement shall operate as a waiver of any other breach of such terms and conditions or any other term or condition, nor shall any failure of any party to enforce any provision hereof operate or be construed as a waiver of such provision or of any other provision hereof and shall not affect the right of such party thereafter to enforce each provision of this Agreement in accordance with its terms. No written waiver hereunder, unless it by its own terms explicitly provides to the contrary, shall be construed to effect a continuing waiver of the provisions of this Agreement being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the party against whom such waiver is claimed in all other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if instances or for all other purposes to require full compliance with such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsprovision. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of Except as otherwise expressly provided, this Agreement andmay be amended or modified, unless explicitly provided otherwise therein, of any and the obligations of the other Operative Documents may, with Company and the consent rights of the Company, be amended, or compliance therewith Holders under this Agreement may be waived, in writing onlyonly upon the written consent of the Company and the Investors holding at least a majority of the voting power of all then outstanding shares of capital stock held by such Investors. Notwithstanding the foregoing, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) this Agreement may not be amended or modified and the observance of any term hereunder may not be waived in a manner that materially adversely affects the powers, rights, preferences or privileges of the holders of the Series D Preferred Stock hereunder without the written consent of the holders of all a majority of the Notes at outstanding Series D Preferred Stock, provided that the time outstandingcreation of any new series of Preferred Stock and the addition of any Investors shall not be deemed to have an adverse effect, no such amendment (ii) this Agreement may not be amended or waiver shall (A) change modified and the amount observance of any term hereunder may not be waived in a manner that materially adversely affects the powers, rights, preferences or privileges of the principal holders of or any rate the Series F Preferred Stock hereunder without the written consent of interest on or the amount holders of a majority of the outstanding Series F Preferred Stock, provided that the creation of any premium payable with respect new series of Preferred Stock and the addition of any Investors shall not be deemed to have an adverse effect, (iii) this Agreement may not be amended or modified and the observance of any term hereunder may not be waived in a manner that materially adversely affects the powers, rights, preferences or privileges of the Notes or change holders of the payment terms Series G Preferred Stock hereunder without the written consent of the holders of at least sixty-eight percent (68%) of the outstanding Series G Preferred Stock, provided that the creation of any new series of Preferred Stock and the addition of any Investors shall not be deemed to have an adverse effect and (iv) this Agreement may not be amended or modified and the observance of any term hereunder may not be waived in a manner that materially adversely affects the powers, rights, preferences or privileges of the Notesholders of the Series H Preferred Stock hereunder without the written consent of the holders of a majority of the outstanding Series H Preferred Stock, or, except as provided in that the Notes (creation of any new series of Preferred Stock and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies addition of any amendmentInvestors shall not, waiver or consent effected pursuant in and of itself, be deemed to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofhave an adverse effect. (b) The For the purposes of determining the number of Holders or Investors entitled to vote or exercise any rights hereunder, the Company will not, directly shall be entitled to rely solely on the list of record holders of its stock as maintained by or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any on behalf of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsCompany. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any The provisions of the other Operative Documents mayNotes may be amended and Issuer may take any action herein prohibited, with or omit to perform any act herein required to be performed by it, only if Issuer has obtained the written consent of the CompanyMajority Holders; provided that, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstandingeach Holder affected, no such amendment an amendment, supplement or waiver shall may not (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any Notes held by a non-consenting Holder thereof): (i) reduce the principal amount at maturity of the Notes or change outstanding whose Holders must consent to an amendment; (ii) reduce the payment terms principal amount at maturity of any Note or extend the maturity of the Notes, or, except as provided any Note; (iii) make any Note payable in money other than that stated in the Notes Note; (and iv) make any change to the amendment provisions of this Note Guarantees)which require each Holder’s consent or to the waiver provisions of this Note; or (v) subordinate, subordinate the obligation in right of the Company (or any Subsidiary Guarantor) to pay any amount due on payment, the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage indebtedness for borrowed money of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofIssuer. (b) The Company will notMajority Holders may on behalf of the Holders of all the Notes waive any past default under this Note and its consequences, directly except a default (i) in any payment in respect of the principal amount of or indirectly, request or negotiate fordefault interest on any Notes, or offer (ii) in respect of a covenant or pay any remuneration provision hereof which under this Note that cannot be modified or grant any security as an inducement for, any proposed amendment or waiver of any amended without the consent of the provisions Holder of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsoutstanding Note affected. (c) It shall not be necessary for the consent of the Holders under this Section 10 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 10 becomes effective, Issuer shall mail to all Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10. (d) In determining whether the requisite holders Holders of Securities the required aggregate principal amount at maturity of Notes have given concurred in any authorizationdirection, consent waiver or waiver under this section 16consent, any Securities Notes owned by the Company Issuer or by any Affiliate of their respective Affiliates the Issuer shall be disregarded and deemed considered as though not to be outstanding.

Amendment and Waiver. (a) Any Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder. Notwithstanding the foregoing, this Warrant may be amended or waived and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Company has obtained the written consent of the Required Holders; provided, however, that the foregoing provisions of this sentence shall only be applicable if any such amendment, waiver, action or omission applies to all outstanding Warrants in the same fashion and does not affect or involve a reduction of the number of Warrant Shares, an increase of the Exercise Price or a reduction or shortening of the term of this Agreement andWarrant; provided, unless explicitly provided otherwise thereinfurther, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no if such amendment or waiver shall (A) change that complies with the amount foregoing but that disproportionately and adversely affects the rights or obligations of any Holder relative to the comparable rights and obligations of the principal other Holders shall require the prior written consent of or such adversely affected Holder. No consideration (including any rate of interest on or the amount modification of any premium payable Warrants) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any Warrants or to exchange any Warrants for any security, asset, cash or other consideration unless the same consideration is also offered to all holders of Warrants. For clarification purposes, this provision constitutes a separate right granted to each Holder by the Company and negotiated separately by each Holder, and is intended for the Company to treat the Holders as a class and shall not in any way be construed as the Holders acting in concert or as a group with respect to any the purchase, disposition or voting of the Notes securities or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofotherwise. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, No failure or delay on the part of any of the parties hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other Operative Documents mayor further exercise thereof or the exercise of any other right, with power or remedy. The remedies provided for in this Agreement are cumulative and are not exclusive of any remedies that may be available to the parties hereto at law, in equity or otherwise. (b) Any Modification of this Agreement, the Notes or any other Transaction Document other than the Warrants, shall be effective as to the Lenders (i) only if it is made or given in writing and signed by each Credit Party and the Required Lenders, except that, without the written consent of the Company, be amended, holder or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment to this Agreement or waiver any other Transaction Document shall (A) change the amount maturity of any Note, or change the principal of, or the rate, method of computation or any rate time of payment of interest on or any fee payable with respect to, any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of any premium payable the Notes required with respect to any of the Notes amendment, supplement or change the payment terms of any of the Notesmodification, or, except as provided and (ii) only in the Notes (specific instance and for the Note Guarantees)specific purpose for which made or given. No amendment, subordinate the obligation supplement or modification of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions provision of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company andTransaction Documents, if such holder is entitled to the benefit or any waiver of any such provision proposed or consent to any departure by any party from the terms of any such provision may be amended made orally. Except where notice is specifically required by this Agreement, no notice to or waived, demand on any Credit Party in any case shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information entitle such Credit Party to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsany other or further notice or demand in similar or other circumstances. (c) In determining whether Any Modification of the requisite Warrants shall be effective as to all holders of Securities have Warrants (i) only if it is made or given any authorization, consent or waiver under this section 16, any Securities owned in writing and signed by the Company Borrower which issued such Warrants and the Required Equity Holders, and (ii) only in the specific instance and for the specific purpose for which made or given; provided, however, that (i) no Modification may, without the written consent of the holder of each Warrant at the time outstanding affected thereby eliminate or diminish any material right or remedy of their respective Affiliates shall be disregarded any holder of any Warrant or affect any holder of any Warrant, in each case, in a manner that differs materially and deemed not to be outstandingadversely from the effect on any other holder of any Warrant.

Amendment and Waiver. This Agreement or any of its provisions may be waived, amended, modified or supplemented only by a written instrument that has been executed by each of the Holders and that has been (ai) Any term considered and recommended by a committee consisting of this Agreement andtwo or more Independent Directors who do not hold Class B stock (the “TRA Committee”); and (ii) upon positive recommendation by the TRA Committee, unless explicitly provided otherwise therein, approved by every member of the Board other than any of the other Operative Documents mayCovered Holders who are members of the Board and executed on behalf of the Company. The TRA Committee shall be advised by independent legal counsel and financial advisors, paid for by Google, who shall not have a current or recently concluded (within one year) material relationship with Google or any of the consent Holders. At their election, Independent Directors who are not members of the TRA Committee shall be entitled to retain independent counsel, paid for by Google, or may be advised by counsel to the TRA Committee if they and the TRA Committee deem such representation advisable. Any failure of the Parties to comply with any obligation, covenant, agreement or condition in this Agreement may be waived by the Party entitled to the benefit thereof only by a written instrument that has been signed by the Party granting such waiver and that, in the case of the Company, be amended, or compliance therewith may be waived, in writing only, has been approved by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent a majority of the holders of all members of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to Board other than any of the Notes or change Covered Holders who are members of the payment terms Board. No delay on the part of any of the NotesParty in exercising any right, orpower or privilege hereunder shall operate as a waiver thereof, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or nor shall any Subsidiary Guarantor) to pay any amount due waiver on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies part of any amendmentParty of any right, waiver power or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security privilege hereunder operate as an inducement for, any proposed amendment or a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. Notwithstanding any other provisions herein, any waiver, modification, amendment, or supplementation of this Agreement shall be publicly disclosed at least 30 days before such waiver, modification, amendment, or any supplementation takes effect. Such disclosure shall identify the terms of the other Operative Documents unless each holder waiver, modification, amendment, or supplementation of this Agreement, and shall be made in any one of a Form 8-K, Form 10-Q, or Form 10-K filed with the United States Securities and Exchange Commission and marked for public dissemination. The reason for such disclosure shall be to provide a meaningful opportunity for judicial review of such waiver, modification, amendment, or supplementation. Google and its Board of Directors agree that they will not object to such judicial review being adjudicated pursuant to the entire-fairness standard applied by the law of the Securities (irrespective State of Delaware and that they shall bear the kind burden of establishing entire fairness and amount of Securities then owned by it) shall be informed thereof by will not seek to shift the Company and, if such holder is entitled burden back to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.plaintiff(s)

Amendment and Waiver. Neither this Agreement nor any other Loan Document nor any term hereof or thereof may be amended orally, nor may any provision hereof or thereof be waived orally but only by an instrument in writing signed by the Administrative Agent (or, in the case of Security Documents executed by the Collateral Agent for itself and on behalf of the Secured Parties, signed by the Collateral Agent and approved by) the Majority Lenders and, in the case of an amendment, by Duratek, except that (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the amendment or waiver or consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled relating to the benefits of such term, provided that (i) without any delay or extension in the consent terms of repayment or of the holders expiration date of any Commitment, or change in the order of application of repayment or application in the reduction of any Commitment of the Loans provided in Section 2.4 or Section 2.8 hereof shall be made only with the written consent by each Lender directly affected thereby, (ii) any reduction in principal, interest (other than as a result of any waiver in respect of the Default Rate), premium or fees due hereunder or postponement of the payment thereof shall be made only with the written consent by each Lender directly affected thereby, (iii) the release of all or substantially all of the Notes at Collateral for the time outstandingLoans, no such amendment or shall be made only with the written consent by each Lender, (iv) any waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect Default due to the failure by Duratek to pay any sum due to any of the Notes Lenders hereunder shall be made only with the written consent by each Lender directly affected thereby, (v) any release of Holdco or change the payment terms any material Subsidiary Guarantor from its Guaranty of all or any portion of the Notes, orObligations, except in connection with a merger, sale or other disposition otherwise permitted hereunder, shall be made only with the written consent by each Lender, (vi) any portion of Section 2.6, 2.8, 2.10, 2.12 or 8.3, as provided in it relates to the Notes (and relative priority of payment among the Note Guarantees)Obligations, subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions provision of this Agreement or any of the other Operative Loan Documents unless specifically requiring the consent or approval of each holder of the Securities Lenders directly affected thereby shall be made only with the written consent by each Lender directly affected thereby, (irrespective vii) any amendment of this Section 11.12, the definition of Majority Lenders or any other change or modification of any of the kind and amount of Securities then owned by it) voting percentage requirements hereunder shall be informed thereof made only with the written consent by each Lender, (viii) any amendment that extends the Company andEurodollar Period beyond six months shall be made with the consent of each Lender directly affected thereby and (ix) any amendment, if such holder is entitled waiver or modification of the prepayment provisions of Section 2.6 or Section 2.8, or any change in the definitions related thereto, shall be made only with the written consent by each Lender directly affected thereby, (b) any amendment relating to the benefit any increase in any Commitment of any Lender shall be made only by an instrument in writing signed by such provision proposed to Lender, the Administrative Agent and Duratek and (c) the Fee Letter may be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied otherwise modified by the Company parties thereto without the consent of, or notice to, any other Person. Any amendment to any provision hereunder governing the rights, obligations or liabilities of the Administrative Agent in its capacity as such may be made only by an instrument in writing signed by the Administrative Agent and by each of the Lenders. If, in connection with sufficient information any proposed change, waiver, discharge or termination of or to enable it any of the provisions of this Agreement (other than as contemplated by clause (b) above), and the consent of all Lenders required hereunder would have been obtained but for any Lender’s failure to make an informed decision consent (such Lender, a “Non-Consenting Lender”) and the consent of Majority Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Duratek shall have the right, so long as all Non-Consenting Lenders whose individual consent is required are treated as described in either clause (i) or (ii) below, to either (i) replace each such Non-Consenting Lender or Lenders (or, at the option of Duratek if the respective Lender’s consent is required with respect thereto andto less than all Loans (or related Commitments), to replace only the Commitments and/or Loans of the respective Non-Consenting Lender that gave rise to the need to obtain such Lender’s individual consent) with one or more assignees pursuant to, and with the effect of an assignment under, Section 10.3 so long as at the time of such replacement, each such assignee consents to the proposed change, waiver, discharge or termination or (ii) terminate such Non-Consenting Lender’s Commitment (if such offer Lender’s consent is accepted required as a result of its Commitment) and/or repay all outstanding Loans that gave rise to the need to obtain such Lender’s consent in accordance with this Agreement; provided that, unless the Commitments that are terminated, Loans that are repaid pursuant to the preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to the preceding clause (ii), the Majority Lenders (determined after giving effect to the proposed action) shall specifically consent thereto. In addition, any waiver, amendment or modification of this Agreement that by such holder, shall its terms affects the rights or duties under this Agreement of the Lenders may be offered effected by an agreement or agreements in writing entered into by Duratek and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders percentage in interest of Securities have given any authorization, the affected class of Lenders that would be required to consent or waiver thereto under this section 16, Section 11.12 if such Lenders were the only Lenders hereunder at the time; provided further that Duratek shall pay to any Securities owned by Non-Consenting Lender any premium that would be payable in the Company or any event of their respective Affiliates shall be disregarded and deemed not to be outstandinga prepayment on such date.

Amendment and Waiver. Except as otherwise provided herein, this Warrant may be amended only (ai) Any term of this Agreement andin writing signed by the Company and the Holder, unless explicitly provided otherwise thereinor their respective successors and assigns, of any of or (ii) if the other Operative Documents may, with Company has obtained the written consent of the CompanyHolders of Warrants representing no less than a majority of the Warrant Shares obtainable upon exercise of the Warrants then outstanding, and in either case the Company may thereafter take any action herein prohibited, or omit to perform any act herein required to be performed by it, pursuant to the terms of any such amendment. Notwithstanding the foregoing, the number of Warrant Shares subject to this Warrant, the Expiration Date of this Warrant and the Exercise Price of this Warrant may not be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees)right to exercise this Warrant, subordinate and the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligationexercise procedures set forth herein, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event may not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded without the opportunity written consent of considering the sameHolder. Further, if any amendment to, or waiver of, this Warrant results in a disproportionate adverse effect to the Holder or any group of holders of warrants, the written consent of the Holder, or group of holders, as the case may be, shall be supplied by required to effect such amendment or waiver. The Company shall give prompt written notice to the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, Holder of any amendment hereto or waiver hereunder that was effected without the Holder’s written consent. No consideration shall be offered and or paid such remuneration and granted such security on to any Person to amend or consent to a waiver or modification of any provision of any Warrant unless the same terms. consideration (cother than the reimbursement of legal fees) In determining whether the requisite also is offered to all other holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstandingWarrants.

Amendment and Waiver. (a) Any term of this This Agreement andmay not be modified or amended and no waiver, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent or approval by or on behalf of the Company, be amended, Parent or compliance therewith Merger Sub may be waivedgranted except by an instrument or instruments in writing signed by, in writing onlythe case of any modification or amendment, by each Party to this Agreement or, in the Required Holders case of each class any waiver, consent or approval, such Party, except that following satisfaction of Securities entitled the condition set forth in Section 8.1(a), there shall be no amendment or change to the benefits of such term, provided that (i) without provisions hereof which by Applicable Law or in accordance with the consent rules of the holders of all of the Notes at the time outstandingNYSE or this Agreement requires further approval by such stockholders without such further approval, no such nor shall there be any amendment or waiver shall (A) change not permitted under Applicable Law. No failure or delay on the amount part of the principal of or any rate of interest on Parent, Merger Sub or the amount Company in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any premium payable with respect to such right, power or remedy preclude any of other or further exercise thereof or the Notes or change the payment terms exercise of any of the Notesother right, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (power or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofremedy. (b) The Company will notAny amendment, directly supplement or indirectly, request modification of or negotiate for, or offer or pay to any remuneration or grant any security as an inducement forprovision of this Agreement, any proposed amendment or waiver of any of the provisions provision of this Agreement Agreement, and any consent to any departure by Parent, Merger Sub or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to from the benefit terms of any such provision proposed to be amended or waivedof this Agreement, shall be afforded effective (i) only if it is made or given in writing and signed by, in the opportunity case of considering any modification or amendment, each Party to this Agreement or, in the samecase of any waiver, shall be supplied consent or approval, such Party and (ii) only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on Parent, Merger Sub or the Company with sufficient information in any case shall entitle Parent, Merger Sub or the Company, respectively, to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsany other or further notice or demand in similar or other circumstances. (c) In determining whether the requisite holders Waiver by any Party of Securities have given any authorization, consent default by any other Party of any provision hereof or of any Transaction Documents shall not be deemed a waiver under this section 16, any Securities owned by the Company waiving Party of any subsequent or any other default, nor shall it prejudice the rights of their respective Affiliates shall be disregarded and deemed not to be outstandingsuch other Party.

Amendment and Waiver. The provisions of this Agreement may not -------------------- be amended, modified or waived except by the written agreement of the Borrower and the Determining Lenders; provided, however, that no such amendment, modification or waiver shall be made (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with without the consent of all Lenders, if it would (i) increase the Company, be amendedSpecified Percentage or commitment of any Lender, or compliance therewith may be waived(ii) extend or postpone the date of maturity of, in writing onlyextend the due date for any payment of principal or interest on, by reduce the Required Holders amount of each class any installment of Securities entitled principal or interest on, or reduce the rate of interest on, any Advance, the Reimbursement Obligations or other amount owing under any Loan Documents to which such Lender is entitled, or (iii) release any security for or guaranty of the benefits Obligations (except pursuant to this Agreement or the other Loan Documents), or (iv) reduce the fees payable hereunder to which such Lender is entitled, or (v) revise this Section 11.11, or (vi) waive the date for payment of such termany ------------- principal, provided that interest or fees hereunder or (ivii) amend the definition of Determining Lenders; (b) without the consent of the holders of all Swing Line Bank, if it would alter the rights, duties or obligations of the Notes at Swing Line Bank; (c) without the time outstanding, no such amendment or waiver shall (A) change the amount consent of the principal Administrative Lender, if it would alter the rights, duties or obligations of the Administrative Lender; or (d) without the consent of the Issuing Bank, if it would alter the rights, duties or obligations of the Issuing Bank. Neither this Agreement nor any term hereof may be amended orally, nor may any provision hereof be waived orally but only by an instrument in writing signed by the Administrative Lender and, in the case of an amendment, by the Borrower. Notwithstanding the foregoing, each Lender (in its capacity as a Lender hereunder and, if applicable, in its capacity as a "Participant" under the Existing Credit Agreement) hereby consents to, and authorizes, the release by the Administrative Lender of any and all Liens insofar as same (i) arose under the Existing Credit Agreement or any prior financing arrangement and (ii) cover property other than the Borrower's Inventory (provided, however, that the Administrative Lender may release any and all Liens insofar as same cover Inventory upon the occurrence of the Inventory Release Event), the CFI Note, the Equity interest of the Borrower in CFI, the rights of CompuCom Properties, Inc. under that certain Trademark License Agreement, dated as of October 25, 1991, between CompuCom Properties, Inc., as licensor, and the Borrower, as licensee, and/or any proceeds, products, amendments, modifications and/or restatements of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change foregoing property. Furthermore, each Lender which is a "Lender" (as such term is defined in the payment terms of any Existing Credit Agreement) hereby consents to, and authorizes, the sale and transfer of the Notes, or, except as provided in the Notes (Existing Credit Agreement and the Note Guarantees)indebtedness, subordinate Liens and other rights thereunder or in connection therewith to the obligation Administrative Lender, for the ratable benefit of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofLenders hereunder. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of Except as otherwise expressly provided, this Agreement and, unless explicitly provided otherwise therein, of any of may be amended or modified only upon the other Operative Documents may, with the written consent of the Company, be amended, or compliance therewith Company and the holders of at least 60% of the then outstanding shares of Series E Preferred and the obligations of the Company and the rights of the Holders under this Agreement may be waived, in writing only, by waived only with the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the written consent of the holders of all at least 60% of the Notes at then outstanding shares of Series E Preferred; provided that this Agreement may not be amended and/or modified and the time outstanding, no such amendment or waiver shall (A) change the amount obligations of the principal Company and the rights of or any rate of interest on or the amount of any premium payable Holders under this Agreement may not be waived, in each case with respect to any Investor without the written consent of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such Investor unless such amendment, effectuate any termination or waiver applies to all Investors in the same fashion and does not otherwise materially adversely affect the rights of such waiver or accelerate payment Investor in a manner that is different from the effect on the rights of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofother Investors. (b) The Company will notNotwithstanding the foregoing, directly until the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering or indirectly(ii) upon an Acquisition or Asset Transfer (each as defined in the Charter), request (A) Section 3.5 of this Agreement shall not be amended or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of waived to alter any of the provisions rights of this Agreement GIMV NV, Roche, Apposite, MedImmune, Avalon, Radius or OrbiMed as set forth therein without the written consent of GIMV NV, Roche, Apposite, MedImmune, Avalon, Radius or OrbiMed, as applicable, so long as (x) the respective Investor (other than Avalon) continues to hold at least 3% of the outstanding Preferred Stock of the Company (on an as-converted to Common Stock basis), and (y) such Investor (other than Avalon) is not a Non-participating Holder or Non-participating Purchaser, and (B) Sections 3.7 and 3.8 shall not be amended or waived to alter any of the other Operative Documents unless each holder rights of Apposite or OrbiMed as set forth therein without the Securities (irrespective written consent of the kind and amount of Securities then owned by it) shall be informed thereof by the Company andApposite or OrbiMed, if such holder is entitled to the benefit of any such provision proposed to be amended or waivedas applicable, shall be afforded the opportunity of considering the sameso long as, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto andto Apposite, if such offer is accepted by such holderApposite or any member of its Investor Group continues to hold shares of Series D-2 Preferred, shall be offered and paid such remuneration and granted such security on the same termswith respect to OrbiMed, OrbiMed or any member of its Investor Group continues to hold shares of Series E Preferred. (c) In For the purposes of determining whether the requisite number of Holder or Investors entitled to vote or exercise any rights hereunder, the Company shall be entitled to rely solely on the list of record holders of Securities have given any authorization, consent its stock as maintained by or waiver under this section 16, any Securities owned by on behalf of the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstandingCompany.

Amendment and Waiver. No amendment or waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Obligor from any provision hereof or thereof is effective unless it is in writing and signed by the Majority Lenders or the Administrative Agent upon the instructions of the Majority Lenders, and the relevant counterparty to such document, provided no such amendment, waiver or consent shall: (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change increase the amount of the Lenders’ Commitments; (b) extend the Maturity Date; (c) reduce the principal of or any amount of, or rate of interest on on, directly or the amount of indirectly, any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (Loan outstanding or any Subsidiary Guarantorfees; (d) to pay postpone any amount due on the Notes (or on the Note Guarantees) to date fixed for any other obligationpayment of principal of, or interest on, the Loans or any fees; (Be) change the percentage of holders the Commitments; (f) alter the manner in which payments are shared under the terms of Notes this Agreement; (g) permit any termination of all or any substantial part of the guarantees or the Security Documents or release all or any substantial part of the guarantees or the Collateral subject to the Security Documents (except as otherwise permitted under this Agreement, including, without limitation, in connection with a Permitted Asset Disposition); (h) release the Borrower or any Guarantor from any material obligations under the Security Documents and other instruments contemplated by this Agreement or any other Loan Documents (except as otherwise permitted under this Agreement); (i) reduce the priority of the Security (except as otherwise permitted under this Agreement); (j) reduce the priority of any payment obligation of the Borrower under this Agreement or any other Loan Document; or (k) amend the terms of this Section 12.2 or the definition of Majority Lenders or any other provision hereof specifying the number or percentage of Lenders required to approve waive, amend or modify any such amendmentrights hereunder or make any determination or grant any consent hereunder, effectuate any such waiver or accelerate payment in each case without the prior written consent of the Noteseach Lender. Executed or true and correct copies of any Such amendment, waiver or consent effected pursuant to this section 16 shall be delivered effective only in the specific instance and for the specific purpose for which it is given. The Administrative Agent shall provide the other Lenders with copies of all amendments, waivers and consents provided by the Company Administrative Agent with respect to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of other Loan Document promptly upon the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsexecution thereof. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term Subject to Section 14(b) below, no modification, amendment or waiver of any provision of this Agreement and(whether by merger, consolidation or otherwise) shall be effective against the Partnership and the Partners unless explicitly such modification, amendment or waiver is approved in writing by, respectively, the Partnership and the holders of a majority of the Common Units on a fully diluted as if converted basis; provided otherwise thereinthat: (i) no such modification, amendment or waiver will adversely affect the rights hereunder of any of the parties hereto when compared with its effect on the other Operative Documents may, with similarly situated parties hereto without the consent prior written approval of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits a majority-in-interest of such termadversely-affected parties, provided that and (iii) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notesmodification, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of Section 11 or Section 12 above, or that eliminates the right of the Grande Holdings Partner to designate, remove or replace the Grande Holdings Director, or to participate in transfers pursuant to Section 3(a) above or issuances pursuant to Section 6 above or to receive financial statements or other information pursuant to Section 10 above, will be effective unless the same has been approved in writing by the Grande Holdings Partner or the Grande Holdings Director. A joinder to this Agreement by any other Person as a “Partner” hereunder shall not be deemed to adversely affect the rights of any other Partner hereunder or to be a modification, amendment or waiver of this Agreement for purposes of this Section 14. The failure of any party to enforce any of the provisions of this Agreement or any shall in no way be construed as a waiver of such provisions and shall not affect the other Operative Documents unless right of such party thereafter to enforce each holder and every provision of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company this Agreement in accordance with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same its terms. (cb) In determining whether Notwithstanding anything in this Section 14 to the requisite holders of Securities have given any authorizationcontrary, consent a modification, amendment or waiver under this section 16made to reflect (A) the terms and conditions of any new class or series of Equity Securities (with respect to such Equity Securities) and any restrictions, rights, preferences and privileges associated therewith or (B) the restrictions on or rights of any Person who purchases Equity Securities owned of the Partnership after the date hereof (with respect to such Equity Securities) shall, in each case, require only the approval of the Partnership and the Partners holding a majority of the Class A Common Units; provided that (i) no such modification, amendment or waiver will adversely affect the rights hereunder of any of the parties hereto when compared with its effect on the other similarly situated parties hereto without the prior written approval of a majority-in-interest of such adversely-affected parties and (ii) no such modification, amendment or waiver that eliminates the right of the Grande Holdings Partner thereof to designate, remove or replace the Grande Holdings Director, or to participate in transfers pursuant to Section 3(a) above or issuances pursuant to Section 6 above will be effective unless the same has been approved in writing by the Company Grande Holdings Partner or any of their respective Affiliates shall be disregarded and deemed not to be outstandingthe Grande Holdings Director.

Amendment and Waiver. (a) Any term of Except as set forth in Article 5, this Agreement and, unless explicitly provided otherwise therein, of may be amended (or any of the other Operative Documents may, provision thereof waived) with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by Company and the Required Holders of each class at least sixty-six and two-thirds percent (66 2/3%) in aggregate principal amount of Securities entitled to the benefits of Convertible Notes then outstanding; provided, however, that no such term, provided that amendment or waiver shall (i) change the fixed maturity of any Convertible Note, the rate or the time of payment of interest thereon, the principal amount thereof or the circumstances under which such Convertible Note may be called, converted or redeemed without the consent of the holders of all the Convertible Notes then outstanding, (ii) reduce the aforesaid percentage of Convertible Notes, the holders of which are required to consent to any such amendment or waiver, without the consent of the holders of all the Convertible Notes then outstanding or (iii) increase the percentage of the aggregate principal amount of the Convertible Notes that the holders of which may declare the Convertible Notes to be due and payable under Article 10 herein, without the consent of the holders of all of the Convertible Notes at then outstanding or (iv) modify the time outstandingconversion rights or the Conversion Price and adjustments thereto (as outlined in Articles 11 and 12 herein) in any material respect, no such amendment or waiver shall (A) change without the amount consent of the principal holders of or any rate of interest on or the amount of any premium payable with respect to any all of the Convertible Notes then outstanding or change (v) alter the payment terms of registration rights under Article 13 herein in any material respect, without the consent of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation holders of all of the Company (or any Subsidiary Guarantor) to pay any amount due on the Convertible Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment then outstanding and all of the Notes. Executed or true Shares outstanding other than Shares which have been sold in registered public offerings; and correct copies of any amendmentprovided, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will notfurther, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed that no amendment or waiver of any provision of Article 5 shall be effective against any holder of Senior Indebtedness who has not consented thereto. The Company and each holder of a Convertible Note then or thereafter outstanding shall be bound by any amendment or waiver effected in accordance with the provisions of this Agreement Article, whether or not such Convertible Note shall have been marked to indicate such modification, but any Convertible Note issued thereafter shall bear a notation as to any such modification. Promptly after obtaining the written consent of the other Operative Documents unless each holder holders herein provided, the Company shall transmit a copy of such modification to all of the Securities (irrespective holders of the kind and amount of Securities Convertible Notes then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this This Agreement andmay not be modified or amended and no waiver, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent or approval by or on behalf of the Company, be amended, Parent or compliance therewith Merger Sub may be waivedgranted except by an instrument or instruments in writing signed by, in writing onlythe case of any modification or amendment, by each Party to this Agreement or, in the Required Holders case of each class any waiver, consent or approval, such Party, except that following satisfaction of Securities entitled the condition set forth in ‎Section 8.1(a), there shall be no amendment or change to the benefits of such term, provided that (i) without provisions hereof which by Applicable Law or in accordance with the consent rules of the holders of all of the Notes at the time outstandingNYSE or this Agreement requires further approval by such stockholders without such further approval, no such nor shall there be any amendment or waiver shall (A) change not permitted under Applicable Law. No failure or delay on the amount part of the principal of or any rate of interest on Parent, Merger Sub or the amount Company in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any premium payable with respect to such right, power or remedy preclude any of other or further exercise thereof or the Notes or change the payment terms exercise of any of the Notesother right, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (power or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofremedy. (b) The Company will notAny amendment, directly supplement or indirectly, request modification of or negotiate for, or offer or pay to any remuneration or grant any security as an inducement forprovision of this Agreement, any proposed amendment or waiver of any of the provisions provision of this Agreement Agreement, and any consent to any departure by Parent, Merger Sub or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to from the benefit terms of any such provision proposed to be amended or waivedof this Agreement, shall be afforded effective (i) only if it is made or given in writing and signed by, in the opportunity case of considering any modification or amendment, each Party to this Agreement or, in the samecase of any waiver, shall be supplied consent or approval, such Party and (ii) only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on Parent, Merger Sub or the Company with sufficient information in any case shall entitle Parent, Merger Sub or the Company, respectively, to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsany other or further notice or demand in similar or other circumstances. (c) In determining whether the requisite holders Waiver by any Party of Securities have given any authorization, consent or default by any other Party of any provision hereof shall not be deemed a waiver under this section 16, any Securities owned by the Company waiving Party of any subsequent or any other default, nor shall it prejudice the rights of their respective Affiliates shall be disregarded and deemed not to be outstandingsuch other Party.

Amendment and Waiver. (a) Any term of Except as otherwise expressly provided, this Agreement and, unless explicitly provided otherwise therein, of any of may be amended or modified only upon the other Operative Documents may, with the written consent of the CompanyCompany and an Institutional Majority; provided, however, that any amendment or modification to this Agreement that would materially and adversely affect the rights, preferences or privileges of any series of Senior Preferred Registrable Securities under this Agreement in a manner disproportionate to other series of Senior Preferred Registrable Securities (each such series, an “Affected Series”) shall require the prior written consent or affirmative vote of the holders of a majority of the then-outstanding shares of such Affected Series; provided, further, however, that any amendments to this Agreement that relate to the creation or issuance of a senior, pari passu or junior security in a bona fide capital raising transaction, which apply equally to all holders of Senior Preferred Registrable Securities, shall not be amendedconsidered a change to the rights, preferences or compliance therewith privileges of the Senior Preferred Registrable Securities in a manner that is materially adverse to the Senior Preferred Registrable Securities; provided, further, however, that Exhibit B may be waived, in writing only, amended by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) Company without the consent of the holders of all of the Notes at the time outstandingInvestors to include any Additional Purchaser as a Strategic Investor; provided, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notesfurther, orhowever, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall that Exhibit B may not be delivered amended by the Company to each holder include an existing Investor not currently set forth on Exhibit B without the consent of Securities forthwith (but in any event not later than five days) following the effective date thereofsuch existing Investor. (b) The For the purposes of determining the number of Holders or Investors entitled to vote or exercise any rights hereunder, the Company will not, directly shall be entitled to rely solely on the list of record holders of its stock as maintained by or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any on behalf of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsCompany. (c) In determining whether the requisite holders of Securities have given any authorization, consent Any amendment or waiver under effected in accordance with this section 16, any Securities owned by the Company or any of their respective Affiliates Agreement shall be disregarded binding upon each Investor and deemed not to be outstandingHolder of Registrable Securities in accordance with the terms hereof.

Amendment and Waiver. (a) Any term This Agreement may be amended or any provision of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, ; provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no any amendment or waiver shall be binding only if such amendment or waiver shall is set forth in a writing executed by Seller and Buyer and (Aii) change subject to the amount first sentence of the principal of or any rate of interest on or the amount of any premium payable Section 7C with respect to any the waiver of conditions to Closing as of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement forClosing, any proposed amendment or waiver of any provision of the provisions this Agreement shall be effective against Seller or Buyer only if set forth in a writing executed by such Person. No course of dealing between or among any Persons having any interest in this Agreement shall be deemed effective to modify, amend or discharge any part of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit rights or obligations of any such provision proposed to be amended person under or waivedby reason of this Agreement. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be afforded deemed to be or construed as a waiver of the opportunity same or any other term or condition of considering this Agreement on any future occasion. 10M. Company Disclosure Letter. Disclosure of any item in any section or subsection of the same, Company Disclosure Letter shall be supplied by deemed to have been disclosed with respect to any other section or subsection of the Company with sufficient Disclosure Letter if the relevance of such item is reasonably apparent on the face of such disclosure based on the information disclosed; provided, that no such disclosure shall be deemed to enable it to make qualify the last sentence of Section 4E unless expressly set forth in Section 4E of the Company Disclosure Letter. The inclusion of information in the Company Disclosure Letter shall not be construed as, and shall not constitute, an informed decision admission or agreement that a violation, right of termination, default, liability or other obligation of any kind exists with respect thereto andto any item, if such offer is accepted by such holder, nor shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.it be

Amendment and Waiver. No failure or delay of the holder in exercising any power or right hereunder (other than a failure to exercise Warrants in accordance with the provisions hereof) will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No notice or demand on the Company in any case will entitle the Company to any other or future notice or demand in similar or other circumstances. Subject to the last sentence of this Section, (a) Any term of the Company and the Warrant Agent may supplement or amend this Agreement and, unless explicitly provided otherwise therein, without the approval of any of Holders in order to cure any ambiguity or correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (b) the other Operative Documents mayCompany and the Warrant Agent may from time to time supplement or amend this Agreement, with the consent of holders of at least 50% of the CompanyWarrants then outstanding, for any other purpose and (c) the Warrant Agent may, but shall not be amendedobligated to, execute any amendment or compliance therewith may be waived, in writing only, by supplement which affects the Required Holders rights or the duties or obligations of each class of Securities entitled the Warrant Agent. Notwithstanding anything to the benefits contrary herein, upon the delivery of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation a certificate from an appropriate officer of the Company (which states that the proposed supplement or any Subsidiary Guarantor) to pay any amount due on amendment is in compliance with the Notes (terms of this Section and, provided such supplement or on the Note Guarantees) to any other obligation, or (B) amendment does not change the percentage of holders of Notes required to approve any Warrant Agent's rights, duties, liabilities or obligations hereunder, the Warrant Agent shall execute such supplement or amendment. Any amendment, effectuate any such modification or waiver or accelerate payment effected pursuant to and in accordance with the provisions of this Section will be binding upon all holders and upon each future holder, the NotesCompany and the Warrant Agent. Executed or true and correct copies In the event of any amendment, waiver modification or consent effected pursuant to this section 16 shall be delivered by waiver, the Company will give prompt notice thereof to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company all holders and, if such holder is entitled to the benefit appropriate, notation thereof will be made on all Warrant Certificates thereafter surrendered for registration of any such provision proposed to be amended transfer or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsexchange. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, No failure or delay on the part of any of the parties hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other Operative Documents or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for in this Agreement are cumulative and are not exclusive of any remedies that may be available to the parties hereto at law, in equity or otherwise. (b) Any amendment, supplement or modification of or to any provision of this Agreement or the Notes, any waiver of any provision of this Agreement or the Notes and any consent to any departure by any party from the terms of any provision of this Agreement or the Notes shall be effective only if it is made or given in writing and signed by the Company and the Required Holders; provided, however, that no such amendment, supplement, modification or waiver may, with without the written consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent all of the holders of all Holders of the Notes at the time outstanding, no such amendment or waiver shall outstanding affected thereby (A) change the amount of the principal of or any rate of interest on or the amount time of any premium payable with respect to any payment or prepayment of principal of, or reduce the Notes rate or change the time of payment terms or method of any computation of interest on, the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders the principal amount of the Notes the Holders of which are required to approve consent to any such amendment, effectuate any such supplement, modification or waiver or accelerate payment (C) amend any provision of the Notes. Executed or true Section 9.1(a), Section 9.2, Section 9.3 and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms.Article X. (c) In determining whether the requisite holders of Securities have given any authorization, consent Any amendment or waiver under consented to as provided in this section 16, Section 12.5 is binding upon each future holder of any Securities owned by Security and upon the Company without regard to whether such Security has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, default or Event of their respective Affiliates Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and any Holder nor any delay in exercising any rights hereunder or under any Security shall be disregarded and deemed not to be outstandingoperate as a waiver of any rights of any Holder.

Amendment and Waiver. Except as expressly provided in Section 1(b)(i), neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Purchasers holding a majority of the Purchased Securities issued pursuant to this Agreement (aexcluding any of such shares that have been sold to the public or pursuant to Rule 144); provided, that Additional Purchasers purchasing Series J Securities in a Subsequent Closing may become parties to this Agreement in accordance with Section 1(b)(i) Any term without any amendment of this Agreement and, unless explicitly provided otherwise therein, pursuant to this paragraph or any consent or approval of any other Purchaser. Any such amendment, waiver, discharge or termination effected in accordance with this paragraph shall be binding upon each holder of any securities purchased under this Agreement at the other Operative Documents may, with the consent time outstanding (including securities into which such securities have been converted or exchanged or for which such securities have been exercised) and each future holder of the Company, be amended, or compliance therewith may be waived, in writing only, all such securities. Each Purchaser acknowledges that by the Required Holders operation of each class of Securities entitled to the benefits of such termthis paragraph, provided that (i) without the consent of the holders of all a majority of the Notes at the time outstanding, no such amendment shares of Common Stock issued or waiver shall (A) change the amount issuable upon conversion of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected Series J Securities issued pursuant to this section 16 shall be delivered by Agreement (excluding any of such shares that have been sold to the Company public or pursuant to each holder Rule 144) will have the right and power to diminish or eliminate all rights of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly such Purchaser under this Agreement. No delay or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver failure of any of the provisions of this Agreement Purchaser in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof, nor shall any single or partial exercise thereof or any abandonment or discontinuance of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed steps to enforce such a right, power or remedy preclude any further exercise thereof by the Company and, if such holder is entitled to the benefit or of any such provision proposed to be amended other right, power or waived, shall be afforded the opportunity remedy. The rights and remedies hereunder of considering the same, shall be supplied by the Company with sufficient information to enable each Purchaser are cumulative and not exclusive of any rights or remedies which it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termswould otherwise have. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by any Credit Party or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors that are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by the Company to each holder Lender or Lenders affected thereby, do any of Securities forthwith the following: (but in any event not later than five daysa) following increase the effective date thereof. stated amount of such Lender’s commitment hereunder, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Indebtedness or waiver any Fees or other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (d) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the provisions Collateral (provided that neither Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of Agent and the Lenders, provided however that Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Guarantor or otherwise), (irrespective e) terminate or modify any indemnity provided to the Lenders hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, or (f) change the definitions of “Revolving Credit Percentage”, “Term Loan Percentage”, “Weighted Percentage”, “Interest Periods”, “Majority Lenders”, “Majority Revolving Credit Lenders”, “Majority Term Loan Lenders”, Sections 10.2 or 10.3 hereof or this Section 13.10; provided further, that notwithstanding the foregoing, the definitions of “Borrowing Base”, “Eligible Accounts”, “Eligible Inventory” may be changed, and the Revolving Credit Maturity Date may be postponed or extended, only with the consent of all of the kind and amount Revolving Credit Lenders; the Term Loan Maturity Date may be postponed or extended only with the consent of Securities then owned by it) shall all the Term Loan Lenders; provided further, that notwithstanding the foregoing, any amendment or wavier of, or consent to any variation from, the mandatory prepayment provisions in Section 4.8 of the Credit Agreement may be informed thereof made with the consent of the Majority Term Loan Lenders; provided further, that no amendment, waiver or consent shall, unless in a writing signed by the Company andSwing Line Lender, if such holder is entitled do any of the following: (x) reduce the principal of, or interest on, the Swing Line Note or (y) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note; provided further, that no amendment, waiver or consent shall, unless in a writing signed by Issuing Lender affect the rights or duties of Issuing Lender under this Agreement or any of the other Loan Documents and no amendment, waiver, or consent shall, unless in a writing signed by the Agent affect the rights or duties of the Agent under this Agreement or any other Loan Document. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless expressly stated to refer to Majority Lenders (or the like). The Agent shall, upon the written request of Borrowers, execute and deliver to the benefit Credit Parties such documents as may be necessary to evidence (1) the release of any such provision proposed Lien granted to or held by the Agent upon any Collateral: (a) upon Payment in Full of all Indebtedness payable under this Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be amended sold or waiveddisposed of as part of or in connection with any disposition (whether by sale, shall be afforded by merger or by any other form of transaction and including the opportunity property of considering any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. terms of this Agreement; (c) In determining whether which constitutes property in which a Credit Party owned no interest at the requisite holders of Securities have given time the Lien was granted or at any authorizationtime thereafter; or (d) if approved, consent authorized or waiver under this section 16, any Securities owned ratified in writing by the Company Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.10; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than Holdings or a Subsidiary of Holdings as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of their respective Affiliates the sale or other disposition, all of which shall be disregarded constitute and deemed not to be outstandingremain part of the Collateral.

Amendment and Waiver. (a) Any term of this This Agreement andmay be amended, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of modified or supplemented only by a written instrument executed by the Company, the Founder, the Founder Holding Company and the Preferred Majority; provided, however, that (i) this Agreement may not be amended, modified or compliance therewith terminated, and no provision hereof may be waived, in writing onlyeach case, by in any way which would materially adversely affect the Required Holders rights of each class a specific Investor hereunder in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of all other Investors hereunder, without also the written consent of such Investor, and (ii) any provision that specifically and expressly gives a right to a named Party shall not be amended or waived without the prior written consent of such named Party. Notwithstanding the foregoing, the Right of Participation of any Investor as provided in Section 5 shall not be waived without prior written consent of such Investor, unless the Right of Participation of all Investors are being waived with respect to a particular issuance of New Securities; provided, however, that in the event that a Series C Lead Investor’s Right of Participation is waived with respect to a specific issuance of New Securities entitled without such Series C Lead Investor’s consent, but any other Investor (or any Affiliate thereof) is offered the Right of Participation in such particular transactions, then such Series C Lead Investor shall also be offered the Right of Participation in such particular transactions to the benefits of such termsame extent and on the same terms and conditions as the other participating Investors. Notwithstanding anything herein to the contrary, provided that (i) any rights of the Series C Preferred Shares may not be amended, modified, terminated or waived without the written consent of the Requisite Series C Holders, (ii) any rights of the Series B-2 Preferred Shares may not be amended, modified, terminated or waived without the written consent of the holders of all a majority of the Notes at the time outstandingthen outstanding Series B-2 Preferred Shares, no such amendment or waiver shall (Aiii) change the amount any rights of the principal of Series B-1 Preferred Shares may not be amended, modified, terminated or any rate of interest on or waived without the amount of any premium payable with respect to any written consent of the Notes or change the payment terms holders of any a majority of the Notesthen outstanding Series B-1 Preferred Shares, or, except as provided in the Notes and (and the Note Guarantees), subordinate the obligation iv) any rights of the Company (Series A Preferred Shares may not be amended, modified, terminated or any Subsidiary Guarantor) to pay any amount due on waived without the Notes (or on written consent of the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any a majority of the then outstanding Series A Preferred Shares, unless in each case, such amendment, effectuate any such modification, termination or waiver or accelerate payment of applies to all Investors in the Notes. Executed or true same fashion and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but is made in any event not later than five days) following the effective date thereofconnection with a Qualified Financing. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or No waiver of any of the provisions provision of this Agreement by a Party, and no consent or any approval of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waiveda Party, shall be afforded effective unless set forth in a written instrument signed by (i) with respect to any Group Company, the opportunity Company or (ii) with respect to the Founder, Founder Holding Company or any Investor, Founder, the Founder Holding Company or the Investor (as the case may be). No failure or delay by a Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of considering the samesame preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by any other Party of any provision hereof shall be supplied by the Company with sufficient information deemed to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsa waiver of any subsequent breach of that or any other provision hereof. (c) In determining whether the requisite holders of Securities have given any authorizationAny amendment, waiver, consent or waiver under approval effected in accordance with this section 16, any Securities owned by Section 10.2 shall be binding upon the Company or any of Parties and their respective Affiliates Permitted Transferees. No consideration shall be disregarded and deemed offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the Investors. The Company shall give prompt notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to be outstandingsuch amendment, modification, termination, or waiver.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, with respect to any amendments to this Agreement or the other Loan Documents, by any Credit Party or the Guarantors that are signatories thereto), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless explicitly expressly stated to refer to Majority Lenders (or the like). (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent shall increase the stated amount of any Lender’s commitment hereunder without such Lender’s consent; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Lender or Lenders holding Indebtedness directly affected thereby, do any of the following: (A) reduce the principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (B) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (C) change any of the provisions of this Section 13.9 or the definitions of “Majority Lenders”, “Majority Revolving Credit Lenders”, “Majority Term Loan A Lenders”, “Majority Term Loan B Lenders,” “Majority Term Loan C Lenders,” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender; provided that changes to the definition of “Majority Lenders” may be made with the consent of only the Majority Lenders to include the Lenders holding any additional credit facilities that are added to this Agreement with the approval of the appropriate Lenders, and, (D) any modifications to the definitions of “Borrowing Base,” “Eligible Accounts” and “Eligible Foreign Accounts”; (iii) no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (A) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither the Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of the Agent and the Lenders, provided however that the Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise thereintransfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Loan Documents (whether in connection with the sale, transfer or other disposition of the applicable Guarantor or otherwise), (B) increase the maximum duration of Interest Periods permitted hereunder; or (C) modify Sections 10.2 or 10.3 hereof; (iv) any amendment, waiver or consent that will (A) reduce the principal of, or interest on, the Swing Line Note, (B) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note or (C) otherwise affect the rights and duties of the Swing Line Lender under this Agreement or any other Loan Document, shall require the written concurrence of the Swing Line Lender; (v) any amendment, waiver or consent that will affect the rights or duties of Issuing Lender under this Agreement or any of the other Loan Documents, shall require the written concurrence of the Issuing Lender; and (vi) any amendment, waiver, or consent that will affect the rights or duties of the Agent under this Agreement or any other Loan Document, shall require the written concurrence of the Agent. (c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Indebtedness owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Indebtedness or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other Operative modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage of the Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis). (d) The Agent shall, upon the written request of the Borrower, execute and deliver to the Credit Parties such documents as may be necessary to evidence (1) the release of any Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Commitments and payment in full of all Indebtedness payable under this Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be sold or disposed of as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement; (c) which constitutes property in which a Credit Party owned no interest at the time the Lien was granted or at any time thereafter; or (d) if approved, authorized or ratified in writing by the Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.9; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than the Borrower or a Subsidiary of the Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) the Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of the sale or other disposition, all of which shall constitute and remain part of the Collateral. (e) Notwithstanding anything to the contrary herein the Agent may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing Borrower only, by the Required Holders of each class of Securities entitled to the benefits of such termamend, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment modify or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of supplement this Agreement or any of the other Operative Loan Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company andto cure any ambiguity, if such holder is entitled to the benefit of any such provision proposed to be amended omission, mistake, defect or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsinconsistency. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. The Borrower shall not, and shall not permit the Parent or any Subsidiary of the Borrower to, enter into any amendment of any term or provision, or accept any consent or waiver with respect to any such provision, of (a) Any term its articles of this Agreement andincorporation or by-laws in any manner material and adverse to the Lenders, unless explicitly provided otherwise therein, (b) any material provision of any material Capital Lease in any manner material and adverse to the Lenders or (c) any provision in any Ground Lease provision that is set forth on Exhibit K hereto. --------- The Borrower shall not, nor shall it permit the Parent or any Subsidiary of the Borrower to, amend or change (or take any action or fail to take any action the result of which is an effective amendment or change) or accept any waiver or consent with respect to, the Subordinated Debt or the Parent Senior Notes, the Indenture or any other Operative Documents mayParent Senior Notes Documentation, with or any Second Parent Issuance Documentation or any Bridge Debt, that would result in (a) an increase in any principal, interest, fees, or other amounts payable under the consent Subordinated Debt, the Parent Senior Notes Documentation, the Second Parent Issuance Documentation or the Bridge Debt (including without limitation a waiver or action that results in the waiver of any payment default under the Subordinated Debt, the Bridge Debt, the Parent Senior Notes Documentation or the Second Parent Issuance Documentation), (b) a change in any date fixed for any payment of principal, interest, fees, or other amounts payable under the Subordinated Debt, the Bridge Debt, the Parent Senior Notes Documentation or the Second Parent Issuance Documentation (including, without limitation, as a result of any redemption) to a date earlier than January 31, 2005, (c) a change in any financial covenant in the Subordinated Debt, the Parent Senior Notes Documentation, the Bridge Debt or the Second Parent Issuance Documentation to a more restrictive provision for the Borrower, the Parent or any Subsidiary of the CompanyBorrower, be amended, (d) an increase in any remedy or compliance therewith may be waived, in writing only, by right (or any change that broadens the Required Holders of each class of Securities entitled to the benefits of such term, provided that (irights or remedies) without the consent of the holders of all the Subordinated Debt, the Bridge Debt, the Parent Senior Notes Documentation or the Second Parent Issuance Documentation, (e) a change in any covenant, term or provision in the Subordinated Debt, the Bridge Debt, the Parent Senior Notes Documentation or the Second Parent Issuance Documentation which would result in such term or provision being more restrictive than the terms of this Agreement and the Loan Papers, (f) a change in any term or provision of the Parent Senior Notes at Documentation that would alter the time outstanding, no such amendment definition of Acquisition Debt or waiver shall (A) change the amount Section 1008 of the principal Indenture in a manner that would make it more restrictive or effect the usage of or any rate of interest on the Revolver B Loan or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligationTerm Loan A, or (Bg) a change the percentage of holders of Notes required to approve in any such amendment, effectuate any such waiver term or accelerate payment provision of the Notes. Executed Subordinated Debt, the Parent Senior Notes Documentation or true and correct copies of any amendmentthe Second Parent Issuance Documentation, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but other document or instrument in connection therewith that could have, in any event not later than five days) following material respect, an adverse effect on the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any interests of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsLenders. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. No failure or delay of the Holder in exercising any power or right hereunder (other than a failure to exercise Warrants in accordance with the provisions hereof) will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No notice or demand on the Company in any case will entitle the Company to any other or future notice or demand in similar or other circumstances. Subject to the last sentence of this Section 13, (a) Any term of if the Company so directs, the Company and the Warrant Agent will supplement or amend this Agreement and, unless explicitly provided otherwise therein, without the approval of any Holders in order to cure any ambiguity or correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder which the Company and the Warrant Agent may deem necessary or desirable and which shall not in any way adversely affect the interests of the other Operative Documents mayHolders of Warrants or the Warrant Agent and (b) the Company and the Warrant Agent may from time to time supplement or amend this Agreement, with the consent of Holders of at least 50% of the CompanyWarrants then outstanding, for any other purpose. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment which increases the Warrant Price, decreases the period of time remaining during which the Warrants may be amendedexercised, or compliance therewith may changes in a manner adverse to Holders the number of Warrant Shares purchasable upon the exercise of Warrants will be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) made without the consent of the holders of all of the Notes at the time outstandingHolders. Any such amendment, no such amendment modification, or waiver shall (A) change effected pursuant to and in accordance with the amount provisions of this Section 13 will be binding upon all Holders and upon each future Holder, the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the NotesCompany, or, except as provided in the Notes (and the Note Guarantees), subordinate Warrant Agent. In the obligation event of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver modification, or accelerate payment of the Notes. Executed or true and correct copies of any amendmentwaiver, waiver or consent effected pursuant to this section 16 shall be delivered by the Company will give prompt notice thereof to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company all Holders and, if such holder is entitled to the benefit appropriate, notation thereof will be made on all Warrant Certificates thereafter surrendered for registration of any such provision proposed to be amended transfer or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsexchange. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (aA) Any term term, covenant agreement or condition of this Agreement and, unless explicitly provided otherwise therein, of any or of the other Operative Documents Notes may, with the consent of the Company, Borrower be amended, or compliance therewith may be waived, waived (either generally or in writing onlya particular instance and either retroactively or prospectively), by one or more substantially concurrent written instruments signed by the Required Holders Majority Holders, except that (1) no such amendment or waiver shall (a) change the principal of, or the rate of each class interest on, any of Securities entitled the Notes, (b) change the time of payment of all or any portion of the principal of or interest on or any prepayment charge payable with respect to any of the Notes, (c) modify any of the provisions of this Agreement or of the Notes with respect to the benefits payment or prepayment of the principal thereof or prepayment charge or interest thereon, (d) change the percentage of Notes required with respect to any such termamendment or to effectuate any such waiver, provided that (ie) modify any provision of this Section or (f) modify any provision of Section 13.1 or 16.14 hereof or of the Subsidiary Guarantee, without in each case the specific prior written consent of the holders of all of the Notes at the time outstanding; and (2) no such waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. (B) Any amendment or waiver pursuant to Subsection (A) of this Section 16.2 shall apply equally to all holders of the Notes at the time outstanding and shall be binding upon them, upon each future holder of any Note, and upon the Borrower, in each case whether or not a notation thereof shall have been placed on any Note. (C) Notwithstanding any other provision contained in this Section 16.2 or elsewhere in this Agreement to the contrary, Notes which at any time are held by Holdings, the Borrower or by any or their Subsidiaries or Affiliates shall not be deemed outstanding for purposes of any vote, consent, approval, waiver or other action required or permitted to be taken by the holders of Notes, or by any of them, under the provisions of this Section 16.2 or Section 13 of this Agreement, and none of Holdings, the Borrower or any such Subsidiary or Affiliate shall be entitled to exercise any right as a holder of Notes with respect to any such vote, consent, approval or waiver or to take or participate in taking any such action at any time. (D) The parties hereto agree that no amendments or waivers pursuant to this Section 16.2 shall be granted unless each holder of Notes has had the opportunity to participate in conferences and discussions with respect to any such amendments or waivers, and has received the same information, drafts, notices, memoranda and other written communications pertaining to such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to are received by any other obligation, Purchaser or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofEligible Holder. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of Except as otherwise expressly provided, this Agreement andmay be amended or modified, unless explicitly provided otherwise therein, of any and the obligations of the other Operative Documents may, with Company and the consent rights of the Company, be amended, or compliance therewith Holders under this Agreement may be waived, in writing only, by only upon the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the written consent of the Company and the holders of all at least seventy-five percent (75%) of the Notes at then-outstanding Registrable Securities. Notwithstanding the time outstandingforegoing, no such amendment this Agreement may not be amended or waiver shall (A) change terminated and the amount of the principal of or any rate of interest on or the amount observance of any premium payable term hereof may not be waived with respect to any Investor without the written consent of the Notes or change the payment terms of any of the Notessuch Investor, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any unless such amendment, effectuate termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms and that the waiving Investors and their Affiliates do not, by separate agreement with the Company, purchase securities in such transaction). The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Subsection 5.5 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendmentsuch term, waiver condition, or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofprovision. (b) The For the purposes of determining the number of Holders or Investors entitled to vote or exercise any rights hereunder, the Company will not, directly shall be entitled to rely solely on the list of record holders of its stock as maintained by or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any on behalf of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsCompany. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, with respect to any amendments to this Agreement or the other Loan Documents, by any Credit Party or the Guarantors that are signatories thereto), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless explicitly expressly stated to refer to Majority Lenders (or the like). (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent shall increase the stated amount of or extend any Lender’s commitment hereunder without such Lender’s consent; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Lender or Lenders holding Indebtedness directly affected thereby, do any of the following: (A) reduce the principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (B) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder (except with respect to the payments required under Section 2.10(b)), (C) change any of the provisions of this Section 13.10 or the definitions of “Majority Lenders”, or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; provided that changes to the definition of “Majority Lenders” may be made with the consent of only the Majority Lenders to include the Lenders holding any additional credit facilities that are added to this Agreement with the approval of the appropriate Lenders, and (D) any modifications to the definitions of “Borrowing Base”, “Eligible Monthly Recurring Revenue”, “Eligible Recurring Revenue Contracts”, “Recurring Revenue”, “Operational Performance Guarantees” and “PMPM Performance Cap”; (iii) no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (A) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither the Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of the Agent and the Lenders, provided however that the Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise thereintransfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Loan Documents (whether in connection with the sale, transfer or other disposition of the applicable Guarantor or otherwise), (B) increase the maximum duration of Interest Periods permitted hereunder; or (C) modify Sections 10.2 or 10.3 hereof; (iv) any amendment, waiver or consent that will (A) reduce the principal of, or interest on, the Swing Line Note, (B) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note or (C) otherwise affect the rights and duties of the Swing Line Lender under this Agreement or any other Loan Document, shall require the written concurrence of the Swing Line Lender; (v) any amendment, waiver or consent that will affect the rights or duties of Issuing Lender under this Agreement or any of the other Loan Documents, shall require the written concurrence of the Issuing Lender; and (vi) any amendment, waiver, or consent that will affect the rights or duties of the Agent under this Agreement or any other Loan Document, shall require the written concurrence of the Agent. (c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Indebtedness owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Indebtedness or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other Operative modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis). (d) The Agent shall, upon the written request of the Borrower, execute and deliver to the Credit Parties such documents as may be necessary to evidence (1) the release of any Lien granted to or held by the Agent upon any Collateral: (a) upon Payment in Full of all Indebtedness; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be sold or disposed of as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement; (c) which constitutes property in which a Credit Party owned no interest at the time the Lien was granted or at any time thereafter; or (d) if approved, authorized or ratified in writing by the Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.10; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than Borrower or a Subsidiary of Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) the Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of the sale or other disposition, all of which shall constitute and remain part of the Collateral. (e) Notwithstanding anything to the contrary herein the Agent may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing Borrower only, by the Required Holders of each class of Securities entitled to the benefits of such termamend, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment modify or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of supplement this Agreement or any of the other Operative Loan Documents unless each holder to cure any ambiguity, omission, mistake, defect or inconsistency. (f) Notwithstanding the foregoing, no amendment and restatement of this Agreement which is in all other respects approved by the Lenders in accordance with this Section 13.10 shall require the consent or approval of any Lender (i) which immediately after giving effect to such amendment and restatement, shall have no commitment or other obligation to maintain or extend credit under this Agreement (as so amended and restated), including, without limitation, any obligation to participate in any Letter of Credit and (ii) which, substantially contemporaneously with the effectiveness of such amendment and restatement, shall have received payment in full of all Indebtedness owing to such Lender under the Loan Documents (other than any Indebtedness owing to such Lender in connection with Lender Products or under any Hedging Agreements). From and after the effectiveness of any such amendment and restatement, any such Lender shall be deemed to no longer be a “Lender” hereunder or a party hereto, except that any such Lender shall retain the benefits of indemnification provisions hereof which, by the terms hereof would survive the termination of this Agreement. (g) Each of the Securities parties hereto acknowledges and agrees that notwithstanding anything to the contrary set forth herein, no XXXX Event may be closed (irrespective x) until the date that is (i) if there are no Mortgaged Properties in a Flood Hazard Zone, ten (10) Business Days or (ii) if there are any Mortgaged Properties in a “special flood hazard area”, thirty (30) days, in each case, after the Agent or Borrower have delivered to the Lenders the following documents in respect of such real property: (A) a completed flood hazard determination from a third party vendor; (B) if such real property is located in a “special flood hazard area”, (1) a notification to the kind and amount applicable Credit Parties of Securities then owned by it) shall be informed thereof by the Company that fact and, if such holder is entitled applicable, notification to the benefit applicable Credit Parties that flood insurance coverage is not available and (2) evidence of the receipt by the applicable Credit Parties of such notice; and (3) if required by applicable Flood Laws, evidence of required flood insurance with respect to which flood insurance has been made available under applicable Flood Laws; provided that, subject to clause (y) below, any such provision proposed XXXX Event may be closed prior to be amended the expiration of such period if the Agent shall have received confirmation from each Lender that such Lender has completed any necessary flood insurance due diligence to its reasonable satisfaction or waived, shall be afforded the opportunity (y) if any part of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer property is accepted by such holder, shall be offered located in a Flood Hazard Zone and paid such remuneration and granted such security on the same termsflood insurance coverage is not available. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this This Securities Exchange Agreement andmay be amended or supplemented, unless explicitly provided otherwise therein, and the observance of any of the other Operative Documents may, with the consent of the Company, be amended, term hereof or compliance therewith thereof may be waived, in writing only, by with the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the written consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall Company and (A) change the amount of the principal of or any rate of interest on or prior to the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the NotesClosing Date, oryou, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change after the percentage of Closing Date, the holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment 51% of the outstanding Series A Preferred Stock and 51% of the outstanding Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectlyshall not solicit, request or negotiate for, for or offer or pay any remuneration or grant any security as an inducement for, with respect to any proposed waiver or amendment or waiver of any of the provisions of this Securities Exchange Agreement or any of the other Operative Documents Securities unless each holder of the Securities (irrespective of the kind and amount of 50 Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, and shall be afforded the opportunity opportunity, if eligible to participate, of considering the same, same and shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, thereto. Executed or true and correct copies of any waiver effected pursuant to the provisions of this 13.4 shall be offered delivered by the Company to each holder of outstanding Securities forthwith following the date on which the same shall have been executed and delivered by the holder or holders of the requisite percentage of outstanding Securities. The Company shall not, directly or indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any holder of the Securities as consideration for or as an inducement to the entering into by any holder of the Securities of any waiver or amendment of any of the terms and provisions of this Securities Exchange Agreement unless such remuneration and granted such security enumeration is concurrently paid, on the same terms. (c) In determining whether , ratably to the requisite holders of all of the Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be then outstanding.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by any Credit Party or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors that are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notesspecific instance and for the specific purpose for which given. Executed All references in this Agreement to “Lenders” or true and correct copies of any “the Lenders” shall refer to all Lenders, unless expressly stated to refer to Majority Lenders (or the like). (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent effected pursuant to this section 16 shall be delivered increase the stated amount of any Lender’s commitment hereunder without such Lender’s consent; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Company to each holder Lender or Lenders holding Indebtedness directly affected thereby, do any of Securities forthwith (but in any event not later than five days) following the effective date thereof.following: (bA) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Indebtedness or waiver any Fees or other amounts payable hereunder, (B) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder (except with respect to the payments required under Sections 2.10(a) and 4.8), (C) change any of the provisions of this Section 13.10 or the definitions of “Majority Lenders”, “Majority Revolving Credit Lenders”, “Majority Term Loan Lenders”, “Majority Draw-To Term Loan Lenders,” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender; provided that changes to the definition of “Majority Lenders” may be made with the consent of only the Majority Lenders to include the Lenders holding any additional credit facilities that are added to this Agreement with the approval of the appropriate Lenders, and, (D) any modifications to the definitions of “Borrowing Base”, “Eligible Accounts” and “Eligible Inventory”; (iii) no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (A) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither the Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of the Agent and the Lenders, provided however that the Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Guarantor or otherwise), (irrespective B) increase the maximum duration of Interest Periods permitted hereunder; or (C) modify Sections 10.2 or 10.3 hereof; (iv) any amendment, waiver or consent that will (A) reduce the principal of, or interest on, the Swing Line Note, (B) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note or (C) otherwise affect the rights and duties of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of Swing Line Lender under this Agreement or any such provision proposed to be amended or waivedother Loan Document, shall be afforded require the opportunity written concurrence of considering the sameSwing Line Lender; (v) any amendment, waiver or consent that will affect the rights or duties of Issuing Lender under this Agreement or any of the other Loan Documents, shall be supplied by require the Company with sufficient information to enable it to make an informed decision with respect thereto written concurrence of the Issuing Lender; and (vi) any amendment, if such offer is accepted by such holderwaiver, or consent that will affect the rights or duties of the Agent under this Agreement or any other Loan Document, shall be offered and paid such remuneration and granted such security on require the same termswritten concurrence of the Agent. (c) In determining whether Notwithstanding anything to the requisite holders contrary herein, no Defaulting Lender shall have any right to approve or disapprove of Securities have given any authorizationamendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or waiver reduction of the principal amount of any Indebtedness owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Indebtedness or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis). (d) The Agent shall, upon the written request of the Borrower, execute and deliver to the Credit Parties such documents as may be necessary to evidence (1) the release of any Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Revolving Credit Aggregate Commitment and Draw-To Term Loan Aggregate Commitment and payment in full of all Indebtedness (other than contingent indemnification obligations) payable under this section 16Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Securities Person) sold or to be sold or disposed of as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted or consented to in accordance with the terms of this Agreement; (c) which constitutes property in which a Credit Party owned no interest at the time the Lien was granted or at any time thereafter; or (d) if approved, authorized or ratified in writing by the Company Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.10; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than the Borrower or a Subsidiary of the Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) the Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of the sale or other disposition, all of which shall constitute and remain part of the Collateral. (e) Notwithstanding anything to the contrary herein the Agent may, upon notice to each Lender and with the consent of the Borrower only, amend, modify or supplement this Agreement or any of their respective Affiliates the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency. (f) Notwithstanding the foregoing, no amendment and restatement of this Agreement which is in all other respects approved by the Lenders in accordance with this Section 13.10 shall require the consent or approval of any Lender (i) which immediately after giving effect to such amendment and restatement, shall have no commitment or other obligation to maintain or extend credit under this Agreement (as so amended and restated), including, without limitation, any obligation to participate in any Letter of Credit and (ii) which, substantially contemporaneously with the effectiveness of such amendment and restatement, shall have received payment in full of all Indebtedness (other than contingent indemnification obligations) owing to such Lender under the Loan Documents (other than any Indebtedness owing to such Lender in connection with Lender Products or under any Hedging Agreements). From and after the effectiveness of any such amendment and restatement, any such Lender shall be disregarded and deemed not to no longer be outstandinga “Lender” hereunder or a party hereto, except that any such Lender shall retain the benefits of indemnification provisions hereof which, by the terms hereof would survive the termination of this Agreement.

Amendment and Waiver. (a) Any term of Except as otherwise expressly provided, this Agreement andmay be amended or modified, unless explicitly provided otherwise therein, of any and the obligations of the other Operative Documents may, with Company and the consent rights of the Company, be amended, or compliance therewith Holders under this Agreement may be waived, only upon the written consent of the Company and the holders of a majority of the then-outstanding Registrable Securities. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction). The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing onlyto such amendment, by termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Section 5.5 shall be binding on all parties hereto, regardless of whether any such party has consented thereto provided, however, that notwithstanding the Required Holders of each class of Securities entitled to the benefits of such termforegoing, provided that (i) Section 3.7(a) of this Agreement shall not be amended or waived without the written consent of any of NEA, Osage, Xxxxxxx, Altitude, Roche, Longwood or Xxxxx Street so long as such party is entitled to designate an observer pursuant to Section 3.7(a), (ii) Section 3.7(b) shall not be amended or waived without the written consent of AstraZeneca so long as such party is entitled to designate an observer pursuant to Section 3.7(b) and (iii) Section 3.7(c) shall not be amended or waived without the written consent of the holders of all a majority of the Notes at the time outstanding, no shares of New Preferred Stock so long as such amendment or waiver shall (A) change the amount of the principal holders are entitled to designate an observer pursuant to Section 3.7(c). No waivers of or exceptions to any rate term, condition, or provision of interest on this Agreement, in any one or the amount more instances, shall be deemed to be or construed as a further or continuing waiver of any premium payable with respect to any of the Notes or change the payment terms of any of the Notessuch term, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligationcondition, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofprovision. (b) The For the purposes of determining the number of Holders or Investors entitled to vote or exercise any rights hereunder, the Company will not, directly shall be entitled to rely solely on the list of record holders of its stock as maintained by or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any on behalf of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsCompany. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this This Agreement and, unless explicitly provided otherwise therein, may be amended from time to time by the Depositor and the Trustee without the consent of any of the other Operative Documents may, with the consent of the Company, be amended, Unitholders (a) to cure any ambiguity or compliance therewith to correct or supplement any provisions contained herein which may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment defective or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable inconsistent with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. provision contained herein; (b) The Company will not, directly to change any provision hereof as may be required by the Securities and Exchange Commission or indirectly, request any successor governmental agency exercising similar authority; or negotiate for, (c) to make such other provisions in regard to matters or offer questions arising hereunder as shall not adversely affect the interest of the Unitholders (as determined in good faith by the Depositor and the Trustee). This Agreement may also be amended from time to time by the Depositor and the Trustee (or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver the performance of any of the provisions of this Agreement may be waived) with the consent of holders of Units representing 66-2/3% of the Units at the time outstanding under the Trust Agreement of the individual Trust Fund or Trust Funds affected for the purpose of adding any provisions of this Agreement or of modifying in any manner the rights of the holders of Units of such Trust Fund or Trust Funds; PROVIDED, HOWEVER, that in no event may any amendment be made which would (a) alter the rights to the Unitholders as against each other, (b) provide the Trustee with the power to engage in business or investment activities other than as specifically provided in this Agreement or (c) adversely affect the characterization of the Trust as a grantor trust for federal income tax purposes; PROVIDED, FURTHER, that the consent of 100% of the Unitholders of any individual Trust Fund is required to amend this Agreement (a) to increase the number of Units of such Trust Fund issuable hereunder above the number of Units specified in the Prospectus or such lesser amount as may be outstanding at any time during the term of this Agreement, (b) to permit, in addition to acquisitions permitted under Section 3.10 hereof, the acquisition hereunder of any Securities for such Trust Fund different from those specified in Schedule A to the Trust Agreement, (c) to reduce the aforesaid percentage of Units the holders of which are required to consent to certain amendments and (d) to reduce the interest in such Trust Fund represented by any Units of such Trust Fund. Promptly after the execution of any amendment requiring the consent of the Unitholders or any of any other amendment if directed by the other Operative Documents unless each holder Depositor, the Trustee shall furnish written notification of the Securities (irrespective substance of such amendment to each Unitholder then of record affected thereby. It shall not be necessary for the consent of Unitholders under this Section 10.01 or under Section 9.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the kind and amount of Securities then owned execution thereof by it) Unitholders shall be informed thereof by subject to such reasonable regulations as the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsTrustee may prescribe. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any Except as otherwise expressly provided herein, any term of this Agreement and, unless explicitly provided otherwise therein, may be amended and the observance of any term of the other Operative Documents maythis Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) with the written consent of the Company and the Investors, or their transferees, holding at least 62% of the outstanding shares of Series B Preferred Stock, voting together as a single group (treated as if converted at the conversion rate then in effect and including, for such purposes, shares of Common Stock into which any Series B Preferred Stock shall have been converted that are held by an Investor); provided that any amendment, termination or waiver to the terms of Section 3 (or a defined term used therein) that occurs after the closing of the Qualified Public Offering shall instead require the written consent of the Company and Investors holding Registrable Securities representing at least 62% of the voting power of all Registrable Securities then held by all Investors. Furthermore, clause (x) of Section 5.1(a) of this Agreement shall not be amended to increase the minimum number of shares required to be held by an existing Investor or its transferee in order to receive the financial information described in Section 5.1(a) unless such amendment is approved by each existing Investor that would lose rights to such financial information as a result of such amendment. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, be amendedpurchase securities in such transaction). Notwithstanding the foregoing provision, no such amendment or compliance therewith may be waivedwaiver shall reduce the aforesaid percentage of Preferred Stock and Common Stock issued upon conversion thereof, in writing onlythe holders of which are required to consent to any waiver or supplemental agreement, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all at least 75% of such Preferred Stock and Common Stock. Any amendment or waiver effected in accordance with this Section 6.6 shall be binding upon the Company and each Investor and each transferee of the Notes at Registrable Securities. Upon the time outstanding, no effectuation of each such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Noteswaiver, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed promptly give written notice thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect Investors who have not previously consented thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsin writing. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or any Stockholder unless such modification, amendment or waiver is approved in writing (i) by the Company and (ii) the Onex Stockholders; provided, however, that no such modification, amendment or waiver shall be effective against any (i) Management Stockholder if such modification, amendment or waiver treats such Management Stockholder disproportionately and adversely in any materially adverse respect from all other Management Stockholders holding the same class or series of Equity Securities without such Management Stockholder’s consent and (ii) Additional Stockholder if such modification, amendment or waiver treats such Additional Stockholder disproportionately and adversely in any materially adverse respect from all other Additional Stockholders holding the same class or series of Equity Securities without any such Additional Stockholder’s consent. Notwithstanding the foregoing, (a) Any term the Company may from time to time add additional holders of Equity Securities of the Company as parties to this Agreement with the consent of the Onex Stockholders and without the consent or additional signatures of the other Stockholders (and amend and/or restate the Agreement, including any Schedules, Exhibits or Annexes hereto, solely to reflect such additional holders), and upon the Company’s receipt of such additional holder’s executed signature pages hereto or joinder agreement, such additional holders shall be deemed to be a party hereto (as a Minority Stockholder or otherwise) and such additional signature pages shall be a part of this Agreement and, unless explicitly provided otherwise therein, and (b) in the event that the ownership of any of Stockholder changes for any reason, the other Operative Documents mayCompany may substitute, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) Onex Stockholders and without the consent or additional signatures of the holders of all of the Notes at the time outstandingother Stockholders, no an updated Schedule I hereto reflecting such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount changes. The failure of any premium payable with respect party to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of enforce any of the provisions of this Agreement or any shall in no way be construed as a waiver of such provisions and shall not affect the other Operative Documents unless right of such party thereafter to enforce each holder and every provision of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company this Agreement in accordance with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same its terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. Neither this Agreement nor any Loan Document, nor any term or provision hereof or thereof, may be amended or waived orally, but only by an instrument in writing signed by the Majority Lenders (or, in the case of Security Documents executed by the Administrative Agent, signed by the Administrative Agent and approved by the Majority Lenders) and, in the case of an amendment, also by the Borrower, except that (a) Any term any decrease (other than pro rata) or increase in the amount of this Agreement and, unless explicitly provided otherwise therein, the Commitments of any Lender shall require the consent of the other Operative Documents maysuch Lender, with (b) any issuance of an Incremental Facility Commitment shall require only the consent of the CompanyIncremental Facility Lenders, be amendedthe Borrower and the Administrative Agent, or compliance therewith may be waived, and (c) in writing only, by the Required Holders event of each class of Securities entitled to the benefits of such term, provided that (i) any postponement in the scheduled time as set forth in Section 2.7 hereof for the payment of, or any reduction of, any scheduled payments of principal, interest or fees due hereunder or any extension of the Initial Maturity Date or the Final Maturity Date, (ii) any change in the Applicable Margin as set forth in Section 2.3(f) hereof, (iii) any release or impairment of any Collateral pledged by, or Guaranties of, AMC, IFC or WE (other than as provided in Section 10.6(b)), (iv) any release of the Borrower from the Obligations or any release or impairment of substantially all of the other Collateral or Guaranties issued in favor of the Administrative Agent (other than as provided in Section 10.6(b)), (v) any waiver of any Event of Default due to the failure by the Borrower to pay any sum due hereunder, (vi) except in connection with the implementation of the Incremental Facility Indebtedness to the extent necessary to accord the various types of Incremental Facility Loans treatment similar to the treatment accorded Loans of a similar type thereunder, any change to the application of payments made to the Administrative Agent and the other Credit Parties described in Sections 2.6(c), 2.12(a) and 2.12(b) hereof, or any change in the sharing of payment procedures described in Section 2.12(c) hereof, or (vii) any amendment of this Section 12.12 or of the definition of “Majority Lenders” or of any provision of this Agreement which refers to “Majority Lenders” if the effect thereof would be to amend the definition of “Majority Lenders”, as used in such provision, any amendment or waiver may be made only by an instrument in writing signed by each of the Lenders and, in the case of an amendment, also by the Borrower; provided, however, notwithstanding anything to the contrary contained herein, any amendment of Section 2.14 or any other term or provision of this Agreement or any other Loan Document required in connection with the implementation of the Incremental Facility Indebtedness shall require only the consent of the Majority Lenders and the Borrower. Any amendment, modification, waiver, consent, termination or release of any Credit Party Interest Hedge Agreement may be effected by the parties thereto without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofLender Group. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by Agent or by all Lenders, as the case may be (and, with respect to any amendments to this Agreement or the other Loan Documents, by any Credit Party or the Guarantors that are signatories thereto), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless explicitly expressly stated to refer to Majority Lenders (or the like). (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent shall increase the stated amount of any Lender’s commitment hereunder without such Lender’s consent; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Lender or Lenders holding Indebtedness directly affected thereby, do any of the following: (A) reduce the principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (B) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (C) change any of the provisions of this Section 13.10 or the definitions of “Majority Lenders”, or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender; provided that changes to the definition of “Majority Lenders” may be made with the consent of only the Majority Lenders to include the Lenders holding any additional credit facilities that are added to this Agreement with the approval of the appropriate Lenders, and, (iii) no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (A) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither the Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of the Agent and the Lenders, provided however that the Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise thereintransfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Loan Documents (whether in connection with the sale, transfer or other disposition of the applicable Guarantor or otherwise), (B) increase the maximum duration of Interest Periods permitted hereunder; or (C) modify Sections 10.2 or 10.3 hereof; (iv) any amendment, waiver or consent that will (A) reduce the principal of, or interest on, the Swing Line Note, (B) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note or (C) otherwise affect the rights and duties of the Swing Line Lender under this Agreement or any other Loan Document, shall require the written concurrence of the Swing Line Lender; (v) any amendment, waiver or consent that will affect the rights or duties of Issuing Lender under this Agreement or any of the other Loan Documents, shall require the written concurrence of the Issuing Lender; and (vi) any amendment, waiver, or consent that will affect the rights or duties of the Agent under this Agreement or any other Loan Document, shall require the written concurrence of the Agent. (c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Indebtedness owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Indebtedness or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other Operative modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis). (d) The Agent shall, upon the written request of the Borrowers, execute and deliver to the Credit Parties such documents as may be necessary to evidence (1) the release of any Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Revolving Credit Aggregate Commitment and payment in full of all Indebtedness payable under this Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be sold or disposed of as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement; (c) which constitutes property in which a Credit Party owned no interest at the time the Lien was granted or at any time thereafter; or (d) if approved, authorized or ratified in writing by the Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.10; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than the Borrowers or a Subsidiary of the Borrowers as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) the Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of the sale or other disposition, all of which shall constitute and remain part of the Collateral. (e) Notwithstanding anything to the contrary herein the Agent may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing Borrowers only, by the Required Holders of each class of Securities entitled to the benefits of such termamend, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment modify or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of supplement this Agreement or any of the other Operative Loan Documents unless each holder to cure any ambiguity, omission, mistake, defect or inconsistency. (f) Notwithstanding the foregoing, no amendment and restatement of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof this Agreement which is in all other respects approved by the Company andLenders in accordance with this Section 13.10 shall require the consent or approval of any Lender (i) which immediately after giving effect to such amendment and restatement, if shall have no commitment or other obligation to maintain or extend credit under this Agreement (as so amended and restated), including, without limitation, any obligation to participate in any Letter of Credit and (ii) which, substantially contemporaneously with the effectiveness of such holder is entitled amendment and restatement, shall have received payment in full of all Indebtedness owing to such Lender under the benefit Loan Documents (other than any Indebtedness owing to such Lender in connection with Lender Products or under any Hedging Agreements). From and after the effectiveness of any such provision proposed to be amended or waivedamendment and restatement, any such Lender shall be afforded deemed to no longer be a “Lender” hereunder or a party hereto, except that any such Lender shall retain the opportunity benefits of considering the sameindemnification provisions hereof which, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on terms hereof would survive the same termstermination of this Agreement. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. Neither this Agreement nor any term hereof may be amended orally, nor may any provision hereof be waived orally but only by an instrument in writing signed by the Required Lenders and the Administrative Agent at the direction of the Required Lenders and, in the case of an amendment, by the Borrower, except that in the event of (a) Any term any increase in the amount of this Agreement andany Commitment or any increase in any Lender's Commitment Ratio, unless explicitly (b) any delay or extension in the terms of repayment of the Loans or any mandatory reductions in either Commitment provided in Sections 2.5 or 2.7(b) hereof, (c) any reduction in principal, interest or fees due hereunder or postponement of the payment thereof without a corresponding payment by the Borrower, (d) any release of any material portion of the Collateral for the Loans, except in connection with a merger, sale or other disposition otherwise thereinpermitted hereunder (in which case such release shall require no further approval by the Lenders), (e) any waiver of any Default due to the failure by the Borrower to pay any sum due to any of the other Operative Documents mayLenders hereunder, with the consent (f) any release of any Guaranty of all or any portion of the CompanyObligations, be amendedexcept in connection with a merger, sale or compliance therewith other disposition otherwise permitted hereunder (in which case, such release shall require no further approval by the Lenders) or (g) any amendment of this Section 11.12, the definition of Required Lenders or of any Section herein to the extent that such Section requires action by all Lenders, any such amendment or waiver or consent may be waivedmade only by an instrument in writing signed by each of the Lenders and the Administrative Agent and, in writing onlythe case of an amendment, by the Required Holders of each class of Securities entitled Borrower. Any amendment to any provision hereunder governing the benefits of such termrights, provided that (i) without the consent obligations or liabilities of the holders Administrative Agent may be made only by an instrument in writing signed by the Administrative Agent and by each of the Lenders. No term or provision of any Security Document may be amended or waived orally, but only by an instrument in writing signed by the Administrative Agent with the direction of the Required Lenders and, in the case of an amendment, by such of the Borrower and the Borrower's Subsidiaries as are party thereto; provided, however, that the written consent of all of the Notes at the time outstanding, no such amendment or waiver Lenders shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable be required with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) amendment to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement any Security Document which would have the effect of (i) releasing any material portion of the Collateral for the Loans, other than in connection with any merger, sale or other disposition otherwise permitted hereunder (which shall require no further approval by the Lenders) or (ii) releasing any Guarantor from all or any portion of the Obligations, except in connection with a merger, sale or other Operative Documents unless each holder of the Securities disposition otherwise permitted hereunder (irrespective of the kind and amount of Securities then owned by it) in which case, such release shall be informed thereof require no further approval by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsLenders). (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed No amendment or waiver of any of the provisions provision of this Agreement or any of the other Operative Related Documents to which any Bank is a party, nor any consent to any departure by the Borrower therefrom, shall in any event be effective unless each holder the same shall be in writing and signed by the Required Banks, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given; provided, however, that no amendment, waiver or consent, shall, unless in writing and signed by all Banks do any of the Securities following: (irrespective i) increase the Revolving Commitment, (ii) reduce the principal of, or premiums or interest on, the Revolving Notes or the commitment fee payable in accordance with Section 2.12 hereunder, (iii) postpone any date fixed for any payment of principal of, or interest on, the Revolving Notes or such commitment fee or any other amount due hereunder or under any Related Document to any Bank, or waive any default in the payment of principal, interest or any other amount due hereunder or under any Related Document to which any Bank is a party, (iv) increase the advance rates above those set forth in the definition of "Formula Amount", (v) change the definition of "Required Banks", (vi) release any material portion of the kind Collateral otherwise than in accordance with the Related Documents, or (vii) amend this Section 12.06 or any other provision requiring the consent of all of the Banks. No failure on the part of the Agent or any Bank to exercise, and amount of Securities then owned by it) no delay in exercising, any right hereunder shall be informed operate as a waiver thereof by or preclude any other or further exercise thereof or the Company and, if such holder is entitled to the benefit exercise of any such provision proposed other right. Neither any failure nor any delay on the part of the Required Banks in exercising any right, power or privilege hereunder or under any of the Related Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No notice to be amended or waived, demand on the Borrower in any case shall be afforded entitle the opportunity of considering Borrower to any other or further notice or demand in the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto andsimilar or other circumstances, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsexcept as explicitly stated herein. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the CompanyCompanies, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Operating Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes; (ii) without the consent of the holders of all of the Warrants and Warrant Shares at the time outstanding, no such amendment or waiver shall (A) modify any of the provisions of section 11 or section 12, or (B) change the percentage of holders of the Warrants and Warrant Shares required to approve any such amendment or effect any such waiver; and (iii) no such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 19 shall be delivered by the Company Companies to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company Companies will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company Companies and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company Companies with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, and shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 1619, any Securities owned by the Company Companies or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other Operative Documents mayright, with the consent power or remedy. The remedies provided for herein are cumulative and are not exclusive of the Company, be amended, or compliance therewith any remedies that may be waivedavailable to the parties hereto at law, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment equity or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofotherwise. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the terms and provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall may not be informed thereof by the Company andmodified, if such holder is entitled to the benefit of any such provision proposed to be supplemented, amended or waived, shall be afforded the opportunity of considering the same, shall be supplied except pursuant to a writing signed by the Company with sufficient information and the holders of a majority of the then-issued and outstanding Common Stock; provided, however, that any such modification, supplement, amendment or waiver that disproportionately and materially adversely affects the rights or obligations of any Stockholder or Stockholders under this Agreement as compared to enable it to make an informed decision with respect thereto and, if any other Stockholder or Stockholders shall require the prior written consent of such offer is accepted Stockholder or holders of a majority of the then issued and outstanding Common Stock of such similarly-situated Stockholders so affected by such holdermodification, supplement, amendment or waiver; provided further, that any modification, supplement, amendment or waiver that materially adversely affects the rights or obligations of any Stockholder or Stockholders under Section 3.1, Section 3.2, Section 3.3, Section 7.2 or this Section 9.3 shall require the prior written consent of such Stockholders so affected by such modification, supplement, amendment or waiver; provided further, that any amendment to the definition of Major Stockholder or Significant Stockholder or any amendment of the rights of the Major Stockholders or the Significant Stockholders shall require the prior written consent of at least a majority of the Major Stockholders or the Significant Stockholders, as applicable, as of such time. Any such modification, supplement, amendment, waiver or consent provided in accordance with this Section 9.3(b) shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by binding upon the Company or any and all of their respective Affiliates shall be disregarded and deemed not to be outstandingthe Stockholders.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by any Credit Party or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors that are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notesspecific instance and for the specific purpose for which given. Executed All references in this Agreement to “Lenders” or true and correct copies of any “the Lenders” shall refer to all Lenders, unless expressly stated to refer to Majority Lenders (or the like). (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent effected pursuant to this section 16 shall be delivered increase the stated amount of any Lender’s commitment hereunder without such Lender’s consent; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Company to each holder Lender or Lenders holding Indebtedness directly affected thereby, do any of Securities forthwith (but in any event not later than five days) following the effective date thereof.following: (b1) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Indebtedness or waiver any Fees or other amounts payable hereunder or the rate of any of the foregoing, (2) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder (except with respect to the payments required under Sections 2.10(b) and 4.8), (3) change any of the provisions of this Section 13.10 or the definitions of “Majority Lenders”, “Majority Revolving Credit Lenders”, “Majority Term Loan Lenders”, or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender; provided that changes to the definition of “Majority Lenders” may be made with the consent of only the Majority Lenders to include the Lenders holding any additional credit facilities that are added to this Agreement with the approval of the appropriate Lenders, and (4) any modifications to the definitions of “Borrowing Base”, “Eligible Accounts”, and “Unbilled Accounts” or any related provisions governing the limitations on borrowings based on the Borrowing Base; (iii) no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (1) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of Agent and the Lenders, provided however that Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Guarantor or otherwise), (irrespective 2) increase the maximum duration of Interest Periods permitted hereunder; or (3) modify Sections 10.2 or 10.3 or otherwise alter the manner in which payments are shared or the order of application thereof; (iv) any amendment, waiver or consent that will (A) reduce the principal of, or interest on, the Swing Line Notes, (B) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Notes or (C) otherwise affect the rights and duties of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of Swing Line Lender under this Agreement or any such provision proposed to be amended or waivedother Loan Document, shall be afforded require the opportunity written concurrence of considering the sameSwing Line Lender; (v) any amendment, waiver or consent that will affect the rights or duties of Issuing Lender under this Agreement or any of the other Loan Documents, shall be supplied by require the Company with sufficient information to enable it to make an informed decision with respect thereto written concurrence of the Issuing Lender; and (vi) any amendment, if such offer is accepted by such holderwaiver, or consent that will affect the rights or duties of the Agent under this Agreement or any other Loan Document, shall be offered and paid such remuneration and granted such security on require the same termswritten concurrence of the Agent. (c) In determining whether Notwithstanding anything to the requisite holders contrary herein, no Defaulting Lender shall have any right to approve or disapprove of Securities have given any authorizationamendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or waiver reduction of the principal amount of any Indebtedness owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the Final Maturity Date(s) of such Defaulting Lenders’ portion of any of the Indebtedness or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis). (d) The Agent shall, upon the written request of Borrower, execute and deliver to the Credit Parties such documents as may be necessary to evidence (1) the release of any Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Revolving Credit Aggregate Commitment and payment in full of all Indebtedness payable under this section 16Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Securities Person) sold or to be sold or disposed of as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement; (c) which constitutes property in which a Credit Party owned no interest at the time the Lien was granted or at any time thereafter; or (d) if approved, authorized or ratified in writing by the Company Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.10; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than a Borrower or a Subsidiary of a Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of the sale or other disposition, all of which shall constitute and remain part of the Collateral. (e) Notwithstanding anything to the contrary herein the Agent may, with the consent of Borrower only, amend, modify or supplement this Agreement or any of their respective Affiliates shall be disregarded and deemed not the other Loan Documents to be outstandingcure any ambiguity, omission, mistake, defect or inconsistency.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement andor any other Loan Document, or consent to any departure by Company and its Subsidiaries therefrom, shall in any event be effective unless explicitly provided otherwise therein, of any the same shall be in writing and signed by Agent and the Required Lenders (or signed by Agent at the direction of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesLenders), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by Lender or Lenders affected thereby, do any of the Company to each holder of Securities forthwith following: (but in any event not later than five daysa) following the effective date thereof. increase such Lender’s commitments hereunder, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer interest on (other than default interest accruing pursuant to Section 2.9 hereof), the Indebtedness or pay any remuneration Fees or grant other amounts payable hereunder, (c) postpone any security date fixed for any payment of principal of, or interest on, the outstanding Indebtedness or any Fees or other amounts payable hereunder, (d) except as an inducement forexpressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither Agent nor any proposed amendment Lender shall be prohibited thereby from proposing or waiver participating in a consensual or nonconsensual debtor-in-possession or similar financing) or release any material Guaranty or Joinder Agreement provided by any Person in favor of Agent and Lenders, provided, however, that Agent shall be entitled, without notice to or any further action or consent of Lenders, to release any Collateral which either Company or any of its Subsidiaries is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the provisions of other Loan Documents or release any Guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Guarantor or otherwise), (irrespective e) terminate or modify any indemnity provided to Lenders, hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, (f) change the definitions of “Required Lenders”, “Interest Periods”, “Alternative Currencies”, “Permitted Borrower” or “Percentage”; Section 10.2 or this Section 13.11 and provided further, however, that no amendment, waiver or consent hereunder shall, unless in writing and signed by Swing Line Lender do any of the kind following: (x) reduce the principal of, or interest on, the Swing Line Note or (y) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note and amount provided, further, that no amendment, waiver or consent shall, unless in a writing signed by Agent affect the rights or duties of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver Agent under this section 16Agreement or any other Loan Document and no amendment, any Securities owned waiver or consent shall, unless in a writing signed by Issuing Lender affect the Company rights or duties of Issuing Lender under this Agreement or any of their respective Affiliates the other Loan Documents. All references in this Agreement to “Lenders” or “Lenders” shall be disregarded and deemed not refer to be outstandingall Lenders, unless expressly stated to refer to “Required Lenders” or the like.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the other Operative Documents mayCompany and the Members holding at least a majority of the Percentage Interests; provided that any provision hereof may be waived by any waiving party on such party’ s own behalf, with without the consent of any other party; provided further, that this Agreement may not be amended to require MC Capital to make any Capital Contributions to the Company, be amendedCompany or lend any funds pursuant to Section 3.8, or compliance therewith may be waivedto eliminate or otherwise limit MC Capital’s right to designate a Manager pursuant to Section 6.2, to participate in a Transfer pursuant to Section 11.3, or to exercise a preemptive right pursuant to Section 3.9, in writing onlyeach case, without the prior written consent of MC Capital. For purposes of clarity, nothing in the foregoing proviso shall be deemed to provide MC Capital with the right to consent to or the power to prevent an amendment to this Agreement that provides for additional Managers on the Board and/or gives additional Members the right to designate any Managers (other than the Manager to be designated by the Required Holders of each class of Securities entitled MC Capital for so long as MC Capital has such right), or that provides for additional Members to the benefits of such term, share those rights provided to MC Capital pursuant to Section 11.3; provided that (i) this Agreement is otherwise amended in accordance with the terms and conditions of this Section 13.5. Notwithstanding the foregoing, the Board shall have the right, without the consent of the holders of all Holders (provided notice thereof is given to the Members), to amend or modify this Agreement to reflect Transfers, new or additional issuances, including new or additional Units, or modifications of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (existing or future Units and the Note Guarantees)addition of new Members, subordinate in each case, conducted in accordance with the obligation terms of the Company (this Agreement, and any corresponding modifications of Unit ownership set forth on Schedule A or any Subsidiary Guarantor) to pay any amount due Board composition set forth on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof.Schedule B. (b) The Company will notshall give prompt notice of any amendment or termination hereof or waiver hereunder to any Member who did not consent in writing to such amendment, directly or indirectly, request or negotiate fortermination, or offer waiver. Any amendment, termination, or pay waiver effected in accordance with this Section 13.5 shall be binding on the Company and all Holders, regardless of whether any remuneration such party has consented thereto. No waivers of or grant exceptions to any security term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as an inducement for, any proposed amendment a further or continuing waiver of any of the provisions of this Agreement such term, condition, or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsprovision. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Section 10.1. Any term term, covenant, agreement or condition of this Agreement and, unless explicitly provided otherwise therein, of any of or the other Operative Documents Notes may, with the written consent of the CompanyCompany as authorized by its board of directors, be amended, or compliance therewith may be waived, waived (either generally or in writing onlya particular instance and either retroactively or prospectively), by one or more substantially concurrent written instruments signed by the Required Holders Majority Holders; provided, however, that no such amendment or waiver shall: (a) reduce the principal of, or reduce the rate of each class or change the time for payment of Securities entitled to interest payable with respect to, any Note, or extend the benefits maturity of such termany Note, provided that (i) without the consent of the holders Holder of each Note so affected; (b) modify any of the provisions of this Agreement or of the Notes with respect to the payment or prepayment thereof, or reduce the percentage of Holders required to approve any such amendment or effectuate any such waiver, without the consent of the Holders of all of the Notes at the time outstanding, ; (c) no such waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon; or (d) amend any provision of this Section 10 without the unanimous written consent of the Holders of all of the Notes at the time outstanding. Section 10.2. Any amendment or waiver pursuant to Section 10.1 shall apply equally to all the Holders (Aother than an amendment pursuant to Section 10.1(a)) change and shall be binding upon them, upon each future Holder and upon the amount of Company, in each case whether or not a notation thereof shall have been placed on any Note. Section 10.3. So long as any outstanding Notes are owned by the principal of Purchasers or any rate other institutional Holder, neither the Company or any of interest on its Affiliates shall solicit, request or the amount of any premium payable negotiate for or with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such proposed waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents Notes unless each holder of the Securities Holder (irrespective of the kind and amount of Securities Notes then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, and shall be afforded the opportunity of considering the same, same and shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto andthereto. Executed or true and correct copies of any amendment or waiver effected pursuant to the provisions of this Section 10 shall be delivered by the Company to each Holder forthwith following the date on which the same shall have been executed and delivered as set forth herein. The Company shall not, if such offer is accepted directly or indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any Holder as consideration for or as an inducement to the entering into by such holder, shall be offered Holder of any amendment or waiver of any of the terms and paid provisions of this Agreement unless such remuneration and granted such security is concurrently paid, on the same terms, ratably to the Holders of all of the Notes outstanding at the time such offer is made, and who consented to such amendment or waiver. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by Company or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks (or by the Agent at the written request of the Majority Banks) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Banks (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by Company or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesSubsidiaries which are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by all the Company to each holder Banks, do any of Securities forthwith the following: (but in a) increase any event not later than five days) following the effective date thereof. Bank's commitments hereunder, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer interest on, the Notes or pay any remuneration Fees or grant other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, the Notes or any Fees or other amounts payable hereunder, (d) waive any Event of Default specified in Sections 10.1(a) or (b) hereof, (e) except as expressly permitted hereunder, or under the Collateral Documents, release or defer the granting or perfecting of a lien or security interest in any Collateral or release any guaranty or similar undertaking provided by any Person except as an inducement forshall be otherwise expressly permitted in this Agreement or any other Loan Document, provided however that Agent shall be entitled to release any proposed amendment Collateral which the Company or waiver any Subsidiary is permitted to sell or transfer under the terms of this Agreement or the other Loan Documents without notice to or any further action or consent of the provisions Banks (and without the paydown or other reduction of Indebtedness, except to the extent expressly required hereunder); (f) terminate or modify any indemnity provided to the Banks hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, (g) take any action which requires the approval or consent of all Banks pursuant to the terms of this Agreement or any other Loan Document, (h) change the aggregate unpaid principal amount of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) Notes which shall be informed thereof by required for the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company Banks or any of their respective Affiliates shall be disregarded and deemed not them to be outstanding.take any action under 95 EXHIBIT 10.1

Amendment and Waiver. (a) Any term of this Agreement andExcept as set forth below or as specifically provided in any Loan Document, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstandingcovenant, no such amendment agreement or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions condition of this Agreement or any of the other Operative Loan Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to may be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied waived by the Company Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with sufficient information the consent of the Required Lenders) and delivered to enable it the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: (a) waive any condition set forth in Section 3.1 without the written consent of each Lender directly affected thereby; (b) amend, modify or waive Section 3.2, or waive any Default or Event of Default for the purpose of waiving the requirements of Section 3.2, or amend, modify or waive any other provision of this Agreement, to (i) require the Lenders with a Revolving Loan Commitment to make Revolving Loans when such Lenders would not otherwise be required to do so without the prior written consent of the Required Revolving Lenders or (ii) require Lenders with an informed decision with respect thereto and, if Initial Term Loan Commitment to make any Delayed Draw when such offer is accepted by such holder, shall Lenders would not otherwise be offered and paid such remuneration and granted such security on required to do so without the same terms.prior written consent of the Required Term Loan Lenders; (c) In determining whether amend, extend or increase any Commitment of any Lender (or reinstate any Revolving Loan Commitment terminated pursuant to Section 8.2) or the requisite holders amount of Securities have given Loans of any authorizationLender without the written consent of such Lender; (d) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, consent interest, fees or waiver under this section 16, any Securities owned by other amounts due to the Company Lenders (or any of their respective Affiliates them) without the written consent of each Lender directly affected thereby; (e) reduce the principal of, or the rate of interest specified herein on, any Loan or payment owed under Section 2.13(d), or (subject to clause (ii) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Lenders shall be disregarded necessary to (i) waive any obligation of the Borrower to pay interest at the Default Rate during the continuance of any Event of Default or (ii) amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or payment owed under Section 2.13(d), or to reduce any fee payable hereunder; (f) (i) change (A) Section 2.10, or Section 8.3 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby or (B) Section 8.3 in a manner adverse to the priority status of the Lenders with a Revolving Loan Commitment without the prior written consent of each of the Lenders with a Revolving Loan Commitment or (ii) (A) amend, modify or waive Section 2.17(a)(ii) or (B) subordinate the priority of the Liens granted under the Loan Documents, in each case under this clause (ii), without the prior written consent of each Lender with a Revolving Loan Commitment; (g) change Section 2.6(b)(iii), (iv), (v) or (vi) in a manner that would alter the order of application of amounts prepaid pursuant thereto in a manner materially adverse to any Lender without the written consent of such Lender; (h) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; (i) release all of the guarantors or release guarantors comprising substantially all of the credit support for the Obligations, in either case, from the Subsidiary Guaranty Agreement (other than as authorized in Section 9.10), without the written consent of each Lender; or (j) release all or substantially all of the value of the Collateral or release any Security Document (other than as authorized in Section 9.10 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall, unless in writing and deemed not signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any Request for Issuance of Letter of Credit relating to any Letter of Credit issued or to be outstandingissued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement or any Request for Advance relating to any Swingline Loan made by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Administrative Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Loan Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on behalf of such Lender and without further action or consent by such Lender, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 11.12) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Sections 2.14, 2.18 or Article 13 of this Agreement (including, without limitation, as applicable, (1) to permit the Incremental Increases and the Loans made in connection therewith to share ratably in the benefits of this Agreement and the other Loan Documents, (2) to permit the Incremental Term Loans to be structured as second lien credit facilities (including amendments to Section 2.6(b)), and (3) to include the Lenders with an Incremental Term Commitment or outstanding Incremental Term Loans in any determination of Required Lenders); provided that no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Commitment Ratio, in each case, without the written consent of such affected Lender.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by Borrowers or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks (or by the Agent at the written request of the Majority Banks) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Banks (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by Borrowers or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesSubsidiaries which are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by all the Company to each holder Banks, do any of Securities forthwith the following: (but in a) increase any event not later than five days) following the effective date thereof. Bank's commitments hereunder, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer interest on, the Notes or pay any remuneration Fees or grant other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, the Notes or any Fees or other amounts payable hereunder, (d) waive any Event of Default specified in Sections 10.1(a) or (b) hereof, (e) except as expressly permitted hereunder, or under the Collateral Documents, release or defer the granting or perfecting of a lien or security interest in any Collateral or release any guaranty or similar undertaking provided by any Person except as an inducement forshall be otherwise expressly permitted in this Agreement or any other Loan Document, provided however that Agent shall be entitled to release any proposed amendment Collateral which any Borrower or waiver any Subsidiary is permitted to sell or transfer under the terms of this Agreement or the other Loan Documents without notice to or any further action or consent of the provisions Bank, (f) terminate or modify any indemnity provided to the Banks hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, (g) take any action which requires the approval or consent of all Banks pursuant to the terms of this Agreement or any other Loan Document, or (h) change the definitions of "Alternative Currency", "Revolving Credit Percentage", "Term Loan A Percentage", "Term Loan B Percentage", "Weighted Percentage", "Interest Period","Majority Banks", "Majority Revolving Credit Banks", "Majority Term Loan Banks" or this Section 14.11; provided, further, that notwithstanding the foregoing, (v) the definition of "Permitted Borrower" may be amended and the Revolving Credit Maturity Date may be extended with the consent of all of the other Operative Documents Revolving Credit Banks and (w) any date fixed for payment of principal of or interest on any Term Loan may be postponed or extended with the consent of all the applicable Term Loan Banks; and provided further, that no amendment, waiver or consent shall, unless each holder in writing signed by the Swing Line Bank, do any of the Securities following: (irrespective x) reduce the principal of, or interest on, the Swing Line Note or (y) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note; and provided further, however, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to all the Banks, affect the rights or duties of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver Agent under this section 16, any Securities owned by the Company Agreement or any of their respective Affiliates other Loan Document. All references in this Agreement to "Banks" or "the Banks" shall be disregarded and deemed not refer to be outstandingall Banks, unless expressly stated to refer to Majority Banks.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any Loan Document, nor consent to any departure by Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks (or by the Agent at the written request of the Majority Banks) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Banks (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes or change the payment terms of any of the Notesother Loan Documents, or, except as provided in the Notes (and the Note Guaranteesby Company), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by all the Company to each holder Banks, do any of Securities forthwith the following: (but in a) increase any event not later than five days) following the effective date thereof. Lender's commitments hereunder, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal, or offer interest or pay any remuneration Fees or grant other amounts payable hereunder, (c) postpone any date fixed for any payment of principal, or interest, or any Fees or other amounts payable hereunder, (d) waive any Event of Default specified in Sections 10.1(a) hereof, (e) except as expressly permitted hereunder, or under the Collateral Documents, release or defer the granting or perfecting of a lien or security interest in any Collateral or release any guaranty or similar undertaking provided by any Person except as an inducement forshall be otherwise expressly permitted in this Agreement or any other Loan Document, provided however that pursuant to Section 13.13 hereof Agent shall be entitled to release any proposed amendment Collateral which any Borrower or waiver any Subsidiary is permitted to sell or transfer under the terms of this Agreement or the other Loan Documents without notice to or any further action or consent of the provisions Lenders; (f) terminate or modify any indemnity provided to the Lenders hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, (g) take any action which requires the approval or consent of all Lenders pursuant to the terms of this Agreement or any other Loan Document, or (h) change the definitions "Percentage", "Majority Lenders", or this Section 14.11; provided further, that no amendment, waiver or consent shall, unless in writing signed by the Swing Line Bank do any of the other Operative Documents following: (x) reduce the principal of, or interest on, the Swing Line Note or (y) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note; and provided further, however, that no amendment, waiver, or consent shall, unless each holder in writing and signed by the Agent in addition to all the Banks, affect the rights or duties of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver Agent under this section 16, any Securities owned by the Company Agreement or any of their respective Affiliates Loan Document. All references in this Agreement to "Banks" or "the Banks" shall be disregarded and deemed not refer to be outstandingall Banks, unless expressly stated to refer to Majority Banks.

Amendment and Waiver. (a) Any term 19.1. Only a writing signed by all parties hereto may amend this Agreement except that if Triumph implements any procedural change in respect to which it delivers services or requires any changes to any form required by Triumph in connection with the performance of this Agreement andAgreement, unless explicitly provided otherwise thereinTriumph shall be entitled to electronically notify Client of the proposed change to be implemented and may effectuate the implementation without further consent by Client after Client is first given thirty (30) days notice of such proposed change. No failure or delay in exercising any right hereunder shall impair any such right that Triumph may have, nor shall any waiver by Triumph hereunder be deemed a waiver of any default or breach subsequently occurring. Triumph’s rights and remedies herein are cumulative and not exclusive of each other or of any rights or remedies that Triumph would otherwise have. 19.2. Client acknowledges that neither Triumph’s determination that an Account qualifies as an Eligible Account nor any issuance or determination of the other Operative Documents maycredit worthiness of an Account Debtor shall not excuse or otherwise limit in any way Client’s obligations or otherwise entitle Client to assert against Triumph any form of recoupment, with the consent of the Company, be amendedset-off, or compliance therewith may be waivedany other form of claim, whether based on tort, statute, common law, or otherwise, in writing only, the event that an Account Debtor fails to pay. Client and Triumph acknowledge that any credit-worthiness determination made by Triumph shall at all times be solely for the Required Holders purpose of each class of Securities entitled and designed to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change establish the amount of the principal of Purchase Price payments that Triumph may elect to make available to Client and any underwriting in connection therewith shall at no time be necessarily based upon any industry standard or any rate of interest on or the amount of any premium payable with respect subject to any standard of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (care. Client and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to Triumph acknowledge that they do not intend this section 16 shall to be delivered by the Company subject to each holder of Securities forthwith (but modification or otherwise affected in any event not later than five days) following the effective date thereofway by any form of an implied covenant or warranty, usage of trade, course of performance and/or course of dealing. (b) 19.3. Any claim or cause of action that Client may have or seek to assert against Triumph, whether predicated on this Agreement or otherwise, shall neither constitute a defense nor serve as any basis to excuse non-performance of Client’s duty to hold in trust and turn over all Proceeds of Purchased Accounts to Triumph. The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of Client’s duties and obligations contained herein shall at all times be deemed independent covenants such that Client’s duty to honor the provisions of this section may at no time be excused or otherwise adversely affected due to, inter alia, any breach that Client may assert against Triumph. 19.4. Client acknowledges that neither the relationship created by this Agreement nor any subsequent services that Triumph may offer to Client shall entitle Client to assert any form of tort claim, whether in the form of negligence or otherwise, against Triumph and whether supported by statute, common law, or otherwise. Client and Triumph acknowledge that unless the terms of this Agreement create an express duty, the Parties do not intend for any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall duty to be informed thereof by the Company and, if such holder is entitled implied or deemed included within this Agreement except that to the benefit extent that an implied covenant of any good faith may exist and in respect thereto, both Triumph and Client agree that in respect thereto, such provision proposed to be amended or waivedduty, for the purpose of this Agreement, shall be afforded limited so that neither party shall take any action to prevent the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver other party from performing under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstandingAgreement.

Amendment and Waiver. (a) Any term of this This Agreement andand the Notes may be amended or supplemented, unless explicitly provided otherwise therein, and the observance of any of the other Operative Documents may, with the consent of the Company, be amended, term hereof or compliance therewith thereof may be waived, in writing only, by with the Required Holders written consent of each class of Securities entitled to the benefits of such term, provided that Company and (i) on or prior to the Closing Date, you, and (ii) after the Closing Date, the holders of at least a 66-2/3% in aggregate unpaid principal amount of the Notes then outstanding; PROVIDED, HOWEVER, that no such amendment, supplement or waiver shall, without the written consent of the holders of all the Notes then outstanding, (x) change, with respect to the Notes, the amount or time of any required prepayment or payment of principal or premium or the rate or time of payment of interest, or change the funds in which any prepayment or payment on the Notes is required to be made; (y) amend or supplement, or (subject to Section 11.4 hereof) waive any Default or Event of Default arising by reason of the failure of the Company to comply with, any provision of Section 7; or (z) reduce the percentage of the aggregate principal amount of Notes required for any amendment, consent or waiver hereunder. Any amendment or waiver effected in accordance with this Section 13.4 shall be binding upon each holder of any Note at the time outstanding, each future holder of any Note and the Company. Notwithstanding any other provision of this Agreement, no consent to any such amendment or supplement by any holder of a Note and no such waiver by any holder of a Note shall (A) change have any effect for the amount purposes of this Section 13.4 if such consent or waiver was obtained in connection with or in anticipation of the principal purchase by the Company, any Affiliate of the Company or any rate of interest on or the amount other Person of any premium payable with respect to any portion of the Notes or change held by such Noteholder, unless the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following each Note at the effective date thereoftime outstanding has executed a consent or waiver, as the case may be, to substantially the same effect as the consent or waiver obtained from such Noteholder. (b) The Except as provided or contemplated in Section 11.4 hereof, the Company will not, directly or indirectlynot solicit, request or negotiate for, for or offer or pay any remuneration or grant any security as an inducement for, with respect to any proposed waiver or amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents Notes unless each holder of the Securities Notes (irrespective of the kind and amount of Securities Notes then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, and shall be afforded the opportunity of considering the same, same and shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, thereto. Executed or true and correct copies of any waiver effected pursuant to the provisions of this Section 13.4 shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned delivered by the Company to each holder of outstanding Notes forthwith following the date on which the same shall have been executed and delivered by the holder or any holders of their respective Affiliates shall be disregarded and deemed not the requisite percentage of outstanding Notes. The Company will not, directly or indirectly, pay or cause to be outstanding.paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any holder of the Notes as consideration for or as an inducement to the entering into

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by Company or any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks (or by the Agent at the written request of the Majority Banks) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Banks (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by Company or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors which are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, (X) that no amendment, waiver or consent effected pursuant shall increase the Percentage or the stated commitment amounts applicable to this section 16 shall be delivered any Bank unless approved, in writing, by the Company to each holder affected Bank and (Y) that no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of Securities forthwith the following: (but in a) reduce the principal of, or interest on, any event not later than five days) following the effective date thereof. outstanding Indebtedness or any Fees or other amounts payable hereunder, (b) The Company will not, directly or indirectly, request or negotiate forpostpone any date fixed for any payment of principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Indebtedness or waiver any Fees or other amounts payable hereunder, (c) waive any Event of Default specified in Section 9.1(a) or Section 9.1(b) hereof, (d) except as expressly permitted hereunder or under the Collateral Documents, release or defer the granting or perfecting of a lien or security interest in all or substantially all or any material part of the Collateral (other than the release or deferral of any of leasehold mortgage which shall be approved by the provisions Majority Banks) or release any guaranty or similar undertaking provided by any Person, provided however that Agent shall be entitled to release any Collateral or guaranty in connection with any sale or other transfer by Company or any Subsidiary which is permitted under the terms of this Agreement or the other Loan Documents without notice to or any further action or consent of the Banks, (e) terminate or modify any indemnity provided to the Banks hereunder or under the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) Loan Documents, except as shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.otherwise expressly

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by Borrowers, the Parent or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks (or by the Agent at the written request of the Majority Banks) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Banks (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by Borrowers, the Parent or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesSubsidiaries which are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by all the Company to each holder Banks, do any of Securities forthwith the following: (but in a) increase any event not later than five days) following the effective date thereof. Bank's commitments hereunder, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer interest on, the Notes or pay any remuneration Fees or grant other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, the Notes or any Fees or other amounts payable hereunder, (d) waive any Event of Default specified in Sections 10.1(a) or (b) hereof, (e) except as expressly permitted hereunder, or under the Collateral Documents, release or defer the granting or perfecting of a lien or security interest in any Collateral or release any guaranty or similar undertaking provided by any Person except as an inducement forshall be otherwise expressly permitted in this Agreement or any other Loan Document, provided however that Agent shall be entitled to release any proposed amendment Collateral which any Borrower or waiver any Subsidiary is permitted to sell or transfer under the terms of this Agreement or the other Loan Documents without notice to or any further action or consent of the provisions Banks; (f) terminate or modify any indemnity provided to the Banks hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, (g) take any action which requires the approval or consent of all Banks pursuant to the terms of this Agreement or any other Loan Document, (h) change the definition of "Majority Banks" or this Section 14.11; provided further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to all the Banks, affect the rights or duties of the Agent under this Agreement or any other Operative Documents Loan Document; and provided further, that no amendment, waiver or consent shall, unless each holder in writing signed by the Swing Line Bank, do any of the Securities following: (irrespective x) reduce the principal of, or interest on, the Swing Line Note or (y) postpone any date fixed for any payment of principal of or interest on, the kind and amount of Securities then owned by it) Swing Line Note. All references in this Agreement to "Banks" or "the Banks" shall be informed thereof by the Company andrefer to all Banks, if such holder is entitled unless expressly stated to the benefit of any such provision proposed refer to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsMajority Banks. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding."

Amendment and Waiver. Neither this Agreement nor any term hereof may be amended orally, nor may any provision hereof be waived orally but only by an instrument in writing signed by the Majority Lenders and, in the case of an amendment, by the Borrower, except that in the event of (a) Any term any increase in the amount of the Facility B Commitment, (b) any delay or extension in the terms of repayment of the Loans or the reduction of the Facility B Commitment provided in Section 2.4 hereof, (c) any reduction in principal, interest or fees due hereunder or postponement of the payment thereof or any reduction in or postponement of any scheduled reduction in the Facility B Commitment (other than, in any such case, as provided in Section 2.7 hereof), (d) any release of any portion of the Collateral for the Loans, other than in connection with any Permitted Asset Sale or other sale of assets permitted hereby (which release shall require no further approval by the Lenders), (e) any amendment to, consent to a deviation from, or waiver of the provisions of, this Agreement andwhich has the effect of permitting the Borrower or any of its Subsidiaries to incur secured Indebtedness other than as set forth in Sections 7.1 and 7.2 hereof as of the Agreement Date, unless explicitly provided otherwise therein, (f) any waiver of any Default due to the failure by the Borrower to pay any sum due to any of the other Operative Documents mayLenders hereunder, with the consent (g) any release of any Guaranty of all or any portion of the CompanyObligations, be amendedexcept in connection with a merger, sale or other disposition otherwise permitted hereunder (in which case, such release shall require no further approval by the Lenders) or (h) any amendment of this Section 11. 12, or compliance therewith of the definition of Majority Lenders or of any portion of Section 2.10, 2.12 or 5.11 hereof or Article 10 hereof as they relate to the relative priority of payment among the Obligations or any provision which by its terms specifically requires the consent, approval or satisfaction of all Lenders, any amendment or waiver or consent may be waivedmade only by an instrument in writing signed by each of the Lenders and, in writing onlythe case of an amendment, by the Required Holders Borrower. Any amendment to any provision hereunder governing the rights, obligations or liabilities of any Agent in its capacity as such, may be made only by an instrument in writing signed by such Agent and by each class of Securities entitled to the benefits Lenders. No term or provision of any Security Document may be amended or waived orally, but only by an instrument in writing signed by the Collateral Agent with the direction of the Majority Lenders and, in the case of an amendment, by such term, of the Borrower and its Subsidiaries as are party thereto; provided that (i) without the written consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver Lenders shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable be required with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) amendment to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this any Security Document which would have the effect of (i) releasing any portion of the Collateral for the Loans, other than in connection with any Permitted Asset Sale or other sale of assets permitted hereunder (which shall require no further approval by the Lenders) or (ii) releasing any Guaranty of all or any portion of the Obligations, except in connection with a merger, sale or other disposition otherwise permitted hereunder (in which case, such release shall require no further approval by the Lenders). The Agents and the Lenders hereby instruct and authorize the Collateral Agent to enter into the amended and restated Security Documents (and all other Loan Documents) referred to in Section 3.1 hereof as of the Agreement Date and any other Security Documents required to be entered into by the Borrower or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsits Subsidiaries hereunder. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Banks (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by Company or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesSubsidiaries which are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; PROVIDED, however, that no amendment, waiver or consent effected pursuant shall, unless in writing and signed by all the Banks, do any of the following: (a) subject the Banks to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. additional obligations, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer interest on, the Notes or pay any remuneration Fees (other than the Agent's Fees) or grant other amounts payable hereunder, (c) postpone any security as an inducement fordate fixed for any payment of principal of, or interest on, the Notes or any proposed amendment Fees (other than the Agent's Fees) or waiver other amounts payable hereunder, (d) waive any Event of Default specified in Section 10.1(a) or (b) hereof, (e) subject to Section 14.16 hereof, release or defer the granting or perfecting of a Lien in any Collateral or release any guaranty or similar undertaking provided by any Person, or alter the required priority of any Lien or terminate or modify any indemnity provided to the Banks hereunder or under the Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, (f) take any action which requires the signing of all Banks pursuant to the provisions terms of this Agreement or any other Loan Document, (g) change the aggregate unpaid principal amount of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) Notes which shall be informed thereof by required for the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company Banks or any of their respective Affiliates them to take any action under this Agreement or any other Loan Document, or (h) change the definition of "Majority Banks" or this Section 14.12; PROVIDED FURTHER, that no amendment, wavier or consent shall, unless in writing signed by the Swing Line Bank do either of the following: (x) reduce the principal of, or interest on, the Swing Line Note or (y) postpone any date fixed any payment of principal of, or interest on, the Swing Line Note; PROVIDED FURTHER, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to all the Banks, affect the rights or duties of the Agent under this Agreement or any other Loan Document. All references in this Agreement to "Banks" or "the Banks" shall be disregarded and deemed not refer to be outstandingall Banks, unless expressly stated to refer to Majority Banks.

Amendment and Waiver. (a) Any This Agreement may be amended or terminated and the observance of any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents maymay be waived with respect to all parties to this Agreement (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company, be amendedthe holders of a majority of the Preferred Stock and the holders of a majority of the Common Stock, or compliance therewith provided, however (a) Exhibit A hereto may be waived, in writing only, amended by the Required Holders Company from time to time in accordance with Section 12.07 of each class the Preferred Stock Purchase Agreement of Securities entitled even date herewith (the "Purchase Agreement") to add information regarding Additional Investors (as defined in the benefits of such term, provided that (iPurchase Agreement) without the consent of the holders of all other parties hereto, (b) Exhibit B hereto may be amended by the Company from time to time to add information regarding additional Stockholders made party to this Agreement pursuant to Section 8 hereof without the consent of the Notes at other parties hereto, and (c) this Agreement may not be amended or terminated and the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount observance of any premium payable term hereunder may not be waived with respect to any Stockholder without the written consent of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such Stockholder unless such amendment, effectuate any such termination or waiver applies to all Stockholders in the same fashion (it being agreed that a waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by deemed to apply to all Stockholders in the Company and, same fashion if such holder is entitled waiver or amendment does so by its terms, notwithstanding the fact that certain Stockholders are affected differently by virtue of differences in their shareholdings). The Company shall give prompt written notice of any amendment or termination hereof or waiver hereunder to the benefit any party hereto that did not consent in writing to such amendment, termination or waiver. Any amendment, termination or waiver effected in accordance with this Section 11.2 shall be binding on all parties hereto, even if they do not execute such consent. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such provision proposed to be amended term, condition or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsprovision. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the CompanyIssuer, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such termHolders, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees)Subordination Agreement, subordinate the obligation of the Company (or any Subsidiary Guarantor) Issuer to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes; and (ii) no such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 Section 17 shall be delivered by the Company Issuer to each holder of Securities Notes forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company Issuer will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities Notes (irrespective of the kind and amount of Securities Notes then owned by it) shall be informed thereof by the Company Issuer and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company Issuer with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, and shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities Notes have given any authorization, consent or waiver under this section 16Section 17, any Securities Notes owned by the Company Issuer or any of their respective its Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, with respect to any amendments to this Agreement or the other Loan Documents, by any Credit Party or the Guarantors that are signatories thereto), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless explicitly expressly stated to refer to Majority Lenders (or the like). (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent shall increase the stated amount of any Lender’s commitment hereunder without such Lender’s consent; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Lender or Lenders holding Indebtedness directly affected thereby, do any of the following: (A) reduce the principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (B) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder (except with respect to the payments required under Section 2.10(b)), (C) change any of the provisions of this Section 13.10 or the definitions of “Majority Lenders”, “Majority Revolving Credit Lenders”, “Majority Term Loan Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender; provided that changes to the definition of “Majority Lenders” may be made with the consent of only the Majority Lenders to include the Lenders holding any additional credit facilities that are added to this Agreement with the approval of the appropriate Lenders, and (D) any modification to the definition of “Borrowing Base”; (iii) no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (A) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither the Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of the Agent and the Lenders, provided however that the Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise thereintransfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Loan Documents (whether in connection with the sale, transfer or other disposition of the applicable Guarantor or otherwise), (B) increase the maximum duration of Interest Periods permitted hereunder; or (C) modify Sections 10.2 or 10.3 hereof; (iv) any amendment, waiver or consent that will (A) reduce the principal of, or interest on, the Swing Line Note, (B) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note or (C) otherwise affect the rights and duties of the Swing Line Lender under this Agreement or any other Loan Document, shall require the written concurrence of the Swing Line Lender; (v) any amendment, waiver or consent that will affect the rights or duties of Issuing Lender under this Agreement or any of the other Loan Documents, shall require the written concurrence of the Issuing Lender; and (vi) any amendment, waiver, or consent that will affect the rights or duties of the Agent under this Agreement or any other Loan Document, shall require the written concurrence of the Agent. (c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Indebtedness owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Indebtedness or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other Operative modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis). (d) The Agent shall, upon the written request of the Borrower, execute and deliver to the Credit Parties such documents as may be necessary to evidence (1) the release of any Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Revolving Credit Aggregate Commitment and, as applicable, the Term Loan Aggregate Commitment and payment in full of all Indebtedness payable under this Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be sold or disposed of as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement; (c) which constitutes property in which a Credit Party owned no interest at the time the Lien was granted or at any time thereafter; or (d) if approved, authorized or ratified in writing by the Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.10; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than the Borrower or a Subsidiary of the Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) the Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of the sale or other disposition, all of which shall constitute and remain part of the Collateral. (e) Notwithstanding anything to the contrary herein the Agent may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing Borrower only, by the Required Holders of each class of Securities entitled to the benefits of such termamend, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment modify or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of supplement this Agreement or any of the other Operative Loan Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company andto cure any ambiguity, if such holder is entitled to the benefit of any such provision proposed to be amended omission, mistake, defect or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.inconsistency

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except Other than as provided in the Notes Plan, this Agreement may be amended, waived, modified or canceled only by a written instrument executed by the parties to this Agreement or, in the case of a waiver, by the party waiving compliance. The parties to this Agreement have executed this Agreement effective the day and year first above written. By /s/ Xxxxxx X. Xxx Its President /s/ Xxxxx X. Xxxxx (Signature) (Name and Address) Attention: Chief Financial Officer Re: Notice of Exercise of Option Please be advised that I elect to exercise my option to purchase shares (the “Shares”) of the Common Stock of Southwest Casino Corporation (the “Company”). A check (made payable to Southwest Casino Corporation) in the amount of $ in payment for the Shares is attached. The name or names to be on the stock certificate representing the Shares and the Note Guarantees)address and social security number of that person is as follows: Address: City, subordinate the obligation State, Zip: SS #: I represent and agree that all of the Company (Shares are being acquired for investment and not with a view to the sale or distribution of the Shares. I understand that the Shares have not been registered under the Securities Act of 1933 or any Subsidiary Guarantor) state securities laws, and may not be sold, assigned, transferred, encumbered or otherwise disposed of except pursuant to pay registration under the Securities Act of 1933 and applicable state securities laws or under an exemption from the registration requirement. I understand that I must establish the availability of any amount due on exemption from registration to the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment satisfaction of the NotesCompany. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered I understand that certificates representing the Shares will bear an appropriate legend describing these restrictions on transfer. I have been informed by the Company that it has no obligation now or at any future date to each holder register the Shares or to make available to me the information required by Rule 144 under the Securities Act of Securities forthwith (but in any event not later than five days) following 1933 to allow resale of the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of Share under the provisions of this Agreement or any such Rule. I have received such information regarding the Company as I have required, including a copy of the other Operative Documents unless each holder of the Securities (irrespective of the kind Company’s 2004 Stock Incentive Plan, and amount of Securities then owned by it) shall be informed thereof by I have had an opportunity to ask questions of, and receive answers from, the Company andand persons acting on its behalf concerning the Company’s business, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered financial condition and paid such remuneration future plans and granted such security on the same termsactivities. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the parties hereto at law, in equity or otherwise. (b) Any term amendment, supplement or modification of or to any provision of this Agreement andAgreement, unless explicitly provided otherwise therein, any waiver of any provision of this Agreement, and any consent to any departure by any party from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Majority Oaktree Stockholders and (ii) only in the specific instance and for the specific purpose for which made or given; provided, that no such amendment, modification, supplement or waiver that adversely and disproportionately affects the rights of the other Operative Documents may, with Non-Oaktree Stockholders shall be made or given without the prior written consent of the Companyholders of a majority of the shares of Common Stock held by the Non-Oaktree Stockholders voting as a group; provided, further, however, that no such amendment, modification, supplement or waiver that materially and adversely affects the rights or obligations of any Stockholder individually (as opposed to as a group) shall be amendedmade or given without the prior written consent of such Stockholder. (c) Notwithstanding the foregoing, or compliance therewith this Agreement may be waived, in writing only, amended by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) Company without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall Stockholders (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantori) to pay join any amount due on the Notes (officer, director or on the Note Guarantees) to any other obligationemployee of, or (B) change the percentage of holders of Notes required to approve any such amendmentconsultant or advisor to, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any Affiliate of their respective Affiliates shall be disregarded the Company who holds or will hold Common Stock to this Agreement as a “Stockholder,” (ii) to join any transferee of a Stockholder to this Agreement as a “Stockholder,” and deemed not (iii) to be outstandingjoin any holder of IntermediateCo Preferred Stock or IntermediateCo Notes to this Agreement as a “Stockholder” upon its exchange of IntermediateCo Preferred Stock or IntermediateCo Notes.

Amendment and Waiver. The provisions of this Agreement may -------------------- not be amended, modified or waived except by the written agreement of the Borrower and the Determining Lenders; provided, however, that no such amendment, modification or waiver shall be made (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with without the consent of all Lenders, if it would (i) increase the Company, be amendedSpecified Percentage or commitment of any Lender, or compliance therewith may be waived(ii) extend or postpone the date of maturity of, in writing onlyextend the due date for any payment of principal or interest on, by reduce the Required Holders amount of each class any installment of Securities entitled principal or interest on, or reduce the rate of interest on, any Advance, the Reimbursement Obligations or other amount owing under any Loan Documents to which such Lender is entitled, or (iii) release any security for or guaranty of the benefits Obligations (except pursuant to this Agreement or the other Loan Documents), or (iv) reduce the fees payable hereunder to which such Lender is entitled, or (v) revise this Section 11.11, or (vi) waive the date for payment of such termany ------------- principal, provided that interest or fees hereunder or (ivii) amend the definition of Determining Lenders; (b) without the consent of the holders of all Swing Line Bank, if it would alter the rights, duties or obligations of the Notes at Swing Line Bank; (c) without the time outstanding, no such amendment or waiver shall (A) change the amount consent of the principal Administrative Lender, if it would alter the rights, duties or obligations of the Administrative Lender; or (d) without the consent of the Issuing Bank, if it would alter the rights, duties or obligations of the Issuing Bank. Neither this Agreement nor any term hereof may be amended orally, nor may any provision hereof be waived orally but only by an instrument in writing signed by the Administrative Lender and, in the case of an amendment, by the Borrower. Notwithstanding the foregoing, each Lender (in its capacity as a Lender hereunder and, if applicable, in its capacity as a "Participant" under the Existing Credit Agreement) hereby consents to, and authorizes, the release by the Administrative Lender of any and all Liens insofar as same (i) arose under the Existing Credit Agreement and (ii) cover property other than the Borrower's Receivables, the Borrower's Inventory, the CFI Note, the ClientLink Note, the Equity interest of the Borrower in CFI, the rights of CompuCom Properties, Inc. under that certain Trademark License Agreement, dated as of October 25, 1991, between CompuCom Properties, Inc., as licensor, and the Borrower, as licensee, and/or any proceeds, products, amendments, modifications and/or restatements of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change foregoing property. Furthermore, each Lender which is a "Participant" (as such term is defined in the payment terms of any Existing Credit Agreement) hereby consents to, and authorizes, the sale and transfer of the Notes, or, except as provided in the Notes (Existing Credit Agreement and the Note Guarantees)indebtedness, subordinate Liens and other rights thereunder or in connection therewith to the obligation Administrative Lender, for the ratable benefit of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofLenders hereunder. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term The provisions of this Agreement and, unless explicitly provided otherwise thereinwhen executed, the Note, may be amended or supplemented, and the observance of any of the other Operative Documents may, with the consent of the Company, be amended, term hereof or compliance therewith thereof may be waived, in writing only, by with the Required Holders written consent of each class of Securities entitled to the benefits of such term, provided that Company and (i) on or prior to the Closing Date, the Payee, and (ii) after the Closing Date, the holders of eighty percent (80%) of the aggregate outstanding principal amount of the Note(s); provided, however, that no such amendment, supplement or waiver shall, without the written consent of all of the holders of all of the Notes at the time Note(s) then outstanding, no such amendment or waiver shall (Ax) change the amount of the principal of or any rate of interest on or the amount of any premium payable change, with respect to any Note, the amount or time of any required payment of principal or premium or the Notes rate, amount or time of payment of interest, or change the funds in which any payment terms of on any Note is required to be made; (y) amend, supplement or waive any provision of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation or of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, Section 6.1 hereof; or (Bz) change the percentage of holders of Notes required to approve any such amendmentamend, effectuate any such waiver supplement or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to waive this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofSection 7.10(a). (b) The Company will not, directly or indirectlyshall not solicit, request or negotiate for, for or offer or pay any remuneration or grant any security as an inducement for, with respect to any proposed waiver or amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents Note unless each holder of the Securities Note (irrespective of the kind and amount of Securities Note then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, and shall be afforded the opportunity of considering the same, same and shall be supplied by the Company with sufficient such information to enable it to make an informed decision with respect thereto and, if as such offer is accepted by such holder, holder shall reasonably request. Executed or true and correct copies of any waiver effected pursuant to the provisions of this Section 7.10 shall be offered delivered by the Company to the holder(s) of the Note(s) forthwith following the date on which the same shall have been executed and delivered by the holder or holders of the requisite percentage of outstanding Note(s). The Company will not, directly or indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any holder(s) of the Note(s) as consideration for or as an inducement to the entering into by any holder(s) of the Note(s) of any waiver or amendment of any of the terms and provisions of this Agreement unless such remuneration and granted such security is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding. (c) In determining whether The Company shall not be required to pay to the requisite holders Payee any fee in connection with the waiver by such holder of Securities have given any authorization, consent provisions of this Agreement or waiver under this section 16, any Securities owned by the Company or any Note other than reimbursement for the actual and reasonably incurred out-of-pocket expenses of their respective Affiliates shall be disregarded and deemed not to be outstandingsuch holder in connection with such waiver.

Amendment and Waiver. (a) Any term of this This Agreement andmay not be modified or amended and no waiver, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent or approval by or on behalf of the Company, be amended, Parent or compliance therewith Merger Sub may be waivedgranted except by an instrument or instruments in writing signed by, in writing onlythe case of any modification or amendment, by each Party to this Agreement or, in the Required Holders case of each class any waiver, consent or approval, such Party, except that following satisfaction of Securities entitled the condition set forth in Section 8.1(a), there shall be no amendment or change to the benefits of such term, provided that (i) without provisions hereof which by Applicable Law or in accordance with the consent rules of the holders of all of the Notes at the time outstandingNYSE or this Agreement requires further approval by such stockholders without such further approval, no such nor shall there be any amendment or waiver shall (A) change not permitted under Applicable Law. No failure or delay on the amount part of the principal of or any rate of interest on Parent, Merger Sub or the amount Company in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any premium payable with respect to such right, power or remedy preclude any of other or further exercise thereof or the Notes or change the payment terms exercise of any of the Notesother right, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (power or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofremedy. (b) The Company will notAny amendment, directly supplement or indirectly, request modification of or negotiate for, or offer or pay to any remuneration or grant any security as an inducement forprovision of this Agreement, any proposed amendment or waiver of any of the provisions provision of this Agreement Agreement, and any consent to any departure by Parent, Merger Sub or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to from the benefit terms of any such provision proposed to be amended or waivedof this Agreement, shall be afforded effective (i) only if it is made or given in writing and signed by, in the opportunity case of considering any modification or amendment, each Party to this Agreement or, in the samecase of any waiver, shall be supplied consent or approval, such Party and (ii) only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on Parent, Merger Sub or the Company with sufficient information in any case shall entitle Parent, Merger Sub or the Company, respectively, to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsany other or further notice or demand in similar or other circumstances. (c) In determining whether the requisite holders Waiver by any Party of Securities have given any authorization, consent or default by any other Party of any provision hereof shall not be deemed a waiver under this section 16, any Securities owned by the Company waiving Party of any subsequent or any other default, nor shall it prejudice the rights of their respective Affiliates shall be disregarded and deemed not to be outstandingsuch other Party.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Administrative Agent and the Majority Lenders (or by Administrative Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by the Parent, or change any Credit Party or the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors that are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notesspecific instance and for the specific purpose for which given. Executed All references in this Agreement to “Lenders” shall refer to all Lenders, unless expressly stated to refer to Majority Lenders or true and correct copies of any Supermajority Lenders (or the like). (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent effected pursuant to this section 16 shall be delivered by increase the Company to each holder stated amount of Securities forthwith (but in any event not later than five days) following the effective date thereof.Lender’s Revolving Credit Commitment Amount hereunder without such Lender’s consent; (bii) The Company will notno amendment, waiver or consent shall, unless in writing and signed by each Lender holding Indebtedness directly or indirectlyaffected thereby, request or negotiate fordo any of the following: (A) reduce the principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Advance or Letter of Credit Obligation or any Fees or other amounts payable hereunder; or (B) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness (other than Lender Hedging Obligations and Lender Product Obligations) or any Fees or other amounts payable hereunder (except with respect to the payments required under Section 2.10); (iii) no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: MRC Energy Company Credit Agreement (A) change any of the provisions of this Section 13.9 or the definitions of “Majority Lenders”, “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (B) increase the Borrowing Base or modify the definition of “Borrowing Base”; (C) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither Administrative Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of Administrative Agent and Lenders, provided however that Administrative Agent shall be entitled, without notice to or any further action or consent of Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Guarantor or otherwise); (irrespective D) increase the maximum duration of Interest Periods permitted hereunder; (E) modify Sections 10.2 or 10.3; or (F) increase the Maximum Facility Amount; (iv) any amendment, waiver or consent that will (A) amend any provision in Article 3 or (B) otherwise affect the rights or duties of Issuing Lender under this Agreement or any of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waivedother Loan Documents, shall be afforded require the opportunity written concurrence of considering Issuing Lender; and (v) any amendment, waiver, or consent that will affect the samerights or duties of Administrative Agent under this Agreement or any other Loan Document, shall be supplied by require the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termswritten concurrence of Administrative Agent. (c) In determining whether Notwithstanding anything to the requisite holders contrary herein, no Defaulting Lender shall have any right to approve or disapprove of Securities any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s Revolving Credit Commitment Amount, (ii) the waiver, forgiveness or reduction of the principal amount of any Advance or Letter of Credit Obligations owing to such Defaulting Lender (unless all other Lenders MRC Energy Company Credit Agreement affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Indebtedness or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Revolving Credit Percentage of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis). For the avoidance of doubt, a Defaulting Lender shall not have given the right to approve or disapprove any authorizationredetermination of the Borrowing Base. (d) Notwithstanding anything to the contrary herein, nothing in this Agreement shall be interpreted to require that any waiver, amendment, modification or consent to any Commodity Hedging Agreement, Interest Rate Agreement, Letter of Credit Document or waiver under any document executed or delivered in connection with any Lender Product require the consent of any Lender. (e) Notwithstanding anything to the contrary herein Administrative Agent may, with the consent of Borrower only, amend, modify or supplement this section 16, any Securities owned by the Company Agreement or any of their respective Affiliates shall be disregarded and deemed not the other Loan Documents to be outstandingcure any ambiguity, omission, mistake, defect or inconsistency.

Amendment and Waiver. Neither this Agreement nor any Loan Document (other than any Interest Hedge Agreement), nor any term or provision hereof or thereof, may be amended or waived orally, but only by an instrument in writing signed by the Majority Lenders (or, in the case of Security Documents executed by the Administrative Agent, signed by the Administrative Agent and approved by the Majority Lenders) and, in the case of an amendment, also by the Borrower, except that (a) Any term any decrease (other than pro rata) or increase in the amount of this Agreement and, unless explicitly provided otherwise therein, the Commitments of any Lender shall require the consent of the other Operative Documents maysuch Lender, with (b) any issuance of an Incremental Facility Commitment shall require only the consent of the CompanyIncremental Facility Lenders, be amendedthe Borrower and the Administrative Agent, or compliance therewith may be waived, in writing only, by the Required Holders (c) any amendment of each class of Securities entitled to the benefits of such term, provided that (iSection 12.5(b) without hereof shall require the consent of the holders Super-Majority Lenders, and (d) in the event of all of (i) any postponement in the Notes at scheduled time as set forth in Section 2.7 hereof for the time outstandingpayment of, no such amendment or waiver shall (A) change the amount of the principal of or any reduction of, any scheduled payments of principal or the rate of interest on or fees due hereunder or any extension of the Initial Maturity Date or the amount Final Maturity Date, (ii) any change in the Applicable Margin as set forth in Section 2.3(f) hereof, (iii) any release or impairment of any premium payable with respect to any of the Notes Collateral or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will notGuaranties relating, directly or indirectly, request to any MGM Operating Company, (iv) any release of the Borrower from the Obligations or negotiate forany release or impairment of substantially all of the other Collateral or Guaranties issued in favor of the Administrative Agent (other than in connection with a disposition permitted under Section 8.5(a) or (b) hereof, or offer in connection with the issuance of additional equity interests in any MuchMusic Company permitted under Section 8.5(c) hereof, or in connection with Investments in the MGM Companies permitted under Section 8.2(d) hereof, in each case which may be released (except for the pledge of any equity interests in such MuchMusic Company owned by any Rainbow Company) by the Administrative Agent without additional consent), (v) any waiver of any Event of Default due to the failure by the Borrower to pay any remuneration or grant any security as an inducement forsum due hereunder, (vi) except in connection with the implementation of the Incremental Facility Indebtedness to the extent necessary to accord the various types of Incremental Facility Loans treatment similar to the treatment accorded Loans of a similar type thereunder, any proposed change to the application of payments made to the Administrative Agent and the other Credit Parties described in Sections 2.6(d), 2.12(a) and 2.12(b) hereof, or any change in the sharing of payment procedures described in Section 2.12(c) hereof, (vii) any amendment of the definition of "MGM Operating Companies" or (viii) any amendment of this Section 12.12 or of the definition of "Majority Lenders" or "Super-Majority Lenders" or of any provision of this Agreement which refers to "Majority Lenders" or "Super-Majority Lenders" if the effect 109 thereof would be to amend the definition of "Majority Lenders" or "Super-Majority Lenders," as the case may be, as used in such provision, any amendment or waiver of any may be made only by an instrument in writing signed by each of the provisions Lenders and, in the case of an amendment, also by the Borrower; PROVIDED, HOWEVER, notwithstanding anything to the contrary contained herein, any amendment of Section 2.14 or any other term or provision of this Agreement or any other Loan Document (other than any Interest Hedge Agreement) required in connection with the implementation of the other Operative Documents unless each holder Incremental Facility Indebtedness shall require only the consent of the Securities (irrespective of Majority Lenders and the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsBorrower. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any party may waive any provision hereof intended for its benefit in writing. Except as specifically set forth herein to the contrary, no failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party hereto at law or in equity or otherwise. Any amendment or waiver of any term or provision of this Agreement and, unless explicitly provided otherwise therein, of any of shall require the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the prior written consent of the holders of all a majority in interest of each of (a) the Notes at Class A Investors (and their permitted transferees) (based on Common Stock Equivalents resulting from shares of Class A Preferred Stock), (b) the time outstandingClass B Investors (and their permitted transferees) (based on Common Stock Equivalents resulting from shares of Class B Preferred Stock), no such amendment (c) the Class C Investors (and their permitted transferees) (based on Common Stock Equivalents resulting from Class C Preferred Stock) and (d) the Management Investors (and their transferees) (based on numbers of shares of Common Stock held and vested rights to acquire (by conversion, exercise, exchange or waiver shall (Aotherwise) change shares of Common Stock other than upon the amount conversion of the principal shares of Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock. Any actions required to be taken or any rate of interest on or the amount of any premium payable with respect consents required to be given, by any of the Notes or change foregoing groups of investors shall require the payment terms approval of any a majority in interest (determined as set forth in the preceding sentence) of the Notes, or, except as provided Investors in such group at the Notes (and relevant time. Notwithstanding any provisions hereof to the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement forcontrary, any proposed amendment or waiver of any of the provisions provision of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled inuring to the benefit of any such provision proposed to the Warrant Holders shall not be amended or waivedwithout the prior written consent of the Warrant Holders affected thereby. Notwithstanding any provisions hereof to the contrary, shall this Agreement may be afforded amended from time to time for purposes of changing the opportunity of considering the sameManagement Investors listed on Schedule B, shall be supplied provided that such amendment is effected by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted affected Management Investor's execution of a counterpart of this Agreement and the execution of the amended Schedule B by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorizationa majority in interest (determined as provided above) of the Class A Investors, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded Class B Investors and deemed not to be outstandingthe Class C Investors voting as a single class.

Amendment and Waiver. (a) Any term of this This Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, amended only in a writing only, signed by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (Buyer and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofSellers’ Representative. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or Any waiver of any provision of the provisions this Agreement, waiver of any breach of any provision of this Agreement, or waiver of, or election whether or not to enforce, any right or remedy arising under this Agreement or any at law, must be in writing and signed by or on behalf of the other Operative Documents unless each holder of Person granting the Securities (irrespective of the kind waiver, and amount of Securities then owned by it) no waiver or election shall be informed thereof by inferred from the Company and, if such holder is entitled to the benefit conduct of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsParty. (c) In determining whether Any waiver of a breach of any provision of this Agreement shall not be, or be deemed to be, a waiver of any subsequent breach. (d) Failure to enforce any provision of this Agreement at any time or for any period shall not waive that or any other provision or the requisite holders right subsequently to enforce all provisions of Securities have given this Agreement. (e) Failure to exercise, or delay in exercising, any authorizationright or remedy shall not operate as a waiver or be treated as an election not to exercise such right or remedy, consent and single or partial exercise or waiver under of any right or remedy shall not preclude its further exercise or the exercise of any other right or remedy. Notwithstanding anything to the contrary contained herein, (x) Section 9.04(g) Section 10.02(b), Section 11.03, this section 16Section 11.05, Section 11.08, Section 11.09, Section 11.10, Section 11.12, Section 11.13 and Section 11.14 (and any Securities owned by other provision of this Agreement to the Company extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) may not be amended, supplemented, waived or otherwise modified in a manner that is adverse to any Financing Source, without the prior written consent of their respective Affiliates shall the Financing Sources and (y) Section 9.04, Article X, this Section 11.05, and Section 11.12, (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) may not be disregarded and deemed amended, supplemented, waived or otherwise modified without the prior written consent of the Investor (such approval not to unreasonably withheld, conditioned or delayed, it being understood and agreed that the Investor shall not be outstandingdeemed to act unreasonably in withholding, conditioning or delaying its consent if such amendment, modification, waiver or consent is, or would be, adverse to the Investor or its Affiliates).

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, with respect to any amendments to this Agreement or the other Loan Documents, by any Credit Party or the Subsidiary Guarantors that are signatories thereto), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless explicitly in writing and signed by the Lender or Lenders affected thereby, do any of the following: (i) increase the stated amount of such Lender’s commitment hereunder, (ii) reduce the principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (iii) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (iv) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of Agent and the Lenders, provided however that Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise thereintransfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Loan Documents (whether in connection with the sale, transfer or other disposition of the applicable Subsidiary Guarantor or otherwise), (v) terminate or modify any indemnity provided to the Lenders hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, or (vi) change the definitions of “Revolving Credit Percentage”, “Majority Lenders”, “Eligible Mortgage Loan”, “Borrowing Base”, “Applicable Advance Rate”, “Collateral Value”, Sections 8.2 or 8.3 hereof or this Section 11.10, or any of the defined terms used in the definition of “Borrowing Base” or “Collateral Value”; provided, further, that notwithstanding the foregoing no amendment, waiver, or consent shall, unless in a writing signed by the Agent, (1) affect the rights or duties of the Agent under this Agreement or any other Loan Document, (2) reduce the principal of, or interest on, the Swing Line Note, or (3) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note. All references in this Agreement to “Lenders” or “the Lenders” shall refer to all Lenders, unless expressly stated to refer to Majority Lenders (or the like). Notwithstanding the foregoing or anything else herein to the contrary, Agent may, in its sole discretion and without the consent of any of the other Operative Lenders, agree or consent to allow a Mortgage Loan that was previously an “Eligible Mortgage Loan” but that no longer qualifies as an “Eligible Mortgage Loan” to be included in the Borrowing Base and deemed to be an “Eligible Mortgage Loan” for a period of time not to exceed ten (10) days, so long as the aggregate amount of all such Mortgage Loans included in the Borrowing Base at any one time pursuant to this paragraph does not exceed Three Million Dollars ($3,000,000). (b) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Indebtedness owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Indebtedness or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or the Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Percentage of any commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis). (c) The Agent shall, upon the written request of the Borrower, execute and deliver to the Credit Parties such documents as may be necessary to evidence (1) the release of any Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Revolving Credit Aggregate Commitment and payment in full of all Indebtedness payable under this Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be sold or disposed of as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement; (c) which constitutes property in which a Credit Party owned no interest at the time the Lien was granted or at any time thereafter; or (d) if approved, authorized or ratified in writing by the Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 11.10; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation the Subsidiary Guaranty) if all of the Equity Interests of such Person that were held by a Credit Party are sold or otherwise transferred to any transferee other than Borrower or a Subsidiary of Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by any Credit Party, including (without limitation) the proceeds of the sale or other disposition, all of which shall constitute and remain part of the Collateral. (d) Notwithstanding anything to the contrary herein the Agent may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing Borrower only, by the Required Holders of each class of Securities entitled to the benefits of such termamend, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment modify or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of supplement this Agreement or any of the other Operative Loan Documents unless each holder to cure any ambiguity, omission, mistake, defect or inconsistency. (e) Notwithstanding the foregoing, no amendment and restatement of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof this Agreement which is in all other respects approved by the Company andLenders in accordance with this Section 11.10 shall require the consent or approval of any Lender (i) which immediately after giving effect to such amendment and restatement, if shall have no commitment or other obligation to maintain or extend credit under this Agreement (as so amended and restated) and (ii) which, substantially contemporaneously with the effectiveness of such holder is entitled amendment and restatement, shall have received payment in full of all Indebtedness owing to such Lender under the benefit Loan Documents (other than any Indebtedness owing to such Lender in connection with Lender Products or under any Hedge Agreements between a Credit Party and such Lender). From and after the effectiveness of any such provision proposed to be amended or waivedamendment and restatement, any such Lender shall be afforded deemed to no longer be a “Lender” hereunder or a party hereto, except that any such Lender shall retain the opportunity benefits of considering the samethose indemnification provisions hereof which, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on terms hereof would survive the same termstermination of this Agreement. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. No failure or delay of the Holder in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Holder are cumulative and not exclusive of any rights or remedies which it would otherwise have. This Warrant is one of a series of Warrants issued by the Company, all dated the date hereof and of like tenor, except as to the number of shares of Common Stock subject thereto (a) collectively, the “Company Warrants”). Any term of this Agreement and, unless explicitly provided otherwise therein, of any of Warrant may be amended or waived upon the other Operative Documents may, with the written consent of the Company, be amended, or compliance therewith may be waived, in writing only, by Company and the Required Holders holders of each class Company Warrants representing at least a majority of Securities entitled the number of shares of Common Stock then subject to the benefits of such term, outstanding Company Warrants; provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no any such amendment or waiver shall must apply to all Company Warrants then outstanding; (Aii) change the amount number of Warrant Shares subject to this Warrant, the Exercise Price or Expiration Date of this Warrant and the number of shares or class of stock obtainable upon exercise of this Warrant may not be amended, (iii) the right to exercise this Warrant may not be waived, without the written consent of the principal Holder of or any rate of interest on or the amount of any premium payable with respect this Warrant (it being agreed that an amendment to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of under any of the provisions of Section 3 of this Agreement or any Warrant shall not be considered an amendment of the other Operative Documents unless each holder number of Warrant Shares or the Exercise Price) and (iv) any amendment that adversely affects any particular Holder without a corresponding affect upon all Holders must be approved by the particular Holder so affected. The Company shall promptly give notice to all holders of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit Warrants of any amendments effected in accordance with this Section 10. No special consideration may be given to any holder as inducement to waive or amend this Warrant unless such provision proposed consideration is given equally and ratably to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite all holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstandingWarrants.

Amendment and Waiver. (a) Any term Subject to Sections 15(b) through Section 15(g) below, no modification, amendment or waiver of any provision of this Agreement and(whether by merger, consolidation or otherwise) shall be effective against the Company and the Members unless explicitly such modification, amendment or waiver is approved in writing by, respectively, the Company and the holders of a majority of the Common Units on a fully diluted basis; provided otherwise thereinthat: (i) no such modification, amendment or waiver will adversely affect the rights hereunder of any of the parties hereto when compared with its effect on the other Operative Documents may, with similarly situated parties hereto without the consent prior written approval of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits a majority-in-interest of such termadversely-affected parties, provided that (iii) no such modification, amendment or waiver will adversely affect the rights hereunder of any holder of Series A Preferred Units without the consent prior written approval of the holders of all a majority of the Notes Series A Preferred Units (provided that such approving holders must include at least one Continuing Series A Preferred Holder if at the time outstandingsuch action is approved there is any Continuing Series A Preferred Holder), and (iii) no such modification, amendment or waiver shall (A) change will adversely affect the amount rights hereunder of any holder of Class D Common Units without the prior written approval of the principal holders of or a majority of the Class D Common Units (provided that such approving holders must include at least one Continuing Class D Common Holder if at the time such action is approved there is any rate of interest on or Continuing Class D Common Holder). A joinder to this Agreement by any other Person as a “Member” hereunder shall not be deemed to adversely affect the amount rights of any premium payable with respect other Member hereunder or to any of the Notes or change the payment terms of any of the Notesbe a modification, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of this Agreement for purposes of this Section 15. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. (b) Notwithstanding anything in Section 15(a) to the contrary, this Agreement may not be modified, amended or waived (whether by merger, consolidation or otherwise) without the prior written approval of at least one Continuing Class A Common Holder if at such time there is any Continuing Class A Common Holder, if the effect of such modification, amendment or waiver would (i) adversely affect the rights of the Members other Operative Documents unless each holder than the ABRY Members pursuant to Section 5, (ii) adversely affect the rights of the Securities Members (irrespective other than the ABRY Members) pursuant to Section 6, (iii) adversely affect the rights of the kind and amount Members pursuant to Section 7, Section 8 or Section 12, or (iv) result in an amendment, modification or waiver of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended Section 13 or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsthis Section 15(b). (c) In determining Notwithstanding anything in Section 15(a) to the contrary, neither Section 3 nor this Section 15(c) may be modified, amended or waived (whether by merger, consolidation or otherwise) without the requisite prior written approval of holders of Securities have given a majority of the Class D Common Units then outstanding (or, if no Class D Common Units are then outstanding, then holders of a majority of the Class A Common Units acquired on the date hereof by the Qualified Members), provided that such approving holders must include at least one Continuing Series A Preferred Holder, Continuing Class A Common Holder or Continuing Class D Common Holder if at such time there is any authorizationContinuing Series A Preferred Holder, consent Continuing Class A Common Holder or Continuing Class D Common Holder. (d) Notwithstanding anything in Section 15(a) to the contrary, no modification, amendment or waiver under (whether by merger, consolidation or otherwise) of: (i) any requirement in this section 16, Agreement that any Securities owned action be approved or joined in by a Continuing Class A Common Holder or the Company definition of the term “Continuing Class A Common Holder” will be effective as against New York Life or any of their respective its Affiliates shall unless either such action is approved in writing by New York Life or at the time such action is approved none of New York Life or any of its Affiliates is a Continuing Class A Common Holder, (ii) any requirement in this Agreement that any action be disregarded approved or joined in by a Continuing Class D Common Holder or the definition of the term “Continuing Class D Common Holder” will be effective as against New York Life or any of its Affiliates unless either such action is approved in writing by New York Life or at the time such action is approved none of New York Life or any of its Affiliates is a Continuing Class D Common Holder, (iii) any requirement in this Agreement that any action be approved or joined in by a Continuing Series A Preferred Holder or the definition of the term “Continuing Series A Preferred Holder” will be effective as against New York Life or any of its Affiliates unless either such action is approved in writing by New York Life or at the time of such action none of New York Life or any of its Affiliates is a Continuing Series A Preferred Holder, or (iv) this Section 15(d) will be effective as against New York Life or any of its Affiliates unless either such action is approved by New York Life or at the time such action is approved none of New York Life or any of its Affiliates is a Continuing Class A Common Holder, a Continuing Class D Common Holder nor a Continuing Series A Preferred Holder. (e) Notwithstanding anything in Section 15(a) to the contrary, no modification, amendment or waiver (whether by merger, consolidation or otherwise) of: (i) any requirement in this Agreement that any action be approved or joined in by a Continuing Class A Common Holder or the definition of the term “Continuing Class A Common Holder” will be effective as against Xxxxxxx or any of its Affiliates unless either such action is approved in writing by Xxxxxxx or at the time such action is approved none of Xxxxxxx or any of its Affiliates is a Continuing Class A Common Holder, (ii) any requirement in this Agreement that any action be approved or joined in by a Continuing Class D Common Holder or the definition of the term “Continuing Class D Common Holder” will be effective as against Xxxxxxx or any of its Affiliates unless either such action is approved in writing by Northwestern or at the time such action is approved none of Xxxxxxx or any of its Affiliates is a Continuing Class D Common Holder, (iii) any requirement in this Agreement that any action be approved or joined in by a Continuing Series A Preferred Holder or the definition of the term “Continuing Series A Preferred Holder” will be effective as against Xxxxxxx or any of its Affiliates unless either such action is approved in writing by Xxxxxxx or at the time of such action none of Xxxxxxx or any of its Affiliates is a Continuing Series A Preferred Holder, or (iv) this Section 15(e) will be effective as against Xxxxxxx or any of its Affiliates unless either such action is approved by Xxxxxxx or at the time such action is approved none of Xxxxxxx or any of its Affiliates is a Continuing Class A Common Holder, a Continuing Class D Common Holder nor a Continuing Series A Preferred Holder. (f) Notwithstanding anything in this Section 15 to the contrary, a modification, amendment or waiver made to reflect (A) the terms and deemed conditions of any new class or series of Equity Securities (with respect to such Equity Securities) and any restrictions, rights, preferences and privileges associated therewith or (B) the restrictions on or rights of any Person who purchases Equity Securities after the date hereof (with respect to such Equity Securities) shall, in each case, require only the approval of the Company and a Majority of the Members and not to be outstandingthe approval of any Member; provided that no such modification, amendment or waiver will adversely affect the rights hereunder of any of the parties hereto when compared with its effect on the other similarly situated parties hereto without the prior written approval of a majority-in-interest of such adversely-affected parties.

Amendment and Waiver. (a) Any term of this Agreement andExcept as set forth below or as specifically provided in any Loan Document, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstandingcovenant, no such amendment agreement or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions condition of this Agreement or any of the other Operative Loan Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to may be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied waived by the Company Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with sufficient information the consent of the Required Lenders) and delivered to enable it the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: (a) waive any condition set forth in Section 3.1 without the written consent of each Lender directly affected thereby; (b) amend, modify or waive (A) Section 3.2, or waive any Default or Event of Default for the purpose of waiving the requirements of Section 3.2, or amend, modify or waive any other provision of this Agreement, if the effect of such amendment, modification or waiver is to require the Lenders with an Initial Revolving Loan Commitment (pursuant to, in the case of any amendment, modification or waiver of a provision other than Section 3.2, any substantially concurrent request by the Borrower for a borrowing, Conversion or Continuation of Initial Revolving Loans or Swingline Loans or issuance, increase, extension or renewal of any Letter of Credit) to make an informed decision with respect thereto andInitial Revolving Loans or participate in Swingline Loans or Letters of Credit when such Lenders would not otherwise be required to do so or (B) the amount of the Available Letter of Credit Commitment and/or the Swingline Commitment, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on in each case without the same terms.prior written consent of the Required Initial Revolving Lenders; (c) In determining whether amend, extend or increase any Commitment of any Lender (or reinstate any Initial Revolving Loan Commitment or Additional Revolving Loan Commitment terminated pursuant to Section 8.2) or the requisite holders amount of Securities have given Loans of any authorizationLender without the written consent of such Lender; (d) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, consent interest, fees or waiver under this section 16, any Securities owned by other amounts due to the Company Lenders (or any of their respective Affiliates them) without the written consent of each Lender directly affected thereby; (e) reduce the principal of, or the rate of interest specified herein on, any Loan or payment owed under Section 2.13(d), or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Lenders shall be disregarded necessary to (i) waive any obligation of the Borrower to pay interest at the Default Rate during the continuance of any Event of Default or (ii) subject to clause (v) of the second proviso to this Section, amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or payment owed under Section 2.13(d), or to reduce any fee payable hereunder; (f) (i) change (A) Section 2.10, or Section 8.3 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby or (B) Section 8.3 in a manner adverse to the priority status of the Lenders with an Initial Revolving Loan Commitment without the prior written consent of each of the Lenders with an Initial Revolving Loan Commitment or (ii) (A) amend, modify or waive Sections 2.17(a)(ii), 2.17(a)(vii) or 2.17(a)(xii) or (B) except as expressly permitted in Section 9.10(b), subordinate the priority of the Liens granted under the Loan Documents, in each case under this clause (ii), without the prior written consent of each Lender with an Initial Revolving Loan Commitment; (g) change Section 2.6(b)(iii), (iv), (v) or (vi) in a manner that would alter the order of application of amounts prepaid pursuant thereto in a manner materially adverse to any Lender without the written consent of such Lender; (h) change any provision of this Section or the definition of “Required Lenders”, “Required Revolving Lenders”, “Required Initial Revolving Lenders”, “Required Additional Revolving Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; (i) release all of the guarantors or release guarantors comprising substantially all of the credit support for the Obligations, in either case, from the Subsidiary Guaranty (other than as authorized in Section 9.10), without the written consent of each Lender; (j) release all or substantially all of the value of the Collateral or release any Security Document (other than as authorized in Section 9.10 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; (k) amend, modify or waive Section 3.2, or waive any Default or Event of Default for the purpose of waiving the requirements of Section 3.2, or amend, modify or waive any other provision of this Agreement, if the effect of such amendment, modification or waiver is to require the Lenders with an Additional Revolving Loan Commitment (pursuant to, in the case of any amendment, modification or waiver of a provision other than Section 3.2, any substantially concurrent request by the Borrower for a borrowing, Conversion or Continuation of Additional Revolving Loans) to make Additional Revolving Loans when such Lenders would not otherwise be required to do so, without the prior written consent of the Required Additional Revolving Lenders; provided further, that (i) no amendment, waiver or consent shall, unless in writing and deemed not signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any Request for Issuance of Letter of Credit relating to any Letter of Credit issued or to be outstandingissued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement or any Request for Advance relating to any Swingline Loan made by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Administrative Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (v) unless a breach of Section 7.7 has become an Event of Default with respect to the Term Loans in accordance with Section 8.1(c), any amendment, waiver or consent of Section 7.7 (or any defined terms used therein, but only for purposes of Section 7.7 and not for any other purposes, including, without limitation, any pro forma compliance or incurrence tests) may only be effected with consent of the Borrower and the Required Revolving Lenders (or the Administrative Agent with the consent of the Required Revolving Lenders) and shall not require the vote of any Lender holding Term Loans or a Commitment to make Term Loans; (vi) any amendment, modification or waiver of any of Sections 7.3(c) or 7.4(c) or any of the definitions of “Specified Servicing Amendment”, “Specified Servicing Arrangement” or “Specified Servicing Provider Sale” may only be effected with consent of the Borrower and the Required Revolving Lenders (or the Administrative Agent with the consent of the Required Revolving Lenders) and shall not require the vote of any Lender holding Term Loans or a Commitment to make Term Loans; (vii) no amendment, waiver or consent shall include any Real Property in the Collateral or require the creation of a Lien or Security Interest in any Real Property unless approved by each Lender holding an Initial Revolving Loan Commitment or Additional Revolving Loan Commitment and shall not require the vote of any Lender holding Term Loans or a Commitment to make Term Loans and (viii) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on behalf of such Lender and without further action or consent by such Lender, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 11.12) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Sections 2.14, 2.18 or Article 13 of this Agreement (including, without limitation, as applicable, (1) to permit the Incremental Increases and the Loans made in connection therewith to share ratably in the benefits of this Agreement and the other Loan Documents, (2) to permit the Incremental Term Loans to be structured as second lien credit facilities (including amendments to Section 2.6(b)), (3) to include the Lenders with an Additional Revolving Loan Commitment, an Incremental Term Loan Commitment or outstanding Incremental Term Loans in any determination of Required Lenders and (4) to include the Lenders with an Additional Revolving Loan Commitment in any determination of Required Revolving Lenders); provided that no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Commitment Ratio, in each case, without the written consent of such affected Lender.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, No failure or delay on the part of any of the parties hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other Operative Documents mayor further exercise thereof or the exercise of any other right, with the consent power or remedy. The remedies provided for herein are cumulative and are not exclusive of the Company, be amended, or compliance therewith any remedies that may be waivedavailable to the parties hereto at law, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment equity or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofotherwise. (b) The Company will notNo amendment, directly supplement or indirectly, request modification of or negotiate for, or offer or pay to any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of provision in this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company andNotes, if such holder is entitled to the benefit or any waiver of any such provision proposed or consent to any departure by any party from the terms of any such provision may be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsmade orally. (c) In determining whether Any (i) amendment, supplement or modification hereto or to any of the requisite Notes, (ii) consent hereunder or under any of the Notes or (iii) waiver of any provision (collectively, "MODIFICATION") of this Agreement or of any of the Notes shall be effective as to all holders of Securities have the Notes if given any authorization, consent or waiver under this section 16, any Securities owned pursuant to a written agreement signed by the Company Borrower, Holdings and the holders of at least a majority of the principal amount of the Notes then outstanding (the "REQUISITE NOTEHOLDERS"); provided, however, that no Modification with respect to this Agreement or any of the Notes shall (1) decrease or forgive the principal of such Note, (2) extend the originally scheduled time of payment of the principal of such Note or the time of payment of interest on such Note, (3) reduce, directly or indirectly, the rate of interest or amount of premium payable on such Note, (4) permit any subordination of the principal or interest of such Note, (5) release any Guarantor from any of its obligations under any of the Guarantees or (6) amend, modify, or alter the provisions of Section 2(f) of the Notes in a manner materially adverse to a holder of Notes, without the prior written consent of the holder of each Note affected thereby. (d) Any amendment, supplement or modification of or to any provision of this Agreement or any Note, any waiver of any provision of this Agreement or any Note, and any consent to any departure by any party from the terms of any provision of this Agreement or any Note made or given in conformity herewith, shall (i) apply to all of the parties hereto and their respective Affiliates successors and assigns and (ii) be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the Borrower or Holdings in any case shall be disregarded and deemed not entitle the Borrower or Holdings to be outstandingany other or further notice or demand in similar or other circumstances.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement andor any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless explicitly provided otherwise therein, of any the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the other Operative Documents mayMajority Lenders) (except with respect to the Fee Letter, with which shall only require the consent of the Companyparties thereto) or, be amended, or compliance therewith may be waived, in writing onlyif this Agreement expressly so requires with respect to the subject matter thereof, by the Required Holders of each class of Securities entitled to the benefits of such termall Lenders (and, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by any Credit Party or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors that are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notesspecific instance and for the specific purpose for which given. Executed All references in this Agreement to “Lenders” or true and correct copies of any “the Lenders” shall refer to all Lenders, unless expressly stated to refer to Majority Lenders (or the like). (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent effected shall increase the stated amount of any Lender’s commitment hereunder without such Lender’s consent; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Lender or Lenders holding Indebtedness directly affected thereby, do any of the following: (A) reduce the principal of, or interest (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith Section 2.6(d)) on, any outstanding Indebtedness or any Fees or other amounts payable hereunder (but in including any event not later than five days) following the effective date thereof.Standard Yield Maintenance Premium, Term Loan C Yield Maintenance Premium or Prepayment Premium), (bB) The Company will not, directly or indirectly, request or negotiate forpostpone any date fixed for any payment of principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Indebtedness or waiver of any Fees or other amounts payable hereunder (including any Standard Yield Maintenance Premium, Term Loan C Yield Maintenance Premium or Prepayment Premium), (C) change any of the provisions of this Section 12.9 or the definition of “Majority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; provided that changes to the definition of “Majority Lenders” may be made with the consent of only the Majority Lenders to include the Lenders holding any additional credit facilities that are added to this Agreement with the approval of the appropriate Lenders, and (D) amend the definition of “Pro Rata Share”; (iii) no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the other Operative Documents unless each holder following: (A) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Securities Collateral (irrespective provided that neither the Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of the kind Agent and amount of Securities then owned by it) the Lenders, provided however that the Agent shall be informed thereof by entitled, without notice to or any further action or consent of the Company andLenders, if such holder to release any Collateral which any Credit Party is entitled permitted to sell, assign or otherwise transfer in compliance with this Agreement or the other Loan Documents (to a Person that is not the Borrower or a Guarantor) or release any guaranty to the benefit extent expressly permitted by Section 11.11(b)(iii) of any such provision proposed to be amended this Agreement, (B) modify, directly or waivedindirectly, shall be afforded the opportunity of considering the sameSection 9.2, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company Section 9.3 hereof or any other provision herein or in the other Loan Documents receiving the pro rata treatment of their respective Affiliates shall be disregarded and deemed not to be outstanding.Lenders in a manner that would alter the priorities set forth therein or the pro rata sharing of payments required thereby, or

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by Borrowers, the Parent or any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks (or by the Agent at the written request of the Majority Banks) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Banks (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by Borrowers, the Parent or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesSubsidiaries which are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by all the Company to each holder Banks, do any of Securities forthwith the following: (but in a) increase any event not later than five days) following the effective date thereof. Bank's commitments hereunder, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer interest on, the Notes or pay any remuneration Fees or grant other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, the Notes or any Fees or other amounts payable hereunder, (d) waive any Event of Default specified in Sections 10.1(a) or (b) hereof, (e) except as expressly permitted hereunder, or under the Collateral Documents, release or defer the granting or perfecting of a lien or security interest in any Collateral or release any guaranty or similar undertaking provided by any Person except as an inducement forshall be otherwise expressly permitted in this Agreement or any other Loan Document, provided however that Agent shall be entitled to release any proposed amendment Collateral which any Borrower or waiver any Subsidiary is permitted to sell or transfer under the terms of this Agreement or the other Loan Documents without notice to or any further action or consent of the provisions Banks; (f) terminate or modify any indemnity provided to the Banks hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, (g) take any action which requires the approval or consent of all Banks pursuant to the terms of this Agreement or any other Loan Document, or (h) change the definition of "Majority Banks" or this Section 14.11; provided further, that no amendment, waiver, or consent shall, unless in writing and signed by the Agent in addition to all the Banks, affect the rights or duties of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver Agent under this section 16, any Securities owned by the Company Agreement or any of their respective Affiliates other Loan Document. All references in this Agreement to "Banks" or "the Banks" shall be disregarded and deemed not refer to be outstandingall Banks, unless expressly stated to refer to Majority Banks.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks (or by the Agent at the written request of the Majority Banks) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Banks (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by Borrowers or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors which are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by all the Company to each holder Banks, do any of Securities forthwith the following: (but in a) increase any event not later than five days) following the effective date thereof.Bank’s commitments hereunder, (b) The Company will not, directly or indirectly, request or negotiate forreduce the principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Indebtedness or waiver any Fees or other amounts payable hereunder, (c) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (d) waive any Event of Default specified in Section 8.1(a) or Section 8.1(b) hereof, (e) except as expressly permitted hereunder or under the Collateral Documents, release a lien or security interest in any Collateral or release any guaranty or similar undertaking provided by any Person, provided however that Agent shall be entitled to release any Collateral which Borrowers or any of their Subsidiaries is permitted to sell or transfer under the provisions terms of this Agreement or the other Loan Documents without notice to or any further action or consent of the Banks, and provided further that Agent shall release any and all Collateral when the Indebtedness hereunder (except for Indebtedness then existing under any Hedging Agreements or deposit accounts then maintained with Agent) is repaid in full, there are no Letters of Credit or Advances outstanding hereunder, and Borrowers’ ability to request Advances hereunder have been terminated. (f) terminate or modify any indemnity provided to the Banks hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, (g) take any action which requires the approval or consent of all Banks pursuant to the terms of this Agreement or any other Loan Document, or (h) change the definitions of “Revolving Credit Percentage,” “Majority Banks,” or this Section 12.10; (i) permit any subordination of the other Operative Documents unless each holder Indebtedness or Liens granted under the Loan Documents; (j) provided, further, that notwithstanding the foregoing, Section 9.2 may be amended and the Revolving Credit Maturity Date may be extended only with the consent of all of the Securities (irrespective Banks, and provided further, that no amendment, waiver or consent shall, unless in writing signed by the Swing Line Bank, do any of the kind following: (x) reduce the principal of, or interest on, the Swing Line Note or (y) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note; and amount of Securities then owned by it) shall be informed thereof provided further, however, that no amendment, waiver, or consent shall, unless in writing and signed by the Company andAgent in addition to all the Banks, if such holder is entitled to affect the benefit rights or duties of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver Agent under this section 16, any Securities owned by the Company Agreement or any of their respective Affiliates other Loan Document. All references in this Agreement to “Banks” or “the Banks” shall be disregarded and deemed not refer to be outstandingall Banks, unless expressly stated to refer to Majority Banks (or the like).

Amendment and Waiver. Except as otherwise provided herein, this Agreement may be amended, and compliance with any provision of the Agreement may be omitted or waived (aeither generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) by the written agreement of a majority in voting power of the issued and outstanding Conversion Stock then held by the Investors (or their permitted transferees); provided, however, that the rights of the Major Investors set forth in Article III may only be amended, omitted or waived by the written agreement of a majority in voting power of the issued and outstanding Conversion Stock then held by the Major Investors (or their permitted transferees) provided further, however, that no amendment approved in accordance with this Section shall be effective if and to the extent that such amendment treats one or more Investors differently than all of the other Investors. Any term waiver may be given subject to the satisfaction of conditions stated therein and any waiver shall be effective only in the specific instance and for the specific purpose for which given. Neither this Agreement nor any of the provisions hereof may be amended, waived or terminated orally, but only by a signed statement in writing. For purposes of this Section 4.9, the Investors or Major Investor, as the case may be, shall act as if voting as a separate class with each share of Preferred Stock held by an Investor or Major Investor, as the case may be, being entitled to the number of votes equal to the number of shares of Common Stock into which such share of Preferred Stock is then convertible. Notwithstanding anything to the contrary in this Section 4.9, additional New Investors who purchase Restricted Stock pursuant to Section 1.3 of the Stock Purchase Agreement and, unless explicitly provided otherwise therein, may be added as parties to this Agreement without the consent of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such Investors. Any amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable effected in accordance with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of this Section 4.9 will be binding upon the Company (and each person or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder entity that is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver rights under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstandingAgreement.

Amendment and Waiver. (a) Any term of this This Agreement andand the Note may be amended or supplemented, unless explicitly provided otherwise therein, and the observance of any of the other Operative Documents may, with the consent of the Company, be amended, term hereof or compliance therewith thereof may be waived, in writing onlywith the written consent of the Borrower, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that AutoBond and (i) without on or prior to the consent of Initial Closing Date, the holders of all of Initial Lender, and (ii) after the Notes Initial Closing Date, the Lender (or, if multiple Lenders, Lenders with respect to at the time outstanding, no such amendment or waiver shall (A) change the least 66-2/3% in aggregate unpaid principal amount of the principal Advances; provided, however, that no such amendment, supplement or waiver shall, without the written consent of or any rate of interest on or the amount of any premium payable all Lenders, (a) change, with respect to the Advances, the amount or time of any required prepayment or payment of principal or premium or the rate or time of payment of interest, or change the funds in which any prepayment or payment on the Advances is required to be made; (b) reduce the percentage of the aggregate principal amount of Advances required for any amendment, consent or waiver hereunder; or (c) release any material Lien of the Trustee, held for the benefit of the Lender, on any of the Notes Collateral or change affect the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date priority thereof. (b) Any amendment, supplement or waiver effected in accordance with this Section 15.4 shall be binding upon the Lender, each Assignee and the Borrower. (c) The Company Borrower will not, directly or indirectlynot solicit, request or negotiate for, for or offer or pay any remuneration or grant any security as an inducement for, with respect to any proposed waiver or amendment or waiver of any of the provisions of this Agreement the Program Documents or any of the other Operative Documents Note unless each holder of the Securities Initial Lender (irrespective of the kind and amount of Securities then owned Advances made by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, Borrower and shall be afforded the opportunity of considering the same, same and shall be supplied by the Company Borrower with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, thereto. Executed or true and correct copies of any waiver effected pursuant to the provisions of this Section 13.4 shall be offered and paid such remuneration and granted such security delivered by the Borrower to the Lender forthwith following the date on which the same terms. (c) In determining whether shall have been executed and delivered by the Lender of the requisite holders percentage of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstandingAdvances.

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by Intcomex, Borrower or any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes or change the payment terms of any of the Notesother Loan Documents, orby Intcomex, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (Borrower or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligationGuarantor that are signatories thereto), or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notes. Executed or true specific instance and correct copies of any for the specific purpose for which given; provided, however, that no amendment, waiver or consent effected pursuant to this section 16 shall be delivered shall, unless in writing and signed by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will notLender or Lenders affected thereby, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of do any of the provisions following: (i) increase the stated amount of such Lender’s commitment hereunder, (ii) reduce the principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (iii) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness or any Fees or other amounts payable hereunder, (iv) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of Agent and the Lenders, provided however that Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any Collateral which Borrower or any Subsidiary Guarantor is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Subsidiary Guarantor or otherwise), (irrespective v) terminate or modify any indemnity provided to the Lenders hereunder or under the other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document, or (vi) change the definitions of “Revolving Credit Percentage”, “Majority Lenders”, Sections 10.2 or 10.3 hereof or this Section 13.10; provided, further, that notwithstanding the foregoing: (A) the definitions of “Borrowing Base”, “Eligible Accounts”, “Eligible Insured Foreign Accounts”, “Eligible Inventory”, “Eligible Commercial Letter of Credit” may be changed, and the Revolving Credit Maturity Date may be postponed or extended, with only the consent of all of the kind and amount of Securities then owned by itRevolving Credit Lenders; (B) shall be informed thereof no amendment, waiver or consent shall, unless in a writing signed by the Company andSwing Line Lender, if such holder is entitled to do any of the benefit following: (1) reduce the principal of, or interest on, the Swing Line Note, (2) postpone any date fixed for any payment of principal of, or interest on, the Swing Line Note or (3) otherwise affect the rights and duties of the Swing Line Lender under this Agreement or any such provision proposed to be amended other Loan Document; (C) no amendment, waiver or waivedconsent shall, shall be afforded unless in a writing signed by Issuing Lender affect the opportunity rights or duties of considering Issuing Lender under this Agreement or any of the sameother Loan Documents; (D) no amendment, shall be supplied waiver, or consent shall, unless in a writing signed by the Company with sufficient information Agent affect the rights or duties of the Agent under this Agreement or any other Loan Document. All references in this Agreement to enable it “Lenders” or “the Lenders” shall refer to make an informed decision with respect thereto andall Lenders, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on unless expressly stated to refer to Majority Lenders (or the same termslike). (b) The Agent shall, upon the written request of the Borrower, execute and deliver to Borrower such documents as may be necessary to evidence (1) the release of any Lien granted to or held by the Agent upon any Collateral: (a) upon termination of the Revolving Credit Aggregate Commitment and payment in full of all Indebtedness payable under this Agreement and under any other Loan Document; (b) which constitutes property (including, without limitation, Equity Interests in any Person) sold or to be sold or disposed of as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction and including the property of any Subsidiary that is disposed of as permitted hereby) permitted in accordance with the terms of this Agreement; (c) In determining whether which constitutes property in which Borrower or the requisite holders of Securities have given applicable Subsidiary Guarantor owned no interest at the time the Lien was granted or at any authorizationtime thereafter; or (d) if approved, consent authorized or waiver under this section 16, any Securities owned ratified in writing by the Company Majority Lenders, or all the Lenders, as the case may be, as provided in this Section 13.10; or (2) the release of any Person from its obligations under the Loan Documents (including without limitation any Guaranty) if all of the Equity Interests of such Person that were held by Borrower or a Subsidiary Guarantor are sold or otherwise transferred to any transferee other than Borrower or a Subsidiary as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement; provided that (i) Agent shall not be required to execute any such release or subordination agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty or such release shall not in any manner discharge, affect or impair the Indebtedness or any Liens upon any Collateral retained by Borrower or any Subsidiary Guarantor, including (without limitation) the proceeds of their respective Affiliates the sale or other disposition, all of which shall be disregarded constitute and deemed not to be outstandingremain part of the Collateral.

Amendment and Waiver. (a) Any This Agreement and any Loan Documents collateral hereto may be modified or amended and a waiver of any breach of any term or provision of this Agreement andshall be effective only if the Borrowers, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with Administrative Agent and the consent of the Company, be amended, or compliance therewith may be waived, Majority Lenders so agree in writing only, by the Required Holders of each class of Securities entitled to the benefits of such termwriting, provided that (i) in all cases the Borrowers shall be entitled to rely upon the Administrative Agent, without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount further inquiry in respect of any premium payable with respect amendments or waivers agreed to any of by the Notes or change Administrative Agent and which the payment terms of any of Administrative Agent has confirmed have been agreed to by the NotesMajority Lenders; provided further, orhowever, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any that no amendment, waiver or consent consent, unless in writing and signed by all of the Lenders shall: (i) increase the Commitment of any Lender or subject any Lender to any additional obligation; (ii) reduce the principal of, or interest on, the Advances or reduce any fees hereunder; (iii) postpone any date fixed for any payment of principal of, or interest on, the Advances or any other amounts payable hereunder; (iv) change the Global Rateable Portion of any Lender except for adjustments thereto made by the Administrative Agent in accordance with the terms of this Agreement, or the aggregate unpaid principal amount of the Advances, or the number of Lenders which shall be required for the Lenders to take any action hereunder; (v) amend the definition of Majority Lenders; (vi) amend or release any Guarantee, except to the extent that a release of a Guarantee may be effected pursuant to a transaction subject to Section 11.12 or is otherwise authorized pursuant to the terms of this section 16 shall be delivered Agreement and except to the extent that an amendment, as determined by the Company Administrative Agent and Lenders' Counsel, each acting reasonably, does not materially impair the enforceability or unconditionality of such Guarantee; or (vii) amend this Section 11.5; and provided, further, that no amendment, waiver or consent, unless in writing and signed by the Administrative Agent or Swing Line Lender, as applicable, in addition to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will notLenders required herein above to take such action, directly affects the rights or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any duties of the provisions of Administrative Agent or Swing Line Lender, as applicable, under this Agreement or any Advance. A waiver of the other Operative Documents unless each holder any breach of the Securities (irrespective any term or provision of the kind and amount of Securities then owned by it) this Agreement shall be informed thereof by the Company and, if such holder is entitled limited to the benefit of any such provision proposed to be amended or specific breach waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, No failure or delay on the part of any of the parties hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other Operative Documents mayor further exercise thereof or the exercise of any other right, with power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the consent parties hereto at law, in equity or otherwise. (b) No amendment, supplement or modification of or to any provision in this Agreement or any of the Company, be amendedNotes, or compliance therewith any waiver of any such provision or consent to any departure by any party from the terms of any such provision may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that made orally. (c) Any (i) without the consent amendment, supplement or modification hereto or to any of the holders of all of the Notes at the time outstandingNotes, no such amendment (ii) consent hereunder or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to under any of the Notes or change the payment terms (iii) waiver of any provision (collectively, "MODIFICATION") of this Agreement or of any of the Notes, or, except Notes shall be effective as provided in to all holders of the Notes (if given pursuant to a written agreement signed by the Company and the Note Guarantees), subordinate the obligation holders of at least two-thirds (2/3) of the Company principal amount of the Notes then outstanding (the "REQUISITE NOTEHOLDERS"); PROVIDED, HOWEVER, that no Modification with respect to this Agreement or any Subsidiary Guarantor) to pay any amount due on of the Notes shall (1) decrease or forgive the principal of such Note, (2) extend the originally scheduled time of payment of the principal of such Note or the time of payment of interest on such Note, (3) reduce the Note Guarantees) to any other obligationrate of interest payable on such Note, or (B4) change permit any further subordination of the percentage principal or interest of such Note beyond that set forth in Section 7 of such Note, or (5) release any Guarantor from any of its obligations under the Guaranty, without the prior written consent of the holder of each Note. Any Modification with respect to this Agreement shall be effective as to all holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected Warrants if given pursuant to this section 16 shall be delivered a written agreement signed by the Company to each holder and the holders of Securities forthwith (but Warrants exercisable into at least a majority of the shares of Common Stock for which all of the Warrants are then exercisable in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver aggregate. No Modification of any of the provisions of Section 11.4(b), 11.4(c), or 11.4(d) shall be effective without the prior written consent of all of the parties hereto. (d) Any amendment, supplement or modification of or to any provision of this Agreement or any Note, any waiver of any provision of this Agreement or any Note, and any consent to any departure by any party from the terms of any provision of this Agreement or any Note made or given in conformity herewith, shall (i) apply to all of the other Operative Documents unless each holder of parties hereto and their successors and assigns and (ii) be effective only in the Securities (irrespective of specific instance and for the kind and amount of Securities then owned specific purpose for which made or given. Except where notice is specifically required by it) shall be informed thereof by this Agreement, no notice to or demand on the Company and, if such holder is entitled to the benefit of in any such provision proposed to be amended or waived, case shall be afforded the opportunity of considering the same, shall be supplied by entitle the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsany other or further notice or demand in similar or other circumstances. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, No failure or delay on the part of any of the parties hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other Operative Documents mayor further exercise thereof or the exercise of any other right, with power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the consent parties hereto at law, in equity or otherwise. (b) No amendment, supplement or modification of or to any provision in this Agreement or any of the Company, be amendedNotes, or compliance therewith any waiver of any such provision or consent to any departure by any party from the terms of any such provision may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that made orally. (c) Any (i) without the consent amendment, supplement or modification hereto or to any of the holders of all of the Notes at the time outstandingNotes, no such amendment (ii) consent hereunder or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to under any of the Notes or change the payment terms (iii) waiver of any provision (collectively, "MODIFICATION") of this Agreement or of any of the Notes shall be effective as to all holders of the Notes if given pursuant to a written agreement signed by the Company and the holders of at least a majority of the principal amount of the Outstanding Notes which shall include at least two holders of Notes which are not Affiliates (the "REQUISITE NOTEHOLDERS"); PROVIDED, HOWEVER, that no Modification with respect to this Agreement or any of the Notes shall (1) decrease, forgive or change the amount of principal or premium of such Notes, or, except as provided in (2) extend the Notes (and the Note Guarantees), subordinate the obligation originally scheduled time of payment or prepayment of the Company principal or premium of such Notes or the time of payment of interest on such Notes, (3) reduce the rate of interest payable on such Notes, (4) permit any further subordination of the principal or any Subsidiary Guarantor) to pay any amount due on interest of such Notes beyond that provided under the Notes (or on the Note Guarantees) to any other obligationSenior Credit Documents, or (B5) change release any Guarantor from any of its obligations under the percentage Subsidiary Guaranty, without the prior written consent of the holder of each Note. Any Modification with respect to this Agreement or any of the Warrants shall be effective as to all holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected Warrants if given pursuant to this section 16 shall be delivered a written agreement signed by the Company to each holder and the holders of Securities forthwith (but Warrants exercisable into at least a majority of the shares of Common Stock for which all of the Warrants are then exercisable in any event the aggregate, which shall 55 59 include at least two holders of the Warrants which are not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver Affiliates. No Modification of any of the provisions of this Section 11 shall be effective without the prior written consent of all of the parties hereto. (d) Any amendment, supplement or modification of or to any provision of this Agreement or any Note, any waiver of any provision of this Agreement or any Note, and any consent to any departure by any party from the terms of any provision of this Agreement or any Note made or given in conformity herewith, shall (i) apply to all of the other Operative Documents unless each holder of parties hereto and their successors and assigns and (ii) be effective only in the Securities (irrespective of specific instance and for the kind and amount of Securities then owned specific purpose for which made or given. Except where notice is specifically required by it) shall be informed thereof by this Agreement, no notice to or demand on the Company and, if such holder is entitled to the benefit of in any such provision proposed to be amended or waived, case shall be afforded the opportunity of considering the same, shall be supplied by entitle the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsany other or further notice or demand in similar or other circumstances. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) Any term of this Agreement and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement ARTICLES II, III OR IV, or any defined term (as it is used therein), will be effective as to the Noteholders unless consented to by all of the other Operative Documents unless each Noteholders in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the Securities time outstanding affected thereby, (irrespective i) subject to the provisions of ARTICLE XI relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest on, the Notes, or (ii) change the percentage of the kind and principal amount of Securities then owned by it) shall be informed thereof by the Notes the holders of which are required to consent to any such amendment or waiver. Any amendment or waiver consented to as provided in this SECTION 13.03 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company andwithout regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, if such covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder is entitled to the benefit of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsNote. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any Except as otherwise expressly provided herein, any term of this Agreement and, unless explicitly provided otherwise therein, may be amended and the observance of any term of the other Operative Documents maythis Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) with the written consent of the Company, be amendedCompany and the Investors, or compliance therewith may be waivedtheir transferees, holding at least a majority of the shares of Investor Stock and voting together as a single group (treated as if converted at the conversion rate then in writing onlyeffect and including, for such purposes, shares of Common Stock into which any shares of Investor Stock shall have been converted that are held by a stockholder); provided, however, that no such amendment or waiver shall reduce the Required Holders aforesaid percentage of each class Investor Stock and Common Stock issued upon conversion thereof, the holders of Securities entitled which are required to the benefits of such termconsent to any waiver or supplemental agreement, provided that (i) without the consent of the holders of all of such Investor Stock and Common Stock. Notwithstanding anything to the Notes at contrary in this Section 5.5, this Agreement may not be amended, modified or terminated and the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount observance of any premium payable term hereunder may not be waived with respect to any Investor without the written consent of the Notes such Investor unless such amendment, modification, termination or change the payment terms of any of the Notes, or, except as provided waiver applies to all Investors in the Notes (and same fashion. Notwithstanding anything to the Note Guarantees)contrary in this Section 5.5, subordinate Section 3.1(f)(ii) of this Agreement may not be amended without the obligation consent of Santen. Notwithstanding anything to the contrary in this Section 5.5, Investors purchasing Series C Preferred Stock of the Company (or any Subsidiary Guarantor) pursuant to pay any amount due on the Notes (or on Purchase Agreement may join as a party to this Agreement and Exhibit A hereto may be amended without the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment written consent of the NotesInvestors. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed Any amendment or waiver of any effected in accordance with this Section 5.5 shall be binding upon the Company, each Investor and each transferee of the provisions Company Stock. Upon the effectuation of this Agreement each such amendment or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by waiver, the Company and, if such holder is entitled shall promptly give written notice thereof to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect Investors who have not previously consented thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsin writing. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any Except as otherwise expressly provided herein, any term of this Agreement and, unless explicitly provided otherwise therein, may be amended and the observance of any term of the other Operative Documents maythis Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) with the written consent of the Company, be amendedCompany and the Investors, or compliance therewith may be waivedtheir transferees, holding at least a majority of the Preferred Shares, voting together as a single group (treated as if converted at the conversion rate then in writing onlyeffect and including, for such purposes, Common Stock into which any Preferred Shares shall have been converted that are held by the Required Holders of each class of Securities entitled an Investor); provided that any amendment, termination or waiver to the benefits terms of Section 3 (or a defined term used therein) that occurs after the closing of the IPO shall instead require the written consent of the Company and Investors holding Registrable Securities representing a majority of the voting power of all Registrable Securities then held by all Investors. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such termInvestor, provided that (i) unless such amendment, termination, or waiver applies to all Investors in the same fashion. Notwithstanding the foregoing provision, no such amendment or waiver shall reduce the aforesaid percentage of Preferred Shares and Common Stock issued upon conversion thereof, the holders of which are required to consent to any waiver or supplemental agreement, without the consent of the holders of all of such Preferred Shares and Common Stock. Any amendment or waiver effected in accordance with this Section 4.5 shall be binding upon the Notes at Company and each Investor and each transferee of the time outstanding, no Registrable Securities. Upon the effectuation of each such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Noteswaiver, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed promptly give written notice thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect Investors who have not previously consented thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsin writing. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. No failure or delay of the Holder in exercising any power or right hereunder (other than a failure to exercise Warrants in accordance with the provisions hereof) will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No notice or demand on the Company in any case will entitle the Company to any other or future notice or demand in similar or other circumstances. Subject to the last sentence of this SECTION 12, (a) Any term of if the Company so directs, the Company and the Warrant Agent will supplement or amend this Agreement and, unless explicitly provided otherwise therein, without the approval of any of Holders in order to cure any ambiguity or correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein and (b) the other Operative Documents mayCompany and the Warrant Agent may from time to time supplement or amend this Agreement, with the consent of Holders of at least 50% of the CompanyWarrants then outstanding, for any other purpose. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment which increases the Warrant Price, decreases the period of time remaining during which the Warrants may be amendedexercised, or compliance therewith may changes in a manner adverse to Holders the number of Warrant Shares purchasable upon the exercise of Warrants will be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) made without the consent of the holders of all of the Notes at the time outstandingHolders. Any such amendment, no such amendment modification or waiver shall (A) change effected pursuant to and in accordance with the amount provisions of this SECTION 12 will be binding upon all Holders and upon each future Holder, the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (Company and the Note Guarantees), subordinate Warrant Agent. In the obligation event of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver modification or accelerate payment of the Notes. Executed or true and correct copies of any amendmentwaiver, waiver or consent effected pursuant to this section 16 shall be delivered by the Company will give prompt notice thereof to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company all Holders and, if such holder is entitled to the benefit appropriate, notation thereof will be made on all Warrant Certificates thereafter surrendered for registration of any such provision proposed to be amended transfer or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsexchange. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) A. Any term provision of this Agreement and, unless explicitly provided otherwise therein, of any of or the other Operative Transaction Documents may, with the consent of the Company, be amendedamended or waived (either generally or in a particular instance and either retroactively or prospectively), by one or compliance therewith may be waived, in writing only, more substantially concurrent written instruments signed by the Required Holders Holders, provided that (1) no such amendment or waiver shall (a) change the rate or time of payment of interest on any of the Notes, change the number or the method of calculating the number of Class A Shares that may be purchased upon conversion of any Note or the Conversion Price in respect of such Class A Shares, or modify Section 16, without the consent of the holder of each class Note so affected, (b) modify any of Securities entitled the provisions of this Agreement with respect to the benefits payment or prepayment or purchase of Notes, or change the percentage of the principal amount of the Notes the holders of which are required with respect to any such termamendment or to effectuate any such waiver, provided that (i) or to accelerate any Note or Notes, without the consent of the holders of all of the Notes at the time then outstanding, or (c) be effective prior to the Closing Date without your consent, and (2) no such waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. B. Any amendment or waiver pursuant to Subsection A above shall (A) change the amount apply equally to all of the principal holders of or any rate of interest on or the amount Notes and shall be binding upon them, upon each future holder of any premium payable such Note and upon the Company, in each case whether or not a notation thereof shall have been placed on any Note. C. The Company will not solicit, request or negotiate for or with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such proposed waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any of the provisions of this Agreement or any of the other Operative Transaction Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) a Note affected thereby shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, and shall be afforded the opportunity of considering the same, same and shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto andthereto. Executed or true and correct copies of any amendment or waiver effected pursuant to the provisions of this Section shall be delivered by the Company to each holder of Notes forthwith following the date on which the same shall have become effective. Neither the Company nor any of its Affiliates will directly or indirectly pay or cause to be paid any remuneration, if such offer is accepted whether by way of supplemental or additional interest, fee or otherwise, to any holder of a Note as consideration for or as an inducement to the entering into by such holder, shall be offered and paid holder of any such amendment or waiver unless such remuneration and granted such security on is concurrently paid ratably to the same termsholders of all of the Notes then outstanding. (c) In D. For purposes of determining whether the requisite holders of Securities outstanding Notes of the requisite percentage of unpaid principal amount at any time have given taken any authorization, consent action authorized by this Section or waiver under otherwise by this section 16Agreement, any Securities Notes owned by the Company Company, any Subsidiary or any Affiliate of their respective Affiliates the Company shall be disregarded and deemed not to be outstanding.

Amendment and Waiver. (a) Any term This Trust Agreement, and any of this Agreement andthe agreements referred to in Section 2.2(a) hereof, unless explicitly provided otherwise therein, may be amended from time to time by the Trustees for any purpose prior to the issuance and sale to the Underwriters of the Securities and thereafter without the consent of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without to cure any ambiguity or to correct or supplement any provision contained herein or therein which may be defective or inconsistent with any other provision contained herein or therein; (ii) to change any provision hereof or thereof as may be required by applicable law or the consent Commission or any successor governmental agency exercising similar authority; or (iii) to make such other provisions in regard to matters or questions arising hereunder or thereunder as shall not materially adversely affect the interests of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall Holders (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided determined in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered good faith by the Company to each holder Trustees, who may rely on an opinion of Securities forthwith (but in any event not later than five days) following the effective date thereofcounsel). (b) The Company will not, directly This Trust Agreement may also be amended from time to time by the Trustees (or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver the performance of any of the provisions of this the Trust Agreement or any may be waived) with the consent by the required vote of the other Operative Documents unless each holder Holders in accordance with Section 8.1 hereof; provided that this Trust Agreement may not be amended, without the consent by vote of the Holders of all Securities then outstanding, (irrespective i) to increase the number of Securities issuable hereunder above the number of Securities specified in Section 2.2(c) hereof or such lesser number as may be outstanding at any time during the term of this Trust Agreement, (ii) to reduce the interest in the Trust represented by Securities without the consent of the kind and amount Holders of such Securities, (iii) if such amendment is prohibited by the Investment Company Act or other applicable law, (iv) without the consent by vote of the Holders of all Securities then owned by it) shall be informed thereof by the Company andoutstanding, if such holder is entitled to amendment would effect a change in the benefit of any such provision proposed to be amended voting requirements set forth in Section 8.1 hereof or waivedthis Section 8.4, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.or

Amendment and Waiver. (a) Any term No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Administrative Agent and the Majority Lenders (or by Administrative Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof, by all Lenders (and, unless explicitly provided otherwise therein, of any of the other Operative Documents may, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of amendments to this Agreement or the Notes other Loan Documents, by the Parent, or change any Credit Party or the payment terms of any of the Notes, or, except as provided in the Notes (and the Note GuaranteesGuarantors that are signatories thereto), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any and then such waiver or accelerate payment of consent shall be effective only in the Notesspecific instance and for the specific purpose for which given. Executed All references in this Agreement to “Lenders” shall refer to all Lenders, unless expressly stated to refer to Majority Lenders or true and correct copies of any Supermajority Lenders (or the like). MRC Energy Company Credit Agreement 146 (b) Notwithstanding anything to the contrary herein, (i) no amendment, waiver or consent effected pursuant to this section 16 shall be delivered by increase the Company to each holder stated amount of Securities forthwith (but in any event not later than five days) following the effective date thereof.Lxxxxx’s Commitment hereunder without such Lxxxxx’s consent; (bii) The Company will notno amendment, waiver or consent shall, unless in writing and signed by each Lender holding Indebtedness directly or indirectlyaffected thereby, request or negotiate fordo any of the following: (A) reduce the principal of, or offer or pay any remuneration or grant any security as an inducement forinterest on, any proposed amendment outstanding Advance or Letter of Credit Obligation or any Fees or other amounts payable hereunder; or (B) postpone any date fixed for any payment of principal of, or interest on, any outstanding Indebtedness (other than Lender Hedging Obligations and Lender Product Obligations) or any Fees or other amounts payable hereunder (except with respect to the payments required under Section 2.10); (iii) no amendment, waiver or consent shall, unless in writing and signed by all Lenders, do any of the following: (A) change any of the provisions of this Section 13.9 or the definitions of “Majority Lenders”, “Supermajority Lenders”, “Majority Revolving Lenders”, “Majority Term Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (B) increase the Borrowing Base or modify the definition of “Borrowing Base”; (C) except as expressly permitted hereunder or under the Collateral Documents, release all or substantially all of the Collateral (provided that neither Administrative Agent nor any Lender shall be prohibited thereby from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing), or release any material guaranty provided by any Person in favor of Administrative Agent and Lenders, provided however that Administrative Agent shall be entitled, without notice to or any further action or consent of Lenders, to release any Collateral which any Credit Party is permitted to sell, assign or otherwise transfer in compliance with this Agreement or the other Loan Documents or release any guaranty to the extent expressly permitted in this Agreement or any of the other Operative Loan Documents unless each holder (whether in connection with the sale, transfer or other disposition of the Securities applicable Guarantor or otherwise); MRC Energy Company Credit Agreement 147 (irrespective D) increase the maximum duration of Interest Periods permitted hereunder; (E) modify Sections 10.2 or 10.3; or (F) (x) subordinate, or have the effect of subordinating, the Indebtedness to any other Debt or (y) subordinate, or have the effect of subordinating, the Liens securing the Indebtedness to Liens securing any other Debt; (iv) any amendment, waiver or consent that will amend, modify or otherwise affect in any adverse manner, the interests, rights or obligations of the kind Revolving Credit Lenders hereunder if such waiver, amendment or modification affects the interests, rights or obligations of the Revolving Credit Lenders in a manner substantially different from and more adverse than the effect of such waiver, amendment or modification on the Term Lenders shall require the written consent of the Majority Revolving Lenders and the Majority Lenders; (v) any amendment, waiver or consent that will amend, modify or otherwise affect in any adverse manner, the interests, rights or obligations of the Term Lenders hereunder if such waiver, amendment or modification affects the interests, rights or obligations of the Term Lenders in a manner substantially different from and more adverse than the effect of such waiver, amendment or modification on the Revolving Credit Lenders shall require the written consent of the Majority Term Lenders and the Majority Lenders; (vi) any amendment, waiver or consent that will amend, modify or otherwise change the terms applicable to a Class of Term Loans shall require the written consent of the Lenders holding not less than 50% of the principal amount of Securities then owned by itsuch Term Loans in such Class; (vii) any amendment, waiver or consent that will amend, modify or otherwise change the terms of Article 3 or Section 5.2 shall be informed thereof by require the Company andwritten consent of the Majority Revolving Lenders; (viii) any amendment, if such holder is entitled to waiver or consent that will (A) amend any provision in Article 3 or (B) otherwise affect the benefit rights or duties of any such provision proposed to be amended Issuing Lender under this Agreement or waivedany of the other Loan Documents, shall be afforded require the opportunity written concurrence of considering such Issuing Lender; and (ix) any amendment, waiver, or consent that will affect the samerights or duties of Administrative Agent under this Agreement or any other Loan Document, shall be supplied by require the written concurrence of Administrative Agent. MRC Energy Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same terms.Credit Agreement 148 (c) In determining whether Notwithstanding anything to the requisite holders contrary herein, no Defaulting Lender shall have any right to approve or disapprove of Securities any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modifications may be effected without the consent of the Defaulting Lenders), except that the foregoing shall not permit, in each case without such Defaulting Lender’s consent, (i) an increase in such Defaulting Lender’s Commitment, (ii) the waiver, forgiveness or reduction of the principal amount of any Advance or Letter of Credit Obligations owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lenders’ portion of any of the Indebtedness or the extension of any commitment to extend credit of such Defaulting Lender, or (iv) any other modification which requires the consent of all Lenders or Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders (other than a modification which results in a reduction of such Defaulting Lender’s Applicable Commitment Percentage of any Commitments or repayment of any amounts owing to such Defaulting Lender on a non pro-rata basis). For the avoidance of doubt, a Defaulting Lender shall not have given the right to approve or disapprove any authorizationredetermination of the Borrowing Base. (d) Notwithstanding anything to the contrary herein, nothing in this Agreement shall be interpreted to require that any waiver, amendment, modification or consent to any Commodity Hedging Agreement, Interest Rate Agreement, Letter of Credit Document or waiver under any document executed or delivered in connection with any Lender Product require the consent of any Lender. (e) Notwithstanding anything to the contrary herein Administrative Agent may, with the consent of Borrower only, amend, modify or supplement this section 16, any Securities owned by the Company Agreement or any of their respective Affiliates shall be disregarded and deemed not the other Loan Documents to be outstandingcure any ambiguity, omission, mistake, defect or inconsistency. (f) Notwithstanding anything to the contrary herein, Term Loan Amendments may become effective in accordance with Section 2.13.

Amendment and Waiver. (a) Any term of this Agreement and, unless explicitly provided otherwise therein, No failure or delay on the part of any of the parties hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other Operative Documents mayor further exercise thereof or the exercise of any other right, with the consent power or remedy. The remedies provided for in this Agreement are cumulative and are not exclusive of the Company, be amended, or compliance therewith any remedies that may be waivedavailable to the parties hereto at law, in writing onlyequity or otherwise. (b) Any amendment, supplement or modification of or to any provision of this Agreement or the Securities, any waiver of any provision of this Agreement or the Securities and any consent to any departure by any party from the Required Holders terms of each class any provision of this Agreement or the Securities entitled to the benefits of such term, provided that shall be effective (i) without only if it is made or given in writing and signed by Holdings, the consent Borrower and (a) the Agent acting at the direction of the holders of all Required Holders, (b) the approval of the Notes at the time outstanding, no such amendment or waiver shall (A) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except Holders as provided in the Notes Mezzanine Transaction Documents and (ii) only in the specific instance and for the Note Guarantees)specific purpose for which made or given. Notwithstanding the foregoing, subordinate no amendment or waiver may, without the obligation written consent of the Company Holder of each Security at the time outstanding affected thereby, (A) reduce or extend the amount or time of any prepayment or payment of principal of, or reduce the rate or extend the time of payment or method of computation of interest or of the premium on, any Security, (B) change to an earlier date any redemption date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Security or any Subsidiary Guarantor) to pay any amount due on premium payable upon the Notes redemption thereof, (or on the Note Guarantees) to any other obligation, or (BC) change the percentage of the principal amount of the Securities the holders of Notes which are required to approve consent to any such amendment or waiver hereunder (D) amend, waive or modify Articles 12 or 16 hereof or (E) modify any provision of any Warrant or Liquidation Certificate in any manner adverse to the Holder thereof. Except where notice is specifically required by this Agreement, no notice to or demand on Holdings or the Borrower in any case shall entitle Holdings or the Borrower to any other or further notice or demand in similar or other circumstances. (c) Holdings and the Borrower will provide each Holder with sufficient information, reasonably far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, effectuate any such waiver or accelerate payment consent in respect of any of the Notesprovisions hereof. Executed Holdings and the Borrower will deliver executed or true and correct copies of any each amendment, waiver or consent effected pursuant to the provisions of this section 16 shall be delivered by the Company Section 14.04 to each holder of Securities forthwith (but in any event not later than five days) Holder promptly following the effective date thereofon which it is executed and delivered by, or receives the consent or approval of, the required number of Purchasers. (bd) The Company Neither Holdings nor the Borrower will not, directly or indirectlyindirectly pay or cause to be paid any remuneration, request whether by way of supplemental or negotiate foradditional interest, fee or offer or pay any remuneration otherwise, or grant any security security, to any Holder as consideration for or as an inducement for, to the entering into by any proposed Holder of any waiver or amendment or waiver of any of the terms and provisions of this Agreement or any of the other Operative Documents hereof unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder then outstanding even if such Holder did not consent to such waiver or amendment. (ce) In determining Any amendment or waiver consented to as provided in this Section 14.04 applies equally to all Holders and is binding upon them and upon each future Holder of any Security and upon Holdings, the Borrower and the Subsidiary Guarantors without regard to whether the requisite holders of such Securities have given any authorization, consent been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between Holdings, the Borrower and/or any Holder nor any delay in exercising any rights hereunder or under this section 16, any Securities owned by the Company or Security shall operate as a waiver of any rights of their respective Affiliates shall be disregarded and deemed not to be outstandingany Purchaser.

Amendment and Waiver. (a) Any term term, covenant, agreement or condition of this Agreement and, unless explicitly provided otherwise therein, of any or of the other Operative Documents Notes may, with the consent of the CompanyBorrower, be amended, or compliance therewith may be waived, waived (either generally or in writing onlya particular instance and either retroactively or prospectively), by one or more substantially concurrent written instruments signed by the Required Holders Majority Holders, except that (1) no such amendment or waiver shall (a) reduce the principal of, or the rate of each class interest on, any of Securities entitled the Notes, (b) change the time of payment of all or any portion of the principal of or interest payable with respect to any of the Notes, (c) modify any of the provisions of this Agreement or of the Notes with respect to the benefits payment or prepayment of the principal thereof or interest thereon, (d) reduce the percentage of Notes required with respect to any such termamendment or to effectuate any such waiver, provided that or (ie) modify any provision of this Section, without in each case the specific prior written consent of the holders of all of the Notes at the time outstanding, ; and (2) no such amendment or waiver shall (A) change the amount of the principal of extend to or affect any rate of interest on obligation not expressly waived or the amount of impair any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereofright consequent thereon. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed Any amendment or waiver pursuant to Subsection (a) of this Section 16.2 shall apply equally to all holders of the Notes at the time and shall be binding upon them, upon each future holder of any of Note, and upon the provisions of this Agreement Borrower, in each case whether or not a notation thereof shall have been placed on any of the other Operative Documents unless each holder of the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsNote. (c) In determining whether Notwithstanding any other provision contained in this Section 16.2 or elsewhere in this Agreement to the requisite contrary, Notes which at any time are held by the Borrower or by any Subsidiary or Affiliate of the Borrower shall not be deemed outstanding for purposes of any vote, consent, approval, waiver or other action required or permitted to be taken by the holders of Securities have given Notes, or by any authorizationof them, consent under the provisions of this Section 16.2 or Section 13 of this Agreement, and neither the Borrower nor any such Subsidiary or Affiliate shall be entitled to exercise any right as a holder of Notes with respect to any such vote, consent, approval or waiver under this section 16, or to take or participate in taking any Securities owned by the Company or such action at any of their respective Affiliates shall be disregarded and deemed not to be outstandingtime.

Amendment and Waiver. Any provision of this Agreement may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Requisite Preferred Holders; provided, that, (i) if (A) the Company proposes to sell New Securities in a sale with respect to which the provisions of Section 7 of the Agreement are to be amended or waived and (B) one or more Sponsors is/are offered a disproportionate right to participate in such sale relative to the other Sponsors (based on the number of shares of Common Stock held by each Sponsor assuming conversion of all Preferred Stock to Common Stock), then any waiver of the provisions of Section 7 of this Agreement shall also require the affirmative vote of (a) Any term if applicable, the Sponsors holding a majority of the Series C Preferred that are not offered the right to participate in such sale on such disproportionate basis, (b) if applicable, the Sponsors holding a majority of the Series D Preferred that are not offered the right to participate in such sale on such disproportionate basis and (c) if applicable, the Sponsors holding a majority of the Series D-1 Preferred that are not offered the right to participate in such sale on such disproportionate basis, (ii) if any other provision of this Agreement and, unless explicitly provided otherwise therein, is amended or waived in a manner that adversely affects the obligations or rights of a Sponsor in a manner disproportionately different in any of material respects than the other Operative Documents maySponsors, with the consent of the Company, be amended, or compliance therewith may be waived, in writing only, by the Required Holders of each class of Securities entitled to the benefits of such term, provided that (i) without the consent of the holders of all of the Notes at the time outstanding, no such amendment or waiver shall also require the consent of such Sponsor, and (Aiii) change the amount of the principal of or any rate of interest on or the amount of any premium payable with respect to any of the Notes or change the payment terms of any of the Notes, or, except as provided in the Notes (and the Note Guarantees), subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay any amount due on the Notes (or on the Note Guarantees) to any other obligation, or (B) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver or accelerate payment of the Notes. Executed or true and correct copies of any amendment, waiver or consent effected pursuant to this section 16 shall be delivered by the Company to each holder of Securities forthwith (but in any event not later than five days) following the effective date thereof. (b) The Company will not, directly or indirectly, request or negotiate for, or offer or pay any remuneration or grant any security as an inducement for, any proposed amendment or waiver of any Section 6.1(a) adversely affecting a Sponsor’s right to designate an Investor Director shall also require the consent of the provisions applicable Sponsor so long as such Sponsor continues to hold a number of Shares that would entitle such Sponsor to designate an Investor Director pursuant to Section 6.1(a). Any amendment or waiver effected in accordance with this Agreement paragraph shall be binding upon each Stockholder and the Company. In addition, the Company may waive performance of any obligation owing to it, as to some or any all of the other Operative Documents unless each holder of Stockholders, or agree to accept alternatives to such performance, without obtaining the Securities (irrespective of the kind and amount of Securities then owned by it) shall be informed thereof by the Company and, if such holder is entitled to the benefit consent of any such provision proposed to be amended or waived, shall be afforded the opportunity of considering the same, shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto and, if such offer is accepted by such holder, shall be offered and paid such remuneration and granted such security on the same termsStockholder. (c) In determining whether the requisite holders of Securities have given any authorization, consent or waiver under this section 16, any Securities owned by the Company or any of their respective Affiliates shall be disregarded and deemed not to be outstanding.