Common use of Amendments Consents Conflicts and Waivers Clause in Contracts

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except such reductions as are contemplated by this Agreement); (iii) change the percentage of the Total Commitment or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper; or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increased. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as Unless otherwise specifically provided, (i) this Agreement may be amended only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required LendersBorrower, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may Majority Lenders and supplemented only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, of this Agreement and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower that has been approved by Majority Lenders and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved sameBorrower. (b) Any amendment to or amendment, consent or waiver under this Agreement or any Loan Paper which that purports to accomplish any of the following must be by an instrument in writing and executed by Borrower and Administrative Agent and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative AgentLender: (i) extends extend the due date or reduces decrease the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest decrease any rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder under this Agreement (except such reductions as are contemplated by this Agreement); (iii) change the percentage definition of “Applicable Margin,” “Commitment Usage,” “Committed Sum,” “Facility Committed Sum,” “Majority Lenders” or “Facility Maturity Date”; (iv) increase or decrease any one or more Lenders’ Committed Sums except as provided in this Agreement; (v) except as permitted by Section 9.10, consent to the release of all or substantially all of the Total Commitment or Revolver Commitment, or Collateral under the Security Documents; (vi) change the provisions of Section 13 to the Principal Debt which shall be required for the Lenders or detriment of any of them Lender; (vii) change any provision requiring ratable distributions to take Lenders; (viii) subject any action under Lender to a greater obligation than expressly provided in this SECTION 13.11 or any other provision of this Agreement or any Loan PaperAgreement; or (ivix) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes change this CLAUSE clause (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increasedunder this Agreement. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as Unless otherwise specifically provided, (i) this Agreement may be amended only be amended, modified or waived by an instrument in writing executed jointly by Borrower Borrower, Agent and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, Lenders and may supplemented only be supplemented by documents delivered or to be delivered in accordance with the express terms hereofof this Agreement, and (ii) the other Loan Papers may only be the subject of an amendment, modification, modification or waiver if Borrower that has been approved by Required Lenders and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved sameBorrower. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper which that purports to waive any mandatory prepayment or change the allocation of any payment among the Revolving Credit Loans, the Tranche A Loans and the Tranche B Loans must be by an instrument in writing executed by Borrower, Agent, Lenders holding at least 50% of the Revolving Credit Commitment, Lenders holding at least 50% of the Tranche A Commitment and Lenders holding at least 50% of the Tranche B Commitment. Any amendment to or consent or waiver that purports to reactivate (or would have the effect of reactivating) the Revolving Credit Commitment after its termination pursuant to SECTION 12.1 must be by an instrument in writing executed by Borrower, Agent and Lenders holding at least 50% of the Revolving Credit Commitment. Any amendment to or consent or waiver under any Loan Paper that purports to accomplish any of the following must be by an instrument in writing executed by Borrower and Agent and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative AgentLender: (i) extends extend the due date or reduces date, decrease the amount of of, or reallocate among the Tranches any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan PapersObligation; (ii) reduces the interest decrease any rate or decreases the amount of interest, fees, fees or other sums payable to Administrative Agent or Lenders hereunder under this Agreement (except such reductions as are contemplated by this Agreement); (iii) change the percentage definition of the Total Commitment "Committed Sum," "Required Lenders," "Revolving Credit Commitment," "Revolving Credit Termination Date," "Tranche A Commitment," "Tranche A Termination Date," "Tranche B Commitment," or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper; or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increased. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.Tranche B Termination Date;"

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement and the other Loan Documents may only be amended, modified modified, or waived only by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Lenders (or by Administrative Agent (EXCEPT removal acting upon directions of Administrative Agent as provided in SECTION 12) the Required Lenders), and by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper Document which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, thereby and by Administrative Agent: (i) increases the Commitment Sum of such Lender or extends such Lender's commitment hereunder; (ii) postpones or delays any date fixed by the due date Loan Documents for any payment or reduces the amount mandatory prepayment of all or any scheduled payment part of the Obligation payable to such Lender or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan PapersAdministrative Agent; (iiiii) reduces the interest rate or decreases the amount of any payment of principal, interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except any such reductions as are contemplated by this Agreement)Lender hereunder; (iiiiv) change changes the percentage definition of the Total Commitment or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper"REQUIRED LENDERS"; (v) releases a Guaranty; or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (vvi) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increased. (c) Any conflict or ambiguity between the terms and provisions herein of this Agreement and terms and provisions in any other Loan Paper Document shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified modified, or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper Document which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends postpones or delays any date fixed by the due date Loan Documents for any payment or reduces the amount mandatory prepayment of all or any scheduled payment part of the Obligation payable to such Lender or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan PapersAdministrative Agent; (ii) reduces the interest rate or decreases the amount of any payment of principal, interest, fees, or other sums payable to Administrative Agent or Lenders any such Lender hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage definition of the Total Commitment or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper"REQUIRED LENDERS"; or (iv) except as otherwise permitted by changes the order of application of any Loan Paper, waives compliance with, amends, payment or releases (prepayment set forth in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increased. (c) Any conflict or ambiguity between the terms SECTIONS 3.3 and provisions herein and terms and provisions 3.12 in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.manner

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents (other than the Fee Letter) may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), Administrative Agent, have approved same. (b) Any ; provided that no such amendment to or consent or waiver under this Agreement shall, unless signed by each Lender directly affected thereby, (i) increase the Commitment of such Lender, (ii) reduce the principal of or rate of interest on any Unreimbursed Amount or Borrowing or any Loan Paper which purports to accomplish fees or other amounts payable hereunder, (iii) postpone any date fixed for the payment of any scheduled installment of principal of or interest on any Unreimbursed Amount or Borrowing or any fees or other amounts payable hereunder or for termination of any of the following must be by an instrument in writing executed by Borrower and executed Total Commitment, (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except such reductions as are contemplated by this Agreement); (iiiiv) change the percentage of the Total Commitment or Revolver Commitmentof the unpaid principal amount of the Notes, or the number of the Principal Debt Lenders, which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 Section 13.11(a) or any other provision of this Agreement Agreement; (v) amend, modify or any Loan Paperwaive this Section 13.11(a); or (ivvi) except as otherwise permitted by any Loan Paperamend, waives compliance with, amendsmodify or waive the Pro Rata or ratable treatment of Lenders under this Agreement, or releases (in whole amend, modify or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for waive the Obligation; or (v) changes this CLAUSE (b) or any other matter specifically requiring obligation of Borrower to Cash Collateralize the consent outstanding amount of all Lenders hereunder. Without the consent Letters of such Lender, no Lender's "COMMITTED SUM" may be increasedCredit. (cb) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper Document shall be controlled by the terms and provisions herein. (dc) No course of dealing nor any failure or delay by Administrative Agent, any Lender, Credit Party or any of their respective its Representatives with respect to exercising any Right of Administrative Agent or any Lender Credit Party hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as Unless otherwise specifically provided, (i) this Agreement may be amended only be amended, modified or waived by an instrument in writing executed jointly by Borrower Borrower, Agent and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, Lenders and may supplemented only be supplemented by documents delivered or to be delivered in accordance with the express terms hereofof this Agreement, and (ii) the other Loan Papers may only be the subject of an amendment, modification, modification or waiver if Borrower that has been approved by Required Lenders and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved sameBorrower. (b) Any amendment to or consent or waiver under this Agreement or any other Loan Paper which that purports to accomplish any of the following must be by an instrument in writing executed by Borrower and Agent and executed (or approved, as the case may be) by each Lender (other than a Lender which has failed to remit its Pro Rata Part of a requested Loan that remains outstanding) directly affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends extend the due date or reduces decrease the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest decrease any rate or decreases the amount of interest, fees, fees or other sums payable to Administrative Agent or Lenders hereunder under this Agreement (except such reductions as are contemplated by this Agreement); (iii) change the percentage definition of the "Applicable Margin," "Applicable Percentage," "Commitment," "Revolving Credit Commitment," "Revolving Credit Commitment Usage," "Term Loan Commitment," "Term Loan Principal Debt," "Required Lenders," "Termination Date,""Revolving Credit Termination Date," "Term Loan Maturity Date," "Total Commitment Usage" or Revolver "Total Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper"; or (iv) except as otherwise permitted by increase or decrease any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increased. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.one or

Amendments Consents Conflicts and Waivers. (a) Except as Unless otherwise specifically provided, (i) this Agreement may be amended only be amended, modified or waived by an instrument in writing executed jointly by Borrower Borrower, Agent and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, Majority Lenders and may supplemented only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, of this Agreement and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower that has been approved by Majority Lenders and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved sameBorrower. (b) Any amendment to or amendment, consent or waiver under this Agreement or any Loan Paper which that purports to accomplish any of the following must be by an instrument in writing and executed by Borrower and Agent and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative AgentLender: (i) extends extend the due date or reduces decrease the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest decrease any rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder under this Agreement (except such reductions as are contemplated by this Agreement); (iii) change the percentage definition of "APPLICABLE MARGIN," COMMITMENT USAGE," "COMMITTED SUM," "FACILITY A COMMITTED SUM," "FACILITY B COMMITTED SUM," "MAJORITY LENDERS," "MATURITY DATE," "FACILITY A MATURITY DATE," "FACILITY B MATURITY DATE," "TOTAL COMMITMENT," or "TOTAL COMMITMENT USAGE"; (iv) increase or decrease any one or more Lenders' Committed Sums except as provided in this Agreement; (v) except as permitted by SECTION 9.10, consent to the release of all or a material portion of the Total Commitment or Revolver Commitment, or Collateral under the Security Documents; (vi) change the provisions of SECTION 13 to the Principal Debt which shall be required for the Lenders or detriment of any of them Lender; (vii) change any provision requiring ratable distributions to take Lenders; (viii) subject any action under Lender to a greater obligation than expressly provided in this SECTION 13.11 or any other provision of this Agreement or any Loan PaperAgreement; or (ivix) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes change this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increasedunder this Agreement. (c) Any conflict or ambiguity between the terms and provisions herein of this Agreement and terms and provisions in any other Loan Paper shall be is controlled by the terms and provisions hereinof this Agreement. (d) No course of dealing nor or any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate under this Agreement operates as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Majority Lenders, if required hereunderpermitted under this Agreement) to be effective, and such a waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement and the other Loan Documents may only be amended, modified modified, or waived only by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Lenders (or by Administrative Agent (EXCEPT removal acting upon directions of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper Document which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, and by Administrative AgentAgent if affected thereby: (i) increases the Commitment Sum of such Lender or extends such Lender's commitment hereunder; (ii) postpones or delays any date fixed by the due date Loan Documents for any payment or reduces the amount mandatory prepayment of all or any scheduled payment part of the Obligation payable to such Lender or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan PapersAdministrative Agent; (iiiii) reduces the interest rate or decreases the amount of any payment of principal, interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except any such reductions as are contemplated by this Agreement)Lender hereunder; (iii) change the percentage of the Total Commitment or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper; or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for changes the Obligationdefinition of "Required Lenders"; or (v) releases a Guaranty; (vi) changes this CLAUSE clause (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without ; or (vii) alters the consent rights, duties or obligations of such Lender, no Lender's "COMMITTED SUM" may be increasedAdministrative Agent. (c) Any conflict or ambiguity between the terms and provisions herein of this Agreement and terms and provisions in any other Loan Paper Document shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required LendersMajority Banks, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) Agent, by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents may only be the subject of an amendment, modification, or waiver if Borrower and Required LendersMajority Banks, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above)Agent, Administrative Agent, have approved same. Without the consent of Administrative Agent and Majority Banks, no provision of SECTION 11 may be amended, modified, or waived. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper Document which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected therebyBank, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces decreases the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment arising under Loan Documents beyond the date specified in the Loan PapersDocuments; (ii) reduces REVOLVING CREDIT AGREEMENT 48 54 the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders Banks hereunder (except such reductions as are contemplated by this Agreement); (iii) change reduces the percentage specified in the definition of the Total Commitment or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper"MAJORITY BANKS"; or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders Banks hereunder; or (v) consents to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement (except pursuant to a Reincorporation Merger in accordance with SECTION 8.11(b)). Without the consent of such LenderBank, no LenderBank's "COMMITTED SUM" under the Revolving Facility may be increased. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper Document shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any LenderBank, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender Bank hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders Majority Banks (or by all LendersBanks, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified modified, or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except removal of Administrative Agent as provided in SECTION Section 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper Document which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends postpones or delays any date fixed by the due date Loan Documents for any payment or reduces the amount mandatory prepayment of all or any scheduled payment part of the Obligation payable to such Lender or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan PapersAdministrative Agent; (ii) reduces the interest rate or decreases the amount of any payment of principal, interest, fees, or other sums payable to Administrative Agent or Lenders any such Lender hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage definition of the Total Commitment or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper"Required Lenders"; or (iv) changes the order of application of any payment or prepayment set forth in Sections 3.3 and 3.12 in any manner that materially affects such Lender or Administrative Agent; (v) except as otherwise permitted by any Loan PaperDocument, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or Guaranty; (vi) releases (in whole or in part) any material Collateral for the ObligationObligation or permits the creation, incurrence, assumption, or existence of any Lien on all or substantially all of the Collateral to secure any obligations, other than Liens securing the Obligation and the PBGC Lien; (vii) extends the Lien Triggering Date; or (vviii) changes this CLAUSE clause (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUMCommitted Sum" or "Commitment Percentage" may be increased. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper Document shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except removal of Administrative Agent as provided in SECTION 1213) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper Document which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Total Commitment beyond the date specified in the Loan PapersDocuments; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders the Credit Parties hereunder (except such reductions as are contemplated by this AgreementAgreement and reductions in the interest rate as a result of the waiver of the payment of interest at the Default Rate); (iii) change changes the percentage definition of "APPLICABLE MARGIN" (other than changes having the Total Commitment effect of increasing such Applicable Margin) or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper; "TOTAL COMMITMENT;" or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder). Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increased. (c) Any conflict amendment to or ambiguity between consent or waiver under this Agreement or any Loan Document which purports to accomplish any of the terms following must be by an instrument in writing executed by Borrower and provisions herein and terms and provisions executed (or approved, as the case may be) by each Lender, and, in the case of any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay matter affecting Administrative Agent, by Administrative Agent, any Lender, : (i) changes the definition of "PRO RATA," "PRO RATA PART," "REQUIRED LENDERS," or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given."TERMINATION DATE;"

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected therebyLender, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces the amount of any scheduled payment of the Obligation or any scheduled Commitment reduction of the Revolver Commitment Obligation arising under Loan Papers beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage definition of "APPLICABLE MARGIN" or "APPLICABLE MARGIN FOR COMMITMENT FEES" (other than changes having the Total effect of increasing such Applicable Margin or Applicable Margin for Commitment Fees)," "REQUIRED LENDERS," "COMMITMENT," "TERM LOAN MATURITY DATE," "PRO RATA," or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper; "PRO RATA PART," or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without No amendment or waiver with respect to the definition of "TERMINATION DATE" may be made without the consent of such Lender, no Lender's "COMMITTED SUM" may be increased. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and except such waiver will be effective only in the specific instance and for the specific purpose for which it is givenextensions as are contemplated by SECTION 2.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower the Company and Required Determining Lenders, and, in the case of any matter affecting the Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) Agent, by the Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower the Company and Required Determining Lenders, and, in the case of any matter affecting the Administrative Agent (EXCEPT as set forth above)Agent, the Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT 57 by Borrower the Company and executed (or approved, as the case may be) by each Lender affected therebyLender, and, in the case of any matter affecting the Administrative AgentAgent or Issuing Lender, by the Administrative AgentAgent or Issuing Lender, as applicable: (i) extends the Credit Expiration Date or the due date or reduces the amount of any scheduled payment of the Obligation or any scheduled reduction of (including interest and fees) arising under the Revolver Commitment Loan Papers beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of any scheduled payment, interest, fees, or other sums payable to the Administrative Agent or the Lenders hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage specified in the definition of the Total Commitment or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 "DETERMINING LENDERS" or any other provision hereof specifying the number or percentage of this Agreement the Lenders which are required to amend, waive, or modify any Loan Paperrights hereunder or otherwise make any determination or grant any consent hereunder; or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder; (v) consents to the assignment or transfer of the Company of any of its rights and obligations under this Agreement; (vi) releases any Guarantor from the Guaranty; (vii) change SECTION 2.1(c) in any manner that would alter the Pro Rata sharing of payments required thereby; or (viii) change SECTION 3.8 or any other provision of this Agreement that would alter the rights of Lenders with respect to Cash Collateral. Without the consent of such Lender, no Lender's "COMMITTED SUM" under the Letter of Credit Commitment may be increased. Without the consent of the Administrative Agent and Determining Lenders, no provision of SECTION 10 may be amended, modified, or waived. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by the Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of the Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by the Administrative Agent and Required Determining Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Facility B Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Determining Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except removal of Administrative Agent as provided in SECTION 12) 10), by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Facility B Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower and Required Determining Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Facility B Agreement or any Facility B Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected therebyFacility B Lender, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces decreases the amount of any scheduled payment (other than mandatory prepayments) of the Obligation or any scheduled reduction of arising under the Revolver Commitment Facility B Loan Papers beyond the date specified in the Facility B Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Facility B Lenders hereunder (except such reductions as are contemplated by this Facility B Agreement); (iii) change changes the percentage definition of "APPLICABLE MARGIN" (other than changes having the Total Commitment effect of increasing such Applicable Margin)," "DETERMINING LENDERS,""FACILITY B COMMITMENT" "PRO RATA," or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper; "PRO RATA PART," or (iv) except as otherwise permitted by any Facility B Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty guaranty (if any) or releases (in whole or in part) any material Collateral collateral, if any, for the Obligation; or (v) changes this CLAUSE (bB) or any other matter specifically requiring the consent of all Facility B Lenders hereunder. Without No amendment or waiver with respect to the definition of "FACILITY B TERMINATION DATE" or "TERM LOAN MATURITY DATE" may be made without the consent of such Lender, no Lender's "COMMITTED SUM" may be increased. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Facility B Lenders, if required hereunder) to be effective, and except such waiver will be effective only in the specific instance and for the specific purpose for which it is givenextensions as are contemplated by SECTION 2.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Determining Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except removal of Administrative Agent as provided in SECTION 12) 10), by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower and Required Determining Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected therebyLender, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces decreases the amount of any scheduled payment (other than mandatory prepayments) of the Obligation or any scheduled reduction of the Revolver Commitment arising under Loan Papers beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage definition of "APPLICABLE MARGIN" (other than changes having the Total Commitment effect of increasing such Applicable Margin)," "DETERMINING LENDERS," "COMMITMENT," "PRO RATA," or Revolver Commitment, "PRO RATA PART," or of the Principal Debt which shall be required for the Lenders (iv) increases any one or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Papermore Lender's Committed Sum; or (ivv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty guaranty (if any) or releases (in whole or in part) any material Collateral collateral, if any, for the Obligation; or (vvi) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder. No amendment or waiver with respect to the definition of "TERMINATION DATE" or "TERM LOAN MATURITY DATE" may be made without the consent of all Lenders. Without the consent of such Lender, no Lender's "COMMITTED SUM" under may be increased. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Determining Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except removal of Administrative Agent as provided in SECTION 12Section 13) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper Document which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Total Commitment beyond the date specified in the Loan PapersDocuments; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders the Credit Parties hereunder (except such reductions as are contemplated by this AgreementAgreement and reductions in the interest rate as a result of the waiver of the payment of interest at the Default Rate); (iii) change changes the percentage definition of “Applicable Margin” (other than changes having the effect of increasing such Applicable Margin) or “Total Commitment or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper; ;” or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE clause (b) or any other matter specifically requiring the consent of all Lenders hereunder). Without the consent of such Lender, no Lender's "COMMITTED SUM" ’s “Committed Sum” may be increased. (c) Any conflict amendment to or ambiguity between consent or waiver under this Agreement or any Loan Document which purports to accomplish any of the terms following must be by an instrument in writing executed by Borrower and provisions herein and terms and provisions executed (or approved, as the case may be) by each Lender, and, in the case of any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay matter affecting Administrative Agent, by Administrative Agent, any Lender, : (i) changes the definition of “Pro Rata,” “Pro Rata Part,” “Required Lenders,” or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.“Termination Date;”

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically providedprovided (including the next two sentences of this SECTION 13.11(A)), (i) this Agreement may only be amended, modified modified, or waived only by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by 56 63 documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents may only be the subject of an amendment, modification, or waiver only if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), Administrative Agent, have approved same. Except as provided in SECTION 13.11(B) below, if Borrower shall request a waiver or consent of the Required Lenders under this Agreement or any other Loan Document and deliver to Administrative Agent all information and documentation requested by Administrative Agent in connection therewith, Administrative Agent shall endeavor to promptly forward such request and related documents and information to Lenders and request that Lenders approve or deny Borrower's request within a reasonable time (but not to exceed 30 days). If Administrative Agent has not received the vote of all Lenders within 30 days after such request has been sent to Lenders, Administrative Agent, in its sole and absolute discretion, may (and is hereby authorized by Lenders to) grant such waiver or consent if 66.667% (or in the case of any amendment, consent, or waiver with respect to any covenant or requirement in Section 9.30, 81%) of Lenders voting have approved such waiver or consent. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper Document which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends postpones or delays any date fixed by the due date Loan Documents for any payment of all or reduces the amount of any scheduled payment part of the Obligation payable to such Lender or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan PapersAdministrative Agent; (ii) reduces the interest rate or decreases the amount of any payment of principal, interest, fees, or other sums payable to Administrative Agent or Lenders any such Lender hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage definition of the Total Commitment or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under "REQUIRED LENDERS," this SECTION 13.11 13.11(B), or any other provision of this Agreement or any the Loan PaperDocuments that requires the unanimous consent of Lenders; or (iv) changes the order of application of any payment or prepayment set forth in SECTIONS 3.3 and 3.12 in any manner that materially affects such Lender or Administrative Agent; (v) except as otherwise permitted by any Loan PaperDocument (including, without limitation, SECTION 6.3), waives compliance with, amends, or releases all or substantially all of the guaranties, if any; (vi) except as contemplated in whole SECTION 6.3, releases all or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material substantially all of the Collateral for the ObligationObligation or permits the creation, incurrence, assumption, or existence of any Lien on all or substantially all of the Collateral to secure any obligations, other than Liens securing the Obligation and Permitted Liens; or (vvii) changes this CLAUSE (bB) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" Committed Sum or Commitment Percentage may be increased. (c) Any conflict or ambiguity between the terms and provisions herein of this Agreement and terms and provisions in any other Loan Paper Document shall be controlled by the terms and provisions hereinof this Agreement. (d) No course of dealing nor or any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower the Company and Required Determining Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) Agent, by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower the Company and Required Determining Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above)Agent, Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed by Borrower the Company and executed (or approved, as the case may be) by each Lender affected therebyLender, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces decreases the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment arising under Loan Papers beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except such reductions as are contemplated by this Agreement); or (iii) change reduces the percentage specified in the definition of the Total Commitment or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper"Determining Lenders"; or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE clause (b) or any other matter specifically requiring the consent of all Lenders hereunder; or (v) consents to the assignment or transfer of the Company of any of its rights and obligations under this Agreement. Without the consent of such Lender, no Lender's "COMMITTED SUMCommitted Sum" under the Term Facility may be increased. Without the consent of Administrative Agent and Determining Lenders, no provision of Section 11 may be amended, modified, or waived. Each Designating Lender shall act on behalf of its Designated Lender with respect to any rights of its Designated Lender to grant or withhold any consent hereunder to the fullest extent it has been so delegated to act by its Designated Lender pursuant to its Designation Agreement. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Determining Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), Administrative Agent, have approved same. (b) Any ; provided that no such amendment to or consent or waiver under this Agreement shall, unless signed by each Lender directly affected thereby, (i) increase the Commitment of such Lender, (ii) reduce the principal of or rate of interest on any Borrowing or any Loan Paper which purports to accomplish fees or other amounts payable hereunder, (iii) postpone any date fixed for the payment of any scheduled installment of principal of or interest on any Borrowing or any fees or other amounts payable hereunder or for termination of any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, feesTotal Commitment, or other sums payable to Administrative Agent or Lenders hereunder (except such reductions as are contemplated by this Agreement); (iiiiv) change the percentage of the Total Commitment or Revolver Commitmentof the unpaid principal amount of the Notes, or the number of the Principal Debt Lenders, which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 13.11(a) or any other provision of this Agreement or any Loan Paper; or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increasedAgreement. (cb) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper Document shall be controlled by the terms and provisions herein. (dc) No course of dealing nor any failure or delay by Administrative Agent, any Lender, Credit Party or any of their respective its Representatives with respect to exercising any Right of Administrative Agent or any Lender Credit Party hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (aA) Except as otherwise specifically provided, (i) no amendment or waiver of any provision of this Agreement may only or any other Loan Document, and no consent to any departure by Borrower or any other Obligor therefrom, shall be amended, modified or waived effective unless by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting acknowledged by Administrative Agent (EXCEPT removal of Administrative Agent as provided such acknowledgment not to be unreasonably withheld), and each such waiver or consent shall be effective only in SECTION 12) by Administrative Agentthe specific instance and for the specific purpose for which given, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof; provided, and however, that no such amendment, waiver or consent shall: (i) waive any condition set forth in SECTION 7.1(A) without the written consent of each Lender, (ii) extend or increase the Commitment of any Lender without the written consent of such Lender, (iii) postpone any date fixed by this Agreement or any other Loan Papers may only be Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the subject Lenders (or any of an amendmentthem) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, modification(iv) reduce the principal of, or waiver if Borrower and Required Lendersthe rate of interest specified herein on, andany Borrowing or LC, in or (subject to CLAUSE (IV) of the case third proviso to this SECTION 14.11) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any matter affecting Administrative Agent financial ratio (EXCEPT including any change in any applicable defined term) used in determining the Applicable Margin that would result in a reduction of any interest rate on any Borrowing or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of "DEFAULT RATE" or to waive any obligation of Borrower to pay interest or LC fees as set forth above)in SECTIONS 5.3 and 5.4 at the Default Rate, Administrative Agent(v) change SECTION 3.11 or SECTION 12.8 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender, have approved same. (bvi) Any amendment change any provision of this SECTION 14.11 or the definition of "REQUIRED LENDERS" or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender, (vii) except as set forth in SECTION 6.1, discharge any Subsidiary Guarantor without the written consent of each Lender, or (viii) release all or a material portion of the Collateral Properties in any transaction or series of related transactions without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Lenders required above, affect the rights or duties of Administrative Agent under any LC Agreement relating to any LC issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by Swing Line Lender in addition to the Lenders required above, affect the rights or duties of Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Lenders required above, affect the rights or duties of Administrative Agent under this Agreement or any other Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed by Borrower Document; and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except such reductions as are contemplated by this Agreement); (iii) change the percentage of the Total Commitment or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper; or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amendsthe letter agreement between Administrative Agent and Borrower may be amended, or releases (rights or privileges thereunder waived, in whole a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or in part) disapprove any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty amendment, waiver or releases (in whole consent hereunder, except that the Commitment of such Lender may not be increased or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without extended without the consent of such Lender, no Lender's "COMMITTED SUM" may be increased. (cB) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper Document shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically providedAny provision of any Loan Document may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by Borrower and Determining Lenders (and, if SECTION 13 or the rights or duties of Agent are affected thereby, by Agent); PROVIDED THAT no such amendment or waiver shall, unless signed by all Lenders, (i) this Agreement may only be amendedincrease the Commitments, modified or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) reduce the other principal of or rate of interest on any Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper which purports to accomplish fees or other amounts payable hereunder, (iii) postpone any of date fixed for the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces the amount payment of any scheduled payment installment of the Obligation principal of or interest on any Loan or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, fees or other sums amounts payable to Administrative Agent hereunder or Lenders hereunder for termination of any Commitment, (except such reductions as are contemplated by this Agreement); (iiiiv) change the percentage of the Total Commitment or Revolver Commitment, Commitments or of the Principal Debt unpaid principal amount of the Notes, or the number of Lenders, which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 14.10 or any other provision of this Agreement or any Loan Paper; or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) release any Guarantor or any other matter specifically requiring all or substantially all of the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increasedCollateral. (cb) Any conflict or ambiguity between the terms and provisions herein of this Agreement and terms and provisions in any other Loan Paper shall be Document is controlled by the terms and provisions hereinof this Agreement. (dc) No course of dealing nor or any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate under this Agreement operates as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Determining Lenders, if required hereunderpermitted under this Agreement) to be effective, and such a waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (ai) Except as Unless otherwise specifically provided, (i) this Agreement may be amended only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required LendersBorrower, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may Majority Lenders and supplemented only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, of this Agreement and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower that has been approved by Majority Lenders and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved sameBorrower. (bii) Any amendment to or amendment, consent or waiver under this Agreement or any Loan Paper which that purports to accomplish any of the following must be by an instrument in writing and executed by Borrower and Administrative Agent and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative AgentLender: (i) extends extend the due date or reduces decrease the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest decrease any rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder under this Agreement (except such reductions as are contemplated by this Agreement); (iii) change the percentage definition of "APPLICABLE MARGIN," COMMITMENT USAGE," "COMMITTED SUM," "FACILITY COMMITTED SUM," "MAJORITY LENDERS," "MATURITY DATE" or "FACILITY MATURITY DATE"; (iv) increase or decrease any one or more Lenders' Committed Sums except as provided in this Agreement; (v) except as permitted by SECTION 9.10, consent to the release of all or a material portion of the Total Commitment or Revolver Commitment, or Collateral under the Security Documents; (vi) change the provisions of SECTION 13 to the Principal Debt which shall be required for the Lenders or detriment of any of them Lender; (vii) change any provision requiring ratable distributions to take Lenders; (viii) subject any action under Lender to a greater obligation than expressly provided in this SECTION 13.11 or any other provision of this Agreement or any Loan PaperAgreement; or (ivix) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes change this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increasedunder this Agreement. (ciii) Any conflict or ambiguity between the terms and provisions herein of this Agreement and terms and provisions in any other Loan Paper shall be is controlled by the terms and provisions hereinof this Agreement. (div) No course of dealing nor or any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate under this Agreement operates as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Majority Lenders, if required hereunderpermitted under this Agreement) to be effective, and such a waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically providedprovided in this Section 13.10 or otherwise in the Loan Documents, (i) this Agreement may only be amended, modified modified, or waived by an instrument in writing executed jointly by Borrower Borrowers and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except removal of Administrative Agent as provided in SECTION Section 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents may only be the subject of an amendment, modification, or waiver if Borrower Borrowers and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), such Administrative Agent, have approved same. (b) Any amendment to the Loan Documents which purports to change, waive, or modify the amount or timing of the mandatory prepayments required by Section 3.3(b) must be approved by Borrowers and by Supermajority Lenders. (c) Except as provided in Section 13.10(b), any amendment to or consent or waiver under this Agreement or any Loan Paper Document which purports to accomplish any of the following must be approved by an instrument in writing executed by Borrower Borrowers and executed (or approved, as the case may be) by each Lender adversely affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends postpones or delays any date fixed by the due date Loan Documents (A) for any payment (other than mandatory prepayments under Section 3.3(b)) of all or reduces the amount of any scheduled payment part of the Obligation payable to such Lender or Administrative Agent or (B) for any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan PapersCommitment; (ii) reduces the interest rate or decreases the amount of any payment of principal, interest, fees, or other sums payable to Administrative Agent or Lenders any such Lender hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage definition of the Total Commitment or Revolver Commitment"Required Lenders", "Supermajority Lenders", Section 13.10(b), or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 Section 13.10(c) or any other provision provisions of this Agreement the Loan Documents that require the unanimous consent of the Lenders; (iv) changes the order of application of any payment or prepayment set forth in Sections 3.3 and 3.12 in any Loan Papermanner that adversely affects such Lender or Administrative Agent; or (ivv) except as otherwise permitted by any Loan PaperDocument (including, waives compliance withwithout limitation, amendsSection 6.4), releases any Guaranty, Collateral, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunderLoan Party. Without the consent of such Lender, no Lender's "COMMITTED SUMCommitted Sum" or "Commitment Percentage" may be increased. (cd) As provided in Section 2.4(e) and (f), any amendment executed to effect the addition of any New Lender and all Supplemental Credit Documents with respect to each Discretionary Loan shall be executed by Restricted Borrowers, Administrative Agent, and each Discretionary Lender party to the applicable Discretionary Loan. (e) Any conflict or ambiguity between the terms and provisions herein of this Agreement and terms and provisions in any other Loan Paper Document shall be controlled by the terms and provisions herein. (df) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required requisite Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Determining Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except removal of Administrative Agent as provided in SECTION 12) 10), by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower and Required Determining Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected therebyLender, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces decreases the amount of any scheduled payment of the Obligation or any scheduled reduction of arising under the Revolver Commitment Loan Papers beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage definition of "APPLICABLE MARGIN" (other than changes having the Total Commitment effect of increasing such Applicable Margin)," "DETERMINING LENDERS," "PRO RATA," or Revolver Commitment"PRO RATA PART" (other than modifications to the definitions of "PRO RATA" or "PRO RATA PART" as a result of changes in the definition of "COMMITMENT"), or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper; or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty guaranty (if any) or releases (in whole or in part) any material Collateral collateral, if any, for the Obligation; or (v) changes this CLAUSE (b) B), SECTION 2.8 or any other matter specifically requiring the consent of all Lenders hereunder. No amendment or waiver with respect to the definition of "TERMINATION DATE" or "TERM LOAN MATURITY DATE" may be made without the consent of all 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT 57 63 Lenders. Without the consent of such Lender, no Lender's "COMMITTED SUM" under this 364-Day Facility may be increased. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except EXCEPT as otherwise specifically provided, (i) this Agreement may only be amended, modified supplemented, modified, or waived by an instrument in writing executed jointly by each Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower Borrower, any affected Loan Party (or DCCLP, if affected), and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved same. (b) Any amendment to or supplement to, or consent or waiver under under, this Agreement or any Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed by each Borrower and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except EXCEPT such reductions as are contemplated by this Agreement); (iii) change the percentage of the Total Commitment or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper; or (iv) except EXCEPT as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" Committed Sum may be increasedincreased (EXCEPT increases effected as a result of the increases in the Available Commitment upon satisfaction of the related conditions precedent thereto). (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Determining Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except removal of Administrative Agent as provided in SECTION 12) 10), by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower and Required Determining Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected therebyLender, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces decreases the amount of any scheduled payment of the Obligation or any scheduled reduction of arising under the Revolver Commitment Loan Papers beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage definition of "APPLICABLE MARGIN" (other than changes having the Total Commitment effect of increasing such Applicable Margin), "DETERMINING LENDERS," "PRO RATA," or Revolver Commitment"PRO RATA PART" (other than modifications to the definitions of "PRO RATA" or "PRO RATA PART" as a result of changes in the definition of "COMMITMENT"), or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper; or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty guaranty (if any) or releases (in whole or in part) any material Collateral collateral, if any, for the Obligation; or (v) changes this CLAUSE (b) ), SECTION 2.8 or any other matter specifically requiring the consent of all Lenders hereunder. No amendment or waiver with respect to the definition of "TERMINATION DATE" or "TERM LOAN MATURITY DATE" may be made without the consent of all Lenders. Without the consent of such Lender, no Lender's "COMMITTED SUM" SUM"under this 364-Day Facility may be increased. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Determining Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.. AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT

Amendments Consents Conflicts and Waivers. (a) Except as Unless otherwise specifically provided, (i) this Agreement may be amended only be amended, modified or waived by an instrument in writing executed jointly by Borrower Borrower, Agent and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, Majority Lenders and may supplemented only be supplemented by documents delivered or to be delivered in accordance with the express terms hereofof this Agreement, and (ii) the other Loan Papers may only be the subject of an amendment, modification, modification or waiver if Borrower that has been approved by Majority Lenders and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved sameBorrower. (b) Any amendment to or amendment, consent or waiver under this Agreement or any Loan Paper which that purports to accomplish any of the following must be by an instrument in writing and executed by Borrower and Agent and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative AgentLender: (i) extends extend the due date or reduces decrease the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest decrease any rate or decreases the amount of interest, fees, fees or other sums payable to Administrative Agent or Lenders hereunder under this Agreement (except such reductions as are contemplated by this Agreement); (iii) change the percentage definition of "APPLICABLE MARGIN," COMMITMENT USAGE," "COMMITTED SUM," "FACILITY A COMMITTED SUM," "FACILITY B COMMITTED SUM," "MAJORITY LENDERS," "MATURITY DATE," "TERM CONVERSION DATE", "FACILITY A MATURITY DATE," "FACILITY B MATURITY DATE," "TOTAL COMMITMENT USAGE" or "TOTAL COMMITMENT"; (iv) increase or decrease any one or more Lenders' Committed Sums except as provided in this Agreement; (v) except as permitted by SECTION 9.10, consent to the release of all or a material portion of the Total Commitment or Revolver Commitment, or Collateral under the Security Documents; (vi) change the provisions of SECTION 13 to the Principal Debt which shall be required for the Lenders or detriment of any of them Lender; (vii) change any provision requiring ratable distributions to take Lenders; (viii) subject any action under Lender to a greater obligation than expressly provided in this SECTION 13.11 or any other provision of this Agreement or any Loan PaperAgreement; or (ivix) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes change this CLAUSE (bB) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increasedunder this Agreement. (c) Any conflict or ambiguity between the terms and provisions herein of this Agreement and terms and provisions in any other Loan Paper shall be is controlled by the terms and provisions hereinof this Agreement. (d) No course of dealing nor or any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate under this Agreement operates as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Majority Lenders, if required hereunderpermitted under this Agreement) to be effective, and such a waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified modified, or waived by an instrument in writing executed jointly by Borrower Borrowers and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and, in the case of any matter affecting LC Issuers by LC Issuers, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents may only be the subject of an amendment, modification, or waiver if Borrower Borrowers and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper Document which purports to accomplish any of the following must be by an instrument in writing executed by Borrower Borrowers and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends postpones or delays any date fixed by the due date Loan Documents for any payment or reduces the amount mandatory prepayment of all or any scheduled payment part of the Obligation payable to such Lender or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan PapersAdministrative Agent; (ii) reduces the interest rate or decreases the amount of any payment of principal, interest, fees, or other sums payable to Administrative Agent or Lenders any such Lender hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage definitions of the Total Commitment or Revolver Commitment"REQUIRED LENDERS", or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper"PRO RATA", OR "PRO RATA PART"; or (iv) changes the order of application of any payment or prepayment set forth in SECTIONS 3.3 and 3.12 in any manner that materially affects such Lender or Administrative Agent; (v) except as otherwise permitted by any Loan PaperDocument, waives compliance with, amends, or releases (in whole all or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty substantially all of the Guaranties or the Collateral or releases ACS as a Borrower hereunder; (in whole or in partvi) any material Collateral for increases the ObligationMaximum Revolver Commitment; or (vvii) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increased. (c) Any amendment to increase any Lender's Committed Sum pursuant to SECTION 2.4 or otherwise or to add any new Lender pursuant to SECTION 2.4 or otherwise shall be executed by Borrowers and the particular existing or new Lender. (d) Any conflict or ambiguity between the terms and provisions herein of this Agreement and terms and provisions in any other Loan Paper Document shall be controlled by the terms and provisions herein. (de) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if 59 ACS CREDIT AGREEMENT required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as Unless otherwise specifically provided, (i) this Agreement may be amended only be amended, modified or waived by an instrument in writing executed jointly by Borrower Borrower, Agent and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, Lenders and may supplemented only be supplemented by documents delivered or to be delivered in accordance with the express terms hereofof this Agreement, and (ii) the other Loan Papers Documents may only be the subject of an amendment, modification, modification or waiver if Borrower that has been approved by Required Lenders and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved samerespective parties thereto. (b) Any amendment to or amendment, consent or waiver under this Agreement or any Loan Paper which Document that purports to accomplish any of the following must be by an instrument in writing and executed by Borrower and Agent and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative AgentLender: (i) extends extend the due date or reduces decrease the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan PapersDocument; (ii) reduces the interest decrease any rate or decreases the amount of interest, fees, fees or other sums payable to Administrative Agent or Lenders hereunder under this Agreement (except such reductions as are contemplated by this Agreement); (iii) change the percentage definition of the "Committed Amount," "Commitment Percentage," "Required Lenders," "Maturity Date," "Total Commitment or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders " or any of them the defined terms used in the financial covenants contained in ARTICLE VI; (iv) increase or decrease any one or more Lenders' Committed Amounts except as provided in this Agreement; (v) consent to take the release of any action portion of the Collateral under this SECTION 13.11 or any other provision the Security Documents (except for such releases as are permitted under the terms of this Agreement Agreement) having a value equal to or greater than $1,000,000 (or if the value of such Collateral when added to the value of all other Collateral released during the immediately preceding 12 month period is equal to or greater than $4,000,000); (vi) change the provisions of SECTION 11.7 to the detriment of any Loan PaperLender; (vii) change any provision requiring ratable distributions to Lenders; (viii) subject any Lender to a greater obligation than expressly provided in this Agreement; or (ivix) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes change this CLAUSE (bSECTION 11.13(b) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increasedunder this Agreement. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. An amendment of -- or an approval, consent, or waiver by Administrative Agent or by one or more Lenders under -- any Credit Document must be in writing and must be: (a) Except as otherwise specifically providedExecuted by Parent, (i) this Agreement may only be amendedCo-Borrowers, modified or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of if it purports to reduce or increase any fees payable to Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved sameCo-Borrowers. (b) Any amendment Executed by Parent, Co-Borrowers, Administrative Agent and the particular existing or new Lender if it purports (subject to Section 2.6) to increase that Lender's Commitment or consent add that Lender with a new Commitment and is accompanied, as applicable, by a new Warehouse Note for that Lender in the stated amount of its increased or waiver under this Agreement or any Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approvednew Commitment, as the case may be. (c) Executed by each Lender affected therebyParent, andCo-Borrowers, and Administrative Agent and executed or approved in the case writing by all Lenders if action of all Lenders is specifically provided in any matter affecting Administrative Agent, by Administrative Agent: Credit Document or if it purports to (i) extends except as otherwise stated in Section 12.10(a), extend the due date or reduces decrease the scheduled amount of any scheduled payment of under -- or reduce the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums amounts payable to Administrative Agent or Lenders hereunder any Lender under -- any Credit Document, (except such reductions as are contemplated by this Agreementii) change the definition of "Borrowing Base" (or any component of it); , "Commitment", "Eligible-Mortgage Loan", "Eligible-Commercial Loan", "Eligible Lease", "Eligible-Seasoned Lease", "Eligible-Seasoned Loan", "Market Value", "Required Lenders", "Stated-Termination Date", or "Termination Percentage", (iii) change the percentage of Swing Sublimit, the Total Commitment Wet Sublimit, the Second-Lien Sublimit, the Seasoned Sublimit, the Commercial Loan Sublimit or Revolver Commitmentthe Lease Sublimit, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper; or (iv) except as otherwise permitted by any Loan Paperamend Schedule 4.1, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) partially or fully release any Guaranty or any other matter specifically requiring the consent Collateral, except releases of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increasedCollateral contemplated in this agreement. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified modified, or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except removal of Administrative Agent as provided in SECTION Section 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper Document, which purports to accomplish (i) change the allocation of payments among the Facilities or Subfacilities, (ii) decrease the amount of any of the following mandatory or commitment reduction required by Section 3.3, or (iii) change this Section 13.11(b), must be by an instrument in writing executed by Borrower and by (A) the Term Loan A Lenders holding at least 66 2/3% of the Term Loan A Principal Debt thereafter; (B) the Term Loan B Lenders holding at least 66 2/3% of the Term Loan B Principal Debt; (C) the Term Loan C Lenders holding at least 66 2/3% of the Term Loan C Principal Debt; and (D) the Revolver Lenders holding at least 66 2/3% of the Revolver Commitment or, if there is no remaining Revolver Commitment, 66 2/3% of the Revolver Principal Debt. (c) Any amendment to or consent or waiver under any Loan Document which purports to change the definition of "Change of Control" as set forth in Section 1.1, to change the "Change of Control" default provisions in Section 10.8, or to amend this Section 13.11(c), must be by an instrument in writing and executed (or approved, as the case may be) by each Lender affected therebyLenders holding 75% of either, and(A) if the Revolver Commitment remains in effect, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces the amount of any scheduled payment of the Obligation or any scheduled reduction sum of the Revolver Commitment beyond plus the date specified in the Term Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, feesPrincipal Debt, or other sums payable to Administrative Agent or Lenders hereunder (except such reductions as are contemplated by this Agreement); (iiiB) change if the percentage of the Total Revolver Commitment or Revolver Commitmenthas been terminated, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper; or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increasedDebt. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents (other than the Fee Letter) may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), Administrative Agent, have approved same. (b) Any ; provided that no such amendment to or consent or waiver under this Agreement shall, unless signed by each Lender directly affected thereby, (i) increase the Commitment of such Lender, (ii) reduce the principal of or rate of interest on any Borrowing or any Loan Paper which purports to accomplish fees or other amounts payable hereunder, (iii) postpone any date fixed for the payment of any scheduled installment of principal of or interest on any Borrowing or any fees or other amounts payable hereunder or for termination of any of the following must be by an instrument in writing executed by Borrower and executed Total Commitment, (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except such reductions as are contemplated by this Agreement); (iiiiv) change the percentage of the Total Commitment or Revolver Commitmentof the unpaid principal amount of the Notes, or the number of the Principal Debt Lenders, which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 13.11(a) or any other provision of this Agreement or any Loan Paper; or (iv) except as otherwise permitted by any Loan PaperAgreement, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes amend, modify or waive this CLAUSE (bSECTION 13.11(a) or any other matter specifically requiring the consent Pro Rata or ratable treatment of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increasedunder this Agreement. (cb) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper Document shall be controlled by the terms and provisions herein.. CREDIT AGREEMENT (dc) No course of dealing nor any failure or delay by Administrative Agent, any Lender, Credit Party or any of their respective its Representatives with respect to exercising any Right of Administrative Agent or any Lender Credit Party hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement the Loan Papers may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Determining Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 1210) or LC Issuer, by Administrative AgentAgent or LC Issuer (as the case may be), and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender directly affected thereby, and, in the case of any matter affecting Administrative AgentAgent or LC Issuer, by Administrative AgentAgent or LC Issuer, as the case may be: (i) extends the due date or reduces decreases the amount of any scheduled payment (other than mandatory prepayments) of the Obligation or any scheduled reduction of arising under the Revolver Commitment Loan Papers beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage of the Total Commitment or Revolver Commitment, or of the aggregate Principal Debt or LC Exposure which shall be is required for the Lenders or any of them Lender to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paperhereunder; or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty guaranty (if any) or releases (in whole or in part) any material Collateral collateral, if any, for the Obligation; or (v) changes this CLAUSE (b) or any other matter 58 REVOLVING CREDIT AGREEMENT specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" under this Agreement may be increased. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Determining Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. An amendment of -- or an approval, consent, or waiver by Agent or by one or more Lenders under -- any Loan Paper must be in writing and must be: (a) Except as otherwise specifically provided, Executed by the Companies and Agent if it purports to (i) remove as a party to this Agreement may only be amended, modified agreement any Lender whose Commitment has been fully terminated under Section 2.5 or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) reduce or increase any fees payable to Agent by the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved sameCompanies. (b) Any amendment Executed by the Companies and the particular Depositary if it purports to change -- subject to the terms of this agreement -- the terms of that Depositary's Balance-Carry-Forward Agreement. (c) Executed by the Companies, Agent, and the particular Lender if it purports to partially terminate or consent -- subject to Section 2.5 -- increase that Lender's Commitment under Section 2.5 and is accompanied, as applicable, by the prepayment to that Lender due because of that partial termination and by either an Interim Note payable to that Lender in the amount of that Lender's Commitment increase under Section 2.5(a) or waiver under this Agreement a replacement Associates Note payable to that Lender in the amount of its reduced or increased Commitment. (d) Executed by the Companies and Agent and executed or approved in writing by all Lenders if action of all Lenders is specifically provided in any Loan Paper which or if it purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends except as otherwise stated in this Section 12.11, extend the due date or reduces decrease the scheduled amount of any scheduled payment of under -- or reduce the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums amounts payable to Administrative Agent or Lenders hereunder any Lender under -- any Loan Paper, (except such reductions as are contemplated by this Agreementii) change the definition of Borrowing Base (or any component of it); , Commitment Percentage, Determining Lenders, Eligible-Foreclosure Receivable, Eligible-Gestation Collateral, Eligible-Mortgage Collateral, Eligible-P&I Receivable, Eligible-T&I Receivable, Market Value, Stated-Termination Date, or Termination Percentage, (iii) change the percentage of the Total Commitment partially or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders fully release any guaranty or any Collateral except releases of them to take any action under Collateral contemplated in this SECTION 13.11 or any other provision of this Agreement or any Loan Paper; agreement, or (iv) except as otherwise permitted by any Loan Paperchange or waive compliance with Sections 3.2, waives compliance with3.5, amends3.6, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender4.5, no Lender's "COMMITTED SUM" may be increased4.8, 4.9, 5, 9, 10.1, 10.2, 10.9, 10.10, 12.1,or 12.11. (ce) Any conflict Otherwise (i) for this agreement, executed by the Companies, Agent, and Determining Lenders, or ambiguity between (ii) for other Loan Papers, approved in writing by Determining Lenders and executed by the terms Companies, Agent, and provisions herein and terms and provisions in any other party to that Loan Paper shall be controlled by the terms and provisions hereinPaper. (da) reflecting those changes. No course of dealing nor or any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate under the Loan Papers operates as a waiver thereofof that Right. A An approval, consent, or waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be is only effective only in for the specific instance and for the specific purpose for which it is given. The Loan Papers may only be supplemented by agreements, documents, and instruments delivered according to their respective express terms.

Amendments Consents Conflicts and Waivers. An amendment of -- or an approval, consent, or waiver by Administrative Agent or by one or more Lenders under -- any Credit Document must be in writing and must be: (a) Except as otherwise specifically providedExecuted by Parent, (i) this Agreement may only be amendedCo-Borrowers, modified or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of if it purports to reduce or increase any fees payable to Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved sameCo-Borrowers. (b) Any amendment Executed by Parent, Co-Borrowers, Administrative Agent and the particular existing or new Lender if it purports (subject to Section 2.6) to increase that Lender's Commitment or consent add that Lender with a new Commitment and is accompanied, as applicable, by a new Warehouse Note for that Lender in the stated amount of its increased or waiver under this Agreement or any Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approvednew Commitment, as the case may be. (c) Executed by each Lender affected therebyParent, andCo-Borrowers, and Administrative Agent and executed or approved in the case writing by all Lenders if action of all Lenders is specifically provided in any matter affecting Administrative Agent, by Administrative Agent: Credit Document or if it purports to (i) extends except as otherwise stated in Section 12.10(a), extend the due date or reduces decrease the scheduled amount of any scheduled payment of under -- or reduce the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums amounts payable to Administrative Agent or Lenders hereunder any Lender under -- any Credit Document, (except such reductions as are contemplated by this Agreementii) change the definition of "Borrowing Base" (or any component of it); , "Commitment", "Eligible-Mortgage Loan","Eligible-Commercial Loan", "Eligible-Seasoned Loan", "Eligible-High LTV Loan", "Market Value", "Required Lenders", "Stated-Termination Date", or "Termination Percentage", (iii) change the percentage of Swing Sublimit, the Total Commitment or Revolver CommitmentWet Sublimit, the Second-Lien Sublimit, the Seasoned Sublimit, the High LTV Sublimit, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Commercial Loan Paper; or Sublimit, (iv) except as otherwise permitted by any Loan Paperamend Schedule 4.1, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) partially or fully release any Guaranty or any other matter specifically requiring the consent Collateral, except releases of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increasedCollateral contemplated in this agreement. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically providedprovided in this SECTION 13.10 or otherwise in the Loan Documents, (i) this Agreement may only be amended, modified modified, or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except removal of Administrative Agent as provided in SECTION 1213) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), such Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper Document which purports to accomplish any of the following must be by an instrument in writing executed approved by Borrower and executed (or approved, as the case may be) by each Lender adversely affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends postpones or delays any date fixed by the due date Loan Documents for any payment of all or reduces the amount of any scheduled payment part of the Obligation payable to such Lender or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan PapersAdministrative Agent; (ii) reduces the interest rate or decreases the amount of any payment of principal, interest, fees, or other sums payable to Administrative Agent or Lenders any such Lender hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage definition of the Total Commitment "REQUIRED TERM LOAN AND SECURITY AGREEMENT LENDERS" or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 13.10(b) or any other provision provisions of this Agreement or any the Loan PaperDocuments that require the unanimous consent of the Lenders; or (iv) except as otherwise permitted by changes the order of application of any Loan Paper, waives compliance with, amends, payment or releases (prepayment set forth in whole SECTIONS 3.3 and 3.12 in any manner that adversely affects such Lender or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the ObligationAdministrative Agent; or (v) changes this CLAUSE (b) releases all or any other matter specifically requiring a substantial portion of the consent of all Lenders hereunderCollateral. Without the consent of such Lender, no Lender's "COMMITTED SUMCOMMITMENT PERCENTAGE" may be increased. (c) Any conflict or ambiguity between the terms and provisions herein of this Agreement and terms and provisions in any other Loan Paper Document shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required requisite Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected therebyLender, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment or any Acquisition Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage definition of "APPLICABLE MARGIN" or "APPLICABLE MARGIN FOR COMMITMENT FEES" (other than changes having the Total effect of increasing such Applicable Margin or Applicable Margin for Commitment Fees)," "REQUIRED LENDERS," "TOTAL COMMITMENT," "REVOLVER COMMITMENT," "TERMINATION DATE," "PRO RATA," or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper; "PRO RATA PART," or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" or "ACQUISITION COMMITMENT" for any Acquisition Loan may be increased. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), Administrative Agent, have approved same. (b) Any ; provided that no such amendment to or consent or waiver under this Agreement shall, unless signed by each Lender directly affected thereby, (i) increase the Commitment of such Lender, (ii) reduce the principal of or rate of interest on any Unreimbursed Amount or Borrowing or any Loan Paper which purports to accomplish fees or other amounts payable hereunder, (iii) postpone any date fixed for the payment of any scheduled installment of principal of or interest on any Unreimbursed Amount or Borrowing or any fees or other amounts payable hereunder or for termination of any of the following must be by an instrument in writing executed by Borrower and executed Total Commitment, (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except such reductions as are contemplated by this Agreement); (iiiiv) change the percentage of the Total Commitment or Revolver Commitmentof the unpaid principal amount of the Notes, or the number of the Principal Debt Lenders, which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 13.11(a) or any other provision of this Agreement or any Loan PaperAgreement; or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes amend, modify or waive this CLAUSE SECTION 13.11(a), or (bvi) amend, modify or any other matter specifically requiring waive the consent Pro Rata or ratable treatment of all Lenders hereunder. Without under this Agreement, or amend, modify or waive the consent obligation of such Lender, no Lender's "COMMITTED SUM" may be increasedBorrower to Cash Collateralize the outstanding amount of Letters of Credit. (cb) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper Document shall be controlled by the terms and provisions herein. (dc) No course of dealing nor any failure or delay by Administrative Agent, any Lender, Credit Party or any of their respective its Representatives with respect to exercising any Right of Administrative Agent or any Lender Credit Party hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement the Loan Papers may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Determining Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) 10), by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender directly affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces decreases the amount of any scheduled payment (other than mandatory prepayments) of the Obligation or any scheduled reduction of arising under the Revolver Commitment Loan Papers beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage of the Total Commitment or Revolver Commitment, or of the Principal Debt which shall be is required for the Lenders or any of them Lender to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paperhereunder; or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty guaranty (if any) or releases (in whole or in part) any material Collateral collateral, if any, for the Obligation; or (v) changes this CLAUSE (b) ), or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" under this 364-Day Facility may be increased. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Determining Lenders (or by all Lenders, if required hereunder) 364-DAY REVOLVING CREDIT AGREEMENT to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified modified, or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved same. (b) Any amendment to the Loan Documents which purports to (i) change the allocation of payments among the Facilities or Subfacilities or (ii) decrease the amount of any mandatory payment or commitment reduction required by SECTION 3.3(b)(iii) (from Equity Issuance) or SECTION 3.3(c) (from Excess Cash Flow) must be by an instrument in writing executed by Borrower and by (A) the Term Loan A Lenders holding at least 50.1% of the Term Loan A Commitment if prior to the initial Borrowing Date under the Term Loan A Facility or Term Loan A Principal Debt thereafter; (B) the Term Loan B Lenders holding at least 50.1% of the Term Loan B Principal Debt; (C) the Revolver Lenders holding at least 50.1% of the Revolver Commitment or, if there is no remaining Revolver Commitment, 50.1% of the Revolver Principal Debt; (D) the Discretionary Revolver Lenders holding at least 50.1% of the Discretionary Revolver Commitment under all Discretionary Revolver Loans then-outstanding or, if there is no remaining Discretionary Revolver Commitment under any Discretionary Revolver Loans, 50.1% of the Discretionary Revolver Principal Debt under all Discretionary Revolver Loans then-outstanding; (E) the Discretionary Term A Lenders holding at least 50.1% of the Discretionary Term A Commitment if prior to the initial Borrowing Date under any Discretionary Term A Loans or Discretionary Term A Loan Principal Debt under all Discretionary Term A Loans thereafter, and (F) the Discretionary Term B Lenders holding at least 50.1% of the Discretionary Term B Commitment if prior to the initial Borrowing Date under any Discretionary Term B Loans or Discretionary Term B Loan Principal Debt under all Discretionary Term B Loans thereafter. (c) Except as provided in SECTION 13.11(b), any amendment to or consent or waiver under this Agreement or any Loan Paper Document which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends postpones or delays any date fixed by the due date Loan Documents for any payment or reduces the amount mandatory prepayment of all or any scheduled payment part of the Obligation payable to such Lender or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan PapersAdministrative Agent; (ii) reduces the interest rate or decreases the amount of any payment of principal, interest, fees, or other sums payable to Administrative Agent or Lenders any such Lender hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage definition of the Total Commitment "REQUIRED LENDERS" or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 13.11(c) or any other provision provisions of this Agreement or any the Loan PaperDocuments that require the unanimous consent of the Lenders; or (iv) changes the order of application of any payment or prepayment set forth in SECTIONS 3.3 and 3.12 in any manner that materially affects such Lender or Administrative Agent; (v) except as otherwise permitted by any Loan PaperDocument (including, without limitation, SECTION 6.5), waives compliance with, amends, or releases all or substantially all of the Guaranties; (vi) except as contemplated in whole SECTION 6.5, releases all or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material substantially all of the Collateral for the ObligationObligation or permits the creation, incurrence, assumption, or existence of any Lien on all or substantially all of the Collateral to secure any obligations, OTHER THAN Liens securing the Obligation and Permitted Liens; or (vvi) changes this CLAUSE (bc) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" or "COMMITMENT PERCENTAGE" may be increased. (cd) Any conflict or ambiguity between the terms and provisions herein of this Agreement and terms and provisions in any other Loan Paper Document shall be controlled by the terms and provisions herein. (de) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified modified, or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION Section 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved same. (b) Any amendment to the Loan Documents which purports to (i) change the allocation of payments among the Revolver Facility or (ii) decrease the amount of any mandatory payment or commitment reduction required by Section 3.3(b)(iii) (from Equity Issuance) or Section 3.3(c) (from Excess Cash Flow) must be by an instrument in writing executed by Borrower and by the Revolver Lenders holding at least 50.1% of the Revolver Commitment or, if there is no remaining Revolver Commitment, 50.1% of the Revolver Principal Debt. (c) Except as provided in Section 13.11(b), any amendment to or consent or waiver under this Agreement or any Loan Paper Document which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends postpones or delays any date fixed by the due date Loan Documents for any payment or reduces the amount mandatory prepayment of all or any scheduled payment part of the Obligation payable to such Lender or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan PapersAdministrative Agent; (ii) reduces the interest rate or decreases the amount of any payment of principal, interest, fees, or other sums payable to Administrative Agent or Lenders any such Lender hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage definition of the Total Commitment "Required Lenders" or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 Section 13.11(c) or any other provision provisions of this Agreement or any the Loan PaperDocuments that require the unanimous consent of the Lenders; or (iv) changes the order of application of any payment or prepayment set forth in Sections 3.3 and 3.12 in any manner that materially affects such Lender 97 or Administrative Agent; (v) except as otherwise permitted by any Loan PaperDocument (including, without limitation, Section 6.5), waives compliance with, amends, or releases all or substantially all of the Guaranties; (vi) except as contemplated in whole Section 6.5, releases all or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material substantially all of the Collateral for the ObligationObligation or permits the creation, incurrence, assumption, or existence of any Lien on all or substantially all of the Collateral to secure any obligations, other than Liens securing the Obligation and Permitted Liens; or (vvi) changes this CLAUSE clause (bc) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUMCommitted Sum" or "Commitment Percentage" may be increased. (cd) Any conflict or ambiguity between the terms and provisions herein of this Agreement and terms and provisions in any other Loan Paper Document shall be controlled by the terms and provisions herein. (de) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper which purports to accomplish any of the following must be by an instrument in writing executed by Borrower and executed (or approved, as the case may be) by each Lender affected therebyLender, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage definition of "APPLICABLE MARGIN" or "APPLICABLE MARGIN FOR COMMITMENT FEES" (other than changes having the Total effect of increasing such Applicable Margin or Applicable Margin for Commitment Fees)," "REQUIRED LENDERS," "REVOLVER COMMITMENT," "TERMINATION DATE," "PRO RATA," or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper; "PRO RATA PART," or (iv) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (bB) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increased. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), Administrative Agent, have approved same. (b) Any ; provided that no such amendment to or consent or waiver under this Agreement shall, unless signed by each Lender directly affected thereby, (i) increase the Commitment of such Lender, (ii) reduce the principal of or rate of interest on any Borrowing or any Loan Paper which purports to accomplish fees or other amounts payable hereunder, (iii) postpone any date fixed for the payment of any scheduled installment of principal of or interest on any Borrowing or any fees or other amounts payable hereunder or for termination of any of the following must be by an instrument in writing executed by Borrower and executed Total Commitment, (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends the due date or reduces the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder (except such reductions as are contemplated by this Agreement); (iiiiv) change the percentage of the Total Commitment or Revolver Commitmentof the unpaid principal amount of the Notes, or the number of the Principal Debt Lenders, which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 13.11(a) or any other provision of this Agreement or any Loan Paper; or (iv) except as otherwise permitted by any Loan PaperAgreement, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes amend, modify or waive this CLAUSE (bSECTION 13.11(a) or any other matter specifically requiring the consent Pro Rata or ratable treatment of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increasedunder this Agreement. (cb) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper Document shall be controlled by the terms and provisions herein. (dc) No course of dealing nor any failure or delay by Administrative Agent, any Lender, Credit Party or any of their respective its Representatives with respect to exercising any Right of Administrative Agent or any Lender Credit Party hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as Unless otherwise specifically provided, (i) this Agreement may be amended only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required LendersBorrower, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may Majority Lenders and supplemented only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, of this Agreement and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower that has been approved by Majority Lenders and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved sameBorrower. (b) Any amendment to or amendment, consent or waiver under this Agreement or any Loan Paper which that purports to accomplish any of the following must be by an instrument in writing and executed by Borrower and Administrative Agent and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative AgentLender: (i) extends extend the due date or reduces decrease the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest decrease any rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent or Lenders hereunder under this Agreement (except such reductions as are contemplated by this Agreement); (iii) change the percentage definition of “Applicable Margin,” “Commitment Usage,” “Committed Sum,” “Facility Committed Sum,” “Majority Lenders,” “Maturity Date” or “Facility Maturity Date”; (iv) increase or decrease any one or more Lenders’ Committed Sums except as provided in this Agreement; (v) except as permitted by Section 9.10, consent to the release of all or a material portion of the Total Commitment or Revolver Commitment, or Collateral under the Security Documents; (vi) change the provisions of Section 13 to the Principal Debt which shall be required for the Lenders or detriment of any of them Lender; (vii) change any provision requiring ratable distributions to take Lenders; (viii) subject any action under Lender to a greater obligation than expressly provided in this SECTION 13.11 or any other provision of this Agreement or any Loan PaperAgreement; or (ivix) except as otherwise permitted by any Loan Paper, waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes change this CLAUSE clause (b) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increasedunder this Agreement. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as otherwise specifically providedprovided in this SECTION 13.10 or otherwise in the Loan Documents, (i) this Agreement may only be amended, modified modified, or waived by an instrument in writing executed jointly by Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Papers Documents may only be the subject of an amendment, modification, or waiver if Borrower and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT except as set forth above), such Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under this Agreement or any Loan Paper Document which purports to accomplish any of the following must be by an instrument in writing executed approved by Borrower and executed (or approved, as the case may be) by each Lender adversely affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) extends postpones or delays any date fixed by the due date Loan Documents for any Senior Secured Term Loan payment of all or reduces the amount of any scheduled payment part of the Obligation payable to such Lender or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan PapersAdministrative Agent; (ii) reduces the interest rate or decreases the amount of any payment of principal, interest, fees, or other sums payable to Administrative Agent or Lenders any such Lender hereunder (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage definition of the Total Commitment "REQUIRED LENDERS" or Revolver Commitment, or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 13.10(b) or any other provision provisions of this Agreement the Loan Documents that require the unanimous consent of the Lenders; (iv) changes the order of application of any payment or prepayment set forth in SECTIONS 3.3 and 3.11 in any Loan Papermanner that adversely affects such Lender or Administrative Agent; or (ivv) except as otherwise permitted by any Loan PaperDocument (including, waives compliance withwithout limitation, amendsSECTION 6.3), releases all or releases (in whole any substantial portion of the Collateral or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty or releases (in whole or in part) any material Collateral for the Obligation; or (v) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunderBorrower. Without the consent of such Lender, no Lender's "COMMITTED SUMCOMMITMENT PERCENTAGE" may be increased. (c) Any conflict or ambiguity between the terms and provisions herein of this Agreement and terms and provisions in any other Loan Paper Document shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required requisite Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.

Amendments Consents Conflicts and Waivers. (a) Except as a. Unless otherwise specifically provided, provided (i) this Agreement may be amended only be amended, modified or waived by an instrument in writing executed jointly by Borrower and Required LendersBorrower, and, in the case of any matter affecting Administrative Agent (EXCEPT removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and may Determining Lenders and supplemented only be supplemented by documents delivered or to be delivered in accordance with the express terms hereofof this Agreement, and (ii) the other Loan Papers may only be the subject of an amendment, modification, or waiver if Borrower that has been approved by Determining Lenders and Required Lenders, and, in the case of any matter affecting Administrative Agent (EXCEPT as set forth above), Administrative Agent, have approved sameBorrower. (b) b. Any amendment to or consent or waiver under this Agreement or any Loan Paper which that purports to accomplish any of the following must be by an instrument in writing executed by Borrower and Agent and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative AgentLender: (i) extends Extends the due date or reduces decreases the amount of any scheduled payment of the Obligation or any scheduled reduction of the Revolver Commitment beyond the date specified in the Loan Papers; (ii) reduces the interest decreases any rate or decreases the amount of interest, fees, or other sums payable to Administrative Agent -- except fees payable only to Agent to which it may agree with Borrower without joinder by any Lender -- or Lenders hereunder under this Agreement (except such reductions as are contemplated by this Agreement); (iii) change changes the percentage definition of the Total Commitment or Revolver Commitment"COMMITMENTS", "DETERMINING LENDERS", or of the Principal Debt which shall be required for the Lenders or any of them to take any action under this SECTION 13.11 or any other provision of this Agreement or any Loan Paper"TERMINATION DATE"; or (iv) except as otherwise permitted by increases any Loan Paper, one or more Lenders' Commitments; (v) waives compliance with, amends, or releases (in whole or in part) any material 76 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Guaranty guaranty or releases (any Collateral unless the release is contemplated in whole or in part) any material Collateral for the ObligationLoan Paper; or (vvi) changes this CLAUSE (bB) or any other matter specifically requiring the consent of all Lenders hereunder. Without the consent of such Lender, no Lender's "COMMITTED SUM" may be increasedunder this Agreement. (c) Any conflict or ambiguity between the terms and provisions herein and terms and provisions in any other Loan Paper shall be controlled by the terms and provisions herein. (d) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given.