Common use of No Waiver; Modifications in Writing Clause in Contracts

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by the Borrower and the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect to Letters of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent Company or any Lender the Investor in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent Company or any Lender the Investor at law or in equity or otherwise. Neither No waiver of or consent to any departure by the Company or the Investor from any provision of this Agreement nor any terms hereof may shall be amended, modified, supplemented, waived, discharged, terminated or otherwise changed effective unless such amendment, modification, supplement, waiver, discharge, termination or other change is signed in writing signed by the Borrower and party entitled to the Required Lenders; benefit thereof, provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity notice of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereofsuch waiver shall be given to each party hereto as set forth below, (ii) release all Section 5.9 may not be waived or substantially all of amended by any party hereto and (iii) Section 5.10 may not be waived or amended by any party hereto unless such section applies to the Collateral (except Investor by its terms. Except as expressly provided in the Security Documents) immediately preceding sentence, no provision of this Agreement may be amended except in a written instrument signed by the Company and the Investor. Any amendment, supplement or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary modification of or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive to any provision of this Section 12.1Agreement, (iv) reduce any waiver of any provision of this Agreement, and any consent to any departure by the percentage specified Company or the Investor from the terms of any provision of this Agreement shall be effective only in the definition specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of Required Lenders (it being understood thatany provision of any of the Transaction Documents or Other Agreements unless the same consideration also is offered to all of the parties to the Transaction Documents and the Other Agreements, the holders of Common Stock issued in connection with the consent Offering or holders of any Warrants issued in connection with the Required Lenders Offering (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be). No Seller has, are included on the date hereof) directly or (v) consent to the assignment or transfer by the Borrower of indirectly, made any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments of agreements with any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect to Letters of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify or waive any provisions Other Investor relating to the rights terms or obligations conditions of the Administrative Agent under transactions contemplated by the Other Agreements and the Transaction Documents except as set forth in the Other Agreements and the Transaction Documents, and no Other Investor has been given terms or conditions that are more favorable than the terms and conditions set forth in this Agreement and the other Loan Transaction Documents. If any Other Agreement is amended or modified by any Seller or Other Investor, (5) without then the consent of Investor may, in its sole discretion, choose to have such amendment or modification apply to this Agreement by delivering written notice to the Majority Lenders of each FacilityCompany. Without limiting the foregoing, amend the definition of Majority LendersCompany confirms that, (6) without except as set forth in this Agreement, the consent of Investor has not made any commitment or promise or has any other obligation to provide any financing to the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, Company or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered)otherwise.

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, 197 supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by the Borrower and the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect to Letters of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by the Borrower and the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect to Letters of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative 207 Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by the Borrower respective Credit Parties party thereto and the Required Lenders; , provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note (includingit being understood that amending the definitions of Scheduled Term A Repayments (other than the Term A Loan Maturity Date), without limitation, by amending or modifying Scheduled Term B Repayments (other than the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), ) or Scheduled Acquisition Repayments (other than the Revolver Termination Date) or amending the mandatory prepayment provisions or financial covenants shall not constitute an extension of the final scheduled maturity of any Loan or Note) or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date or any Rollover Letter of Credit beyond the Rollover LC Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in this Agreement or in the Security Document as in effect on the Original Closing Date) under all the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case Lenders, additional extensions of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans credit pursuant to this Agreement so long as such (including, without limitation, any new or additional revolving loans or term loans are Facility) may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loans or Term Loans, as the case may be, Commitments are included in such determination on the date hereof) or (v) consent to the assignment or transfer by the Holdings or Borrower of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available 141 148 portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s its rights or obligations with respect to Letters of Credit that it has issued or may be required to issueCredit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of Agent or the Administrative Collateral Agent, amend, modify or waive any provisions relating to the rights or obligations of Agent or the Administrative Collateral Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to clause (i) of the first sentence of Section 4.5(a), clause (i) of the second sentence of Section 4.5(a) and the fourth and fifth sentences of Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the consent of each Term A Lender, amend the definition of Term A Pro Rata Share, without the consent of each Term B Lender, amend the definition of the Term B Pro Rata Share, and without the consent of each Revolving Lender amend the definition of Revolver Pro Rata Share, (7) without the consent of the Majority Lenders of the Term A Facility, amend the definition of Majority Lenders (but only if the Term A Lenders are directly affected thereby), without the consent of the Majority Lenders of the Term B Facility, amend the definition of Majority Lenders (but only if the Term B Lenders are directly affected thereby), and without the consent of the Majority Lenders of the Revolving Facility, amend the definition of Majority Lenders (but only if the Revolving Lenders are directly affected thereby), or (8) without the consent of the Super Majority Lenders of the Term A Facility, amend the definition of Scheduled Term A Repayments or the definition of Super Majority Lenders (but only if the Term A Lenders are directly affected thereby), without the consent of the Super Majority Lenders of the Term B Facility, amend the definition of Scheduled Term B Repayments or the definition of Super Majority Lenders (but only if the Term B Lenders are directly affected thereby), and without the consent of the Super Majority Lenders of the Revolving Facility, amend the definition of Scheduled Acquisition Repayments or the definition of Super Majority Lenders (but only if the Revolving Lenders are directly affected thereby).

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power 215 or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein or in any other Loan Document are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement or any other Loan Document nor any terms hereof or thereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is (i) in the case of this Agreement, pursuant to an agreement or agreements in writing signed entered into by Company and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) or (ii) in the case of any other Loan Document (other than any waiver, amendment or modification to effectuate any modification thereto expressly contemplated by the Borrower terms of such other Loan Documents), pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent or the UK Security Trustee, as applicable and to the extent such agent or trustee is a party thereto, and each Loan Party that is party thereto, with the consent of the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations that would be directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect to Letters of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).thereby:

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by Holdings, the Borrower and the Required Lenders; , provided that no such amendment, modification, supplement, supplement waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date)Note, or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii))Lenders, the definition of “"Required Lenders” " shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the extensions of Revolving Loans, Multicurrency Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, 116 supplement, waiver, discharge, termination or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 2.10 or alter such Facing Agent’s its rights or obligations with respect to Letters of Credit that it has issued or may be required to issueCredit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, or (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).

No Waiver; Modifications in Writing. (a) A. Except as expressly provided in this Agreement, no failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by the Borrower and the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect to Letters of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative 150 Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent or any Lender Bank in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender Bank at law or law, in equity or otherwise. Neither this Agreement nor Each request by the Borrower for any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by waiver of or to any provision of this Agreement shall be directed to the Borrower Administrative Agent, and the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent waiver of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive to any provision of this Section 12.1Agreement, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) nor consent to the assignment or transfer any departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Borrower and by or on behalf of any of its rights the Administrative Agent and obligations under this Agreementthe Required Banks; provided, furtherhowever, that no such amendment, modification, supplement, waivertermination, dischargewaiver or consent, termination as the case may be, which has the effect of (x) reducing the rate or other change shall (1) increase amount, or extending the Commitments stated maturity or due date, of any Lender over sum payable by the amount thereof then Borrower to any Bank hereunder, or (y) except as provided in effect without Section 2.04(e)(i), Section 2.08(c)(i), Section 2.09(i), Section 4.03(b)(i) and Section 10.06(c) hereof, increasing the amount, or extending the stated expiration or termination date, of any Bank's Commitment hereunder, or (z) changing this Section 10.01, Section 10.06 or Section 10.07 hereof or the definitions of the terms "Allocable Share", "Applicable Margin", "Event of Default", "Proportional Share", "Reference Bank", "Reference Banks", "Required Banks", "Commitment", "Total Commitment" and "Unmatured Event of Default", or changing the designation of the "Required Banks" as the Banks entitled to direct the Administrative Agent pursuant to Section 8.01 hereof, or changing any provision that by its express terms requires the consent of such Lender (it being understood that waivers each Bank, or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase releasing any Subsidiary of the Commitment of any LenderBorrower from its obligations under the Guarantee Agreement, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent or permitting a modification of the applicable Facing AgentDemand Loans as a result of which they would not be payable on demand, amendshall be effective unless the same shall be signed by or on behalf of each Bank; provided further that no such amendment, modify modification, supplement, termination, waiver or waive any provision consent, as the case may be, which has the effect of Section 2.9 or alter such Facing Agent’s rights or obligations with respect to Letters of Credit that it has issued or may be required to issue, (3x) without increasing the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights duties or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facilityhereunder, or (7y) without increasing the consent standard of care or performance required on the part of the Majority Lenders Administrative Agent hereunder, or (z) reducing or eliminating the indemnities or immunities to which the Administrative Agent is entitled hereunder (including, without limitation, any amendment or modification of each Facility which is being allocated a lesser prepayment, repayment this Section 10.01) shall be effective unless the same shall be signed by or commitment reduction, alter on behalf of the required application Administrative Agent. Any waiver of any prepayments or repayments (or commitment reduction)provision of this Agreement, as between and any consent to any departure by the various Facilities pursuant to Section 4.5(a) (although Borrower from the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, terms of any such prepaymentprovision of this Agreement, repayment shall be effective only in the specific instance and for the specific purpose for which given. No notice to or commitment reduction which is still required demand on the Borrower in any case shall entitle the Borrower to be made is not altered)any other or further notice or demand in similar or other circumstances.

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by the Borrower respective Credit Parties party thereto and the Required Lenders; , provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iviii) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case Lenders, additional extensions of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans credit pursuant to this Agreement so long as such additional revolving loans or term loans are may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loans or Term Loans, as the case may be, Commitments are included in such determination on the date hereof) or (viv) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement, or release the Company from its guaranty under Article XIII; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that (A) the Commitments may be increased as provided in Section 4.1(c), (B) waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, Lender and that (C) an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 2.10 or alter such Facing Agent’s its rights or obligations with respect to Letters of Credit that it has issued or may be required to issueCredit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, or (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein or in any other Loan Document are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither NeitherSubject to clauses (b) and (c) below and except as otherwise provided by the terms of this Agreement and the other Loan Documents, neither this Agreement or any other Loan Document nor any terms hereof or thereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is (i) in the case of this Agreement, pursuant to an agreement or agreements in writing signed entered into by Company and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) or (ii) in the case of any other Loan Document (other than any waiver, amendment or modification to effectuate any modification thereto expressly contemplated by the Borrower terms of such other Loan Documents), pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent or the UK Security Trustee, as applicable and to the extent such agent or trustee is a party thereto, and each LoanCredit Party that is party thereto, with the consent of the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations that would be directly and adversely affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect to Letters of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).thereby:

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by the Borrower respective Credit Parties party thereto and the Required Lenders; , provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note (includingit being understood that amending the definitions of Scheduled Term A Repayments (other than the Term A Loan Maturity Date), without limitation, by amending or modifying Scheduled Term B Repayments (other than the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), ) or Scheduled Acquisition Repayments (other than the Revolver Termination Date) or amending the mandatory prepayment provisions or financial covenants shall not constitute an extension of the final scheduled maturity of any Loan or Note) or extend the stated maturity of any Letter of 134 136 Credit beyond the Revolver Termination Date or any Rollover Letter of Credit beyond the Rollover LC Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in this Agreement or in the Security Document as in effect on the Closing Date) under all the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case Lenders, additional extensions of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans credit pursuant to this Agreement so long as such (including, without limitation, any new or additional revolving loans or term loans are Facility) may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loans or Term Loans, as the case may be, Commitments are included in such determination on the date hereof) or (v) consent to the assignment or transfer by the Holdings or any Borrower of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s its rights or obligations with respect to Letters of Credit that it has issued or may be required to issueCredit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of Agent or the Administrative Collateral Agent, amend, modify or waive any provisions relating to the rights or obligations of Agent or the Administrative Collateral Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to clause (i) of the first sentence of Section 4.5(a), clause (i) of the second sentence of Section 4.5(a) and the fourth and fifth sentences of Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the consent of each Term A Lender, amend the definition of Term A Pro Rata Share, without the consent of each Term B Lender, amend the definition of the Term B Pro Rata Share, and without the consent of each Revolving Lender amend the definition of Revolver Pro Rata Share, (7) without the consent of the Majority Lenders of the Term A Facility, amend the definition of Majority Lenders (but only if the Term A Lenders are directly affected thereby), without the consent of the Majority Lenders of the Term B Facility, amend the definition of Majority Lenders (but only if the Term B Lenders are directly affected thereby), and without the consent of the Majority Lenders of the Revolving Facility, amend the definition of Majority Lenders (but only if the Revolving Lenders are directly affected thereby), or (8) without the consent of the Super Majority Lenders of the Term A Facility, amend the definition of Scheduled Term A Repayments or the definition of Super Majority Lenders (but only if the Term A Lenders are directly affected thereby), without the consent of the Super Majority Lenders of the Term B Facility, amend the definition of Scheduled Term B Repayments or the definition of Super Majority Lenders (but only if the Term B Lenders are directly affected thereby), and without the 135 137 consent of the Super Majority Lenders of the Revolving Facility, amend the definition of Scheduled Acquisition Repayments or the definition of Super Majority Lenders (but only if the Revolving Lenders are directly affected thereby).

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent Agent, any other Agent, any Bank or any Lender Issuing Bank in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent Agent, any other Agent, any Bank or any Lender Issuing Bank at law or law, in equity or otherwise. Neither this Agreement nor Each request by the Company for any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by waiver of or to any provision of this Agreement shall be directed to the Borrower Administrative Agent, and the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent waiver of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive to any provision of this Section 12.1Agreement, (iv) reduce nor consent to any departure by the percentage specified Company therefrom, shall be effective unless the same shall be in writing and signed by the definition of Required Lenders (it being understood that, with the consent Company and by or on behalf of the Administrative Agent and the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this AgreementBanks; provided, furtherhowever, that no such amendment, modification, supplement, waivertermination, dischargewaiver or consent, termination as the case may be, which has the effect of (w) altering the pro rata sharing of payments required by, or other change shall pro rata funding requirements of, Section 2.09 or Section 9.08, (1x) increase reducing the Commitments rate or amount, or extending the stated maturity or due date, of any Lender over sum payable by the amount thereof then in effect without the consent of Company to any Bank hereunder or under such Lender Bank’s Notes (it being understood and agreed that waivers no amendment or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase modification to the definitions of the Commitment 2019 Baseline GHG Emissions, KPI Metric, the Threshold A, the Target A or to Section 2.15 nor a KPI Amendment shall constitute a reduction in the rate of interest or in the rate at which fees accrue for purposes of this clause (x)) or (y) except as provided in Section 2.08(e)(ii), Section 2.12(c)(i), Section 2.13(i) and Section 10.06(c), increasing the amount, or extending the stated expiration or termination date, of any LenderBank’s Revolving Credit Commitment hereunder, or (z) changing this Section 10.01, Section 10.06 or Section 10.07 or the definitions of the terms “Allocable Share”, “Applicable Facility Fee Percentage”, “Applicable Margin”, “Event of Default”, “Proportional Share”, “Required Banks”, “Revolving Credit Commitment”, “Total Commitment” and “Unmatured Event of Default”, or changing the designation of the “Required Banks” as the Banks entitled to direct the Administrative Agent pursuant to Section 8.01 shall be effective unless the same shall be signed by or on behalf of each Bank which is directly affected thereby; provided further that an increase in (i) no such amendment, modification, supplement, termination, waiver or consent, as the available portion case may be, which has the effect of (x) increasing the duties or obligations of any Commitment Agent or any Issuing Bank hereunder, (y) increasing the standard of care or performance required on the part of any Lender Agent or Issuing Bank hereunder, or (z) reducing or eliminating the indemnities or immunities to which any Agent or Issuing Bank is entitled hereunder (including, without limitation, any amendment or modification of this Section 10.01) shall not constitute an increase in be effective unless the Commitment of such Lender), (2) without the consent same shall be signed by or on behalf of the applicable Facing AgentAgent or Issuing Bank affected thereby, amendas the case may be and (ii) notwithstanding anything to the contrary in this Section 10.01, modify or waive this Agreement may be amended as provided in Section 3.03(b) and Section 2.15(g). Any waiver of any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect this Agreement, and any consent to Letters any departure by the Company from the terms of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies this Agreement, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Administrative Agent or Company in any case shall entitle the Company to any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify further notice or waive any provisions relating to the rights demand in similar or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered)circumstances.

No Waiver; Modifications in Writing. (a) A. Except as expressly provided in this Agreement, no failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by the Borrower and the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment 156 pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect to Letters of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by the Borrower respective Credit Parties party thereto and the Required Lenders; , provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, 91 100 without the consent of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iviii) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case Lenders, additional extensions of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans credit pursuant to this Agreement so long as such additional revolving loans or term loans are may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loans or Term Loans, as the case may be, Commitments are included in such determination on the date hereof) or (viv) consent to the assignment or transfer by the any Borrower of any of its rights and obligations under this Agreement, or release the Company from its guaranty under Article XIII; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that (A) the Commitments may be increased as provided in Section 4.1(c), (B) waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that (C) an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 2.10 or alter such Facing Agent’s its rights or obligations with respect to Letters of Credit that it has issued or may be required to issueCredit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, or (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent, any other Agent or any Lender Bank in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent Agent, any other Agent, or any Lender Bank at law or law, in equity or otherwise. Neither this Agreement nor Each request by the Company for any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by waiver of or to any provision of this Agreement shall be directed to the Borrower Administrative Agent, and the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent waiver of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive to any provision of this Section 12.1Agreement, (iv) reduce nor consent to any departure by the percentage specified Company therefrom, shall be effective unless the same shall be in writing and signed by the definition of Required Lenders (it being understood that, with the consent Company and by or on behalf of the Administrative Agent and the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this AgreementBanks; provided, furtherhowever, that no such amendment, modification, supplement, waivertermination, dischargewaiver or consent, termination as the case may be, which has the effect of (x) reducing the rate or other change shall (1) increase amount, or extending the Commitments stated maturity or due date, of any Lender over sum payable by the amount thereof then Company to any Bank hereunder (including Fees) or under such Bank’s Notes, or (y) except as provided in Section 2.08(e)(ii), Section 2.12(c)(i), Section 2.13(i), Section 3.06 and Section 10.06(c) hereof, increasing the amount, or extending the stated expiration or termination date, of any Bank’s Term Loan Commitment hereunder, or (z) changing this Section 10.01, Section 10.06 or Section 10.07 hereof or the definitions of the terms “2-Year Tranche Commitment”, “364-Day Tranche Commitment”, “Allocable Share”, “Applicable Commitment Fee Rate”, “Applicable Margin”, “Event of Default”, “Proportional Share”, “Required Banks”, “Term Loan Commitment”, “Total Commitment” and “Unmatured Event of Default”, changing any other provision hereof in a manner that would alter the pro rata sharing of payments required thereby or changing the designation of the “Required Banks” as the Banks entitled to direct the Administrative Agent pursuant to Section 8.01 hereof shall be effective unless the same shall be signed by or on behalf of each Bank; provided further that (i) no such amendment, modification, supplement, termination, waiver or consent, as the case may be, which has the effect of (x) increasing the duties or obligations of any Agent hereunder, (y) increasing the standard of care or performance required on the part of any Agent hereunder, or (z) reducing or eliminating the indemnities or immunities to which any Agent is entitled hereunder (including, without limitation, any amendment or modification of this Section 10.01) shall be effective unless the consent same shall be signed by or on behalf of the Agent affected thereby, as the case may be and (ii) notwithstanding anything to the contrary in this Section 10.01, this Agreement may be amended as provided in Section 3.03(c) and provided further that no such amendment, modification, supplement, termination, waiver or consent, as the case may be, which has the effect of (x) altering the allocation of Term Loan Commitment reductions or prepayments between Classes shall be effective unless the same shall be signed by or on behalf of the Required Banks with respect to each Class of such Lender Term Loan Commitments or (it being understood y) changing any provision hereof in a manner that waivers would affect Banks in one Class differently than the Banks in another Class shall be effective unless the same shall be signed by or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase on behalf of the Commitment Required Banks with respect to the Class that is adversely affected. Any waiver of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect this Agreement, and any consent to Letters any departure by the Company from the terms of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies this Agreement, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Administrative Agent or Company in any case shall entitle the Company to any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify further notice or waive any provisions relating to the rights demand in similar or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered)circumstances.

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by the Borrower respective Credit Parties party thereto and the Required Lenders; , provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by it being understood that amending the definitions of Scheduled Term A Repayments (other than the Term A Loan Maturity Date) or modifying Scheduled Term B Repayments (other than the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), ) or amending the mandatory prepayment provisions or financial covenants shall not constitute an extension of the final scheduled maturity of any Loan or Note) or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in this Agreement or in the Security Document as in effect on the Closing Date) under all the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case Lenders, additional extensions of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans credit pursuant to this Agreement so long as such (including, without limitation, any new or additional revolving loans or term loans are Facility) may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loans or Term Loans, as the case may be, Commitments are included in such determination on the date hereof) or (v) consent to the assignment or transfer by the Holdings or Borrower of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s its rights or obligations with respect to Letters of Credit that it has issued or may be required to issueCredit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of Administrative Agent or the Administrative Collateral Agent, amend, modify or waive any provisions relating to the rights or obligations of Administrative Agent or the Administrative Collateral Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to clause (i) of the first sentence of Section 4.5(a), clause (i) of the second sentence of Section 4.5(a) and the second sentence of Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the consent of each Term A Lender, amend the definition of Term A Pro Rata Share, without the consent of each Term B Lender, amend the definition of the Term B Pro Rata Share and without the consent of each Revolving Lender amend the definition of Revolver Pro Rata Share, or (7) without the consent of the Supermajority Lenders of the Term A Facility, amend the definition of Scheduled Term A Repayments or the definition of Supermajority Lenders (but only if the Term A Lenders are directly affected thereby), without the consent of the Supermajority Lenders of the Term B Facility, amend the definition of Scheduled Term B Repayments or the definition of Supermajority Lenders (but only if the Term B Lenders are directly affected thereby).

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in 108 writing signed by the Borrower respective Credit Parties party thereto and the Required Lenders; , provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by it being understood that amending or modifying the proviso contained in definitions of Scheduled Term Repayments (other than the definition of Revolver Termination Date or Term B Loan Maturity Date), ) or amending the mandatory prepayment provisions or financial covenants shall not constitute an extension of the final scheduled maturity of any Loan or Note) or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in this Agreement or in the Security Document as in effect on the Closing Date) under all the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case Lenders, additional extensions of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans credit pursuant to this Agreement so long as such (including, without limitation, any new or additional revolving loans or term loans are Facility) may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loans or Term Loans, as the case may be, Commitments are included in such determination on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s its rights or obligations with respect to Letters of Credit that it has issued or may be required to issueCredit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of Agent or the Administrative Collateral Agent, amend, modify or waive any provisions relating to the rights or obligations of Agent or the Administrative Collateral Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to clause (i) of the first sentence of Section 4.5(a) and the second and third sentence of Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (6) without the consent of the Majority Lenders of each Facility amend the definition of Majority Lenders, (7) without the consent of the Majority Lenders of the Term Facility, amend the definition of Term Pro Rata Share, and without the consent of the Majority Lenders of the Revolving Facility amend the definition of Revolver Pro Rata Share, or (8) without the consent of the Majority Lenders of the Term Facility, amend the definition of Scheduled Term Repayments.

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent or any Lender in Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive Any waiver of any remedies that may be available provision of this Agreement, and any consent to the Administrative Agent or any Lender at law or in equity or otherwise. Neither departure by any party to this Agreement nor from the terms of any terms hereof may provision of this Agreement, shall be amended, modified, supplemented, waived, discharged, terminated effective only in the specific instance and for the specific purpose for which given. No notice to or otherwise changed unless such demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement, waiver, discharge, termination supplement or other change is in writing waiver of this Agreement shall be effective unless signed by the Borrower Borrower, the Servicer, the Administrative Agent and the Required Majority Lenders, provided that: (i) any Fundamental Amendment shall require the written consent of all Lenders; provided that and (ii) no such amendment, modification, supplement, waiver, discharge, termination supplement or other change shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) waiver shall amend, modify or waive any provision otherwise affect the rights or duties of this Section 12.1the Administrative Agent, (iv) reduce the percentage specified in Backup Servicer, the definition of Required Lenders (it being understood that, with Successor Servicer or the Custodian hereunder without the prior written consent of the Required Lenders (Administrative Agent, the Backup Servicer, the Successor Servicer or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term LoansCustodian, as the case may be, are included on the date hereof. (c) or (v) consent Notwithstanding anything to the assignment contrary herein, no Defaulting Lender shall have any right to approve or transfer disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the Borrower consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination Defaulting Lender may not be increased or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect extended without the consent of such Lender and (it being understood that waivers y) any waiver, amendment or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without modification requiring the consent of the applicable Facing Agent, amend, modify all Lenders or waive each affected Lender that by its terms affects any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect to Letters of Credit that it has issued or may be required to issue, (3) without Defaulting Lender more adversely than other affected Lenders shall require the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Defaulting Lender. Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered)15.02.

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by the Borrower and the Required Lenders; provided that no such amendment, modification, 214 supplement, waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect to Letters of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent, Collateral Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent, Collateral Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by the Borrower respective Credit Parties party thereto and the Required Lenders; provided provided, however, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time scheduled date of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereofthereof or the amount of fees thereon), (ii) release all or substantially all of the Collateral under the Security Documents (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case Lenders, additional extensions of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans credit pursuant to this Agreement so long as such additional revolving loans or term loans are may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Loans or Term Loans, as the case may be, Commitments are included in such determination on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s its rights or obligations with respect to Letters of Credit that it has issued or may be required to issueCredit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, Agent or (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent, any other Agent or any Lender Bank in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent Agent, any other Agent, or any Lender Bank at law or law, in equity or otherwise. Neither this Agreement nor Each request by the Company for any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by waiver of or to any provision of this Agreement shall be directed to the Borrower Administrative Agent, and the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent waiver of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive to any provision of this Section 12.1Agreement, (iv) reduce nor consent to any departure by the percentage specified Company therefrom, shall be effective unless the same shall be in writing and signed by the definition of Required Lenders (it being understood that, with the consent Company and by or on behalf of the Administrative Agent and the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this AgreementBanks; provided, furtherhowever, that no such amendment, modification, supplement, waivertermination, dischargewaiver or consent, termination as the case may be, which has the effect of (w) altering the pro rata sharing of payments required by, or other change pro rata funding requirements of, Section 2.09 or Section 9.08 shall be effective unless the same shall be signed by or on behalf of each Bank, (1x) increase reducing the Commitments rate or amount, or extending the stated maturity or due date, of any Lender over sum payable by the amount thereof then Company to any Bank hereunder (including Fees) or under such Bank’s Notes shall be effective unless the same shall be signed by or on behalf of each affected Bank, or (y) except as provided in effect without Section 2.08(e)(ii), Section 2.12(c)(i), Section 2.13(i), Section 3.06 and Section 10.06(c), increasing the consent amount, or extending the stated expiration or termination date, of such Lender any Bank’s Term Loan Commitment hereunder shall be effective unless the same shall be signed by or on behalf of each affected Bank, or (it being understood that waivers z) changing this Section 10.01, Section 10.06 or modifications of conditions precedent, covenants, Events of Default Section 10.07 or Unmatured Events of Default shall not constitute an increase the definitions of the terms “2-Year Tranche Commitment”, “364-Day Tranche Commitment”, “Allocable Share”, “Applicable Commitment Fee Rate”, “Applicable Margin”, “Event of Default”, “Proportional Share”, “Required Banks”, “Term Loan Commitment”, “Total Commitment” and “Unmatured Event of Default”, changing any Lender, and other provision hereof in a manner that an increase in would alter the available portion pro rata sharing of any Commitment of any Lender shall not constitute an increase in payments required thereby or changing the Commitment of such Lender), (2) without the consent designation of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect “Required Banks” as the Banks entitled to Letters of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to direct the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a8.01 shall be effective unless the same shall be signed by or on behalf of each Bank; provided further that (i) (although the Required Lenders may waive in whole no such amendment, modification, supplement, termination, waiver or in partconsent, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the applicationcase may be, as amongst which has the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).effect of

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by the Borrower and the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect to Letters of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment 195 reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by the Borrower and the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent of each 135 Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect to Letters of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Syndication Agents or the Administrative Agent or any Lender Bank or the Issuing Bank in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Syndication Agents, the Administrative Agent Agent, any Bank or any Lender the Issuing Bank at law or law, in equity or otherwise. Neither this Agreement nor Each request by the Company for any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by waiver of or to any provision of this Agreement shall be directed to the Borrower Syndication Agents, and the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent waiver of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive to any provision of this Section 12.1Agreement, (iv) reduce nor consent to any departure by the percentage specified Company therefrom, shall be effective unless the same shall be in writing and signed by the definition of Required Lenders (it being understood that, with the consent Company and by or on behalf of the Syndication Agents and the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii))Banks; PROVIDED, the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, furtherHOWEVER, that no such amendment, modification, supplement, waivertermination, dischargewaiver or consent, termination as the case may be, which has the effect of (x) reducing the rate or other change shall (1) increase amount, or extending the Commitments stated maturity or due date, of any Lender over sum payable by the amount thereof then Company to any Bank hereunder or under such Bank's Notes, or (y) except as provided in effect without Section 2.08(e)(ii), Section 2.12(c)(i), Section 2.13(i), Section 4.03(b)(ii) and Section 10.06(c) hereof, increasing the consent amount, or extending the stated expiration or termination date, of such Lender any Bank's Revolving Credit Commitment hereunder, or (it being understood that waivers z) changing this Section 10.01, Section 10.06 or modifications of conditions precedent, covenants, Events of Default Section 10.07 hereof or Unmatured Events of Default shall not constitute an increase the definitions of the Commitment terms "Allocable Share", "Applicable Facility Fee Percentage", "Applicable Margin", "Event of Default", "Proportional Share", "Reference Bank", "Reference Banks", "Required Banks", "Revolving Credit Commitment", "Total Commitment" and "Unmatured Event of Default", or changing the designation of the "Required Banks" as the Banks entitled to direct the Syndication Agents pursuant to Section 8.01 hereof shall be effective unless the same shall be signed by or on behalf of each Bank; PROVIDED FURTHER that no such amendment, modification, supplement, termination, waiver or consent, as the case may be, which has the effect of (x) increasing the duties or obligations of any LenderAgent or any Managing Agent or the Issuing Bank hereunder, and that an increase in or (y) increasing the available portion standard of care or performance required on the part of any Commitment Agent or any Managing Agent or the Issuing Bank hereunder, or (z) reducing or eliminating the indemnities or immunities to which any Agent or Managing Agent or the Issuing Bank is entitled hereunder (including, without limitation, any amendment or modification of any Lender this Section 10.01) shall not constitute an increase in be effective unless the Commitment of such Lender), (2) without the consent same shall be signed by or on behalf of the applicable Facing AgentAgent or Managing Agent affected thereby or the Issuing Bank, amend, modify or waive as the case may be. Any waiver of any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect this Agreement, and any consent to Letters any departure by the Company from the terms of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies this Agreement, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Administrative Agent or Company in any case shall entitle the Company to any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify further notice or waive any provisions relating to the rights demand in similar or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered)circumstances.

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by the Borrower and the Required Lenders; provided , PROVIDED that no such amendment, modification, supplement, supplement waiver, discharge, termination or other change shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), thereby: (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date)Note, or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Subsidiary Guarantor (other than (x) a Guarantor that is not a Material Subsidiary except as expressly provided in the Security Documents or (y) in connection with a transaction permitted by Section SECTION 8.3), (iii) amend, modify or waive any provision of this Section SECTION 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii))Lenders, the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect to Letters of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered)."

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent or any Lender in Secured Party exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive Any waiver of any remedies that may be available to the Administrative Agent provision of this Agreement or any Lender at law or in equity or otherwise. Neither other Facility Document, and any consent to any departure by any party to this Agreement nor or any other Facility Document from the terms hereof may of any provision of this Agreement or such other Facility Document, shall be amended, modified, supplemented, waived, discharged, terminated effective only in the specific instance and for the specific purpose for which given. No notice to or otherwise changed unless such demand on the Borrower or the Servicer in any case shall entitle the Borrower or the Servicer to any other or further notice or demand in similar or other circumstances. (b) No amendment, modification, supplement, waiver, discharge, termination supplement or other change is in writing waiver of this Agreement shall be effective unless signed by the Borrower Borrower, the Servicer, the Administrative Agent and the Required Majority Lenders; provided that that: (i) any Fundamental Amendment shall require the written consent of all Lenders affected thereby; and (ii) no such amendment, modification, supplement, waiver, discharge, termination supplement or other change shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) waiver shall amend, modify or waive otherwise affect the rights or duties of any provision Agent hereunder without the prior written consent of this Section 12.1such Agent. (c) Notwithstanding anything to the contrary herein, in connection with the increase of the Individual Lender Maximum Funding Amounts hereunder, only the consent of the Lender increasing its Individual Lender Maximum Funding Amount (ivor providing a new Individual Lender Maximum Funding Amount) reduce shall be required for any amendment that effects such increase in Individual Lender Maximum Funding Amounts. (d) Notwithstanding anything to the percentage specified in contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the definition consent of Required all Lenders (it being understood that, or each affected Lender may be effected with the consent of the Required applicable Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)other than Defaulting Lenders), except that (x) the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower Individual Lender Maximum Funding Amount of any of its rights and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waiver, discharge, termination Defaulting Lender may not be increased or other change shall (1) increase the Commitments of any Lender over the amount thereof then in effect extended without the consent of such Lender and (it being understood that waivers y) any waiver, amendment or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without modification requiring the consent of the applicable Facing Agent, amend, modify all Lenders or waive each affected Lender that by its terms affects any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect to Letters of Credit that it has issued or may be required to issue, (3) without Defaulting Lender more adversely than other affected Lenders shall require the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies to the Administrative Agent or any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify or waive any provisions relating to the rights or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Defaulting Lender. Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered).13.02

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Syndication Agent or the Administrative Agent or any Lender Bank in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Syndication Agent or the Administrative Agent or any Lender Bank at law or law, in equity or otherwise. Neither this Agreement nor Each request by the Company for any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by waiver of or to any provision of this Agreement shall be directed to the Borrower Syndication Agent, and the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent waiver of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive to any provision of this Section 12.1Agreement, (iv) reduce nor consent to any departure by the percentage specified Company therefrom, shall be effective unless the same shall be in writing and signed by the definition of Required Lenders (it being understood that, with the consent Company and by or on behalf of the Syndication Agent and the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii))Banks; PROVIDED, the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, furtherHOWEVER, that no such amendment, modification, supplement, waivertermination, dischargewaiver or consent, termination as the case may be, which has the effect of (x) reducing the rate or other change shall (1) increase amount, or extending the Commitments stated maturity or due date, of any Lender over sum payable by the amount thereof then Company to any Bank hereunder or under such Bank's Notes, or (y) except as provided in effect without Section 2.09(e)(ii), Section 2.13(c)(i), Section 2.14(i), Section 4.03(b)(ii) and Section 10.06(c) hereof, increasing the consent amount, or extending the stated expiration or termination date, of such Lender any Bank's Revolving Credit Commitment hereunder, or (it being understood that waivers z) changing this Section 10.01, Section 10.06 or modifications of conditions precedent, covenants, Events of Default Section 10.07 hereof or Unmatured Events of Default shall not constitute an increase the definitions of the Commitment terms "Allocable Share", "Applicable Facility Fee Percentage", "Applicable Margin", "Event of Default", "Proportional Share", "Reference Bank", "Reference Banks", "Required Banks", "Revolving Credit Commitment", "Total Commitment" and "Unmatured Event of Default", or changing the designation of the "Required Banks" as the Banks entitled to direct the Syndication Agent pursuant to Section 8.01 hereof shall be effective unless the same shall be signed by or on behalf of each Bank; PROVIDED FURTHER that no such amendment, modification, supplement, termination, waiver or consent, as the case may be, which has the effect of (x) increasing the duties or obligations of any LenderAgent or any Managing Agent [NYCorp;1203895.1] hereunder, and that an increase in or (y) increasing the available portion standard of care or performance required on the part of any Commitment Agent or any Managing Agent hereunder, or (z) reducing or eliminating the indemnities or immunities to which any Agent or Managing Agent is entitled hereunder (including, without limitation, any amendment or modification of any Lender this Section 10.01) shall not constitute an increase in be effective unless the Commitment of such Lender), (2) without the consent same shall be signed by or on behalf of the applicable Facing Agent, amend, modify Agent or waive Managing Agent affected thereby. Any waiver of any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect this Agreement, and any consent to Letters any departure by the Company from the terms of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies this Agreement, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Administrative Agent or Company in any case shall entitle the Company to any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify further notice or waive any provisions relating to the rights demand in similar or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered)circumstances.

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent Agent, any other Agent, any Bank or any Lender Issuing Bank in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent Agent, any other Agent, any Bank or any Lender Issuing Bank at law or law, in equity or otherwise. Neither this Agreement nor Each request by the Company for any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by waiver of or to any provision of this Agreement shall be directed to the Borrower Administrative Agent, and the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent waiver of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive to any provision of this Section 12.1Agreement, (iv) reduce nor consent to any departure by the percentage specified Company therefrom, shall be effective unless the same shall be in writing and signed by the definition of Required Lenders (it being understood that, with the consent Company and by or on behalf of the Administrative Agent and the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this AgreementBanks; provided, furtherhowever, that no such amendment, modification, supplement, waivertermination, dischargewaiver or consent, termination as the case may be, which has the effect of (x) reducing the rate or other change shall (1) increase amount, or extending the Commitments stated maturity or due date, of any Lender over sum payable by the amount thereof then Company to any Bank hereunder or under such Bank’s Notes, or (y) except as provided in effect without Section 2.08(e)(ii), Section 2.12(c)(i), Section 2.13(i), Section 4.03(b)(ii) and Section 10.06(c) hereof, increasing the consent amount, or extending the stated expiration or termination date, of such Lender any Bank’s Revolving Credit Commitment hereunder, or (it being understood that waivers z) changing this Section 10.01, Section 10.06 or modifications of conditions precedent, covenants, Events of Default Section 10.07 hereof or Unmatured Events of Default shall not constitute an increase the definitions of the Commitment terms “Allocable Share”, “Additional Commitment”, “Applicable Facility Fee Percentage”, “Applicable Margin”, “Event of Default”, “Proportional Share”, “Required Banks”, “Revolving Credit Commitment”, “Total Commitment” and “Unmatured Event of Default”, or changing the designation of the “Required Banks” as the Banks entitled to direct the Administrative Agent pursuant to Section 8.01 hereof shall be effective unless the same shall be signed by or on behalf of each Bank; provided further that (i) no such amendment, modification, supplement, termination, waiver or consent, as the case may be, which has the effect of (x) increasing the duties or obligations of any LenderAgent or any Issuing Bank hereunder, and that an increase in (y) increasing the available portion standard of care or performance required on the part of any Commitment Agent or Issuing Bank hereunder, or (z) reducing or eliminating the indemnities or immunities to which any Agent or Issuing Bank is entitled hereunder (including, without limitation, any amendment or modification of any Lender this Section 10.01) shall not constitute an increase in be effective unless the Commitment of such Lender), (2) without the consent same shall be signed by or on behalf of the applicable Facing AgentAgent or Issuing Bank affected thereby, amendas the case may be and (ii) notwithstanding anything to the contrary in this Section 10.01, modify or waive this Agreement may be amended as provided in Section 3.03(c). Any waiver of any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect this Agreement, and any consent to Letters any departure by the Company from the terms of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies this Agreement, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Administrative Agent or Company in any case shall entitle the Company to any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify further notice or waive any provisions relating to the rights demand in similar or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered)circumstances.

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such No amendment, modification, supplement, waiver, discharge, termination or other change is waiver of or to any provision of this Agreement, nor consent to any departure by any Borrower or any of its Subsidiaries therefrom, shall be effective unless the same shall be in writing and signed by or on behalf of the Borrower Required Lenders and the Required LendersBorrowers; provided provided, however, that no such amendment, modification, supplement, waivertermination, discharge, termination waiver or other change shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive any provision of this Section 12.1, (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loansconsent, as the case may be, are included shall (A) reduce the rate of interest or extend the final maturity of the Revolving Commitments (but excluding any change relating to waiver of the applicability of the Default Rate or any mandatory or voluntary repayment of any principal sum payable by any Borrower to any Lender hereunder or any mandatory commitment reduction of the Revolving Commitment related to any mandatory prepayment other than the mandatory commitment reduction at the end of the Commitment Period), or the date for payment of any fees or interest on any Loan, or Letter of Credit or any date for reimbursement of any Letter of Credit Payment or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or Letter of Credit Payment, or amend the definition of “Borrowing Base” to increase the advance rate percentages specified therein to a level higher than that existing on the date hereof, without the prior written consent of each holder of a Note or Lender affected thereby, (B) without the prior written consent of the affected Lender, increase the Commitment of any Lender, extend any Commitment, decrease the principal amount of any Loan or fees owed to any Lender hereunder or change the Revolving Pro Rata Share of any Lender, or, without the prior written consent of all Lenders, increase the amount of the Commitments, (C) change this Section 13.1 or the definitions of the terms “Required Lenders” or “Revolving Pro Rata Share,” without the prior written consent of each Lender affected thereby, or (D) other than as expressly permitted in Section 13.16, effect any release of any material portion of the Collateral during the term of this Agreement or release of any Borrower or Subsidiary Guarantor (other than a Subsidiary Guarantor which is not a Material Subsidiary) from all or substantially all its obligations under the Subsidiary Guarantee Agreement or amend any of the Loan Documents to change the first lien nature of the Collateral without the prior written consent of all Lenders hereunder (other than as a result of a transaction permitted by Section 8.3 or an Asset Disposition made in accordance with the terms of this Agreement (including any amendments thereto permitted hereby) or (v) consent as otherwise permitted pursuant to the assignment or transfer by the Borrower of any of its rights Subsidiary Guarantee Agreement); and obligations under this Agreement; provided, further, that no such amendment, modification, supplement, waivertermination, dischargewaiver or consent, termination as the case may be, which has the effect of (x) increasing the duties or other change obligations of Administrative Agent hereunder, (y) 125 increasing the standard of care or performance required on the part of Administrative Agent hereunder, or (z) reducing or eliminating the fees, indemnities or immunities to which Administrative Agent is entitled hereunder (including, without limitation, any amendment or modification of this Section 13.1(a)), shall (1) increase be effective unless the Commitments same shall be signed by or on behalf of Administrative Agent; and provided further, that no such amendment, modification, supplement, termination, waiver or consent, as the case may be, affecting the rights or duties of any Lender over Facing Bank under this Agreement or any other Loan Document, shall be effective unless the amount thereof then in effect without the consent same shall be signed by such Facing Bank. Any amendment, modification or supplement of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of the applicable Facing Agent, amend, modify or waive to any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect to Letters this Agreement, any waiver of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies this Agreement, and any consent to any departure by the Administrative Agent Borrowers from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by any Loan Document, no notice to or demand on a Borrower in any case shall entitle any Borrower to any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify further notice or waive any provisions relating to the rights demand in similar or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered)circumstances.

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such No amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by the Borrower and the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination waiver of or other change shall, without the consent of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive to any provision of this Section 12.1Agreement, (iv) reduce nor consent to any departure by any Borrower or any of its Subsidiaries therefrom, shall be effective unless the percentage specified same shall be in the definition of Required Lenders (it being understood that, with the consent writing and signed by or on behalf of the Required Lenders (or and the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii))Borrowers; PROVIDED, the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; provided, furtherHOWEVER, that no such amendment, modification, supplement, waivertermination, dischargewaiver or consent, termination or other change as the case may be, shall (1A) reduce the rate of interest or extend the final maturity of the Revolving Commitments (but excluding any change relating to waiver of the applicability of the Default Rate or any mandatory or voluntary repayment of any principal sum payable by any Borrower to any Lender hereunder or any mandatory commitment reduction of the Revolving Commitment related to any mandatory prepayment other than the mandatory commitment reduction at the end of the Commitment Period), or the date for payment of any fees or interest on any Loan, or Letter of Credit or any date for reimbursement of any Letter of Credit Payment or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or Letter of Credit Payment, or amend the definition of "Borrowing Base" to increase the Commitments of any Lender over advance rate percentages specified therein to a level higher than that existing on the amount thereof then in effect date hereof, without the prior written consent of such each holder of a Note or Lender affected thereby, (it being understood that waivers or modifications B) without the prior written consent of conditions precedentthe affected Lender, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase of the Commitment of any Lender, and that an extend any Commitment, decrease the principal amount of any Loan or fees owed to any Lender hereunder or change the Revolving Pro Rata Share of any Lender, or, without the prior written consent of all Lenders, increase the amount of the Commitments, (C) change this SECTION 13.1 or the definitions of the terms "Required Lenders" or "Revolving Pro Rata Share," without the prior written consent of each Lender affected thereby, or (D) other than as expressly permitted in the available SECTION 13.16, effect any release of any material portion of any Commitment the Collateral during the term of this Agreement or release of any Lender shall Borrower or Subsidiary Guarantor (other than a Subsidiary Guarantor which is not constitute a Material Subsidiary) from all or substantially all its obligations under the Subsidiary Guarantee Agreement or amend any of the Loan Documents to change the first lien nature of the Collateral without the prior written consent of all Lenders hereunder (other than as a result of a transaction permitted by SECTION 8.3 or an increase Asset Disposition made in accordance with the Commitment terms of this Agreement (including any amendments thereto permitted hereby) or as otherwise permitted pursuant to the Subsidiary Guarantee Agreement); and PROVIDED, FURTHER, that no such Lenderamendment, modification, supplement, termination, waiver or consent, as the case may be, which has the effect of (x) increasing the duties or obligations of Administrative Agent hereunder, (y) 125 increasing the standard of care or performance required on the part of Administrative Agent hereunder, or (z) reducing or eliminating the fees, indemnities or immunities to which Administrative Agent is entitled hereunder (including, without limitation, any amendment or modification of this SECTION 13.1(a)), (2) without shall be effective unless the consent same shall be signed by or on behalf of Administrative Agent; and PROVIDED FURTHER, that no such amendment, modification, supplement, termination, waiver or consent, as the applicable case may be, affecting the rights or duties of any Facing AgentBank under this Agreement or any other Loan Document, amendshall be effective unless the same shall be signed by such Facing Bank. Any amendment, modify modification or waive supplement of or to any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect to Letters this Agreement, any waiver of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies this Agreement, and any consent to any departure by the Administrative Agent Borrowers from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by any Loan Document, no notice to or demand on a Borrower in any case shall entitle any Borrower to any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify further notice or waive any provisions relating to the rights demand in similar or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered)circumstances.

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Syndication Agents or the Administrative Agent or any Lender Bank or the Issuing Bank in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Syndication Agents, the Administrative Agent Agent, any Bank or any Lender the Issuing Bank at law or law, in equity or otherwise. Neither this Agreement nor Each request by the Company for any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by waiver of or to any provision of this Agreement shall be directed to the Borrower Syndication Agents, and the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent waiver of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive to any provision of this Section 12.1Agreement, (iv) reduce nor consent to any departure by the percentage specified Company therefrom, shall be effective unless the same shall be in writing and signed by the definition of Required Lenders (it being understood that, with the consent Company and by or on behalf of the Syndication Agents and the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this AgreementBanks; provided, furtherhowever, that no such amendment, modification, supplement, waivertermination, dischargewaiver or consent, termination as the case may be, which has the effect of (x) reducing the rate or other change shall (1) increase amount, or extending the Commitments stated maturity or due date, of any Lender over sum payable by the amount thereof then Company to any Bank hereunder or under such Bank’s Notes, or (y) except as provided in effect without Section 2.08(e)(ii), Section 2.12(c)(i), Section 2.13(i), Section 4.03(b)(ii) and Section 10.06(c) hereof, increasing the consent amount, or extending the stated expiration or termination date, of such Lender any Bank’s Revolving Credit Commitment hereunder, or (it being understood that waivers z) changing this Section 10.01, Section 10.06 or modifications of conditions precedent, covenants, Events of Default Section 10.07 hereof or Unmatured Events of Default shall not constitute an increase the definitions of the Commitment terms “Allocable Share”, “Applicable Facility Fee Percentage”, “Applicable Margin”, “Event of Default”, “Proportional Share”, “Reference Bank”, “Reference Banks”, “Required Banks”, “Revolving Credit Commitment”, “Total Commitment” and “Unmatured Event of Default”, or changing the designation of the “Required Banks” as the Banks entitled to direct the Syndication Agents pursuant to Section 8.01 hereof shall be effective unless the same shall be signed by or on behalf of each Bank; provided further that no such amendment, modification, supplement, termination, waiver or consent, as the case may be, which has the effect of (x) increasing the duties or obligations of any LenderAgent or any Managing Agent or the Issuing Bank hereunder, and that an increase in or (y) increasing the available portion standard of care or performance required on the part of any Commitment Agent or any Managing Agent or the Issuing Bank hereunder, or (z) reducing or eliminating the indemnities or immunities to which any Agent or Managing Agent or the Issuing Bank is entitled hereunder (including, without limitation, any amendment or modification of any Lender this Section 10.01) shall not constitute an increase in be effective unless the Commitment of such Lender), (2) without the consent same shall be signed by or on behalf of the applicable Facing AgentAgent or Managing Agent affected thereby or the Issuing Bank, amend, modify or waive as the case may be. Any waiver of any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect this Agreement, and any consent to Letters any departure by the Company from the terms of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies this Agreement, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Administrative Agent or Company in any case shall entitle the Company to any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify further notice or waive any provisions relating to the rights demand in similar or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered)circumstances.

No Waiver; Modifications in Writing. (a) Except as expressly provided in this Agreement, no No failure or delay on the part of the Administrative Agent Agent, any other Agent, any Bank or any Lender Issuing Bank in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent Agent, any other Agent, any Bank or any Lender Issuing Bank at law or law, in equity or otherwise. Neither this Agreement nor Each request by the Company for any terms hereof may be amended, modified, supplemented, waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is in writing signed by waiver of or to any provision of this Agreement shall be directed to the Borrower Administrative Agent, and the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the consent waiver of each Lender (other than a Defaulting Lender) with Obligations directly affected thereby in the case of the following clause (i), (i) extend the final scheduled maturity of any Loan or Note (including, without limitation, by amending or modifying the proviso contained in the definition of Revolver Termination Date or Term B Loan Maturity Date), or extend the stated maturity of any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or extend the time of payment of interest (except for waivers of Default Rate interest) or fees thereon, or reduce or forgive the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) or release any Guarantor (other than (x) a Guarantor that is not a Material Subsidiary or (y) in connection with a transaction permitted by Section 8.3), (iii) amend, modify or waive to any provision of this Section 12.1Agreement, (iv) reduce nor consent to any departure by the percentage specified Company therefrom, shall be effective unless the same shall be in writing and signed by the definition of Required Lenders (it being understood that, with the consent Company and by or on behalf of the Administrative Agent and the Required Lenders (or the Lenders providing Additional Term Loans in the case of an amendment pursuant to Section 2.1(a)(ii)), the definition of “Required Lenders” shall include lenders with respect to additional revolving loans or term loans pursuant to this Agreement so long as such additional revolving loans or term loans are on substantially the same basis as the Revolving Loans or Term Loans, as the case may be, are included on the date hereof) or (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this AgreementBanks; provided, furtherhowever, that no such amendment, modification, supplement, waivertermination, dischargewaiver or consent, termination as the case may be, which has the effect of (w) altering the pro rata sharing of payments required by, or other change shall pro rata funding requirements of, Section 2.09 or Section 9.08, (1x) increase reducing the Commitments rate or amount, or extending the stated maturity or due date, of any Lender over sum payable by the amount thereof then in effect without the consent of Company to any Bank hereunder or under such Lender Bank’s Notes (it being understood and agreed that waivers no amendment or modifications of conditions precedent, covenants, Events of Default or Unmatured Events of Default shall not constitute an increase modification to the definitions of the Commitment 2019 Baseline GHG Emissions, the 2021 GHG Emissions, KPI Metric, the Threshold A, the Target A or to Section 2.15 shall constitute a reduction in the rate of interest or in the rate at which fees accrue for purposes of this clause (x)) or (y) except as provided in Section 2.08(e)(ii), Section 2.12(c)(i), Section 2.13(i) and Section 10.06(c) hereof, increasing the amount, or extending the stated expiration or termination date, of any LenderBank’s Revolving Credit Commitment hereunder, or (z) changing this Section 10.01, Section 10.06 or Section 10.07 hereof or the definitions of the terms “Allocable Share”, “Applicable Facility Fee Percentage”, “Applicable Margin”, “Event of Default”, “Proportional Share”, “Required Banks”, “Revolving Credit Commitment”, “Total Commitment” and “Unmatured Event of Default”, or changing the designation of the “Required Banks” as the Banks entitled to direct the Administrative Agent pursuant to Section 8.01 hereof shall be effective unless the same shall be signed by or on behalf of each Bank; provided further that an increase in (i) no such amendment, modification, supplement, termination, waiver or consent, as the available portion case may be, which has the effect of (x) increasing the duties or obligations of any Commitment Agent or any Issuing Bank hereunder, (y) increasing the standard of care or performance required on the part of any Lender Agent or Issuing Bank hereunder, or (z) reducing or eliminating the indemnities or immunities to which any Agent or Issuing Bank is entitled hereunder (including, without limitation, any amendment or modification of this Section 10.01) shall not constitute an increase in be effective unless the Commitment of such Lender), (2) without the consent same shall be signed by or on behalf of the applicable Facing AgentAgent or Issuing Bank affected thereby, amendas the case may be and (ii) notwithstanding anything to the contrary in this Section 10.01, modify or waive this Agreement may be amended as provided in Section 3.03(b) and Section 2.15(g). Any waiver of any provision of Section 2.9 or alter such Facing Agent’s rights or obligations with respect this Agreement, and any consent to Letters any departure by the Company from the terms of Credit that it has issued or may be required to issue, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Article XI as same applies this Agreement, shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Administrative Agent or Company in any case shall entitle the Company to any other provisions as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Administrative Agent, amend, modify further notice or waive any provisions relating to the rights demand in similar or obligations of the Administrative Agent under the other Loan Documents, (5) without the consent of the Majority Lenders of each Facility, amend the definition of Majority Lenders, (6) without the consent of the Majority Lenders of the applicable Facility, amend the Scheduled Term Repayments for such Facility, or (7) without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities pursuant to Section 4.5(a) (although the Required Lenders may waive in whole or in part, any such prepayment, repayment (other than Scheduled Term Repayments) or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered)circumstances.