Common use of Amendment or Waiver; Acceleration by Required Lenders Clause in Contracts

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected thereby: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest); (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2) waiving the applicability of any post-default increase in interest rates or (3) waiver of any Default or Event of Default under Section 8.01(a) or (b), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of the waiver of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification); (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender, (A) release the Borrower from all or substantially all of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the guaranty obligations of the Guarantors under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (C) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is required, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, explicitly required; (iii) this Agreement may be amended with only the written consent of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicable; (iv) no change, waiver or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby (in addition to the Required Lenders). No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12) waive the provisions of Section 7.03 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.03, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Agreement, such Equity Interests (but not any proceeds thereof) shall be automatically released from the Collateral Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Party, including the filing of proofs of claim in any insolvency proceeding. (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 3.01 or 3.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower Borrower, the Administrative Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (bdefined terms used in financial covenants), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest);; or (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of the waiver of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification)Lender; (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender affected thereby, (A) release the Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted hereunder or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; (B) release all or substantially all of the value of the Borrower from its guaranty obligations of under Article X or release any Credit Party from the Guarantors Guaranty or Holdings from its guaranty obligations under the Guarantyapplicable Loan Documents, except, in each casethe case of a Subsidiary Guarantor, in connection with transactions a transaction permitted under this Agreement; (C) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required, or any other provision providing for pro rata sharing among Lenders; (E) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; or (F) amend, modify or waive any provision of Section 2.06(b), Section 2.13(b), Section 2.13(e), or any other provision providing for pro rata sharing among Lenders; and (iii) this Agreement may be amended with only the written consent of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendmentamendment, as applicable; (iv) no change, waiver or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Class), may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section if such Class in respect of payments pursuant to Section 8.03 or Collateral Lenders were the only Class of Lenders hereunder in a manner different than at such amendment affects other Classestime. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby (in addition to the Required Lenders). No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders)Agent. (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement or the Holdings Guaranty and Security Agreement, as applicable, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement or the Holdings Guaranty and Security Agreement, as applicable, and such Subsidiary shall be automatically released from the Guaranty or the Holdings Guaranty, as applicable; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (ed) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e11.12(d) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (e) Notwithstanding anything to the contrary contained in this Section 11.12, (x) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries of the Borrower in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. (f) If If, (x) in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) or (y) any Lender objects to the addition of a Foreign Subsidiary as a Subsidiary Guarantor pursuant to the proviso in the definition of “Subsidiary Guarantor” (an “Objecting Lender”), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourserecourse (in accordance with the restrictions contained in Section 11.04(c)), all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 3.02 and any amounts accrued and owing to such Lender under Section 3.01 3.01(a)(i), Section 3.01(c), Section 3.03 or 3Section 3.04), and (C) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender or Objecting Lender, as applicable, did not consent or objected to, as applicable. Each Lender agrees that, if it becomes a Non-Consenting Lender or an Objecting Lender and is being replaced in accordance with this Section 11.12(f), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender or Objecting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (g) Each of the parties hereto acknowledges and agrees that, if there are any Mortgaged Real Properties, any increase, extension or renewal of any of the Commitments or Loans (including the provision of any incremental credit facilities hereunder, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Revolving Loans or (iii) in connection with any Limited Condition Acquisition) shall be subject to (and conditioned upon): (1) the prior delivery of all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Mortgaged Real Properties as required by Flood Insurance Laws and as otherwise reasonably required by the Lenders and (2) the Administrative Agent shall have received written confirmation from the Lenders, flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably withheld, conditioned or delayed).

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower Borrower, the Administrative Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that the Borrower, the Administrative Agent and the Lenders consenting to the Borrower’s request for any extension of the Revolving Facility Termination Date in accordance with Section 2.17 may enter into any amendment necessary to implement the terms thereof in accordance with the terms of this Agreement without the consent of any other Lender, and provided, further that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (bdefined terms used in financial covenants), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the waiver applicability of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender affected thereby, (A) release the Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the Borrower from its guaranty obligations of the Guarantors under Article X or release any Credit Party from the Guaranty, except, in each casethe case of a Subsidiary Guarantor, in connection accordance with transactions a transaction permitted under this Agreement; (C) release all or substantially all any substantial portion of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iiiE) this Agreement may be amended with only reduce the written consent percentage specified in, or otherwise modify, the definition of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicableRequired Lenders; (ivF) no change, waiver consent to the assignment or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed transfer by the Borrower would be increasedof any of its rights and obligations under this Agreement; provided that the foregoing shall not limit the Permitted Discretion or (G) amend, modify or waive any provision of the Administrative Agent to addSection 2.06(b), remove, reduce or increase any Reserves (subject to the terms hereinSection 2.13(b) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes2.13(e). Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 2.04 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby thereby. (in addition to the Required Lenders). c) No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 2.03 may be amended without the consent of any the Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan DocumentLender. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If Notwithstanding anything to the contrary contained in this Section 11.12, (x) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries of the Borrower in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. (g) If, in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) ), then the Borrower may, at its sole expense and effort, upon notice to such Non-Consenting Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourserecourse (in accordance with the restrictions contained in Section 11.04(c)), all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 3.02 and any amounts accrued and owing to such Lender under Section 3.01 3.01(a)(i), Section 3.01(c), Section 3.03 or 3Section 3.04), and (C) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender and is being replaced in accordance with this Section 11.12(g), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 2.18, 2.19, 2.20 and 2.1911.06(g), neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Parent Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected thereby: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender in addition to the Required Lenders (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Initial Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender in addition to the Required Lenders (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest); (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or premium (or extend the time period during which such premium is payable) thereon or extend any scheduled amortization payments (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2) waiving the applicability of any post-default increase in interest rates or rates, (3) any financial covenant, (4) waiver of any Default or Event of Default under Section 8.01(a) or (b5) the waiver of any “most favored nation” pricing requirement contained in Section 2.18), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction Lender in principal or rate or addition to the extension, deferral or delay of payment or excuse of the payment of principal or interest)Required Lenders; (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of the waiver of any post-default increase in interest rates, (y) any financial covenant, or (z) waiver of any Default or Event of Default under Section 8.01(a)Default), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)in addition to the Required Lenders; (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)in addition to the Required Lenders; (F) modifications amend, waive or otherwise modify the portion of the definition of “Interest Period” that provides for one, two, three or six month intervals to Section 2.16(b)(i)automatically allow intervals in excess of six months, without the written consent of such each Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);affected thereby in addition to the Required Lenders; or (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender, (A) release the Parent Borrower from all or substantially all of its obligations hereunder, hereunder except in connection with transactions permitted under this Agreement; (B) release the Parent Borrower’s guaranty obligations under the Guaranty or all or substantially all (or substantially all of the value of the the) guaranty obligations of the Guarantors other Credit Parties under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (C) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend amend, modify or modify waive any provisions provision of this Section 2.16(b) 11.12 or Section 8.03 hereof or Section 4.02 any other provision of any of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without Loan Documents pursuant to which the consent or approval of each Lender directly and adversely affected thereby;all Lenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision explicitly required; and (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is required, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, explicitly required;each Lender directly affected thereby. (iii) this Agreement may be amended with only the written consent of the Borrower Administrative Agent, the Parent Borrower, the LC Issuer (if applicable), the Swing Line Lender (if applicable) and the Administrative Agent Lenders providing the relevant Replacement Term Loans (as defined below) or Replacement Revolving Credit Commitments (as defined below) to effect permit the provisions refinancing of Section 2.18 or Section 2.19 upon the effectiveness all outstanding Term Loans of any Incremental Class (“Replaced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”) or all outstanding Revolving Commitments of any Class (“Replaced Revolving Credit Assumption Agreement or Extension AmendmentCommitments”) with a replacement revolving credit commitment tranche hereunder (“Replacement Revolving Credit Commitments”), as applicable; (iv) no change, waiver or other modification shall without the written consent of the Super Majority Lenders but only if (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion aggregate principal amount of the Administrative Agent to add, remove, reduce Replacement Term Loans or increase any Reserves Replacement Revolving Credit Commitments (subject to as applicable) does not exceed the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby (in addition to the Required Lenders). No provision of Article IX may be amended without the consent aggregate principal amount of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender adversely affected thereby Replaced Term Loans or Replaced Revolving Credit Commitments (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required except by this Section 11.12) waive the provisions of Section 7.03 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.03, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Agreement, such Equity Interests (but not any proceeds thereof) shall be automatically released from the Collateral Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Party, including the filing of proofs of claim in any insolvency proceeding. (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, unpaid accrued interest thereon, accrued and premium thereon plus other reasonable and customary amounts paid and fees and expenses reasonably incurred in connection with such replacement plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder, (B) the weighted average life to maturity of such Replacement Term Loans is no shorter than the weighted average life to maturity of such Replaced Term Loans at the time of the refinancing and (C) all other amounts payable terms applicable to it hereundersuch Replacement Term Loans or Replacement Revolving Credit Commitments are substantially identical to, from or less favorable to the assignee (Lenders providing such Replacement Term Loans or Replacement Revolving Credit Commitments than, those applicable to such Replaced Term Loans or Replaced Revolving Credit Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date of such outstanding principal and accrued interest and fees) the Term Loans or the Borrower (Revolving Commitments in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing effect immediately prior to such refinancing. No existing Lender under Section 3.01 will have any obligation to commit to any such Replacement Term Loans or 3.Replacement Revolving Credit Commitments;

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.16, 2.17, 2.18 and 2.1910.06(h), neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Parent Borrower and the Required Lenders (other than with respect to any amendments, modifications, waivers and/or consents contemplated in clause (iv) below, which shall only require the consent of the Required Revolving Lenders) or by the Administrative Agent acting at the written direction of the Required Lenders (or the Required Revolving Lenders, as applicable) and notice thereof is provided to the Administrative Agent; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Initial Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest); (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.152.13), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or fee or premium thereon or extend any scheduled amortization payments (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.152.13, (2) waiving the applicability of any post-default increase in interest rates or rates, (3) any financial covenant, (4) waiver of any Default or Event of Default under Section 8.01(a) or (b5) the waiver of any “most favored nation” pricing requirement contained in Section 2.16), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) the waiver of any post-default increase in interest rates, (y) any financial covenant, or (z) waiver of any Default or Event of Default under Section 8.01(a)Default), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)Lender; (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (F) modifications amend, waive or otherwise modify the portion of the definition of “Interest Period” that provides for one, two, three or six month intervals to Section 2.16(b)(i)automatically allow intervals in excess of six months, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender,: (A) amend, modify, terminate or waive any provisions of Section 2.07, 2.14, 8.03 or 10.04 or any other provisions relating to pro rata sharing and pro rata payment (except, in each case, as provided herein in connection with (w) any buy back of Term Loans by the Parent Borrower pursuant to Section 2.13(a)(iv) or Section 10.06(h), (x) any Incremental Amendment, (y) any Refinancing Amendment or (z) any Extension Amendment); (B) release the Parent Borrower or any other Borrower from all or substantially all of its obligations hereunder, hereunder except in connection with transactions permitted under this Agreement; (BC) release all or substantially all (or substantially all of the value of the the) guaranty obligations of the Guarantors other Credit Parties under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (CD) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (DE) amend amend, modify or modify waive any provisions provision of this Section 2.16(b) 10.12 or Section 8.03 hereof or Section 4.02 any other provision of any of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without Loan Documents pursuant to which the consent or approval of each Lender directly and adversely affected thereby;all Lenders is required; or (EF) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is required, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, explicitly required;and (iii) this Agreement may be amended with only the written consent of the Parent Borrower, the Parent Borrower and the Administrative Agent to effect the provisions of Section 2.18 2.16, Section 2.17 or Section 2.19 2.18 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement Amendment, Extension Amendment or Extension Refinancing Amendment, as applicable;; and (iv) no changethe amendments, waiver or other modification modifications, waivers and/or consents described in this clause (iv) shall without require the written consent only of the Super Majority Required Revolving Lenders (other than clause (D)(ii)): (A) increase the advance rates set forth in amend or otherwise modify the definition of “Borrowing Base,” Required Revolving Lenders”; (B) make amend or otherwise modify Section 7.06 (or for the purposes of determining compliance with Section 7.06, any defined term used therein); (C) amend or otherwise modify or waive any condition precedent to any Credit Event under the Revolving Facility; (D) amend or otherwise waive or consent to (i) any Default or Event of Default resulting from a breach of Section 7.06 or (ii) any other change in such definitions Default or Event of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, Default if as a result thereof, thereof the amounts available conditions precedent to be borrowed by any Credit Event under the Borrower Revolving Facility would be increasedsatisfied; provided that in respect of this clause (ii), the foregoing shall not limit the Permitted Discretion consent of the Administrative Agent to add, remove, reduce or increase any Reserves (subject Required Lenders shall be required in addition to the terms hereinRequired Revolving Lenders for any such amendment, waiver or consent; or (E) alter the rights or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid remedies of the Required Revolving Lenders arising pursuant to any Article VIII as a result of clauses (a) through (d) a breach of Section 8.03; and7.06; (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment amendment, modification, waiver and/or consent (A) that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other ClassesClasses or (B) that amends or otherwise modifies or waives any condition precedent to any Credit Event with respect to such Class of Commitments); provided that with respect to Revolving Commitments and Revolving Loans, if there are two or more Lenders of such Class of Commitments or Loans, then such consent shall require at least two unaffiliated Lenders; and (vi) this Agreement may be amended with only the written consent of the Parent Borrower and the Administrative Agent as provided in Section 2.19(b). Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 10.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of the Required Revolving Lenders and any LC Issuer directly and adversely affected thereby (in addition to the Required Lenders)thereby. No provision of Article IX may be amended without the consent of the Administrative Agent and no Agent. No provision of Section 2.04 may be amended without the consent of the Required Revolving Lenders and any Swing Line Lender directly and adversely affected thereby (in addition to the Required Lenders)affected. (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.1210.12) waive the provisions of Section 7.03 7.01 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.01, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; , (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code UCC sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e10.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 10.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each each, a “Non-Consenting Lender”) ), then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (x) require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Parent Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.0610.06(h) and Section 2.13(a)(iv) (other than any requirement that such purchase be made at a discount to par)) that shall assume such obligations; provided that obligations or (y) so long as no Event of Default shall have occurred and be continuing and, with the express written consent of the Required Lenders, terminate the applicable Commitment of such Lender shall have received payment of an or LC Issuer, as the case may be, in its entirety, in accordance with Section 2.12(c) (other than any minimum amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees requirement) and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees1) or the Borrower (in the case of a Lender (other than an LC Issuer), repay all other amounts, including any breakage compensation under Section 3.04 applicable Obligations of the Borrowers owing (and any amounts the amount of all accrued interest and owing fees in respect thereof) to such Lender under Section 3.01 or 3.relating to the Loans and participations held by such Lender as of

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower Borrower, the Administrative Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (bdefined terms used in financial covenants), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the waiver applicability of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender affected thereby, (A) release the Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted hereunder or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; (B) release the Borrower from its guaranty obligations under Article X or release any Credit Party from the Guaranty, except, in the case of a Guarantor, (x) in accordance with a transaction permitted under this Agreement or (y) to the extent that the release of such Guarantor would not result in the release of Guarantors having a value, in the aggregate, that constitutes all or substantially all of the value value, in the aggregate, of the guaranty obligations of the Guarantors under the Guaranty, except, in each case, in connection with transactions permitted under this AgreementGuarantors; (C) release all or substantially all of the CollateralCollateral or all or substantially all of the value of the Guarantors, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iiiE) this Agreement may be amended with only reduce the written consent of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 percentage specified in, or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendmentotherwise modify, as applicable; (iv) no change, waiver or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” Required Lenders; or (BF) make amend, modify or waive any other change in such definitions provision of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” ifSection 2.07(b), as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms hereinSection 2.14(b) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes2.14(e). Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby thereby. (in addition to the Required Lenders). c) No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any the Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan DocumentLender. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty Guarantor or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty as a Guarantor; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If Notwithstanding anything to the contrary contained in this Section 11.12, (x) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries of the Borrower in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. (g) If, in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) ), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourserecourse (in accordance with the restrictions contained in Section 11.04(c)), all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 3.02 and any amounts accrued and owing to such Lender under Section 3.01 3.01(a)(i), Section 3.01(c), Section 3.03 or 3Section 3.04), and (C) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender and is being replaced in accordance with this Section 11.12(f), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (h) Notwithstanding anything to the contrary contained in this Section 11.12, no Crossover Lender shall have any right in its capacity as a Lender to (i) consent to any amendment, modification, waiver, consent or other such action (each, a “Consent”) with respect to any of the terms of this Agreement or any other Loan Document, except for any Consent of the manner set forth in Section 11.12(a)(i)(A)(1) and Section 11.12(a)(i)(C) above, (ii) require the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to this Agreement or any other Loan Document, (iii) otherwise vote on any matter related to this Agreement or any other Loan Document except as specifically provided in this Section 11.12(h), (iv) attend any “Lender only” meeting with the Administrative Agent or any Lender or receive any “Lender only” information from the Administrative Agent or any Lender, and (v) make or bring any claim, in its capacity as a Lender, against the Administrative Agent or any Lender with respect to the duties and obligations of such Persons under the Loan Documents (other than claims directly arising from the failure of the Administrative Agent or any Lender to make payments to such Crossover Lender required to be made by such Person pursuant to the terms hereof). Upon the occurrence of and during the pendency of any Insolvency Event of which any Credit Party is the subject, each Crossover Lender (A) shall, solely in its capacity as a Lender, not exercise any voting or consent rights of such Person under the Bankruptcy Code or other insolvency law with respect to any matter requiring the vote or consent of the Lenders and arising during the pendency of any such bankruptcy case or other insolvency proceeding (including, without limitation, any right to vote to accept or reject any plan of reorganization or other restructuring plan filed in any such bankruptcy case or other insolvency proceeding, and any right to consent to any sale of Collateral pursuant to section 363 of the Bankruptcy Code), and shall be deemed to have granted (and hereby grants) the Administrative Agent an irrevocable power of attorney entitling the Administrative Agent to exercise any such voting or consent rights of such Person under the Bankruptcy Code or other insolvency law in the manner directed by the Administrative Agent (it being understood that the Administrative Agent shall exercise such power of attorney at the direction of the Required Lenders to the extent the Required Lenders so direct the Administrative Agent in writing), and such power of attorney shall be coupled with an interest; provided, however that Crossover Lenders shall retain the right to exercise any such voting or consent rights if and to the extent the matter subject to such voting or consent rights would disproportionately and adversely affect the rights of such Crossover Lender in relations to the rights of all other Lenders, and (B) shall execute and deliver such instruments and documents, and shall take such action, as may be reasonably requested by the Administrative Agent from time to time, to memorialize or effectuate such power of attorney or the exercise of such Person’s voting or consent rights accordance with clause (A) of this sentence. (i) No Lender consent shall be required to effect an Incremental Amendment except as expressly provided in Section 2.17. In connection therewith, the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments, as applicable, may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this clause shall supersede any provisions of this Agreement to the contrary.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.16, 2.17, 2.18 and 2.1910.06(h), neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Parent Borrower and the Required Lenders (other than with respect to any amendments, modifications, waivers and/or consents contemplated in clause (iv) below, which shall only require the consent of the Required Revolving Lenders) or by the Administrative Agent acting at the written direction of the Required Lenders (or the Required Revolving Lenders, as applicable) and notice thereof is provided to the Administrative Agent; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender Lxxxxx (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Initial Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender Lxxxxx (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest); (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.152.13), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or fee or premium thereon or extend any scheduled amortization payments (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.152.13, (2) waiving the applicability of any post-default increase in interest rates or rates, (3) any financial covenant, (4) waiver of any Default or Event of Default under Section 8.01(a) or (b5) the waiver of any “most favored nation” pricing requirement contained in Section 2.16), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) the waiver of any post-default increase in interest rates, (y) any financial covenant, or (z) waiver of any Default or Event of Default under Section 8.01(a)Default), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)Lender; (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (F) modifications amend, waive or otherwise modify the portion of the definition of “Interest Period” that provides for one, two, three or six month intervals to Section 2.16(b)(i)automatically allow intervals in excess of six months, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender,: (A) amend, modify, terminate or waive any provisions of Section 2.07, 2.14, 8.03 or 10.04 or any other provisions relating to pro rata sharing and pro rata payment (except, in each case, as provided herein in connection with (w) any buy back of Term Loans by the Parent Borrower pursuant to Section 2.13(a)(iv) or Section 10.06(h), (x) any Incremental Amendment, (y) any Refinancing Amendment or (z) any Extension Amendment); (B) release the Parent Borrower or any other Borrower from all or substantially all of its obligations hereunder, hereunder except in connection with transactions permitted under this Agreement; (BC) release all or substantially all (or substantially all of the value of the the) guaranty obligations of the Guarantors other Credit Parties under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (CD) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (DE) amend amend, modify or modify waive any provisions provision of this Section 2.16(b) 10.12 or Section 8.03 hereof or Section 4.02 any other provision of any of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without Loan Documents pursuant to which the consent or approval of each Lender directly and adversely affected thereby;all Lenders is required; or (EF) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; orandor (FG) amend, modify or waive any provision (i) contractually subordinate the Obligations in right of this Section 11.12 or payment to any other provision of any Indebtedness of the Loan Documents pursuant Borrowers and/or Guarantors or (ii) contractually subordinate the Liens securing the Obligations on all or substantially all of the Collateral to which Liens on all or substantially all of the consent Collateral securing other Indebtedness, it being understood that these clauses (i) and (ii) shall not (A) override the permission for (x) Liens expressly permitted by Section 7.02 as in effect on the Closing Date or approval (y) Indebtedness expressly permitted by Section 7.03 as in effect on the Closing Date, (B) restrict an amendment to increase the maximum permitted amount of all Lenders is required, Liens incurred under any basket set forth in Section 7.02 or a number Indebtedness incurred under any basket set forth in Section 7.03 or specified percentage (C) apply to the incurrence of debtor-in-possession financing (or other required grouping of Lenders or Lenders having Commitments, is similar financing arrangements in insolvency proceedings in non-U.S. jurisdictions) approved by the terms of such provision, explicitly required;applicable bankruptcy court; and (iii) this Agreement may be amended with only the written consent of the Parent Borrower, the Parent Borrower and the Administrative Agent to effect the provisions of Section 2.18 2.16, Section 2.17 or Section 2.19 2.18 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement Amendment, Extension Amendment or Extension Refinancing Amendment, as applicable;; and (iv) no changethe amendments, waiver or other modification modifications, waivers and/or consents described in this clause (iv) shall without require the written consent only of the Super Majority Required Revolving Lenders (other than clause (D)(ii)): (A) increase the advance rates set forth in amend or otherwise modify the definition of “Borrowing Base,” Required Revolving Lenders”; (B) make amend or otherwise modify Section 7.06 (or for the purposes of determining compliance with Section 7.06, any defined term used therein); (C) amend or otherwise modify or waive any condition precedent to any Credit Event under the Revolving Facility; (D) amend or otherwise waive or consent to (i) any Default or Event of Default resulting from a breach of Section 7.06 or (ii) any other change in such definitions Default or Event of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, Default if as a result thereof, thereof the amounts available conditions precedent to be borrowed by any Credit Event under the Borrower Revolving Facility would be increasedsatisfied; provided that in respect of this clause (ii), the foregoing shall not limit the Permitted Discretion consent of the Administrative Agent to add, remove, reduce or increase any Reserves (subject Required Lenders shall be required in addition to the terms hereinRequired Revolving Lenders for any such amendment, waiver or consent; or (E) alter the rights or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid remedies of the Required Revolving Lenders arising pursuant to any Article VIII as a result of clauses (a) through (d) a breach of Section 8.03; and7.06; (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment amendment, modification, waiver and/or consent (A) that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other ClassesClasses or (B) that amends or otherwise modifies or waives any condition precedent to any Credit Event with respect to such Class of Commitments); provided that with respect to Revolving Commitments and Revolving Loans, if there are two or more Lenders of such Class of Commitments or Loans, then such consent shall require at least two unaffiliated Lenders; and (vi) this Agreement may be amended with only the written consent of the Parent Borrower and the Administrative Agent as provided in Section 2.19(b). Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 10.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of the Required Revolving Lenders and any LC Issuer directly and adversely affected thereby (in addition to the Required Lenders)thereby. No provision of Article IX may be amended without the consent of the Administrative Agent and no Agent. No provision of Section 2.04 may be amended without the consent of the Required Revolving Lenders and any Swing Line Lender directly and adversely affected thereby (in addition to the Required Lenders)affected. (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.1210.12) waive the provisions of Section 7.03 7.01 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.01, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; , (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code UCC sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e10.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 10.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each each, a “Non-Consenting Lender”) ), then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (x) require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Parent Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.0610.06(h) and Section 2.13(a)(iv) (other than any requirement that such purchase be made at a discount to par)) that shall assume such obligationsobligations or (y) so long as no Event of Default shall have occurred and be continuing and, with the express written consent of the Required Lenders, terminate the applicable Commitment of such Lender or LC Issuer, as the case may be, in its entirety, in accordance with Section 2.12(c) (other than any minimum amount requirement) and (1) in the case of a Lender (other than an LC Issuer), repay all applicable Obligations of the Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such replacement or termination date and (2) in the case of an LC Issuer, repay all obligations of the BorrowerBorrowers owing to such LC Issuer relating to the Loans and participations held by such LC Issuer as of such replacement or termination date and cancel or backstop on terms reasonably satisfactory to such LC Issuer any Letters of Credit issued by it; provided that (i) in the case of any such termination of Commitments with respect to a Non-Consenting Lender such termination shall be sufficient (together with all other consenting Lenders including any replacement Lender) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents and (ii) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Parent Borrower (in the case of all other amounts, including any amounts due under Section 3.03(b)(v), any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 2.11(h), Section 3.01 or 3.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower Credit Parties, the Administrative Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) (1) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender or (it being understood that a waiver 2) increase the Total Credit Facility Amount without the consent of any condition precedent set forth in Section 4.02 or all the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender)Lenders; (B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (bdefined terms used in financial covenants), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the waiver applicability of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender affected thereby, (A) release the any Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the any Credit Party from its guaranty obligations of the Guarantors under the GuarantyArticle X, except, in each casethe case of a Subsidiary Guarantor, in connection accordance with transactions a transaction permitted under this Agreement; (C) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iiiE) this Agreement may be amended with only reduce the written consent percentage specified in, or otherwise modify, the definition of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicableRequired Lenders; (ivF) no change, waiver consent to the assignment or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed transfer by the Borrower would be increasedBorrowers of any of its rights and obligations under this Agreement; provided that the foregoing shall not limit the Permitted Discretion or (G) amend, modify or waive any provision of the Administrative Agent to addSection 2.07(b), remove, reduce or increase any Reserves (subject to the terms hereinSection 2.14(b) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes2.14(e). Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby thereby. (in addition to the Required Lenders). c) No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If Notwithstanding anything to the contrary contained in this Section 11.12, (x) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries of any Borrower in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrowers without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and the Borrowers shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. (g) If, in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) ), then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourserecourse (in accordance with the restrictions contained in Section 11.04(c)), all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that (A) the Borrowers shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts, including any breakage compensation under Section 3.04 3.02 and any amounts accrued and owing to such Lender under Section 3.01 3.01(a)(i), Section 3.01(c), Section 3.03 or 3Section 3.04), and (C) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender and is being replaced in accordance with this Section 11.12(f), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including including, without limitation, as provided in (x) Section 2.11(g) with respect to the implementation of a Benchmark Replacement Rate or Benchmark Conforming Changes (as set forth therein) and (y) Sections 2.18 and 2.19, neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected thereby: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest); (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2) waiving the applicability of any post-default increase in interest rates or (3) waiver of any Default or Event of Default under Section 8.01(a) or (b), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of the waiver of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification); (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender, (A) release the Borrower from all or substantially all of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the guaranty obligations of the Guarantors under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (C) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is required, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, explicitly required; (iii) this Agreement may be amended with only the written consent of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicable; (iv) no change, waiver or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby (in addition to the Required Lenders). No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12) waive the provisions of Section 7.03 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.03, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Agreement, such Equity Interests (but not any proceeds thereof) shall be automatically released from the Collateral Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Party, including the filing of proofs of claim in any insolvency proceeding. (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 3.01 or 3.the

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by each Credit Party that is a party thereto, the Borrower Administrative Agent and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) (1) increase the amount of any Revolving Commitment of any Lender hereunder, without the written consent of such Lender or (it being understood that a waiver 2) increase the Total Revolving Commitment (except in accordance with Section 2.14) without the consent of any condition precedent set forth in Section 4.02 or all the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender)Lenders; (B) extend or postpone the Revolving Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Revolving Commitment of any LenderLender (except in each case, in accordance with Section 2.15), without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (bdefined terms used in financial covenants), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest);; or (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of the waiver of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender Lender; (it being understood that a waiver E) amend or waive any provision of any Default or Event Buy-Sell Agreement without the consent of Default shall not constitute such a reduction, extension or excuse)each Lender; (F) modifications to amend or otherwise modify Section 2.16(b)(i7.04(f), or waive any requirement in such Section, such that the Recourse Indebtedness that is Secured Indebtedness described therein could at any time exceed $25,000,000 without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);the Required Lenders, which must include the Administrative Agent and the Documentation Agent; and (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender affected thereby, (A) release the Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the Borrower from its guaranty obligations of the Guarantors under Article X or release any Credit Party from the Guaranty, except, in each casethe case of a Subsidiary Guarantor, in connection accordance with transactions a transaction permitted under this Agreement; (C) release all or substantially all any substantial portion of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Revolving Commitments, is by the terms of such provision, provision explicitly required; (iiiE) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; (F) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement Agreement; or (G) amend, modify or waive any provision of Section 2.05(b), Section 2.12(b) or Section 2.12(e). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or 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 amended effected with only the written consent of the Borrower and applicable Lenders other than Defaulting Lenders), except that (x) the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness Revolving Commitment of any Incremental Revolving Credit Assumption Agreement Defaulting Lender may not be increased, reinstated or Extension Amendment, as applicable; (iv) no change, waiver or other modification shall extended without the written consent of the Super Majority Lenders such Defaulting Lender and (Ay) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” ifwaiver, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce amendment or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) modification requiring the consent of all Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment each affected Lender that by its terms affects any Defaulting Lender more adversely affects than other affected Lenders shall require the rights written consent of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other ClassesDefaulting Lender. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. Any Event of Default occurring under this Agreement or any other Loan Document shall continue to exist until such time as such Event of Default is waived in accordance with the terms of this Agreement. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby (in addition to the Required Lenders). No provision of Article IX may be amended without the consent of the Administrative Agent Agent, and no provision of Section 2.04 2.03 may be amended without the consent of any the Swing Line Lender adversely affected thereby (in addition to the Required Lenders)Lender. (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (ed) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to (i) accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Revolving Commitments of one or more Lenders without terminating the Revolving Commitments of all LendersLenders or (ii) enforce the remedies under any Buy-Sell Agreement. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e11.12(d) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (e) Notwithstanding anything to the contrary contained in this Section 11.12, (x) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries of the Borrower in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. (f) If If, in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) ), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourserecourse (in accordance with the restrictions contained in Section 11.06(c), all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 3.02 and any amounts accrued and owing to such Lender under Section 3.01 3.01(a)(i), Section 3.01(c), or 3Section 3.03), and (C) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender and is being replaced in accordance with this Section 11.12(e), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Revolving Facility Notes previously delivered to such Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 Section 1.03, Section 2.18, Section 2.19, Section 2.20 and 2.19Section 11.06(g), neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Parent Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected thereby: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender in addition to the Required Lenders (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Initial Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender in addition to the Required Lenders (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest); (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or premium (or extend the time period during which such premium is payable) thereon or extend any scheduled amortization payments (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2) waiving the applicability of any post-default increase in interest rates or rates, (3) any financial covenant, (4) waiver of any Default or Event of Default under Section 8.01(a) or (b5) the waiver of any “most favored nation” pricing requirement contained in Section 2.18), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction Lender in principal or rate or addition to the extension, deferral or delay of payment or excuse of the payment of principal or interest)Required Lenders; (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of the waiver of any post-default increase in interest rates, (y) any financial covenant, or (z) waiver of any Default or Event of Default under Section 8.01(a)Default), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)in addition to the Required Lenders; (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)in addition to the Required Lenders; (F) modifications amend, waive or otherwise modify the portion of the definition of “Interest Period” that provides for one, two, three or six month intervals to Section 2.16(b)(i)automatically allow intervals in excess of six months, without the written consent of such each Lender affected thereby in addition to the Required Lenders; (it being understood that a waiver G) change the currency in which any Loan or Commitment of any Default or Event of Default shall not constitute such a modification);Lender is denominated; or (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender, (A) release the Parent Borrower from all or substantially all of its obligations hereunder, hereunder except in connection with transactions permitted under this Agreement; (B) release the Parent Borrower’s guaranty obligations under the Guaranty or all or substantially all (or substantially all of the value of the the) guaranty obligations of the Guarantors other Credit Parties under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (C) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend amend, modify or modify waive any provisions provision of this Section 2.16(b) 11.12 or Section 8.03 hereof or Section 4.02 any other provision of any of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without Loan Documents pursuant to which the consent or approval of each Lender directly and adversely affected thereby;all Lenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision explicitly required; and (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is required, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, explicitly required;each Lender directly affected thereby. (iii) this Agreement may be amended with only the written consent of the Borrower Administrative Agent, the Parent Borrower, the LC Issuer (if applicable), the Swing Line Lender (if applicable) and the Administrative Agent Lenders providing the relevant Replacement Term Loans (as defined below) or Replacement Revolving Credit Commitments (as defined below) to effect permit the provisions refinancing of Section 2.18 or Section 2.19 upon the effectiveness all outstanding Term Loans of any Incremental Class (“Replaced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”) or all outstanding Revolving Commitments of any Class (“Replaced Revolving Credit Assumption Agreement or Extension AmendmentCommitments”) with a replacement revolving credit commitment tranche hereunder (“Replacement Revolving Credit Commitments”), as applicable; (iv) no change, waiver or other modification shall without the written consent of the Super Majority Lenders but only if (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion aggregate principal amount of the Administrative Agent to add, remove, reduce Replacement Term Loans or increase any Reserves Replacement Revolving Credit Commitments (subject to as applicable) does not exceed the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby (in addition to the Required Lenders). No provision of Article IX may be amended without the consent aggregate principal amount of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender adversely affected thereby Replaced Term Loans or Replaced Revolving Credit Commitments (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required except by this Section 11.12) waive the provisions of Section 7.03 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.03, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Agreement, such Equity Interests (but not any proceeds thereof) shall be automatically released from the Collateral Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Party, including the filing of proofs of claim in any insolvency proceeding. (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, unpaid accrued interest thereon, accrued and premium thereon plus other reasonable and customary amounts paid and fees and expenses reasonably incurred in connection with such replacement plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder, (B) the Weighted Average Life to Maturity of such Replacement Term Loans is no shorter than the Weighted Average Life to Maturity of such Replaced Term Loans at the time of the refinancing and (C) all other amounts payable terms applicable to it hereundersuch Replacement Term Loans or Replacement Revolving Credit Commitments are substantially identical to, from or less favorable to the assignee (Lenders providing such Replacement Term Loans or Replacement Revolving Credit Commitments than, those applicable to such Replaced Term Loans or Replaced Revolving Credit Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date of such outstanding principal and accrued interest and fees) the Term Loans or the Borrower (Revolving Commitments in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing effect immediately prior to such refinancing. No existing Lender under Section 3.01 will have any obligation to commit to any such Replacement Term Loans or 3.Replacement Revolving Credit Commitments;

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (bdefined terms used in financial covenants), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the waiver applicability of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)Lender; (F) modifications amend or waive any of the conditions to funding set forth in Section 2.16(b)(i), 4.02 without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);the Required Revolving Lenders; and (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender affected thereby, (A) release the Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release the Borrower from its guaranty obligations under Article X or release any Credit Party from any Guaranty Agreement, except, in the case of a Subsidiary Guarantor, (x) in accordance with a transaction permitted under this Agreement or (y) to the extent that the release of such Subsidiary Guarantor would not result in the release of Subsidiary Guarantors having a value, in the aggregate, that constitutes all or substantially all of the value value, in the aggregate, of the guaranty obligations of the Guarantors under the Guaranty, except, in each case, in connection with transactions permitted under this AgreementSubsidiary Guarantors; (C) release all or substantially all any substantial portion of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iiiE) this Agreement may be amended with only reduce the written consent percentage specified in, or otherwise modify, the definition of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 Required Lenders or Section 2.19 upon the effectiveness of any Incremental Required Revolving Credit Assumption Agreement or Extension Amendment, as applicableLenders; (ivF) no consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; or (G) amend, modify or waive any provision of Section 2.07(b), Section 2.14(b), Section 2.14(e) or Section 11.04 in a manner that would alter the pro rata sharing of payments required thereby. (iii) any amendment, change, waiver or other modification shall without to the written consent Fee Letter shall, in each case, be effective if in writing and signed by each of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classesparties thereto. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby thereby. (in addition to the Required Lenders). c) No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty Guarantor or whose stock is pledged pursuant to the Collateral Agreementany Security Document, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Agreement applicable Security Documents and such Subsidiary shall be automatically released from the applicable Guaranty Agreement; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If Notwithstanding anything to the contrary contained in this Section 11.11, (x) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries of the Borrower in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents, (y) if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof, and (z) the Required Revolving Lenders or the Administrative Agent or by the Administrative Agent acting at the written direction of the Required Revolving Lenders, on the one hand, and the Borrower, on the other hand, may amend, supplement or otherwise modify or waive any of the terms and provisions (and related definitions) of Section 7.07. (g) Notwithstanding the provisions of Section 11.12(a), this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Credit Parties (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof, and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (h) If, in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 11.11 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) ), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourserecourse (in accordance with the restrictions contained in Section 11.04(c)), all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that (A) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 3.02 and any amounts accrued and owing to such Lender under Section 3.01 3.01(a)(i), Section 3.01(c), Section 3.03 or 3Section 3.04), and (B) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender and is being replaced in accordance with this Section 11.12(f), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender. (i) Any Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent hereunder shall be restricted as set forth in the definition of Required Lenders, except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (ii) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that (A) by its terms affects any Defaulting Lender more adversely than other affected Lenders, (B) increases or extends the Commitment of any such Defaulting Lender, (C) reduces the principal of or the rate of interest for Loans of such Defaulting Lender, or fees or other amounts payable hereunder or under any other Loan Document to such Defaulting Lender or (D) amends or modifies any provision of this paragraph shall require the consent of such Defaulting Lender. (j) No Lender consent shall be required to effect an Incremental Amendment except as expressly provided in Section 2.17. In connection therewith, the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments, as applicable, may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 11.12(j) and this Section 11.12(j) shall supersede any provisions of this Agreement to the contrary.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.16, 2.17, 2.18 and 2.1910.06(h), neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Parent Borrower and the Required Lenders (other than with respect to any amendment or waiver contemplated in clause (iv) below, which shall only require the consent of the Required Revolving Lenders) or by the Administrative Agent acting at the written direction of the Required Lenders (or the Required Revolving Lenders, as applicable); provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Initial Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest); (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.152.13), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or fee or premium (or extend the time period during which such premium is payable) thereon or extend any scheduled amortization payments (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.152.13, (2) waiving the applicability of any post-default increase in interest rates or rates, (3) any financial covenant, (4) waiver of any Default or Event of Default under Section 8.01(a) or (b5) the waiver of any “most favored nation” pricing requirement contained in Section 2.16), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of the waiver of any post-post- default increase in interest rates, (y) any financial covenant, or (z) waiver of any Default or Event of Default under Section 8.01(a)Default), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)Lender; (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (F) modifications amend, waive or otherwise modify the portion of the definition of “Interest Period” that provides for one, two, three or six month intervals to Section 2.16(b)(i)automatically allow intervals in excess of six months, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender, (A) amend, modify, terminate or waive any provisions of Section 2.07 or any other provisions relating to pro rata sharing and pro rata payment (except, in each case, as provided herein in connection with (w) any buy back of Term Loans by the Parent Borrower pursuant to Section 2.13(a)(iv), (x) any Incremental Amendment, (y) any Refinancing Amendment or (z) any Extension Amendment); (B) release the Parent Borrower or any other Borrower from all or substantially all of its obligations hereunder, hereunder except in connection with transactions permitted under this Agreement; (BC) release all or substantially all (or substantially all of the value of the the) guaranty obligations of the Guarantors other Credit Parties under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (CD) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (DE) amend amend, modify or modify waive any provisions provision of this Section 2.16(b) 10.12 or Section 8.03 hereof or Section 4.02 any other provision of any of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without Loan Documents pursuant to which the consent or approval of each Lender directly and adversely affected thereby;all Lenders is required; or (EF) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is required, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, explicitly required;. (iii) this Agreement may be amended with only the written consent of the Parent Borrower, the Parent Borrower and the Administrative Agent to effect the provisions of Section 2.18 2.16,Section 2.17 or Section 2.19 2.18 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement Amendment, Extension Amendment or Extension Refinancing Amendment, as applicable; (iv) no changeamendments, waiver or other modification modifications, waivers and/or consents described in this clause (iv) shall without require the written consent of any Lenders other than the Super Majority Lenders Required Revolving Lenders: (A) increase the advance rates set forth in amend or otherwise modify the definition of “Borrowing Base,” Required Revolving Lenders”; (B) make amend or otherwise modify Section 7.06 (or for the purposes of determining compliance with Section 7.06, any other change in such definitions defined term used therein); (C) waive or consent to any Default or Event of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter Default resulting from a breach of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, Section 7.06; or (D) alter the rights or remedies of the Required Revolving Lenders arising pursuant to Article VIII as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) a breach of Section 8.037.06; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 10.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of the Required Revolving Lenders, and any LC Issuer directly and adversely affected thereby (in addition to the Required Lenders)thereby. No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of the Required Revolving Lenders, and any Swing Line Lender directly and adversely affected thereby (in addition to the Required Lenders)affected. (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.1210.12) waive the provisions of Section 7.03 7.01 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.01, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code UCC sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e10.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 10.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Parent Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.0610.06(h) and Section 2.13(a)(iv)) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Parent Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 2.11(h), Section 3.01 or 3.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Credit Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant has a Participation Interest beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (excluding mandatory prepayments and other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default financial covenant hereunder (or Event of Default under Section 8.01(a) or (bany defined term used therein)), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing Reimbursement Obligation as to which any Lender is an LC Participanthas a Participation Interest, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the waiver applicability of any post-default increase in interest rates, rates or waiver (y) any amendment or modification of any Default financial covenant hereunder (or Event of Default under Section 8.01(aany defined term used therein)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) fees to which any Lender is entitled hereunder, without hereunder or under any other Credit Document (other than as a result of (x) waiving the written consent of such Lender (it being understood that a waiver applicability of any Default post-default increase in interest rates or Event (y) any amendment or modification of Default shall not constitute such a reduction, extension any financial covenant hereunder (or excuseany defined term used therein); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender,: (A) release the Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreementhereunder without the written consent of each Lender; (B) release all the Borrower or substantially all any other Credit Party from obligations under Article X without the written consent of the value of the guaranty obligations of the Guarantors under the Guarantyeach Lender affected thereby, except, in each casethe case of a Guarantor, in connection accordance with transactions a transaction permitted under this Agreement,; (C) release all or substantially all of the CollateralCollateral without the written consent of each Lender, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 9.1, Section 2.10 or any other provision of any of the Loan Credit Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iii) this Agreement may be amended with only required without the written consent of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicableeach Lender affected thereby; (ivE) no reduce the percentage specified in, or otherwise modify, the definition of Required Lenders without the written consent of each Lender; (F) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement without the written consent of each Lender; or (G) amend, modify or waive any provision of Section 2.6(b)(ii), Section 2.10(b) or Section 9.7(b) without the written consent of each Lender affected thereby. Notwithstanding the foregoing, any amendment, change, waiver or other modification to the Capital One Engagement Letter shall only require the written agreement of the parties thereto. The Administrative Agent and the Borrower may, without the written consent of any Lender, enter into amendments or modifications to this Agreement or any of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Documents or to enter into additional Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, Documents as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent reasonably deems appropriate to add, remove, reduce or increase any Reserves (subject to effectuate the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v2.12(b) in accordance with the consent terms of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes2.12(b). Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 2.2 or any other provision in this Agreement specifically relating to Letters of Credit or the rights and duties of any Issuing Lender may be amended without the consent of any LC Issuer Issuing Lender adversely affected thereby thereby. (in addition to the Required Lenders). c) No provision of Article IX VIII may be amended without the consent of the Administrative Agent and no provision of Section 2.04 2.3 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan DocumentSwingline Lender. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12) waive the provisions of Section 7.03 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.03, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Agreement, such Equity Interests (but not any proceeds thereof) shall be automatically released from the Collateral Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Credit Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e9.1(d) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (fe) If in connection with Notwithstanding any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than foregoing to the Required Lenderscontrary, the consent of the Required Lenders shall have been obtained but Borrower and the consent of a Lender whose consent is required other Credit Parties shall not have been obtained be required for any amendment, modification or waiver of the provisions of Article VIII (each a “Non-Consenting Lender”other than the provisions of Section 8.9). (f) then Notwithstanding any of the Borrower mayforegoing to the contrary, at its sole expense and effort, upon notice to such Lender the Credit Parties and the Administrative Agent, require without the consent of any Lender, may enter into any amendment, modification or waiver of any Credit Document, or enter into any new agreement or instrument, to (i) effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or (ii) correct any obvious error or omission of a technical nature, in each case that is immaterial (as determined by the Administrative Agent), in any provision of any Credit Document, if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. (g) Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (i) that the Commitment of such Non-Consenting Lender may not be increased or extended without the consent of such Lender and (ii) to assign the extent such amendment, waiver or consent impacts such Defaulting Lender more than the other Lenders. (h) For the avoidance of doubt and delegatenotwithstanding any provision to the contrary contained in this Section 9.1, without recourse, all of its interests, rights and obligations under this Agreement may be amended (or amended and any other Loan Document to an Eligible Assignee (including any Investor, restated) with the Borrower or any Restricted Subsidiary written consent of the Credit Parties and the Administrative Agent in accordance with the terms of Section 11.06) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 3.01 or 32.20(g).

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender)Xxxxxx; (B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (bdefined terms used in financial covenants), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the waiver applicability of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)Lender; (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (or other than default interest) amounts to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)Xxxxxx; (F) modifications release the Borrower from any of its obligations hereunder or consent to Section 2.16(b)(i)the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, without the written consent of such Lender all Lenders; or (it being understood that G) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantors, except in connection with a waiver transaction permitted under this Agreement, without the written consent of any Default or Event of Default shall not constitute such a modification);all Lenders. (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender adversely affected thereby, (A) release the Borrower from all its guaranty obligations under Article X or substantially all release any Credit Party from the Guaranty, except, in the case of its obligations hereundera Guarantor, except (x) in connection accordance with transactions a transaction permitted under this Agreement; Agreement or (By) to the extent that the release of such Guarantor would not result in the release of Guarantors having a value, in the aggregate, that constitutes all or substantially all of the value value, in the aggregate, of the guaranty obligations of the Guarantors under the Guaranty, except, in each case, in connection with transactions permitted under this AgreementGuarantors; (C) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (FB) amend, modify or waive any provision of this Section 11.12 ‎Section 11.12, ‎Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iiiC) this Agreement may be amended with only reduce the written consent percentage specified in, or otherwise modify, the definition of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicableRequired Lenders; (ivD) no changeamend, waiver modify or other modification shall without the written consent waive any provision of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if‎Section 2.07(b), as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein‎Section 2.14(b) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03‎Section 2.14(e); andor (vE) except as otherwise permitted Section 7.04, modify the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder Loan Documents in a manner different than such amendment affects that would subordinate the Administrative Agent’s Lien on any Collateral or subordinate any Obligation in right of payment to any other ClassesIndebtedness. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section ‎Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby thereby. (in addition to the Required Lenders). c) No provision of Article IX ‎IX may be amended without the consent of the Administrative Agent and no provision of Section ‎Section 2.04 may be amended without the consent of any the Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan DocumentLender. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 ‎Section 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.03‎Section 7.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty Guarantor or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty as a Guarantor; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section ‎Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If Notwithstanding anything to the contrary contained in this Section 11.12, (x) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries of the Borrower in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. (g) If, in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) ), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourserecourse (in accordance with the restrictions contained in ‎Section 11.04(c)), all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 ‎Section 3.02 and any amounts accrued and owing to such Lender under ‎Section 3.01(a)(i), ‎Section 3.01(c), ‎Section 3.03 or ‎Section 3.04), and (C) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender and is being replaced in accordance with this Section 3.01 11.12(g), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or 3otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (h) Notwithstanding anything to the contrary contained in this ‎Section 11.12, no Crossover Lender shall have any right in its capacity as a Lender to (i) consent to any amendment, modification, waiver, consent or other such action (each, a “Consent”) with respect to any of the terms of this Agreement or any other Loan Document, except for any Consent of the manner set forth in ‎Section 11.12‎(a)(i)(A) and ‎Section 11.12‎(a)(i)(C) above, (ii) require the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to this Agreement or any other Loan Document, (iii) otherwise vote on any matter related to this Agreement or any other Loan Document except as specifically provided in this ‎Section 11.12‎(h), (iv) attend any “Lender only” meeting with the Administrative Agent or any Lender or receive any “Lender only” information from the Administrative Agent or any Lender, and (v) make or bring any claim, in its capacity as a Lender, against the Administrative Agent or any Lender with respect to the duties and obligations of such Persons under the Loan Documents (other than claims directly arising from the failure of the Administrative Agent or any Lender to make payments to such Crossover Lender required to be made by such Person pursuant to the terms hereof). Upon the occurrence of and during the pendency of any Insolvency Event of which any Credit Party is the subject, each Crossover Lender (A) shall, solely in its capacity as a Lender, not exercise any voting or consent rights of such Person under the Bankruptcy Code or other insolvency law with respect to any matter requiring the vote or consent of the Lenders and arising during the pendency of any such bankruptcy case or other insolvency proceeding (including, without limitation, any right to vote to accept or reject any plan of reorganization or other restructuring plan filed in any such bankruptcy case or other insolvency proceeding, and any right to consent to any sale of Collateral pursuant to section 363 of the Bankruptcy Code), and shall be deemed to have granted (and hereby grants) the Administrative Agent an irrevocable power of attorney entitling the Administrative Agent to exercise any such voting or consent rights of such Person under the Bankruptcy Code or other insolvency law in the manner directed by the Administrative Agent (it being understood that the Administrative Agent shall exercise such power of attorney at the direction of the Required Lenders to the extent the Required Lenders so direct the Administrative Agent in writing), and such power of attorney shall be coupled with an interest; provided, however that Crossover Lenders shall retain the right to exercise any such voting or consent rights if and to the extent the matter subject to such voting or consent rights would disproportionately and adversely affect the rights of such Crossover Lender in relations to the rights of all other Lenders, and (B) shall execute and deliver such instruments and documents, and shall take such action, as may be reasonably requested by the Administrative Agent from time to time, to memorialize or effectuate such power of attorney or the exercise of such Person’s voting or consent rights accordance with clause (A) of this sentence. (i) No Lender consent shall be required to effect an Incremental Amendment except as expressly provided in ‎Section 2.17. In connection therewith, the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments, as applicable, may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this clause shall supersede any provisions of this Agreement to the contrary.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 2.16 and 2.192.17, neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or addition to the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender)Required Lenders; (B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment in addition to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Required Lenders; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)2.13, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1w) the waiver of any mandatory prepayments owing pursuant to Section 2.152.13, (2x) waiving the applicability of any post-default increase in interest rates rates, (y) any financial covenants or (3z) waiver of any Default or Event of Default under Section 8.01(a) or (bdefault), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction Lender in principal or rate or addition to the extension, deferral or delay of payment or excuse of the payment of principal or interest)Required Lenders; (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the waiver applicability of any post-default increase in interest rates, (y) any financial covenants or (z) waiver of any Default or Event of Default under Section 8.01(a)default), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);in addition to the Required Lenders; or (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications in addition to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification)Required Lenders; (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender affected thereby, (A) release the Borrower from all or substantially all of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the Borrower’s guaranty obligations under Article X and all or substantially all of the value of the guaranty obligations of the Guarantors Credit Parties under the Guaranty, except, in each case, in connection with transactions expressly permitted under this Agreement; (C) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, Section 11.04, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (E) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; (F) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, except as not otherwise prohibited under this Agreement; or (G) amend, modify or waive any provision of Section 2.07(b), Section 2.14(b) (other than in regards to any “amend and extend” transaction pursuant to Section 2.17) or Section 2.14(e); and (iii) this Agreement may be amended with only the written consent of the Borrower Administrative Agent, the Borrower, the LC Issuer (if applicable), the Swing Line Lender (if Applicable) and the Administrative Agent to effect Lenders providing the provisions of Section 2.18 relevant Replacement Term Loans (as defined below) or Section 2.19 upon the effectiveness of any Incremental Replacement Revolving Credit Assumption Agreement Commitments (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”) or Extension Amendmentall outstanding Revolving Credit Commitments (“Refinanced Revolving Credit Commitments”) with a replacement revolving credit commitment tranche hereunder (“Replacement Revolving Credit Commitments”), as applicable; (iv) no change, waiver or other modification shall without the written consent of the Super Majority Lenders but only if (A) increase the advance rates set forth in aggregate principal amount of the definition Replacement Term Loans or Replacement Revolving Credit Commitments (as applicable) does not exceed the aggregate principal amount of “Borrowing Base,” the Refinanced Term Loans or Refinanced Revolving Credit Commitments (as applicable), (B) make any other change in such definitions of the Replacement Term Loans and the Replacement Revolving Credit Commitments are subject to a “Borrowing Base,most favored nation” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available provision based on yield on terms to be borrowed mutually agreed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby (in addition to the Required Lenders). No provision of Article IX may be amended without the consent of the Administrative Agent and the Borrower, (C) the weighted average life to maturity of such Refinanced Term Loans is no provision shorter than the weighted average life to maturity of Section 2.04 may be amended without such Refinanced Term Loans at the consent time of any Swing Line Lender adversely affected thereby the refinancing and (in addition D) all other terms applicable to the Required Lenders). (c) No amendmentsuch Replacement Term Loans or Replacement Revolving Credit Commitments are substantially identical to, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition less favorable to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12) waive the provisions of Section 7.03 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.03, (i) providing such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Agreement, such Equity Interests (but not any proceeds thereof) shall be automatically released from the Collateral Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Replacement Term Loans or Replacement Revolving Credit Commitments than, those applicable to terminate the Commitments of one such Refinanced Term Loans or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees thatRefinanced Revolving Credit Commitments, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Party, including the filing of proofs of claim in any insolvency proceeding. (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of such outstanding principal and accrued interest and fees) the Term Loans or the Borrower (Revolving Credit Commitments in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing effect immediately prior to such refinancing. No existing Lender under Section 3.01 will have any obligation to commit to any such Replacement Term Loans or 3.Replacement Revolving Credit Commitments;

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Credit Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender)Xxxxxx; (B) extend or postpone the Revolving Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant Xxxxxx has a Participation Interest beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (excluding mandatory prepayments and other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default financial covenant hereunder (or Event of Default under Section 8.01(a) or (bany defined term used therein)), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing Reimbursement Obligation as to which any Lender is an LC Participanthas a Participation Interest, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) waiving the waiver applicability of any post-default increase in interest rates, rates or waiver (y) any amendment or modification of any Default financial covenant hereunder (or Event of Default under Section 8.01(aany defined term used therein)), without the written consent of such Lender (it being understood that a waiver of any Default Lender; or Event of Default shall not constitute such a reduction, extension or excuse);|US-DOCS\140878708.9|| (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) fees to which any Lender is entitled hereunder, without hereunder or under any other Credit Document (other than as a result of (x) waiving the written consent of such Lender (it being understood that a waiver applicability of any Default post-default increase in interest rates or Event (y) any amendment or modification of Default shall not constitute such a reduction, extension any financial covenant hereunder (or excuseany defined term used therein); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender,: (A) release the Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreementhereunder without the written consent of each Lender; (B) release all the Borrower or substantially all any other Credit Party from obligations under Article X without the written consent of the value of the guaranty obligations of the Guarantors under the Guarantyeach Lender affected thereby, except, in each casethe case of a Guarantor, in connection accordance with transactions a transaction permitted under this Agreement; (C) release all or substantially all of the CollateralCollateral without the written consent of each Lender, except in connection with a transaction permitted under this Agreement; (D) amend subordinate (i) the Obligations in right of payment or modify any provisions of Section 2.16(b(ii) or Section 8.03 hereof or Section 4.02 the Liens on a material portion of the Collateral Agreement and/or securing the similar provisions in the other Security DocumentsObligations, in each case any such case, without the consent of each Lender directly and adversely affected thereby, except in connection with a transaction permitted under this Agreement as of the Closing Date; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 9.1, Section 2.10 or any other provision of any of the Loan Credit Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iii) this Agreement may be amended with only required without the written consent of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicableeach Lender affected thereby; (ivF) no reduce the percentage specified in, or otherwise modify, the definition of Required Lenders without the written consent of each Lender; (G) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement without the written consent of each Lender; or (H) amend, modify or waive any provision of Section 2.6(b)(ii), Section 2.10(b) or Section 9.7(b) without the written consent of each Lender affected thereby. Notwithstanding the foregoing, any amendment, change, waiver or other modification to the Capital One Engagement Letter shall only require the written agreement of the parties thereto. The Administrative Agent and the Borrower may, without the written consent of any Lender, enter into |US-DOCS\140878708.9|| amendments or modifications to this Agreement or any of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Documents or to enter into additional Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, Documents as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent reasonably deems appropriate to add, remove, reduce or increase any Reserves (subject to effectuate the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v2.12(b) in accordance with the consent terms of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes2.12(b). Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 2.2 or any other provision in this Agreement specifically relating to Letters of Credit or the rights and duties of any Issuing Lender may be amended without the consent of any LC Issuer Issuing Lender adversely affected thereby thereby. (in addition to the Required Lenders). c) No provision of Article IX VIII may be amended without the consent of the Administrative Agent and no provision of Section 2.04 2.3 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan DocumentSwingline Lender. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12) waive the provisions of Section 7.03 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.03, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Agreement, such Equity Interests (but not any proceeds thereof) shall be automatically released from the Collateral Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Credit Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e9.1(d) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (fe) If in connection with Notwithstanding any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than foregoing to the Required Lenderscontrary, the consent of the Required Lenders shall have been obtained but Borrower and the consent of a Lender whose consent is required other Credit Parties shall not have been obtained be required for any amendment, modification or waiver of the provisions of Article VIII (each a “Non-Consenting Lender”other than the provisions of Section 8.9). (f) then Notwithstanding any of the Borrower mayforegoing to the contrary, at its sole expense and effort, upon notice to such Lender the Credit Parties and the Administrative Agent, require without the consent of any Lender, may enter into any amendment, modification or waiver of any Credit Document, or enter into any new agreement or instrument, to (i) effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or (ii) correct any obvious error or omission of a technical nature, in each case that is immaterial (as determined by the Administrative Agent), in any provision of any Credit Document, |US-DOCS\140878708.9|| if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. (g) Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (i) that the Commitment of such Non-Consenting Lender may not be increased or extended without the consent of such Lender and (ii) to assign the extent such amendment, waiver or consent impacts such Defaulting Lender more than the other Lenders. (h) For the avoidance of doubt and delegatenotwithstanding any provision to the contrary contained in this Section 9.1, without recourse, all of its interests, rights and obligations under this Agreement may be amended (or amended and any other Loan Document to an Eligible Assignee (including any Investor, restated) with the Borrower or any Restricted Subsidiary written consent of the Credit Parties and the Administrative Agent in accordance with the terms of Section 11.06) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 3.01 or 32.20(g).

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower Borrowers, the Administrative Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) (1) increase the amount of any the Revolving Commitment of any Lender hereunder, without the written consent of such Lender or (it being understood that a waiver 2) increase the Total Revolving Commitment (other than increases pursuant to Section 2.17) without the consent of any condition precedent set forth in Section 4.02 or all the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender)Lenders; (B) extend or postpone the Revolving Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Revolving Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (bdefined terms used in financial covenants), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the waiver applicability of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender affected thereby, (A) release the a Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the a Borrower from its guaranty obligations of the Guarantors under Article X or release any Credit Party from the Guaranty, except, in each casethe case of a Subsidiary Guarantor, in connection accordance with transactions a transaction permitted under this Agreement; (C) release all or substantially all any substantial portion of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Revolving Commitments, is by the terms of such provision, provision explicitly required; (iiiE) this Agreement may be amended with only reduce the written consent percentage specified in, or otherwise modify, the definition of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicableRequired Lenders; (ivF) no change, waiver consent to the assignment or other modification shall without the written consent transfer by a Borrower of the Super Majority Lenders any of its rights and obligations under this Agreement; (AG) increase the advance rates set forth in amend the definition of “Borrowing Base,” (B) make any other change in such definitions of “Temporary Dutch Borrowing Base,”, “Temporary U.S. Borrowing Base”, “Regular Dutch Borrowing Base”, “Regular U.S. Borrowing Base” or “Eligible Credit Card Receivables,Regular Borrowing Base” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion (or any of the Administrative Agent to adddefined terms referenced in each of the foregoing) where the amendment increases any advance rate or increases the Availability; or (H) amend, removemodify or waive any provision of Section 2.07(b), reduce or increase any Reserves (subject to the terms hereinSection 2.14(b) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes2.14(e). Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby thereby. (in addition to the Required Lenders). c) No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any the Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan DocumentLender. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 7.05 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.05, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty Guaranty; and (iii) the Administrative Agent and the Foreign Collateral Agent, as applicable, shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Revolving Commitments of one or more Lenders without terminating the Revolving Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If Notwithstanding anything to the contrary contained in this Section 11.12, (x) Security Documents and related documents executed by Subsidiaries of the Borrowers in connection with any proposed amendmentthis Agreement may be in a form reasonably determined by the Administrative Agent and the Foreign Collateral Agent, modificationas applicable, terminationand may be amended, waiver or consent (a “Proposed Change”) supplemented and waived with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but Administrative Agent and the Borrowers without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent or the Foreign Collateral Agent, as applicable, and the Borrowers shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a Lender whose consent is required shall not have been obtained (technical or immaterial nature, in each a “Non-Consenting Lender”) case, in any provision of the Loan Documents, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require the Foreign Collateral Agent and the Credit Parties shall be permitted to amend such Non-Consenting Lender to assign provision and delegate, such amendment shall become effective without recourse, all any further action or consent of its interests, rights and obligations under this Agreement and any other party to any Loan Document Documents if the same is not objected to an Eligible Assignee in writing by the Required Lenders within five (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms 5) Business Days following receipt of Section 11.06) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 3.01 or 3notice thereof.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in, without limitation, as provided in (x) Section 2.11(g) with respect to the implementation of a Benchmark Replacement Rate or Benchmark Conforming Changes (as set forth therein) and (y) Sections 2.18 and 2.19, neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected thereby: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest); (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2) waiving the applicability of any post-default increase in interest rates or (3) waiver of any Default or Event of Default under Section 8.01(a) or (b), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of the waiver of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification); (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender, (A) release the Borrower from all or substantially all of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the guaranty obligations of the Guarantors under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (C) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is required, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, explicitly required; (iii) this Agreement may be amended with only the written consent of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicable; (iv) no change, waiver or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby (in addition to the Required Lenders). No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12) waive the provisions of Section 7.03 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.03, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Agreement, such Equity Interests (but not any proceeds thereof) shall be automatically released from the Collateral Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Party, including the filing of proofs of claim in any insolvency proceeding. (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 3.01 or 3.any

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth hereinin Section 2.17, including in Sections Section 2.18 and 2.19, Section 2.19 neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower and the Required Lenders (or by the Administrative Agent acting at the written direction of the Required Lenders); provided, however, that: (i) no change, waiver or other modification shall shall, without the written consent of each Lender directly and adversely affected thereby:thereby (but not the Required Lenders): (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest); (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.152.13), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1w) the waiver of any mandatory prepayments owing pursuant to Section 2.152.13), (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (b), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction defined terms used in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interestfinancial covenants); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the waiver applicability of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);; or (F) modifications to Section 2.16(b)(i), without amend any section of the written consent Credit Agreement concerning the pro-rata treatment of such Lender (it being understood that a waiver Lenders and distribution of any Default or Event of Default shall not constitute such a modification);payments; and (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender, (A) release the Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the guaranty obligations of the Guarantors under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (C) Collateral or release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreementvalue of the guarantees provided by the Guarantors; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (FC) amend, modify or waive any provision of Section 10.04, this Section 11.12 10.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iiiD) this Agreement may be amended with only reduce the written consent percentage specified in, or otherwise modify, the definition of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicableRequired Lenders; (ivE) no change, waiver or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms hereinassignment or transfer by a Borrower of any of its rights and obligations under this Agreement; or (F) amend, modify or waive any provision of Section 2.07(b), Section 2.14(b) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes2.14(e). Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 . Any waiver, amendment or any other provision in this Agreement specifically relating to Letters of Credit may be amended without modification requiring the consent of all Lenders or each affected Lender which affects that by its terms materially and adversely affects any LC Issuer adversely Defaulting Lender (if such Lender were not a Defaulting Lender) to a greater extent than other affected thereby (in addition to the Required Lenders). No provision of Article IX may be amended without Lenders shall require the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders)such Defaulting Lender. (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12) waive the provisions of Section 7.03 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.03, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Agreement, such Equity Interests (but not any proceeds thereof) shall be automatically released from the Collateral Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Party, including the filing of proofs of claim in any insolvency proceeding. (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 3.01 or 3.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: that (i) no amendment, change, waiver or other modification shall without the written consent of each Lender directly and adversely affected thereby: shall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); ; (B) extend or postpone any Maturity Date or the Revolving Facility Termination Date maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the other than, in each case, any amendment, change, waiver of any Default or Event of Default or the waiver of (or amendment other modification to the terms of) any mandatory prepayment shall not constitute a postponement proviso in the definition of any date scheduled for the payment of principal or interest“Maturity Date”); ; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates rates, (y) [reserved] or (3z) waiver waiving the applicability of any Default mandatory prepayment (other than any mandatory prepayment made with the Net Cash Proceeds from a disposition of all or Event any portion of Default under Section 8.01(a) or (bthe Infrastructure Business)), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of the waiver of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification); (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender, (A) release the Borrower from all or substantially all of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the guaranty obligations of the Guarantors under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (C) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is required, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, explicitly required; (iii) this Agreement may be amended with only the written consent of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicable; (iv) no change, waiver or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby (in addition to the Required Lenders). No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12) waive the provisions of Section 7.03 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.03, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Agreement, such Equity Interests (but not any proceeds thereof) shall be automatically released from the Collateral Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Party, including the filing of proofs of claim in any insolvency proceeding. (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 3.01 or 3.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (bdefined terms used in financial covenants), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the waiver applicability of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)Lender; (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (or other than default interest) amounts to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)Lender; (F) modifications release the Borrower from any of its obligations hereunder or consent to Section 2.16(b)(i)the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, without the written consent of such Lender all Lenders; or (it being understood that G) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantors, except in connection with a waiver transaction permitted under this Agreement, without the written consent of any Default or Event of Default shall not constitute such a modification);all Lenders. (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender adversely affected thereby, (A) release the Borrower from all its guaranty obligations under Article X or substantially all release any Credit Party from the Guaranty, except, in the case of its obligations hereundera Guarantor, except (x) in connection accordance with transactions a transaction permitted under this Agreement; Agreement or (By) to the extent that the release of such Guarantor would not result in the release of Guarantors having a value, in the aggregate, that constitutes all or substantially all of the value value, in the aggregate, of the guaranty obligations of the Guarantors under the Guaranty, except, in each case, in connection with transactions permitted under this AgreementGuarantors; (C) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (FB) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iiiC) this Agreement may be amended with only reduce the written consent percentage specified in, or otherwise modify, the definition of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicableRequired Lenders; (ivD) no changeamend, waiver modify or other modification shall without the written consent waive any provision of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” ifSection 2.07(b), as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms hereinSection 2.14(b) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.032.14(e); andor (vE) except as otherwise permitted Section 7.04, modify the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder Loan Documents in a manner different than such amendment affects that would subordinate the Administrative Agent’s Lien on any Collateral or subordinate any Obligation in right of payment to any other ClassesIndebtedness. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby thereby. (in addition to the Required Lenders). c) No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any the Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan DocumentLender. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty Guarantor or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty as a Guarantor; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If Notwithstanding anything to the contrary contained in this Section 11.12, (x) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries of the Borrower in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. (g) If, in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) ), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourserecourse (in accordance with the restrictions contained in Section 11.04(c)), all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 3.02 and any amounts accrued and owing to such Lender under Section 3.01 3.01(a)(i), Section 3.01(c), Section 3.03 or 3Section 3.04), and (C) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender and is being replaced in accordance with this Section 11.12(g), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (h) Notwithstanding anything to the contrary contained in this Section 11.12, no Crossover Lender shall have any right in its capacity as a Lender to (i) consent to any amendment, modification, waiver, consent or other such action (each, a “Consent”) with respect to any of the terms of this Agreement or any other Loan Document, except for any Consent of the manner set forth in Section 11.12(a)(i)(A) and Section 11.12(a)(i)(C) above, (ii) require the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to this Agreement or any other Loan Document, (iii) otherwise vote on any matter related to this Agreement or any other Loan Document except as specifically provided in this Section 11.12(h), (iv) attend any “Lender only” meeting with the Administrative Agent or any Lender or receive any “Lender only” information from the Administrative Agent or any Lender, and (v) make or bring any claim, in its capacity as a Lender, against the Administrative Agent or any Lender with respect to the duties and obligations of such Persons under the Loan Documents (other than claims directly arising from the failure of the Administrative Agent or any Lender to make payments to such Crossover Lender required to be made by such Person pursuant to the terms hereof). Upon the occurrence of and during the pendency of any Insolvency Event of which any Credit Party is the subject, each Crossover Lender (A) shall, solely in its capacity as a Lender, not exercise any voting or consent rights of such Person under the Bankruptcy Code or other insolvency law with respect to any matter requiring the vote or consent of the Lenders and arising during the pendency of any such bankruptcy case or other insolvency proceeding (including, without limitation, any right to vote to accept or reject any plan of reorganization or other restructuring plan filed in any such bankruptcy case or other insolvency proceeding, and any right to consent to any sale of Collateral pursuant to section 363 of the Bankruptcy Code), and shall be deemed to have granted (and hereby grants) the Administrative Agent an irrevocable power of attorney entitling the Administrative Agent to exercise any such voting or consent rights of such Person under the Bankruptcy Code or other insolvency law in the manner directed by the Administrative Agent (it being understood that the Administrative Agent shall exercise such power of attorney at the direction of the Required Lenders to the extent the Required Lenders so direct the Administrative Agent in writing), and such power of attorney shall be coupled with an interest; provided, however that Crossover Lenders shall retain the right to exercise any such voting or consent rights if and to the extent the matter subject to such voting or consent rights would disproportionately and adversely affect the rights of such Crossover Lender in relations to the rights of all other Lenders, and (B) shall execute and deliver such instruments and documents, and shall take such action, as may be reasonably requested by the Administrative Agent from time to time, to memorialize or effectuate such power of attorney or the exercise of such Person’s voting or consent rights accordance with clause (A) of this sentence. (i) No Lender consent shall be required to effect an Incremental Amendment except as expressly provided in Section 2.17. In connection therewith, the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments, as applicable, may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this clause shall supersede any provisions of this Agreement to the contrary.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including including, without limitation, as provided in (x) Section 2.11(g) with respect to the implementation of a Benchmark Replacement Rate or Benchmark Conforming Changes (as set forth therein) and (y) Sections 2.18 and 2.19, neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected thereby: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender Xxxxxx (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest); (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2) waiving the applicability of any post-default increase in interest rates or (3) waiver of any Default or Event of Default under Section 8.01(a) or (b), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of the waiver of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification); (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender, (A) release the Borrower from all or substantially all of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the guaranty obligations of the Guarantors under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (C) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is required, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, explicitly required; (iii) this Agreement may be amended with only the written consent of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicable; (iv) no change, waiver or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible XxxxxxxxBillings,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby (in addition to the Required Lenders). No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12) waive the provisions of Section 7.03 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.03, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Agreement, such Equity Interests (but not any proceeds thereof) shall be automatically released from the Collateral Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Party, including the filing of proofs of claim in any insolvency proceeding. (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 3.01 or 3.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including provided in Sections 2.18 and 2.19Section 2.16 with respect to an Incremental Term Loan Amendment, neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower Borrower, the Administrative Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, provided that the Borrower, the Administrative Agent and the Lenders consenting to the Borrower’s request for any extension of the Revolving Facility Termination Date in accordance with Section 2.17 may enter into any amendment necessary to implement the terms thereof in accordance with the terms of this Agreement without the consent of any other Lender, and provided, further that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (bdefined terms used in financial covenants), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the waiver applicability of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender affected thereby, (A) release the Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the Borrower from its guaranty obligations of the Guarantors under Article X or release any Credit Party from the Guaranty, except, in each casethe case of a Subsidiary Guarantor, in connection with transactions permitted under this Agreement; (C) release all or substantially all of the Collateral, except in connection accordance with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (FC) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iiiD) this Agreement may be amended reduce the percentage specified in, or otherwise modify, the definition of Required Lenders (it being understood that, solely with only the written consent of the Borrower parties prescribed by Section 2.16 to be parties to an Incremental Term Loan Amendment, Incremental Term Loans may be included in the determination of Required Lenders on substantially the same basis as the Commitments and the Administrative Agent to effect Revolving Loans are included on the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicableClosing Date); (ivE) no change, waiver consent to the assignment or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed transfer by the Borrower would be increasedof any of its rights and obligations under this Agreement; provided that the foregoing shall not limit the Permitted Discretion or (F) amend, modify or waive any provision of the Administrative Agent to addSection 2.06(b), remove, reduce or increase any Reserves (subject to the terms hereinSection 2.13(b) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes2.13(e). Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 2.04 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby thereby. (in addition to the Required Lenders). c) No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 2.03 may be amended without the consent of any the Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan DocumentLender. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12) waive the provisions of Section 7.03 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.03, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Agreement, such Equity Interests (but not any proceeds thereof) shall be automatically released from the Collateral Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or CollateralObligations, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e11.12(d) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (e) Notwithstanding anything to the contrary contained in this Section 11.12, if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. (f) If If, in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) ), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourserecourse (in accordance with the restrictions contained in Section 11.04(c)), all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 3.02, if then applicable, and any amounts accrued and owing to such Lender under Section 3.01 3.01(a)(i), Section 3.01(c), Section 3.03 or 3Section 3.04), and (C) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender and is being replaced in accordance with this Section 11.12(e), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth hereinin ‎Section 2.17, including in Sections ‎Section 2.18 and 2.19, ‎Section 2.19 neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower and the Required Lenders (or by the Administrative Agent acting at the written direction of the Required Lenders); provided, however, that: (i) no change, waiver or other modification shall shall, without the written consent of each Lender directly and adversely affected thereby:thereby (but not the Required Lenders): (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest); (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15‎Section 2.13), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1w) the waiver of any mandatory prepayments owing pursuant to Section 2.15‎Section 2.13), (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (b), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction defined terms used in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interestfinancial covenants); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the waiver applicability of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);; or (F) modifications to Section 2.16(b)(i), without amend any section of the written consent Credit Agreement concerning the pro-rata treatment of such Lender (it being understood that a waiver Lenders and distribution of any Default or Event of Default shall not constitute such a modification);payments; and (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender, (A) release the Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the guaranty obligations of the Guarantors under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (C) Collateral or release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreementvalue of the guarantees provided by the Guarantors; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (FC) amend, modify or waive any provision of ‎Section 10.04, this Section 11.12 ‎Section 10.12, ‎Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iiiD) this Agreement may be amended with only reduce the written consent percentage specified in, or otherwise modify, the definition of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicableRequired Lenders; (ivE) no change, waiver or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms hereinassignment or transfer by a Borrower of any of its rights and obligations under this Agreement; or (F) amend, modify or waive any provision of ‎Section 2.07(b), ‎Section 2.14(b) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes‎Section 2.14(e). Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. Any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects that by its terms materially and adversely affects any Defaulting Lender (if such Lender were not a Defaulting Lender) to a greater extent than other affected Lenders shall require the consent of such Defaulting Lender. (b) No provision of Section ‎Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby thereby. (in addition to the Required Lenders). c) No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section ‎Section 2.04 may be amended without the consent of any the Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan DocumentLender. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 ‎Section 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.03‎Section 7.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the a Guaranty or whose stock is pledged pursuant to the Collateral a Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral such Security Agreement and such Subsidiary shall be automatically released from the Guaranty a Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of the Lenders may exercise any right that it might otherwise have under applicable law Law to credit bid at foreclosure sales, uniform commercial code UCC sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e‎Section 10.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If Notwithstanding anything to the contrary contained in this ‎Section 10.12, (x) Security Documents and related documents executed by Subsidiaries of the Borrower in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof. (g) If, in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) ), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourserecourse (in accordance with the restrictions contained in ‎Section 10.04(c)), all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 ‎Section 3.02 and any amounts accrued and owing to such Lender under Section 3.01 ‎Section 3.01(a)(i), ‎Section 3.01(c), ‎Section 3.03 or 3‎Section 3.04), and (C) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender and is being replaced in accordance with this ‎Section 10.12(g), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.16, 2.17, 2.18 and 2.1910.06(h), neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Parent Borrower and the Required Lenders (other than with respect to any amendments, modifications, waivers and/or consents contemplated in clause (iv) below, which shall only require the consent of the Required Revolving Lenders) or by the Administrative Agent acting at the written direction of the Required Lenders (or the Required Revolving Lenders, as applicable) and notice thereof is provided to the Administrative Agent; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Initial Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest); (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.152.13), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or fee or premium (or extend the time period during which such premium is payable) thereon or extend any scheduled amortization payments (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.152.13, (2) waiving the applicability of any post-default increase in interest rates or rates, (3) any financial covenant, (4) waiver of any Default or Event of Default under Section 8.01(a) or (b5) the waiver of any “most favored nation” pricing requirement contained in Section 2.16), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of (x) the waiver of any post-default increase in interest rates, (y) any financial covenant, or (z) waiver of any Default or Event of Default under Section 8.01(a)Default), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)Lender; (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (F) modifications amend, waive or otherwise modify the portion of the definition of “Interest Period” that provides for one, two, three or six month intervals to Section 2.16(b)(i)automatically allow intervals in excess of six months, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender,: (A) amend, modify, terminate or waive any provisions of Section 2.072.07, 2.14, 8.03 or 10.04 or any other provisions relating to pro rata sharing and pro rata payment (except, in each case, as provided herein in connection with (w) any buy back of Term Loans by the Parent Borrower pursuant to Section 2.13(a)(iv) or Section 10.06(h), (x) any Incremental Amendment, (y) any Refinancing Amendment or (z) any Extension Amendment); (B) release the Parent Borrower or any other Borrower from all or substantially all of its obligations hereunder, hereunder except in connection with transactions permitted under this Agreement; (BC) release all or substantially all (or substantially all of the value of the the) guaranty obligations of the Guarantors other Credit Parties under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (CD) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (DE) amend amend, modify or modify waive any provisions provision of this Section 2.16(b) 10.12 or Section 8.03 hereof or Section 4.02 any other provision of any of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without Loan Documents pursuant to which the consent or approval of each Lender directly and adversely affected thereby;all Lenders is required; or (EF) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is required, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, explicitly required;and (iii) this Agreement may be amended with only the written consent of the Parent Borrower, the Parent Borrower and the Administrative Agent to effect the provisions of Section 2.18 2.16, Section 2.17 or Section 2.19 2.18 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement Amendment, Extension Amendment or Extension Refinancing Amendment, as applicable;; and (iv) no changethe amendments, waiver or other modification modifications, waivers and/or consents described in this clause (iv) shall without require the written consent only of the Super Majority Required Revolving Lenders (other than clause (D)(ii)): (A) increase the advance rates set forth in amend or otherwise modify the definition of “Borrowing Base,” Required Revolving Lenders”; (B) make amend or otherwise modify Section 7.06 (or for the purposes of determining compliance with Section 7.06, any defined term used therein); (C) amend or otherwise modify or waive any condition precedent to any Credit Event under the Revolving Facility; (D) amend or otherwise waive or consent to (i) any Default or Event of Default resulting from a breach of Section 7.06 or (ii) any other change in such definitions Default or Event of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, Default if as a result thereof, thereof the amounts available conditions precedent to be borrowed by any Credit Event under the Borrower Revolving Facility would be increasedsatisfied; provided that in respect of this clause (ii), the foregoing shall not limit the Permitted Discretion consent of the Administrative Agent to add, remove, reduce or increase any Reserves (subject Required Lenders shall be required in addition to the terms hereinRequired Revolving Lenders for any such amendment, waiver or consent; or (E) alter the rights or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid remedies of the Required Revolving Lenders arising pursuant to any Article VIII as a result of clauses (a) through (d) a breach of Section 8.037.06; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment amendment, modification, waiver and/or consent (A) that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other ClassesClasses or (B) that amends or otherwise modifies or waives any condition precedent to any Credit Event with respect to such Class of Commitments); provided that, with respect to Revolving Commitments and Revolving Loans, if there are two or more Lenders of such Class of Commitments or Loans, then such consent shall require at least two unaffiliated Lenders; and (vi) this Agreement may be amended with only the written consent of the Parent Borrower and the Administrative Agent as provided in Section 2.19(b). Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 10.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of the Required Revolving Lenders, and any LC Issuer directly and adversely affected thereby (in addition to the Required Lenders)thereby. No provision of Article IX may be amended without the consent of the Administrative Agent and no no. No provision of Section 2.04 may be amended without the consent of the Required Revolving Lenders, and any Swing Line Lender directly and adversely affected thereby (in addition to the Required Lenders)affected. (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.1210.12) waive the provisions of Section 7.03 7.01 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.01, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; ;, (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code UCC sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e10.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 10.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each each, a “Non-Consenting Lender”) ), then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (x) require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Parent Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.0610.06(h) and Section 2.13(a)(iv) (other than any requirement that such purchase be made at a discount to par)) that shall assume such obligationsobligations or (y) so long as no Event of Default shall have occurred and be continuing and, with the express written consent of the Required Lenders, terminate the applicable Commitment of such Lender or LC Issuer, as the case may be, in its entirety, in accordance with Section 2.12(c) (other than any minimum amount requirement) and (1) in the case of a Lender (other than an LC Issuer), repay all applicable Obligations of the Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such replacement of, or termination date and (2) in the case of an LC Issuer, repay all obligations of the Borrower owing to such LC Issuer relating to the Loans and participations held by such LC Issuer as of such replacement or termination date and cancel or backstop on terms reasonably satisfactory to such LC Issuer any Letters of Credit issued by it; provided that (i) in the case of any such termination of Commitments with respect to a Non-Consenting Lender such termination shall be sufficient (together with all other consenting Lenders including any replacement Lender) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents and (ii) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Parent Borrower (in the case of all other amounts, including any amounts due under Section 3.03(b)(v), any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 2.11(h), Section 3.01 or 3.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including including, without limitation, as provided in (x) Section 2.11(g) with respect to the implementation of a Benchmark Replacement Rate or Benchmark Conforming Changes (as set forth therein) and (y) Sections 2.18 and 2.19, neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected thereby: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender Xxxxxx (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest); (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2) waiving the applicability of any post-default increase in interest rates or (3) waiver of any Default or Event of Default under Section 8.01(a) or (b), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of the waiver of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender Xxxxxx (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification); (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender, (A) release the Borrower from all or substantially all of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the guaranty obligations of the Guarantors under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (C) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is required, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, explicitly required; (iii) this Agreement may be amended with only the written consent of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicable; (iv) no change, waiver or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby (in addition to the Required Lenders). No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12) waive the provisions of Section 7.03 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.03, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Agreement, such Equity Interests (but not any proceeds thereof) shall be automatically released from the Collateral Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Party, including the filing of proofs of claim in any insolvency proceeding. (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 3.01 or 3.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 2.18, 2.19, 2.20 and 2.1911.06(g), neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Parent Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected thereby:thereby (but not the Required Lenders): (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Initial Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest); (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or premium (or extend the time period during which such premium is payable) thereon or extend any scheduled amortization payments (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2) waiving the applicability of any post-default increase in interest rates or rates, (3) any financial covenant, (4) waiver of any Default or Event of Default under Section 8.01(a) or (b5) the waiver of any “most favored nation” pricing requirement contained in Section 2.18), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of the waiver of any post-default increase in interest rates, (y) any financial covenant, or (z) waiver of any Default or Event of Default under Section 8.01(a)Default), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)Lender; (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (F) modifications amend, waive or otherwise modify the portion of the definition of “Interest Period” that provides for one, two, three or six month intervals to Section 2.16(b)(i)automatically allow intervals in excess of six months, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender, (A) release the Parent Borrower or any other Borrower from all or substantially all of its obligations hereunder, hereunder except in connection with transactions permitted under this Agreement; (B) release all or substantially all (or substantially all of the value of the the) guaranty obligations of the Guarantors other Credit Parties under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (C) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend amend, modify or modify waive any provisions provision of this Section 2.16(b) 11.12 or Section 8.03 hereof or Section 4.02 any other provision of any of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without Loan Documents pursuant to which the consent or approval of each Lender directly and adversely affected thereby;all Lenders is required; or (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is required, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, explicitly required;. (iii) this Agreement may be amended with only the written consent of the Parent Borrower, the Parent Borrower and the Administrative Agent to effect the provisions of Section 2.18 2.18, Section 2.19 or Section 2.19 2.20 upon the effectiveness of any Incremental Term Loan Assumption Agreement, Incremental Revolving Credit Assumption Agreement Agreement, Extension Amendment or Extension Refinancing Amendment, as applicable; (iv) no change, waiver or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (viv) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer directly and adversely affected thereby (in addition to the Required Lenders)thereby. No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender directly and adversely affected thereby (in addition to the Required Lenders)affected. (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12) waive the provisions of Section 7.03 7.01 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.01, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any InvestorAffiliated Lender, the Parent Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.0611.06(g) and Section 2.15(a)(v)) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Parent Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 3.01 or 3.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower Borrower, the Administrative Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) (1) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (bdefined terms used in financial covenants), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the waiver applicability of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender affected thereby, (A) release the Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the Borrower from its guaranty obligations of the Guarantors under Article X or release any Credit Party from the Guaranty, except, in each casethe case of a Subsidiary Guarantor, in connection accordance with transactions a transaction permitted under this Agreement; (C) release all or substantially all any substantial portion of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iiiE) this Agreement may be amended with only reduce the written consent percentage specified in, or otherwise modify, the definition of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicableRequired Lenders; (ivF) no change, waiver consent to the assignment or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed transfer by the Borrower would be increasedof any of its rights and obligations under this Agreement; provided that the foregoing shall not limit the Permitted Discretion or (G) amend, modify or waive any provision of the Administrative Agent to addSection 2.07(b), remove, reduce or increase any Reserves (subject to the terms hereinSection 2.14(b) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes2.14(e). Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby thereby. (in addition to the Required Lenders). c) No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any the Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan DocumentLender. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If Notwithstanding anything to the contrary contained in this Section 11.12, (x) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries of the Borrower in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. (g) If, in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) ), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourserecourse (in accordance with the restrictions contained in Section 11.06(c)), all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 3.02 and any amounts accrued and owing to such Lender under Section 3.01 3.01(a)(i), Section 3.01(c), Section 3.03 or 3Section 3.04), and (C) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender and is being replaced in accordance with this Section 11.12(g), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower Borrowers, the Agents, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however that the Borrowers and the Administrative Agent may enter into an amendment without the consent of any other Agent or the Required Lenders to effect the provisions of Section 2.18(b) upon the effectiveness of any Incremental Term Loan Assumption Agreement or Incremental Revolving Credit Assumption Agreement; provided, further however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender or increase the Total Credit Facility Amount (it being understood that a waiver other than pursuant to Section 2.18) without the consent of any condition precedent set forth in Section 4.02 or all the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender)Lenders; (B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (bdefined terms used in financial covenants), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the waiver applicability of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender affected thereby, (A) release the a Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the a Borrower from its guaranty obligations of the Guarantors under Article X or release any Credit Party from the Guaranty, except, in each casethe case of a Subsidiary Guarantor, in connection accordance with transactions a transaction permitted under this Agreement; (C) release all or substantially all any substantial portion of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iiiE) this Agreement may be amended with only reduce the written consent percentage specified in, or otherwise modify, the definition of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 Required Lenders or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicableSuper Majority Lenders; (ivF) no change, waiver or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms hereinassignment or transfer by a Borrower of any of its rights and obligations under this Agreement; or (G) amend, modify or waive any provision of Section 2.07(b), Section 2.14(b) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes2.14(e). Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby (in addition to the Required Lenders). No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders)thereby. (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, shall affect the rights or duties of, or of any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan DocumentDocument (or otherwise modify any provision in Article IX) without the consent of such Agent, no amendment, waiver or consent shall affect the rights or duties of any the Swing Line Lender under this Agreement or any other Loan Document (or otherwise modify any provision in Section 2.04) without the consent of the Swing Line Lender, and no amendment, waiver or consent shall affect the rights or duties of any LC Issuer under this Agreement or any other Loan Document (or otherwise modify any provision in Section 2.05) without the consent of such LC Issuer. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If If, in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 11.11 that requires the consent of a greater percentage of the Lenders than the Required Lenders or the Super Majority Lenders, the consent of the Required Lenders or the Super Majority Lenders, as applicable, shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) or if a Lender is a Defaulting Lender, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourserecourse (in accordance with the restrictions contained in Section 11.04(c)), all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that (A) the Borrowers shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts, including any breakage compensation under Section 3.04 3.02 and any amounts accrued and owing to such Lender under Section 3.01 3.01(a)(i), Section 3.01(c), Section 3.03 or 3Section 3.04), and (C) in the case of a Non-Consenting Lender, such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender or a Defaulting Lender and is being replaced in accordance with this Section 11.12(f), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender or Defaulting Lender, as applicable. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. (g) Notwithstanding anything herein to the contrary, unless also consented to in writing by such Secured Hedge Provider or, in the case of a Hedge Agreement provided or arranged by GE Capital or an Affiliate of GE Capital, no such amendment, waiver or consent with respect to this Credit Agreement or any other Loan Document shall (i) alter the ratable treatment of Hedging Obligations such that such Hedging Obligations become junior in right of payment to principal on the Loans or (ii) result in Hedging Obligations owing to any Secured Hedge Provider becoming unsecured (other than releases of Liens applicable to all Lenders and otherwise permitted in accordance with the terms hereof), in each case in a manner adverse to such Secured Hedge Provider.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower Borrowers and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the any Revolving Facility Termination Date, any Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates (y) any amendment or modification of defined terms used in financial covenants or (3z) waiver waiving the applicability of the MFN Protection or any Default or Event mandatory prepayment (including, for the avoidance of Default under Section 8.01(a) or (bdoubt, Excess Cash Flow)), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the waiver applicability of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)Lender; (F) modifications amend or waive any of the conditions to funding set forth in Section 2.16(b)(i), 4.02 without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);the Required Revolving Lenders; and (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender affected thereby, (A) release the any Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release the U.S. Borrower from its guaranty obligations under Article X or release any Credit Party from any Guaranty Agreement, except, in the case of a Subsidiary Guarantor, (w) in accordance with a transaction permitted under this Agreement, (x) to the extent that the release of such Subsidiary Guarantor would not result in the release of Subsidiary Guarantors having a value, in the aggregate, that constitutes all or substantially all of the value value, in the aggregate, of all Subsidiary Guarantors, collectively, (y) in the case of any U.S. Borrower Guarantor, to the extent that the release of such U.S. Borrower Guarantor would not result in the release of U.S. Borrower Guarantors having a value, in the aggregate, that constitutes all or substantially all of the guaranty obligations value, in the aggregate, of the Guarantors under U.S. Borrower Guarantors, collectively or (z) subject to the GuarantyAgreed Security Principles, exceptas would not result in the release of Non-U.S. EMEA Credit Parties having a value, in each casethe aggregate, that constitutes all or substantially all of the value, in connection with transactions permitted under this Agreementthe aggregate, of the Non-U.S. EMEA Credit Parties; (C) release all or substantially all any substantial portion of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iiiE) this Agreement may be amended with only reduce the written consent percentage specified in, or otherwise modify, the definition of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 “Required Lenders” or Section 2.19 upon the effectiveness of any Incremental “Required Revolving Credit Assumption Agreement or Extension Amendment, as applicableLenders”; (ivF) no consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement (other than as required with respect to the Holding Company Merger); or (G) amend, modify or waive any provision of Section 2.07(b), Section 2.14(b), Section 2.14(e) or Section 11.04 in a manner that would alter the pro rata sharing of payments required thereby. (iii) any amendment, change, waiver or other modification shall without to the written consent Fee Letter shall, in each case, be effective if in writing and signed by each of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classesparties thereto. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby thereby. (in addition to the Required Lenders). c) No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty Guarantor or whose stock is pledged pursuant to the Collateral Agreementany Security Document, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Agreement applicable Security Documents and such Subsidiary shall be automatically released from the applicable Guaranty Agreement; and (iii) the Administrative Agent shall be is hereby irrevocably authorized by each Lender to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If Notwithstanding anything to the contrary contained in this Section 11.12, (w) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries of the Applicable Borrower in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and such Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents, (x) if following the Closing Date, the Administrative Agent and the Applicable Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof, (y) the Required Revolving Lenders or the Administrative Agent or by the Administrative Agent acting at the written direction of the Required Revolving Lenders, on the one hand, and the U.S. Borrower, on the other hand, may amend, supplement or otherwise modify or waive any of the terms and provisions (and related definitions) of Section 7.07 and (z) the Administrative Agent, New Parent and the Credit Parties shall be permitted to amend the Loan Documents to implement the amendments contemplated by Section 7.02(a)(ii) in connection with a Holding Company Merger and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. (g) Notwithstanding the provisions of Section 11.12(a), this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Credit Parties (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof, and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (h) If, in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) ), then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourserecourse (in accordance with the restrictions contained in Section 11.04(c)), all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that (A) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Applicable Borrower (in the case of all other amounts, including in the case of any Non-Consenting Lender replaced in connection with a Repricing Event that occurs on or prior to the date that is six months following the Closing Date, a premium in an amount equal to 1.00% of the outstanding principal amount of the Term Loans of such Non-Consenting Lender that are the subject of such Repricing Event, any breakage compensation under Section 3.04 3.02 and any amounts accrued and owing to such Lender under Section 3.01 3.01(a)(i), Section 3.01(c), Section 3.03 or 3Section 3.04), and (B) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender and is being replaced in accordance with this Section 11.12(h), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender. Notwithstanding the foregoing, each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power of attorney shall be coupled with an interest) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.06 on behalf of a Non-Consenting Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.06. (i) Any Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent hereunder shall be restricted as set forth in the definition of “Required Lenders,” except that, subject to Section 11.12(a), (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (ii) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that (A) by its terms affects any Defaulting Lender more adversely than other affected Lenders, (B) increases or extends the Commitment of any such Defaulting Lender, (C) reduces the principal of or the rate of interest for Loans of such Defaulting Lender, or fees or other amounts payable hereunder or under any other Loan Document to such Defaulting Lender or (D) amends or modifies any provision of this paragraph shall require the consent of such Defaulting Lender. (j) No Lender consent shall be required to effect an Additional Credit Extension Amendment entered into pursuant to Section 2.17, 2.18, 2.19, 2.20 or 2.21. In connection therewith, the Borrowers, the Administrative Agent and the Lenders providing the Incremental Term Loan Commitments, Incremental Revolving Credit Commitments, Extended Revolving Commitments, Refinancing Term Loans or Replacement Revolving Commitments, as applicable, may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 11.12(j) and this Section 11.12(j) shall supersede any provisions of this Agreement to the contrary.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (bdefined terms used in financial covenants), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the waiver applicability of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)Lender; (F) modifications amend or waive any of the conditions to funding set forth in Section 2.16(b)(i), 4.02 without the written consent of such Lender (it being understood that a waiver at least two Lenders whose aggregate Revolving Facility Exposure and Unused Revolving Commitment constitute more than 50% of any Default or Event the sum of Default shall not constitute such a modification);the Aggregate Revolving Facility Exposure and the Unused Total Revolving Commitment; and (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender affected thereby, (A) release the Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the Borrower from its guaranty obligations of the Guarantors under Article X or release any Credit Party from the Guaranty, except, in each casethe case of a Subsidiary Guarantor, in connection accordance with transactions a transaction permitted under this Agreement; (C) release all or substantially all any substantial portion of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iiiE) this Agreement may be amended with only reduce the written consent percentage specified in, or otherwise modify, the definition of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicableRequired Lenders; (ivF) no consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; or (G) amend, modify or waive any provision of Section 2.07(b), Section 2.14(b), Section 2.14(e) or Section 11.04 in a manner that would alter the pro rata sharing of payments required thereby. (iii) any amendment, change, waiver or other modification shall without the written consent of the Super Majority Lenders to (A) increase the advance rates set forth in the definition of “Borrowing Base,” Administrative Agent Fee Letter and/or (B) make any other change the Fee Letter shall, in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” each case, be effective if in writing and “Value” if, as a result thereof, the amounts available to be borrowed signed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion each of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classesparties thereto. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby thereby. (in addition to the Required Lenders). c) No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any the Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan DocumentLender. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If Notwithstanding anything to the contrary contained in this Section 11.11, (x) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries of the Borrower in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. (g) Notwithstanding the provisions of Section 11.12(a), this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Credit Parties (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof, and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. (h) If, in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 11.11 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) ), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourserecourse (in accordance with the restrictions contained in Section 11.04(c)), all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that (A) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 3.02 and any amounts accrued and owing to such Lender under Section 3.01 3.01(a)(i), Section 3.01(c), Section 3.03 or 3Section 3.04), and (B) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender and is being replaced in accordance with this Section 11.12(f), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender. (i) Any Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent hereunder shall be restricted as set forth in the definition of Required Lenders, except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (ii) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that (A) by its terms affects any Defaulting Lender more adversely than other affected Lenders, (B) increases or extends the Commitment of any such Defaulting Lender, (C) reduces the principal of or the rate of interest for Loans of such Defaulting Lender, or fees or other amounts payable hereunder or under any other Loan Document to such Defaulting Lender or (D) amends or modifies any provision of this paragraph shall require the consent of such Defaulting Lender. (j) No Lender consent shall be required to effect an Incremental Amendment except as expressly provided in Section 2.17. In connection therewith, the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments, as applicable, may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 11.12(j) and this Section 11.12(j) shall supersede any provisions of this Agreement to the contrary.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected thereby: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest); (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2) waiving the applicability of any post-default increase in interest rates or (3) waiver of any Default or Event of Default under Section 8.01(a) or (b), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of the waiver of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification); (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender, (A) release the Borrower from all or substantially all of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the guaranty obligations of the Guarantors under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (C) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is required, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, explicitly required; (iii) this Agreement may be amended with only the written consent of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicable; (iv) no change, waiver or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby (in addition to the Required Lenders). No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12) waive the provisions of Section 7.03 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.03, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Agreement, such Equity Interests (but not any proceeds thereof) shall be automatically released from the Collateral Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Party, including the filing of proofs of claim in any insolvency proceeding. (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 3.01 or 3.outstanding

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower Borrower, the Administrative Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender)Lxxxxx; (B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2) waiving the applicability of any post-default increase in interest rates or (3) waiver of any Default or Event of Default under Section 8.01(a) or (brates), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the waiver applicability of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lxxxxx; and (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender affected thereby, (A) release the Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the Borrower from its guaranty obligations of the Guarantors under Article X or release any Credit Party from the Guaranty, except, in each casethe case of a Guarantor, in connection accordance with transactions a transaction permitted under this Agreement, or subordinate such guaranty obligations or Guaranty or any other Obligations under the Loan Documents to any obligations in respect of any other Indebtedness; (C) release release, or subordinate the Lien in favor of the Collateral Agent on, all or substantially all any substantial portion of the Collateral, except in connection with a transaction permitted under this Agreement,; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (E) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; (F) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; or (G) amend, modify or waive any provision of Section 2.07(b), Section 2.14(b), Section 2.14(e), Section 8.03, or Section 11.03, or modify the definition of Defaulting Lender; and (iii) notwithstanding the foregoing, the amendment, modification or waiver of (i) Section 4.02 or any other provision of this Agreement may if the effect of such amendment, modification or waiver is to require the applicable Lenders (pursuant to, in the case of any such amendment to a provision hereof other than Section 4.02, any substantially concurrent request by the Borrower for a borrowing of the Revolving Loans or issuance of Letters of Credit) to make Revolving Loans when such Lenders would not otherwise be amended with required to do so, (ii) the amount of the Swing Line Commitment or (iii) the amount of the LC Commitment Amount, in each case, shall only require the written consent of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Lenders whose Revolving Credit Assumption Agreement or Extension Amendment, as applicable; (iv) no change, waiver or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding Facility Exposure constitutes more than 50% of any Class the sum of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other ClassesAggregate Revolving Facility Exposure. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby thereby. (in addition to the Required Lenders). c) No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any the Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan DocumentLender. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If Notwithstanding anything to the contrary contained in this Section 11.11, (x) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries of the Borrower in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof. (g) If, in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) ), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourserecourse (in accordance with the restrictions contained in Section 11.06, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 3.02 and any amounts accrued and owing to such Lender under Section 3.01 3.01(a)(i), Section 3.01(c), Section 3.03 or 3Section 3.04), and (C) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender and is being replaced in accordance with this Section 11.12(f), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (h) No Lender consent shall be required to effect an Incremental Amendment except as expressly provided in Section 2.17. In connection therewith, the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments, as applicable, may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower. (i) Any amendment, waiver or consent with respect to this Agreement or any of the other Loan Documents that (i) amends or modifies this Section 11.12, (ii) except to the extent that the Lenders are similarly adversely impacted, modifies any other provision of Loan Agreement or other Loan Document in a manner that adversely impacts the rights of an Designated Hedge Creditor: (x) with respect to the priority hereunder or thereunder of any security for any Hedging Obligations (including, without limitation, the definitions of Secured Hedge Provider, Designated Hedge Creditor, Secured Parties, Obligations, Designated Hedge Agreement and Hedging Obligations and the provisions of Section 8.03), or (y) as an indemnitee hereunder or thereunder; or (iii) imposes any additional obligations on a Designated Hedge Creditor, in each case under this Section 11.12 shall, in addition to the consent of the applicable Lenders, require the consent of any Designated Hedge Creditor.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower Borrower, the Administrative Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2) waiving the applicability of any post-default increase in interest rates or (3) waiver of any Default or Event of Default under Section 8.01(a) or (brates), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the waiver applicability of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender affected thereby, (A) release the Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the Borrower from its guaranty obligations of the Guarantors under Article X or release any Credit Party from the Guaranty, except, in each casethe case of a Guarantor, in connection accordance with transactions a transaction permitted under this Agreement; (C) release all or substantially all any substantial portion of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iiiE) this Agreement may be amended with only reduce the written consent percentage specified in, or otherwise modify, the definition of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicableRequired Lenders; (ivF) no change, waiver consent to the assignment or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed transfer by the Borrower would be increasedof any of its rights and obligations under this Agreement; provided that the foregoing shall not limit the Permitted Discretion or (G) amend, modify or waive any provision of the Administrative Agent to addSection 2.07(b), removeSection 2.14(b), reduce or increase any Reserves (subject to the terms hereinSection 2.14(e) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.0311.03; and (viii) notwithstanding the consent foregoing, if the waiver is a waiver of a condition to make a Revolving Loan after the Closing Date, only Lenders holding whose Revolving Facility Exposure constitute more than 50% of any Class the sum of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other ClassesAggregate Revolving Facility Exposure need consent. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby thereby. (in addition to the Required Lenders). c) No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any the Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan DocumentLender. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty Guaranty; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If Notwithstanding anything to the contrary contained in this Section 11.11, (x) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries of the Borrower in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof. (g) If, in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) ), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourserecourse (in accordance with the restrictions contained in Section 11.06, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 3.02 and any amounts accrued and owing to such Lender under Section 3.01 3.01(a)(i), Section 3.01(c), Section 3.03 or 3Section 3.04), and (C) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender and is being replaced in accordance with this Section 11.12(f), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (h) No Lender consent shall be required to effect an Incremental Amendment except as expressly provided in Section 2.17. In connection therewith, the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments, as applicable, may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Credit Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant has a Participation Interest beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (bdefined terms used in financial covenants), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing Reimbursement Obligation as to which any Lender is an LC Participanthas a Participation Interest, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the waiver applicability of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) fees to which any Lender is entitled hereunderhereunder or under any other Credit Document, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender,: (A) release the Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreementhereunder without the written consent of each Lender; (B) release all the Borrower or substantially all any other Credit Party from obligations under Article X without the written consent of the value of the guaranty obligations of the Guarantors under the Guarantyeach Lender affected thereby, except, in each casethe case of a Guarantor, in connection accordance with transactions a transaction permitted under this Agreement, or release GPM Investments from the GPM Investments Guaranty without the written consent of each Lender affected thereby; (C) release all or substantially all of the CollateralCollateral without the written consent of each Lender, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 9.1, Section 2.11 or any other provision of any of the Loan Credit Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iii) this Agreement may be amended with only required without the written consent of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicableeach Lender affected thereby; (ivE) no reduce the percentage specified in, or otherwise modify, the definition of (1) Required Lenders without the written consent of each Lender, (2) Required Revolving Lenders without the written consent of each Revolving Lender or (3) Required Term Lenders without the written consent of each Term Lender; (F) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement without the written consent of each Lender; or (G) amend, modify or waive any provision of Section 2.7(b)(ii), Section 2.11(b) or Section 9.7(b) without the written consent of each Lender affected thereby. Notwithstanding the foregoing, any amendment, change, waiver or other modification pursuant to this Section 9.1 affecting only the Revolving Lenders or the Term Lenders, as applicable, shall without only require the written consent agreement or direction of the Super Majority Required Revolving Lenders (A) increase or the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in Required Term Lenders, respectively, for such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” ifamendment, as a result thereofchange, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce waiver or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classesmodification. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 2.3 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer Issuing Lender adversely affected thereby thereby. (in addition to the Required Lenders). c) No provision of Article IX VIII may be amended without the consent of the Administrative Agent and no provision of Section 2.04 2.4 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders). (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan DocumentSwingline Lender. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12) waive the provisions of Section 7.03 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.03, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Agreement, such Equity Interests (but not any proceeds thereof) shall be automatically released from the Collateral Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Credit Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e9.1(d) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (fe) If in connection with Notwithstanding any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than foregoing to the Required Lenderscontrary, the consent of the Required Lenders shall have been obtained but Borrower and the consent of a Lender whose consent is required other Credit Parties shall not have been obtained be required for any amendment, modification or waiver of the provisions of Article VIII (each a “Non-Consenting Lender”other than the provisions of Section 8.9). (f) then Notwithstanding any of the Borrower mayforegoing to the contrary, at its sole expense and effort, upon notice to such Lender the Credit Parties and the Administrative Agent, require without the consent of any Lender, may enter into any amendment, modification or waiver of any Credit Document, or enter into any new agreement or instrument, to (i) effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or (ii) correct any obvious error or omission of a technical nature, in each case that is immaterial (as determined by the Administrative Agent), in any provision of any Credit Document, if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. (g) Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (i) that the Commitment of such Non-Consenting Lender may not be increased or extended without the consent of such Lender and (ii) to assign the extent such amendment, waiver or consent impacts such Defaulting Lender more than the other Lenders. (h) For the avoidance of doubt and delegatenotwithstanding any provision to the contrary contained in this Section 9.1, without recourse, all of its interests, rights and obligations under this Agreement may be amended (or amended and any other Loan Document to an Eligible Assignee (including any Investor, restated) with the Borrower or any Restricted Subsidiary written consent of the Credit Parties and the Administrative Agent in accordance with the terms of Section 11.06) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 3.01 or 32.22(f).

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower Borrower, the Administrative Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (bdefined terms used in financial covenants), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest);; or (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of the waiver of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification)Lender; (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender affected thereby, (A) release the Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted hereunder or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; (B) release all or substantially all of the value of the Borrower from its guaranty obligations of under Article X or release any Credit Party from the Guarantors Guaranty or Holdings from its guaranty obligations under the Guarantyapplicable Loan Documents, except, in each casethe case of a Subsidiary Guarantor, in connection with transactions a transaction permitted under this Agreement; (C) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required, or any other provision providing for pro rata sharing among Lenders; (E) reduce the percentage specified in, or otherwise modify, the definition of Required Lenders; (F) amend, modify or waive any provision of Section 2.06(b), Section 2.13(b), Section 2.13(e), or any other provision providing for pro rata sharing among Lenders; or (G) contractually subordinate (I) the Obligations (including any guaranty thereof), to any other Indebtedness (whether under this Agreement or otherwise), or (II) the Administrative Agent’s Lien (on behalf of the holders of the Obligations) on all or substantially all or any material portion of the Collateral granted under the Loan Documents to any other Lien, unless each adversely affected Lender has received a bona fide written offer (disclosing all material terms) to fund or otherwise provide its pro rata portion (based on the amount of the Obligations adversely affected thereby held by each such Lender) of such senior Lien financing, on substantially the same terms (including, without limitation, interest and fees, other than any reasonable and customary arrangement or similar fees or third party expense reimbursements) as offered to the other providers of such senior Lien financing; provided that, notwithstanding subclauses (I) and (II) of this clause (G), neither the Administrative Agent nor any Lender shall be prohibited from proposing or participating in a consensual or nonconsensual debtor-in-possession or similar financing in a bankruptcy or insolvency proceeding if an opportunity to participate in such financing is offered to each of the Lenders; and (iii) this Agreement may be amended with only the written consent of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendmentamendment, as applicable; (iv) no change, waiver or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the Lenders of any other Class), may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section if such Class in respect of payments pursuant to Section 8.03 or Collateral Lenders were the only Class of Lenders hereunder in a manner different than at such amendment affects other Classestime. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby (in addition to the Required Lenders). No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders)Agent. (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement or the Holdings Guaranty and Security Agreement, as applicable, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement or the Holdings Guaranty and Security Agreement, as applicable, and such Subsidiary shall be automatically released from the Guaranty or the Holdings Guaranty, as applicable; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (ed) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e11.12(d) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (e) Notwithstanding anything to the contrary contained in this Section 11.12, (x) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries of the Borrower in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. (f) If If, (x) in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) or (y) any Lender objects to the addition of a Foreign Subsidiary as a Subsidiary Guarantor pursuant to the proviso in the definition of “Subsidiary Guarantor” (an “Objecting Lender”), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without recourserecourse (in accordance with the restrictions contained in Section 11.04(c)), all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 3.02 and any amounts accrued and owing to such Lender under Section 3.01 3.01(a)(i), Section 3.01(c), Section 3.03 or 3Section 3.04), and (C) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender or Objecting Lender, as applicable, did not consent or objected to, as applicable. Each Lender agrees that, if it becomes a Non-Consenting Lender or an Objecting Lender and is being replaced in accordance with this Section 11.12(f), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender or Objecting Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. (g) Each of the parties hereto acknowledges and agrees that, if there are any Mortgaged Real Properties, any increase, extension or renewal of any of the Commitments or Loans (including the provision of any incremental credit facilities hereunder, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Revolving Loans or (iii) in connection with any Limited Condition Acquisition) shall be subject to (and conditioned upon): (1) the prior delivery of all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Mortgaged Real Properties as required by Flood Insurance Laws and as otherwise reasonably required by the Lenders and (2) the Administrative Agent shall have received written confirmation from the Lenders, flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably withheld, conditioned or delayed).

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 2.18, 2.19, 2.20 and 2.1911.06(g), neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Parent Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected thereby:thereby (but not the Required Lenders): (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Initial Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest);; Table of Contents (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or premium (or extend the time period during which such premium is payable) thereon or extend any scheduled amortization payments (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2) waiving the applicability of any post-default increase in interest rates or rates, (3) any financial covenant, (4) waiver of any Default or Event of Default under Section 8.01(a) or (b5) the waiver of any “most favored nation” pricing requirement contained in Section 2.18), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of the waiver of any post-default increase in interest rates, (y) any financial covenant, or (z) waiver of any Default or Event of Default under Section 8.01(a)Default), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)Lender; (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)Lender; (F) modifications amend, waive or otherwise modify the portion of the definition of “Interest Period” that provides for one, two, three or six month intervals to Section 2.16(b)(i)automatically allow intervals in excess of six months, without the written consent of such Lender Lender; or (it being understood that a waiver G) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders” or any Default other provision specifying the number of Lenders or Event portion of Default shall not constitute the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such a modification);Lender, and (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender, (A) release the Parent Borrower from all or substantially all of its obligations hereunder, hereunder except in connection with transactions permitted under this Agreement; (B) release the Parent Borrower’s guaranty obligations under the Guaranty or all or substantially all (or substantially all of the value of the the) guaranty obligations of the Guarantors other Credit Parties under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (C) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (FD) amend, modify or waive any provision of this Section 11.12 or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is required, or a number or specified percentage or other required grouping . Table of Lenders or Lenders having Commitments, is by the terms of such provision, explicitly required;Contents (iii) this Agreement may be amended with only the written consent of the Parent Borrower and the Administrative Agent to effect the provisions of Section 2.18 2.18, Section 2.19 or Section 2.19 2.20 upon the effectiveness of any Incremental Term Loan Assumption Agreement, Incremental Revolving Credit Assumption Agreement Agreement, Extension Amendment or Extension Refinancing Amendment, as applicable; (iv) no change, waiver or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms herein) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (viv) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer directly and adversely affected thereby (in addition to the Required Lenders)thereby. No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender directly and adversely affected thereby (in addition to the Required Lenders)affected. (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12) waive the provisions of Section 7.03 7.01 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.01, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding.. Table of Contents (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Non-Non- Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any InvestorAffiliated Lender, the Parent Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.0611.06(g) and Section 2.15(a)(v)) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Parent Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 3.01 or 3.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.16, 2.17, 2.18 and 2.1910.06(h), neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Parent Borrower and the Required Lenders (other than with respect to any amendments, modifications, waivers and/or consents contemplated in clause (iv) below, which shall only require the consent of the Required Revolving Lenders) or by the Administrative Agent acting at the written direction of the Required Lenders (or the Required Revolving Lenders, as applicable) and notice thereof is provided to the Administrative Agent; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Termination Date, the Initial Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest); (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.152.13), or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or fee or premium (or extend the time period during which such premium is payable) thereon or extend any scheduled amortization payments (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.152.13, (2) waiving the applicability of any post-default increase in interest rates or rates, (3) any financial covenant, (4) waiver of any Default or Event of Default under Section 8.01(a) or (b5) the waiver of any “most favored nation” pricing requirement contained in Section 2.16), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest); (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of the waiver of any post-default increase in interest rates, (y) any financial covenant, or (z) waiver of any Default or Event of Default under Section 8.01(a)Default), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse)Lender; (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse);Lender; or (F) modifications amend, waive or otherwise modify the portion of the definition of “Interest Period” that provides for one, two, three or six month intervals to Section 2.16(b)(i)automatically allow intervals in excess of six months, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each Lender, (A) amend, modify, terminate or waive any provisions of Section 2.07 or any other provisions relating to pro rata sharing and pro rata payment (except, in each case, as provided herein in connection with (w) any buy back of Term Loans by the Parent Borrower pursuant to Section 2.13(a)(iv) or Section 10.06(h), (x) any Incremental Amendment, (y) any Refinancing Amendment or (z) any Extension Amendment); (B) release the Parent Borrower or any other Borrower from all or substantially all of its obligations hereunder, hereunder except in connection with transactions permitted under this Agreement; (BC) release all or substantially all (or substantially all of the value of the the) guaranty obligations of the Guarantors other Credit Parties under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (CD) release all or substantially all of the Collateral, except in connection with a transaction permitted under this Agreement; (DE) amend amend, modify or modify waive any provisions provision of this Section 2.16(b) 10.12 or Section 8.03 hereof or Section 4.02 any other provision of any of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without Loan Documents pursuant to which the consent or approval of each Lender directly and adversely affected thereby;all Lenders is required; or (EF) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (F) amend, modify or waive any provision of this Section 11.12 or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is required, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, explicitly required;and (iii) this Agreement may be amended with only the written consent of the Parent Borrower, the Parent Borrower and the Administrative Agent to effect the provisions of Section 2.18 2.16, Section 2.17 or Section 2.19 2.18 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement Amendment, Extension Amendment or Extension Refinancing Amendment, as applicable;; and (iv) no changethe amendments, waiver or other modification modifications, waivers and/or consents described in this clause (iv) shall without require the written consent only of the Super Majority Required Revolving Lenders (other than clause (D)(ii)): (A) increase the advance rates set forth in amend or otherwise modify the definition of “Borrowing Base,” Required Revolving Lenders”; (B) make amend or otherwise modify Section 7.06 (or for the purposes of determining compliance with Section 7.06, any defined term used therein); (C) amend or otherwise modify or waive any condition precedent to any Credit Event under the Revolving Facility; (D) amend or otherwise waive or consent to (i) any Default or Event of Default resulting from a breach of Section 7.06 or (ii) any other change in such definitions Default or Event of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, Default if as a result thereof, thereof the amounts available conditions precedent to be borrowed by any Credit Event under the Borrower Revolving Facility would be increasedsatisfied; provided that in respect of this clause (ii), the foregoing shall not limit the Permitted Discretion consent of the Administrative Agent to add, remove, reduce or increase any Reserves (subject Required Lenders shall be required in addition to the terms hereinRequired Revolving Lenders for any such amendment, waiver or consent; or (E) alter the rights or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid remedies of the Required Revolving Lenders arising pursuant to any Article VIII as a result of clauses (a) through (d) a breach of Section 8.037.06; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment amendment, modification, waiver and/or consent (A) that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other ClassesClasses or (B) that amends or otherwise modifies or waives any condition precedent to any Credit Event with respect to such Class of Commitments); provided that, with respect to Revolving Commitments and Revolving Loans, if there are two or more Lenders of such Class of Commitments or Loans, then such consent shall require at least two unaffiliated Lenders. Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 10.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of the Required Revolving Lenders, and any LC Issuer directly and adversely affected thereby (in addition to the Required Lenders)thereby. No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of the Required Revolving Lenders, and any Swing Line Lender directly and adversely affected thereby (in addition to the Required Lenders)affected. (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.1210.12) waive the provisions of Section 7.03 7.01 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.01, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Security Agreement and such Subsidiary shall be automatically released from the Guaranty and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code UCC sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e10.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (f) If in connection with any proposed amendment, modification, termination, waiver or consent (a “Proposed Change”) with respect to any provisions hereof as contemplated by this Section 11.12 10.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”) then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (x) require such Non-Consenting Lender to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and any other Loan Document to an Eligible Assignee (including any Investor, the Parent Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.0610.06(h) and Section 2.13(a)(iv) (other than any requirement that such purchase be made at a discount to par)) that shall assume such obligationsobligations or (y) so long as no Event of Default shall have occurred and be continuing and, with the express written consent of the Required Lenders, terminate the applicable Commitment of such Lender or LC Issuer, as the case may be, in its entirety, in accordance with Section 2.12(c) (other than any minimum amount requirement) and (1) in the case of a Lender (other than an LC Issuer), repay all applicable Obligations of the Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such replacement of, or termination date and (2) in the case of an LC Issuer, repay all obligations of the Borrower owing to such LC Issuer relating to the Loans and participations held by such LC Issuer as of such replacement or termination date and cancel or backstop on terms reasonably satisfactory to such LC Issuer any Letters of Credit issued by it; provided that (i) in the case of any such termination of Commitments with respect to a Non-Consenting Lender such termination shall be sufficient (together with all other consenting Lenders including any replacement Lender) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents and (ii) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Parent Borrower (in the case of all other amounts, including any amounts due under Section 3.03(b)(v), any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 2.11(h), Section 3.01 or 3.

Amendment or Waiver; Acceleration by Required Lenders. (a) Except as otherwise expressly set forth herein, including in Sections 2.18 and 2.19, neither Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrower Company, the Administrative Agent, and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that: (i) no change, waiver or other modification shall without the written consent of each Lender directly and adversely affected therebyshall: (A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or related mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender); (B) extend or postpone the Revolving Facility Availability Period Termination Date that is applicable to any Loan or the Maturity Date without the consent of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such each Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (it being understood that the waiver of any Default or Event of Default or the waiver of (or amendment to the terms of) any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal or interest)Lender; (C) reduce the principal amount of any Loan made by any Lender (other than, for the avoidance of doubt, mandatory prepayments pursuant to Section 2.15)Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest or thereon (other than as a result of (1) the waiver of any mandatory prepayments owing pursuant to Section 2.15, (2x) waiving the applicability of any post-default increase in interest rates or (3y) waiver any amendment or modification of any Default or Event of Default under Section 8.01(a) or (bdefined terms used in financial covenants), without the written consent of such Lender) (it being understood that a waiver of any Default or Event of Default shall not constitute a reduction in principal or rate or the extension, deferral or delay of payment or excuse of the payment of principal or interest);; or (D) reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of the waiver of any post-default increase in interest rates, or waiver of any Default or Event of Default under Section 8.01(a)), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (E) reduce the rate or extend the time of payment of, or excuse the payment of, any Fees (other than default interest) fees to which any Lender is entitled hereunder, without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a reduction, extension or excuse); (F) modifications to Section 2.16(b)(i), without the written consent of such Lender (it being understood that a waiver of any Default or Event of Default shall not constitute such a modification);Lender; and (ii) no change, waiver or other modification or termination shall, without the written consent of each LenderLender affected thereby, (A) release the any Borrower from all or substantially all any of its obligations hereunder, except in connection with transactions permitted under this Agreement; (B) release all or substantially all of the value of the guaranty obligations of the Guarantors under the Guaranty, except, in each case, in connection with transactions permitted under this Agreement; (C) release all or substantially all any substantial portion of the Collateral, except in connection with a transaction permitted under this Agreement; (D) amend or modify any provisions of Section 2.16(b) or Section 8.03 hereof or Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents, in each case without the consent of each Lender directly and adversely affected thereby; (E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders,” the definition of “Super Majority Lenders” or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents, without the written consent of such Lender; or (FC) amend, modify or waive any provision of this Section 11.12 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders is requiredLenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision, provision explicitly required; (iiiD) this Agreement may be amended with only reduce the written consent percentage specified in, or otherwise modify, the definition of the Borrower and the Administrative Agent to effect the provisions of Section 2.18 or Section 2.19 upon the effectiveness of any Incremental Revolving Credit Assumption Agreement or Extension Amendment, as applicableRequired Lenders; (ivE) no change, waiver or other modification shall without the written consent of the Super Majority Lenders (A) increase the advance rates set forth in the definition of “Borrowing Base,” (B) make any other change in such definitions of “Borrowing Base,” “Eligible Credit Card Receivables,” “Eligible In-Transit Inventory,” “Eligible Inventory,” “Eligible Letter of Credit Inventory,” “Eligible Xxxxxxxx,” “Eligible Receivables,” “Eligible Unbilled Receivables,” “Inventory,” “Net Orderly Liquidation Value,” “Receivables,” “Account” and “Value” if, as a result thereof, the amounts available to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the Permitted Discretion of the Administrative Agent to add, remove, reduce or increase any Reserves (subject to the terms hereinassignment or transfer by any Borrower of any of its rights and obligations under this Agreement; or (F) amend, modify or waive any provision of Section 2.03(b), Section 2.10(b) or (C) provide that any amounts due to Designated Hedge Creditors under Designated Hedge Agreements be paid pursuant to any of clauses (a) through (d) of Section 8.03; and (v) the consent of Lenders holding more than 50% of any Class of Commitments or Loans shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments pursuant to Section 8.03 or Collateral hereunder in a manner different than such amendment affects other Classes2.10(e). Any waiver or consent with respect to this Agreement given or made in accordance with this Section 11.12 shall be effective only in the specific instance and for the specific purpose for which it was given or made. (b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby (in addition to the Required Lenders). No provision of Article IX may be amended without the consent of the Administrative Agent and no provision of Section 2.04 may be amended without the consent of any Swing Line Lender adversely affected thereby (in addition to the Required Lenders)Agent. (c) No amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document. (d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section 11.12Section) waive the provisions of Section 7.03 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.037.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the Equity Interests capital stock of a Subsidiary that is a party to the Guaranty or whose stock is pledged pursuant to the Collateral Security Agreement, such Equity Interests capital stock (but not any proceeds thereof) shall be automatically released from the Collateral Agreement and such Subsidiary shall be automatically released from the Guaranty Security Agreement; and (iii) the Administrative Agent shall be authorized to take actions deemed appropriate by it in order to evidence or effectuate the foregoing. (ed) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Loan Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e11.12(d) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Loan Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Loan Credit Party, including the filing of proofs of claim in any insolvency proceeding. (fe) If Notwithstanding anything to the contrary contained in this Section 11.11, (x) Security Documents and related documents executed by Subsidiaries of the Company in connection with any proposed amendmentthis Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, modification, termination, waiver or consent (a “Proposed Change”) supplemented and waived with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but Administrative Agent and the Company without the need to obtain the consent of a Lender whose consent any other Person if such amendment, supplement or waiver is required shall not have been obtained delivered in order (each a “Non-Consenting Lender”i) then the Borrower mayto comply with local law or advice of local counsel, at its sole expense and effort(ii) to cure ambiguities, upon notice omissions, mistakes or defects or (iii) to cause such Lender and the Administrative Agent, require such Non-Consenting Lender Security Document or other document to assign and delegate, without recourse, all of its interests, rights and obligations under be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and the Company shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document Documents if the same is not objected to an Eligible Assignee (including any Investor, in writing by the Borrower or any Restricted Subsidiary in accordance with the terms of Section 11.06) that shall assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.04 and any amounts accrued and owing to such Lender under Section 3.01 or 3.Required Lenders within five