Common use of Waiver; Amendments Clause in Contracts

Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.

Waiver; Amendments. No delay on the part of the Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. This Agreement and the other Loan Documents are intended by the parties as the final, complete and exclusive statement of the transactions evidenced by this Agreement and the other Loan Documents. All prior or contemporaneous promises, agreements and understandings, whether oral or written, are deemed to be superceded by this Agreement and the other Loan Documents, and no party is relying on any promise, agreement or understanding not set forth in this Agreement and the other Loan Documents. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Share of not less than the aggregate Pro Rata Shares Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Pro Rata Share of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall release (i) increase the Revolving Commitment Amount, (ii) extend the date for payment of any party from its guaranty under principal of or interest on the Guarantee and Collateral Agreement or all Loans or any substantial part fees payable hereunder, (iii) reduce the principal amount of any Loan, the Collateral granted under the Collateral Documentsrate of interest thereon or any fees payable hereunder, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or (iv) reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all LendersBanks. No provision of Section 9 13, or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the Issuing Bank.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by the Company and the Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Company and the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any Commitment, Lender without the written consent of such Lender; (b) extend the date scheduled for payment of any principal of (except as set forth belowexcluding voluntary or mandatory prepayments) of, or interest on on, the Loan Loans, or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby; (c) reduce the principal amount of the Loanany Loan (excluding voluntary or mandatory prepayments), the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders. No provision of Section 9 6.2 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of the Required Lenders and the Company. No provision of Article XIV or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. The Administrative Agent shall receive copies of all amendments, modifications and waivers of, or consents with respect to, any provision of this Agreement or the other Loan Documents.

Waiver; Amendments. No delay on the part of Agent the Agent, any Lender, or the holder of any Lender Committed Loan in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No Except as provided in Section 6.2(b), no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Committed Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by the Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Committed Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent (i) shall increase any Commitmentchange the definition of “Required Lenders” or “Percentage” in Section 1, extend amend, waive, change or otherwise modify the date scheduled for payment terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest Guarantor pursuant to Section 2.4.1) a transaction otherwise permitted hereunder), or any fees or other amounts payable hereunder or under otherwise change the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No aggregate Percentage required to effect an amendment, modification, waiver or consent shall release any party from its guaranty under without the Guarantee and Collateral Agreement or all or any substantial part written consent of the Collateral granted under the Collateral Documents, change the definition of Required Obligors and all Non-Defaulting Lenders, change (ii) shall modify or waive any provision of this the conditions precedent specified in Section 10.19.1 for the making of any Committed Loan without the written consent of the Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, change increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions of Section 2.8.2 12 or reduce any provision herein affecting the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, rights and duties of the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent’s written consent.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No Except as contemplated by Section 2.1.2(c) or 15.1.1, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents(except for periodic adjustments of interest rates and fees based on a change in applicable Level as expressly provided herein), without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, (d) change the definition of Required Lenders, change Lenders or any provision of this Section 10.115.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders; (e) change Section 7.5 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby or (f) release any guarantor from its guarantee of the Obligations without the written consent of each Lender. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such, shall be amended, modified or waived without the consent of the Swing Line Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral DocumentsGuaranty Agreement, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.

Waiver; Amendments. No delay on the part of Agent the Agent, any Lender, or the holder of any Lender Committed Loan in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Committed Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by the Obligors (or, in the case of the Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Committed Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent (i) shall increase any Commitmentchange the definition of “Required Lenders” or “Percentage” in Section 1, extend amend, waive, change or otherwise modify the date scheduled for payment terms of Section 3.6, Section 5.2(a), Section 10.1.1, or this Section 12.1, release all or substantially all of the Guarantors (except the release of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest Guarantor pursuant to Section 2.4.1) a transaction otherwise permitted hereunder), or any fees or other amounts payable hereunder or under otherwise change the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No aggregate Percentage required to effect an amendment, modification, waiver or consent shall release any party from its guaranty under without the Guarantee and Collateral Agreement or all or any substantial part written consent of the Collateral granted under the Collateral Documents, change the definition of Required Obligors and all Non-Defaulting Lenders, change (ii) shall modify or waive any provision of this the conditions precedent specified in Section 10.19.1 for the making of any Committed Loan without the written consent of the Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, change increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions of Section 2.8.2 12 or reduce any provision herein affecting the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, rights and duties of the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent’s written consent.

Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No Except as otherwise set forth in this Agreement or any other Loan Document (including on Annex A), no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in Company and by the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No ; provided that, in no case shall an amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under (d) change the Guarantee and Collateral Agreement or all or any substantial part requisite percentage of the Collateral granted under the Collateral Documents, change Lenders in the definition of Required Lenders, change Lenders or any provision of this Section 10.115.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision ; or (e) change Section 7.2 or Section 7.5 in a manner that would alter the pro rata sharing of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived payments required thereby without the written consent of Agenteach Lender directly affected thereby.

Waiver; Amendments. Administrative Agent’s or Lenders’ failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement shall not waive, affect or diminish any right of Administrative Agent thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Administrative Agent, Issuing Lender or the Lenders, as applicable, of an Event of Default under this Agreement or a default under any of the other Financing Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the other Financing Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of single or partial exercise by Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single hereunder or partial exercise by any of them of any right, power or remedy under the Financing Agreements preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No Except as otherwise set forth herein, no amendment, modification or waiver of, or consent with respect to, to (as reasonably determined by Administrative Agent) any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) Financing Agreements shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Borrower and either (i) Required Lenders, or (ii) Administrative Agent with a certification that consent from the Required Lenders has been obtained, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No Notwithstanding anything contained herein to the contrary, no amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, as applicable, (b) extend the date scheduled for payment of any principal (exclusive of (except as set forth belowmandatory prepayments) of or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) extend the Stated Maturity Date of the Loans without the written consent of all Lenders (except in accordance with the terms of this Agreement), (d) reduce the principal amount of the LoanLoans, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendmentthereby (except for any periodic adjustments of interest rates and fees as provided for in this Agreement), modification, waiver or consent shall (e) release any party from its obligations under any guaranty under the Guarantee and Collateral Agreement at any time hereafter provided, if any, or all or any substantial part substantially all of the Collateral granted hereunder or under any of the Collateral DocumentsFinancing Agreements (except as otherwise specifically permitted or provided in this Agreement), change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 12.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase with respect to this subsection (e), the written consent of all Lenders, or (f) waive any condition set forth in Section 5 without the prior written consent of each Lender directly affected thereby. No provision in this Agreement with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of all Required Lenders. No provision of Section 9 11 or other provision of this Agreement affecting Administrative Agent or any Issuing Lender, in its capacity such capacity, as such shall be amended, modified or waived without the consent of AgentAdministrative Agent or such Issuing Lender, as applicable. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Waiver; Amendments. No delay on the part of Administrative Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing writing, signed by Administrative Agent and approved Borrower, and unless reserved to Administrative Agent herein, acknowledged by Lenders the Banks having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (i) extend or increase the Commitment of any CommitmentBank without the written consent of such Bank, (ii) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Bank directly affected thereby, (iii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender Bank directly affected thereby. No amendmentthereby (except for periodic adjustments of the Interest Rate and fees resulting from a change in SOFR as provided for in this Agreement and other than the rescission of the implementation of the Default Rate of interest and/or fees by Required Banks as provided for in this Agreement), modification(iv) release any collateral for the Loan except as expressly provided for herein, waiver or consent shall (v) increase any Bank’s Pro Rata Share unless consented to by such Bank, (vi) decrease any Bank’s Pro Rata Share except in connection with a permitted assignment pursuant to Section 11.14(c) hereof, (vii) release any party from its guaranty obligations under the Guarantee and Collateral Agreement Loan Documents or all or any substantial part of the Collateral Property or Personal Property granted under the Collateral Loan Documents, except as expressly provided herein, (viii) change the definition of Required LendersBanks, (ix) change any provision of this Section 10.111.11, change the provisions of Section 2.8.2 or (x) reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, or (xi) amend the definition of Eligible Assignee to permit Borrower, Guarantor, or any Affiliate of either Borrower or Guarantor to become a lender, without, in each case, the written consent of all Lendersof the Banks. No provision of Section 9 11 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. Further, no amendment, waiver or consent unless in writing and signed by Administrative Agent, in addition to the Banks required hereinabove in subsection (i) to take such action shall affect the rights or duties of Administrative Agent under this Agreement or any of the other Loan Documents. No waiver shall extend to or affect any Obligation not expressly waived or impair any right consequent thereon and any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose set forth therein. No course of dealing or delay or omission on the part of Administrative Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Except as otherwise explicitly provided for herein or in any other Loan Document, no notice to or demand upon Borrower shall entitle Borrower to any other or further notice or demand in similar or other circumstances.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No Except as otherwise set forth herein, no material amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by either (i) Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, or (ii) the Administrative Agent with a certification that consent from the required Pro Rata Shares or the Lenders has been obtained, and then any such material amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, immaterial amendments and modifications and waivers or consents to immaterial matters may be made by the Administrative Agent in its sole discretion from time to time. No Notwithstanding anything contained herein to the contrary, no amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (including, without limitation, mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other written consent of each Lender directly affected thereby, (c) extend the Termination Date without the written consent of all Lenders, (d) extend the Term A Loan Documents or Maturity Date without the written consent of all Lenders with Term A Loan Commitments, (e) extend the Term B Loan Maturity Date without the written consent of all Lenders with Term B Loan Commitments, (f) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendmentthereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement), modification, waiver or consent shall (g) release any party from its obligations under any guaranty under the Guarantee and Collateral Agreement at any time hereafter provided, if any, or all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as otherwise specifically permitted or provided in this Agreement), change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.1.2 or 6.2 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having an interest in the Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent.

Waiver; Amendments. (a) No failure or delay on by the part of Agent Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or any other Loan Document, and no course of dealing between the exercise of Borrower and the Administrative Agent or any rightLender, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, such right or power or remedy any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof, thereof or the exercise of any other rightright or power hereunder or thereunder. The rights and remedies of the Administrative Agent, power the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedyremedies provided by law. No amendment, modification or waiver of, or consent with respect to, of any provision of this AgreementAgreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 10.2, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the Notes making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No amendment or waiver of any provision of this Agreement or the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating Documents, nor consent to any other Debt) departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and approved signed by the Borrower and the Required Lenders having aggregate Pro Rata Shares or the Borrower and the Administrative Agent with the consent of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto orRequired Lenders (and, in if the absence of such designation as to any provision of this Agreement, by Required Lenders, Administrative Agent executes and then delivers any such amendment, modificationwaiver or consent which states that it is being provided by the Administrative Agent in its capacity as such with the consent of the Required Lenders, the Borrower shall be entitled to rely thereon) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment; provided, modification, that no amendment or waiver or consent shall shall: (i) increase any Commitment, extend the date scheduled for payment Commitment of any principal Lender without the written consent of such Lender, (except as set forth belowii) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of any Loan or LC Disbursement or reduce the Loan, the amount or rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.20(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section 10.2 or the definition of “Required Lenders” or any other Loan Documentsprovision hereof specifying the number or percentage of Lenders which are required to waive, withoutamend or modify any rights hereunder or make any determination or grant any consent hereunder, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall Lender; (vi) release any party from its guarantor or limit the liability of any such guarantor under any guaranty under the Guarantee and Collateral Agreement or agreement; (vii) release all or any substantial part substantially all of the Collateral granted under collateral (if any) securing any of the Collateral DocumentsObligations; (viii) waive any condition set forth in Section 3.2(a); provided further, change that no such agreement shall amend, modify or otherwise affect the definition rights, duties or obligations of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each caseAdministrative Agent, the Swingline Bank or the Issuing Bank without the prior written consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of AgentPerson.

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Share of not less than the aggregate Pro Rata Shares Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Pro Rata Share of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Lender without the consent of each Lender directly affected therebysuch Lender. No amendment, modification, waiver or consent shall (i) increase the Revolving Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Documents or (v) reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) Agreement shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required LendersLenders and, in the case of an amendment or other modification, the Company, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase the Percentage of any CommitmentLender, or increase or extend the Commitment of any Lender, without the consent of such Lender. No amendment, modification, waiver or consent shall (i) extend the scheduled maturity date of any principal of any Loan or extend the date scheduled for payment of any principal of (except as set forth below) or interest on the any Loan or any fees or other amounts payable hereunder or under the other Loan Documents or hereunder, (ii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or hereunder, (iii) release (x) the Parent from its obligations under the Parent Guaranty, (y) any Subsidiary from its obligations under the Subsidiary Guaranty (other Loan Documentsthan with respect to a Subsidiary Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or (z) all or substantially all of the collateral granted under the Collateral Documents or (iv) reduce the aggregate Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender. No provision of this Agreement affecting the Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by the Administrative Agent and signed and delivered by Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase (i) extend any Commitment, Commitment Reduction Date or reduce the amount of the scheduled reduction on any such date or extend the date fixed for any scheduled for payment of any principal of (except as set forth below) or interest on the Loan or Loans, any reimbursement obligation in respect of any Letter of Credit, any fees or other amounts payable hereunder or under the other Loan Documents any amount payable pursuant to Section 7.6 or Section 8, (ii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (providedthereon, that Required Lenders may rescind an imposition of default interest any fees payable hereunder or any amount payable pursuant to Section 2.4.17.6 or Section 8, (iii) release the Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or any fees all or other amounts payable hereunder or substantially all of the collateral granted under the other Loan Collateral Documents, or (iv) change the aggregate Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release extend the term of or increase the amount of any party from its guaranty under the Guarantee and Collateral Agreement or all or Commitment of any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, Lender without the consent of all Lenderssuch Lender. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such 13 shall be amended, modified or waived without the consent of the Administrative Agent. No provision affecting the rights and duties of the Issuer under this Agreement or any Letter of Credit Application or relating to any Letter of Credit issued or to be issued by it shall be amended, modified or waived without the consent of the Issuer. No provision affecting the rights and duties of the Swing Line Lender under this Agreement shall be amended, modified or waived without the consent of the Swing Line Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by the Company and Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral DocumentsPledge Agreement, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No Except as otherwise set forth in this Agreement or any other Loan Document (including on Annex A), no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in Company and by the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No ; provided that, in no case shall an amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under (d) change the Guarantee and Collateral Agreement or all or any substantial part requisite percentage of the Collateral granted under the Collateral Documents, change Lenders in the definition of Required Lenders, change Lenders or any provision of this Section 10.115.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders; (e) change Section 7.2, Section 7.5 or Section 5.02 of the Collateral Agreement in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby, (f) release all or substantially all of the value of the Guarantee Obligations of (x) the Subsidiary Loan Parties or (y) an IPO Entity (including, in each case, by limiting liability in respect thereof), in each case created under the Collateral Agreement, in each case without the written consent of each Lender (except as expressly provided in Section 15.12 or the Collateral Agreement (including any such release by the Administrative Agent in connection with any sale or other disposition of any Subsidiary upon the exercise of remedies under the Security Documents), it being understood and agreed that an amendment or other modification of the type of obligations guaranteed under the Collateral Agreement shall not be deemed to be a release or limitation of any such Guarantee Obligations) or (g) release all or substantially all the Collateral from the Liens of the Security Documents, or subordinate any such Liens to Liens securing any other Indebtedness for borrowed money, in each case, without the written consent of each Lender (except as expressly provided in Section 15.12 or the applicable Security Document (including any such release by the Administrative Agent in connection with any sale or other disposition of the Collateral upon the exercise of remedies under the Security Documents), it being understood and agreed that an amendment or other modification of the type of obligations secured by the Security Documents shall not be deemed to be a release of the Collateral from the Liens of the Security Documents); provided that any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Company and the Administrative Agent to cure any ambiguity, omission, defect, error, mistake or inconsistency (including amendments, supplements or waivers to any of the Security Documents, guarantees, intercreditor agreements or related documents executed by any Loan Party or any other Subsidiary in connection with this Agreement if such amendment, supplement or waiver is delivered in order to cause such Security Documents, guarantees, intercreditor agreements or related documents to be consistent with this Agreement and the other Loan Documents), so long as, in each case, the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of such Issuing Bank.

Waiver; Amendments. No delay on the part of the Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Percentage of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall (i) extend or increase the amount of the Commitments, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any party from its guaranty under the Guarantee and Collateral Agreement Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or all or any substantial part substantially all of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Document or (v) reduce the aggregate Pro Rata Share Percentage required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all LendersBanks. No provision provisions of Section 9 13 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of such Issuing Bank.

Waiver; Amendments. No delay on the part of the Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Share of not less than the aggregate Pro Rata Shares Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Pro Rata Share of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall release (i) increase the Line of Credit Commitment Amount, the Revolving Commitment Amount, or the amount of the Line of Credit Optional Increase or the Revolving Commitment Optional Increase (ii) extend the date for payment of any party from its guaranty under principal of or interest on the Guarantee and Collateral Agreement or all Loans or any substantial part fees payable hereunder, (iii) reduce the principal amount of any Loan, the Collateral granted under the Collateral Documentsrate of interest thereon or any fees payable hereunder, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or (iv) reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all LendersBanks, or (v) amend, modify or waive this Section 13.1 (vi) release or defer the granting or perfecting of a lien or security interest in all or substantially all or any material part of any collateral or release any guaranty or similar undertaking provided by any Person, provided however that the Agent shall be entitled to release any collateral or guaranty in connection with any sale or transfer by the Company or any Subsidiary which is permitted under the terms of this Agreement, or the other Loan Documents without notice to or any further action or consent of the Banks, (vii) terminate or modify any indemnity provided to the Banks hereunder or under any other Loan Documents, except as shall be otherwise expressly provided in this Agreement or any other Loan Document. No provision of Section 9 12 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the Issuing Bank; and no provision of this Agreement relating to the rights or duties of the Swing Line Bank in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Bank.

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Total Percentage of not less than the aggregate Pro Rata Shares Total Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders authorize the Agent to act within its discretion (and without notice to or the consent of any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Borrower or the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4 and other than a waiver of any Event of Default under Section 11.1.1) with this Agreement (provided that no such waiver shall be for a period in excess of 90 days). No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Total Percentage of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Lender without the consent of each Lender directly affected therebysuch Lender. No amendment, modification, waiver or consent shall (i) increase the Revolving Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any party the Guaranty, release the Company from its guaranty under the Guarantee and Collateral Agreement provisions of Section 14 or release all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Documents or (v) reduce the aggregate Pro Rata Share Total Percentage required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all Lenders. No provision of Section 9 12 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Fronting Lender in its capacity as such shall be amended, modified or waived without the consent of the Fronting Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by the Company and the Required Lenders having aggregate Pro Rata Shares (or the Administrative Agent on behalf of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders), and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (i) extend or increase the Commitment of any CommitmentLender (provided that an amendment, modification, waiver or consent with respect to any condition precedent, covenant, mandatory prepayment pursuant to Section 6.2.4, Event of Default or Unmatured Event of Default shall not constitute an increase in the Commitment of any Lender), (ii) extend the any scheduled date scheduled for payment of any principal of (except as set forth below) or interest on the any Loan or any fees or other amounts payable hereunder (provided that an amendment, modification, waiver or under consent with respect to (x) mandatory prepayments pursuant to Section 6.2.4 or (y) the other Loan Documents Default Rate shall not constitute an extension of the scheduled date for payment of principal or interest), or (iii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder (provided that an amendment, modification, waiver or under consent with respect to (x) the other Loan DocumentsDefault Rate or (y) Section 10.6, the definition of the “Funded Debt to EBITDA Ratio” and/or the related definitions shall not constitute a reduction in interest or fees payable hereunder), without, in each case, the consent of each Lender directly affected thereby. No ; and no amendment, modification, waiver or consent shall (a) limit the consent or similar approval rights of a Revolving Lender set forth in Sections 2.7 and 2.8(d) without the consent of each Revolving Lender, (b) alter Section 11.2 without the consent of Revolving Lenders holding at least a majority of the then outstanding Revolving Commitments and Revolving Loans or (c) alter any provisions of any Loan Document in a manner that by its terms adversely affects the rights or payments due to Lenders holding Commitments or Loans of any Class differently than those holding Commitments or Loans of any other Class without the written consent of Lenders holding a majority of the outstanding Loans and Commitments of such affected Class; and no amendment, modification, waiver or consent shall (w) release any party the Company from its guaranty obligations under the Guarantee and Collateral Agreement or its guarantee set forth in Section 15, (x) release all or any substantial part substantially all of the Collateral granted under value (determined in a manner consistent with the Collateral Documentsassets and revenues tests contained in the first sentence of Section 10.16) of the Subsidiary Guaranty (other than pursuant to Section 10.16), change the definition of Required Lenders, (y) change any provision of this Section 10.1, change or the provisions definition of Section 2.8.2 Required Lenders or reduce the aggregate Pro Rata Share percentage required to effect any an amendment, modification, waiver or consentconsent or (z) change any provision of Section 7.6, without, in each case, the consent of all Lenders. No provision provisions of Section 9 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of each Issuing Lender. No provision of this Agreement affecting any Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of such Swing Line Lender. Notwithstanding anything to the contrary in this Agreement, no Defaulting Lender shall have any right to approve or disapprove any amendment, modification, waiver or consent hereunder, except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms directly affects any Defaulting Lender more adversely (other than as a result of the relative size of its Commitment) than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary contained herein, as to any amendment, amendment and restatement or other modifications otherwise approved in accordance with this Section 14.1, it shall not be necessary to obtain the consent or approval of any Lender that, upon giving effect to such amendment, amendment and restatement or other modification, would have no Commitments or outstanding Loans so long as such Lender receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment, amendment and restatement or other modification becomes effective. If any Lender does not consent to a proposed amendment, modification, waiver or consent with respect to any Loan Document that requires the consent of each affected Lender or each Lender and that has been approved by the Required Lenders, the Company may replace such non-consenting Lender (a “Non-Consenting Lender”) in accordance with Section 8.7(b); provided that such amendment, modification, waiver or consent can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Company to be made pursuant to this paragraph). Notwithstanding the foregoing, the Administrative Agent and the Company may amend any Loan Document without the further consent of any other party to such Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, in each case so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment; (d) extend the Termination Date, modification, waiver or consent shall (e) release any party from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by the Company and the Required Lenders having aggregate Pro Rata Shares (or the Administrative Agent on behalf of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders), and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (i) extend or increase the Commitment of any CommitmentLender, (ii) extend the any scheduled date scheduled for payment of any principal of (except as set forth below) or interest on the any Loan or any fees or other amounts payable hereunder or under the other Loan Documents or (iii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, the consent of each Lender directly affected thereby. No ; and no amendment, modification, waiver or consent shall (a) limit the consent or similar approval rights of a Revolving Lender set forth in Sections 2.7 and 2.8(d) without the consent of each Revolving Lender, (b) alter Section 11.2 without the consent of Revolving Lenders holding at least a majority of the then outstanding Revolving Commitments and Revolving Loans or (c) alter any provisions of any Loan Document in a manner that by its terms adversely affects the rights or payments due to Lenders holding Commitments or Loans of any Class differently than those holding Commitments or Loans of any other Class without the written consent of Lenders holding a majority of the outstanding Loans and Commitments of such affected Class; and no amendment, modification, waiver or consent shall (w) release any party the Company from its guaranty obligations under the Guarantee and Collateral Agreement or its guarantee set forth in Section 15, (x) release all or any substantial part substantially all of the Collateral granted under value (determined in a manner consistent with the Collateral Documentsassets and revenues tests contained in the first sentence of Section 10.16) of the Subsidiary Guaranty (other than pursuant to Section 10.16), change the definition of Required Lenders, (y) change any provision of this Section 10.1, change or the provisions definition of Section 2.8.2 Required Lenders or reduce the aggregate Pro Rata Share percentage required to effect any an amendment, modification, waiver or consentconsent or (z) change any provision of Section 7.6, without, in each case, the consent of all Lenders. No provision provisions of Section 9 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of each Issuing Lender. No provision of this Agreement affecting each Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of such Swing Line Lender. Notwithstanding anything to the contrary in this Agreement, no Defaulting Lender shall have any right to approve or disapprove any amendment, modification, waiver or consent hereunder, except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms directly affects any Defaulting Lender more adversely (other than as a result of the relative size of its Commitment) than other affected Lenders shall require the consent of such Defaulting Lender. If any Lender does not consent to a proposed amendment, modification, waiver or consent with respect to any Loan Document that requires the consent of each affected Lender or each Lender and that has been approved by the Required Lenders, the Company may replace such non-consenting Lender (a “Non-Consenting Lender”) in accordance with Section 8.7(b); provided that such amendment, modification, waiver or consent can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Company to be made pursuant to this paragraph). Notwithstanding the foregoing, the Administrative Agent and the Company may amend any Loan Document without the further consent of any other party to such Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, in each case so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any Commitment, Lender without the written consent of such Lender; (b) extend the date scheduled for payment of any principal of (except as set forth belowexcluding mandatory prepayments) of, or interest on on, the Loan Loans, or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby; (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as may be provided for in this Agreement); or consent shall (d) release any party from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 SECTION 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.

Waiver; Amendments. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Term Loan Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Term Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Term Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party guarantor from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement Agreement, other than as part of or in connection with any disposition permitted hereunder, or all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.9), change the definition of Required Lenders, change any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders. No provision of Sections 6.1.2 or 6.2 with respect to the timing or application of mandatory prepayments of the Term Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. Notwithstanding the foregoing, this agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Term Loans of such Non-Consenting Lenders for an amount equal to the principal balance of all such Term Loans held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. If, in connection with any proposed amendment, waiver or consent requiring the consent of each Lender, each Lender affected thereby or any other similar standard, the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then Lxxxxxxx may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to Lxxxxxxx and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment Agreement and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with assignment requirements as set forth in this Agreement, and (ii) Table of Contents Lxxxxxxx shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by Lxxxxxxx hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 7.6 and 8.1, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 8.4 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

Waiver; Amendments. No delay on the part of the Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. This Agreement and the other Loan Documents are intended by the parties as the final, complete and exclusive statement of the transactions evidenced by this Agreement and the other Loan Documents. All prior or contemporaneous promises, agreements and understandings, whether oral or written, are deemed to be superceded by this Agreement and the other Loan Documents, and no party is relying on any promise, agreement or understanding not set forth in this Agreement and the other Loan Documents. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Share of not less than the aggregate Pro Rata Shares Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Pro Rata Share of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall (i) increase the Revolving Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any party from its guaranty under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Documents or (v) reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all LendersBanks. No provision of Section 9 SECTION 13 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the Issuing Bank.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions 15.1 or any provision of Section 2.8.2 7.5 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.

Waiver; Amendments. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No Except to the extent set forth in Section 15.3 hereof, no amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party Guarantor from its guaranty obligations under the Guarantee and Collateral Agreement Accel Inc. Guaranty, other than as permitted thereunder or as part of or in connection with any disposition permitted hereunder, or release or subordinate its liens on all or any substantial part of the Collateral granted under any of the Collateral Documentsother Loan Documents (except as permitted by Section 17.11), change the definition of Required Lenders, change any provision of this Section 10.119.1, change the provisions of Section 2.8.2 15.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (e), the written consent of all Lenders. No provision of Section 9 2.6.4 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Share of the Term Loan. No provision of Section 17 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. No provision of this Agreement relating to the rights or duties of the L/C Issuers in their capacities as such shall be amended, modified or waived without the consent of the L/C Issuers. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loan, the Revolving Loans, the Contract Draw Loans, the Revolving Loan Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non- Consenting Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non- Consenting Lenders agree that they shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Loan Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Loan Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided the Lenders having aggregate Pro Rata Shares authorize the Agent to act within its discretion (and without notice to or the consent of not less any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 60 days). No amendment, modification, waiver or consent shall increase or extend any Commitment of any Lender without the written consent of such Lender. No amendment, modification, waiver or consent shall (i) amend, modify or waive Section 7.5, (ii) increase the Revolving Commitment Amount or the Acquisition Commitment Amount, (iii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iv) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (v) release all or a substantial number of the guarantors from the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, (vi) amend or modify Section 9.6.1 or Section 9.6.2 so as to reduce the minimum financial ratios set forth therein, (vii) amend or modify Section 9.6.3 or Section 9.6.4 so as to increase the maximum financial ratios set forth therein, (viii) amend or modify Section 9.6.5, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to Dealer Financings, (x) amend, modify or waive Section 6.3 or (xi) reduce the aggregate Pro Rata Shares expressly designated herein Share required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Lenders. The Agent shall not execute any material amendment, modification or waiver of, or material consent with respect thereto orto, in the absence of such designation as to any provision of this Agreement, the Guaranty or any Collateral Document unless the same shall be approved in writing by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 12 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent.

Waiver; Amendments. No delay on the part of Agent the Agent, any Bank or ------------------ any Lender other holder of a Note in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Percentage of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall (i) extend or increase the amount of the Commitments, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any party from its guaranty under the Guarantee and Collateral Agreement Intercompany Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or all or any substantial part substantially all of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Documents or (v) reduce the aggregate Pro Rata Share Percentage required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all LendersBanks. No provision of Section 9 13 or ---------- other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent.

Waiver; Amendments. No delay on the part of Agent the Agent, any Bank or any Lender other holder of a Note in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Percentage of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall (i) extend or increase the amount of the Commitments, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any party from its guaranty under the Guarantee and Collateral Agreement a Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or all or any substantial part substantially all of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Documents or (v) reduce the aggregate Pro Rata Share Percentage required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all LendersBanks. No provision provisions of Section 9 ARTICLE XIII or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of such Issuing Bank.

Waiver; Amendments. No delay on the part of the Agent or any ------------------ Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Percentage of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Lender without the consent of each Lender directly affected therebysuch Lender. No amendment, modification, waiver or consent shall (i) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (ii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iii) release any party from its guaranty under the Guarantee and Collateral Agreement U.S. Guaranty (other than with respect to a Person which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or the Parent Guaranty or all or any substantial part substantially all of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Documents or (iv) reduce the aggregate Pro Rata Share Percentage required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all Lenders. No provision of Section 9 13 or ---------- any other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the written consent of the Agent.

Waiver; Amendments. No delay on the part of the Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Share of not less than the aggregate Pro Rata Shares Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Pro Rata Share of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall (a) increase the Revolving Commitment Amount, (b) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (c) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (d) release any party from its guaranty under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or (e) reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, (f) affect the definition of "Borrowing Base" or any of its constituent parts in any manner which increases the amount available to the Borrower, or (g) affect Section 12, without, in each case, the consent of all LendersBanks. No provision of Section 9 13 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the Issuing Bank. No Bank's Commitment shall be increased without such Bank's prior written consent.

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged and consented to in writing by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) change the Pro Rata Share of any Lender without the written consent of such Lender, (b) extend or increase the Commitment of any CommitmentLender (or reinstate any Commitment terminated pursuant to Section 13.2) without the written consent of such Lender, (c) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (d) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (e) release any party from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 6.2.2 or Section 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the written consent of the Required Lenders. No provision of Section 14 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. (a) No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Investment Documents (or any the Intercreditor Agreement or other subordination and intercreditor agreement or other subordination provisions relating to any other Subordinated Debt) shall in any event be effective unless the same shall be in writing and approved signed by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in Companies and by the absence of such designation as to any provision of this Agreement, by Required LendersPurchasers, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No ; provided, however, that no such amendment, modification, waiver or consent shall increase any Commitmentshall, unless in writing and signed by (i) all of the Purchasers, (A) extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan Notes or any fees or other amounts payable hereunder or under the other Loan Documents Investment Documents, unless such extension is made ratably to all of the Notes or other such payment obligations hereunder, (B) reduce the principal amount of the Loan, the amount or rate of interest thereon applicable to any Note (provided, that Required Lenders Purchasers may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents2.1.4), without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or unless such reduction is made ratably to all or any substantial part of the Collateral granted under the Collateral DocumentsNotes, (C) change the definition of Required LendersPurchasers, (D) amend Section 2.4.4 or any other provision of this Agreement providing for the ratable application of payments among the Purchasers, (E) change any provision of this Section 10.1, change or (F) adversely affect the provisions interests of Section 2.8.2 any Purchaser in a disproportionate or unequal manner as compared to any other Purchaser, or (ii) each of the Purchasers directly affected thereby, (A) waive or reduce the aggregate Pro Rata Share required principal amount of any Note or (B) increase the commitment of a Purchaser to effect purchase Notes hereunder (provided, that only the Purchasers participating in any amendment, modification, waiver or consent, without, such increase in each case, the consent principal amount of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such the Notes shall be amended, modified or waived without the consent of Agentconsidered directly affected by such increase).

Waiver; Amendments. (a) No failure or delay on by the part of Administrative Agent or any Lender in exercising any right or power hereunder or any other Loan Document, and no course of dealing between the exercise of Borrower and the Administrative Agent or any rightLender, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, such right or power or remedy any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof, thereof or the exercise of any other right, right or power hereunder or remedythereunder. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies provided by law. No amendment, modification or waiver of, or consent with respect to, of any provision of this AgreementAgreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the Notes making of a Loan shall not be construed as a waiver of any Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Event of Default at the time. (b) No amendment or waiver of any provision of this Agreement or the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating Documents, nor consent to any other Debt) departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and approved signed by Lenders having aggregate Pro Rata Shares the Borrower and the Required Lenders, or the Borrower and the Administrative Agent with the consent of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment; provided, modification, that no amendment or waiver or consent shall shall: (i) increase any Commitment, extend the date scheduled for payment Commitment of any principal Lender without the written consent of such Lender, (except as set forth belowii) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of any Loan or reduce the Loan, the amount or rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) extend the Maturity Date or otherwise postpone the date fixed for any payment of any principal of, or interest on, any Loan or interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under reduce the amount of, waive, forgive or excuse any such payment, without the written consent of each Lender affected thereby, (iv) change Section 2.17(b) or Section 2.17(c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section 8.2 or the definition of “Required Lenders” or any other Loan Documentsprovision hereof specifying the number or percentage of Lenders which are re­quired to waive, withoutamend or modify any rights hereunder or make any determination or grant any consent hereunder, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall Lender; (vi) release any party from its guarantor, if any, or limit the liability of any such guarantor under any guaranty under agreement; provided further, that no such agreement shall amend, modify or otherwise affect the Guarantee and Collateral Agreement rights, duties or all or any substantial part obligations of the Collateral granted under Administrative Agent without the Collateral Documentsprior written consent of such Person. Notwithstanding anything herein or otherwise to the contrary, change any Event of Default occurring hereunder shall continue to exist (and shall be deemed to be continuing) until such time as such Event of Default is waived in writing in accordance with the definition of Required Lenders, change any provision terms of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect notwithstanding (i) any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 attempted cure or other provision action taken by the Borrower or any other Person subsequent to the occurrence of such Event of Default or (ii) any action taken or omitted to be taken by the Administrative Agent or any Lender prior to or subsequent to the occurrence of such Event of Default (other than the granting of a waiver in writing in accordance with the terms of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of AgentSection). Section 8.3.

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Percentage of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Lender without the consent of each Lender directly affected therebysuch Lender. No amendment, modification, waiver or consent shall (i) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (ii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iii) release any party from its guaranty under the Guarantee and Collateral Agreement U.S. Guaranty (other than with respect to a Person which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or the Parent Guaranty or all or any substantial part substantially all of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Documents or (iv) reduce the aggregate Pro Rata Share Percentage required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all Lenders. No provision of Section 9 13 or any other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the written consent of the Agent.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, other modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) Document shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall (d) release any party from its guaranty obligations under a Guaranty (except in connection with the Guarantee and Collateral Agreement or all or any substantial part permitted sale of the Collateral granted under applicable Guarantor, in which case the Collateral DocumentsAdministrative Agent may release the applicable Guarantor), change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, other modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or any other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent.

Waiver; Amendments. No delay on the part of Agent the Administrative Agent, any Lender or any Lender other holder of a Note in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Percentage of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Lender without the consent of each Lender directly affected therebysuch Lender. No amendment, modification, waiver or consent shall (a) extend or increase the amount of the Commitments, (b) extend the scheduled date for payment of any principal of or interest on the Loans or any fees payable hereunder; it being understood that any mandatory prepayment under Section 6.2(B) may be waived by the Required Lenders, (c) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (d) release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part substantially all of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or (e) reduce the aggregate Pro Rata Share Percentage required to effect any an amendment, modification, waiver or consent, consent or (f) release any Guarantor from such Guarantor's Guaranteed Obligations without, in each case, the consent of all Lenders. No provision provisions of Section 9 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the Issuing Bank.

Waiver; Amendments. No delay on the part of the Post-Petition Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No right or remedy herein conferred upon the Lenders or the Post-Petition Agent is intended to be exclusive of any other right or remedy contained herein or in any other Loan Document, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein or therein or now or hereafter existing at law or in equity or by statute or otherwise. No amendment, modification or waiver of, or consent or forbearance in the case of any default with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Total Percentage of not less than the aggregate Pro Rata Shares Total Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) increase any Commitmentthe Commitment Amount, the Additional Commitment Amount, the Revolving Loan Commitment Amount or the LC Commitment Amount, (b) extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under the other Loan Documents or hereunder, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees payable hereunder, (d) release all or other amounts payable hereunder or under substantially all of the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement Guarantors or all or any substantial part substantially all of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or (e) reduce the aggregate Pro Rata Share Total Percentage required to effect any an amendment, modification, waiver or consent, without, in each case, case without the consent of all Lenders. No provision of Section 9 SECTION 13 or other provision of this Agreement affecting the Post-Petition Agent in its capacity as such shall be amended, modified or waived without the consent of the Post-Petition Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of SECTION 6.2.1(C) or (F) or SECTION 6.3 shall be amended, modified or waived in any manner that would result in any decreased payment to any Pre-Petition Lender without the consent of the Required Lenders (as defined in the Pre-Petition Credit Agreement).

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than and consented to in writing by the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, thereby (other than the waiver of the 3% increase in interest rate due to the occurrence of an Event of Default); or consent shall (d) release any party from its guaranty obligations under any Guaranty or the Guarantee and Collateral Agreement Documents or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of “Required Lenders”, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 15 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) Agreement shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Total Percentage of not less than the aggregate Pro Rata Shares Total Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required LendersLenders and, in the case of an amendment or other modification, the Borrower, and the Borrower and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, or extend the date scheduled for payment Commitment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Lender without the consent of each Lender directly affected therebysuch Lender. No amendment, modification, waiver or consent shall (i) extend the scheduled maturity date of any principal of any Loan or extend the date for payment of any interest on any Loan or any fees payable hereunder (including any mandatory prepayments), (ii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iii) release (x) any party Guarantor or the Borrower from its guaranty obligations under the Guarantee and Collateral Agreement applicable Guaranty (other than with respect to a Guarantor which ceases to be required to provide a Guaranty as a result of a transaction permitted hereunder) or (y) all or any substantial part substantially all of the Collateral granted under the Collateral DocumentsCollateral, change the definition of Required Lenders, change any provision of (iv) amend this Section 10.1, change the provisions of Section 2.8.2 15.1 or (v) reduce the aggregate Pro Rata Share Total Percentage required to effect any an amendment, modification, waiver or consent, consent or change the definition of “Required Lenders” without, in the case of each caseof clauses (i) through (v) above, the consent of all Lenderseach Lender affected thereby. No amendment, waiver or consent shall obligate any Revolving Lender to make a Revolving Loan during the existence of an Unmatured Event of Default or Event of Default without the written consent of the Revolving Lenders having aggregate Revolving Percentages of more than 50%. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender. No provision of this Agreement affecting the Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Lender. Notwithstanding anything to the contrary herein, (I) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except, to the extent applicable, for matters described in clauses (i) and (ii) of the fourth sentence of this Section 15.1 and (II) this Agreement and the other Loan Documents may be amended with the written consent of only the Administrative Agent and the Borrower to the extent necessary in order to evidence and implement any Incremental Term Loans pursuant to Section 2.5.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersLenders and, in the case of an amendment or other modification, the Company, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase or extend the Commitment of any CommitmentLender without the consent of such Lender. No amendment, modification, waiver or consent shall (i) extend the scheduled maturity date of any principal of any Loan or extend the date scheduled for payment of any principal of (except as set forth below) or interest on the any Loan or any fees or other amounts payable hereunder or under the other Loan Documents or hereunder, (ii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or hereunder, (iii) release (x) the Parent from its obligations under the Parent Guaranty, (y) any Subsidiary from its obligations under the Subsidiary Guaranty (other Loan Documentsthan with respect to a Subsidiary Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or (z) all or substantially all of the collateral granted under the Collateral Documents or (iv) reduce the aggregate Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender. No provision of this Agreement affecting the Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Waiver; Amendments. No delay on the part of the Paying Agent, the Collateral Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by the Company and the Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto to such amendment, modification, waiver or consent or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind excluding waivers of any increases due to existence of an imposition Event of default interest pursuant to Section 2.4.1Default) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty under all or substantially all of the Guarantee and Collateral Agreement Guarantors or all or any substantial part substantially of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or 15.1or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting the Paying Agent or the Collateral in their respective capacities as such shall be amended, modified or waived without the consent of the Paying Agent or the Collateral Agent, as applicable. No provision of this Agreement relating to the rights or duties of any Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of Agentsuch Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.

Waiver; Amendments. No delay on the part of Agent the Agent, any ------------------ Lender or any Lender other holder of a Note in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Percentage of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Lender without the consent of each Lender directly affected therebysuch Lender. No amendment, modification, waiver or consent shall release (i) extend or increase the amount of the Commitments, (ii) extend the date for payment of any party from its guaranty under principal of or interest on the Guarantee and Collateral Agreement or all Loans or any substantial part fees payable hereunder, (iii) reduce the principal amount of any Loan, the Collateral granted under the Collateral Documents, change the definition rate of Required Lenders, change interest thereon or any provision of this Section 10.1, change the provisions of Section 2.8.2 fees payable hereunder or (iv) reduce the aggregate Pro Rata Share Percentage required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all Lenders. No provision provisions of Section 9 13 ---------- or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of Designated Lender in its capacity as such shall be amended, modified or waived without the consent of Designated Lender.

Waiver; Amendments. No failure or delay on by the part of Agent Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or any other Loan Document, and no course of dealing between any Loan Party and the exercise of Administrative Agent, or any rightLender, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, such right or power or remedy any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof, thereof or the exercise of any other rightright or power hereunder or thereunder. The rights and remedies of the Administrative Agent, power the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedyremedies provided by law. No amendment, modification or waiver of, or consent with respect to, of any provision of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 10.2(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. Except as otherwise provided in this Agreement, including, without limitation, as provided in Section 2.17 with respect to the Notes implementation of a Benchmark Replacement or Conforming Changes (as set forth therein), no amendment or waiver of any provision of this Agreement or the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating Documents, nor consent to any other Debt) departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and approved signed by the Borrower, Holdings and the Required Lenders having aggregate Pro Rata Shares or the Borrower, Holdings and the Administrative Agent with the consent of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, Lenders and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment; provided, modification, that no amendment or waiver or consent shall shall: (i) increase any Commitment, extend the date scheduled for payment Commitment of any principal Lender without the written consent of such Lender, (except as set forth belowii) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of any Loan or LC Disbursement or reduce the Loan, the amount or rate of interest thereon (providedthereon, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or reduce any fees or other amounts payable hereunder or under hereunder, without the other Loan Documents, without, in each case, the written consent of each Lender directly affected thereby, (iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 8.2 or Sections 2.22(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section 10.2 or the definition of “Required Lenders”, “Required Revolving Lenders” or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (vi) release any guarantor or limit the liability of any such guarantor under any guaranty agreement (other than the release of a Guarantor in connection with its designation as a Unrestricted Subsidiary pursuant to the terms of Section 5.14), without the written consent of each Lender; (vii) release all or substantially all collateral (if any) securing any of the Obligations or agree to subordinate any Lien in all or substantially all of the collateral securing the Obligations to any other creditor of Holdings, the Borrower or any Restricted Subsidiary, without the written consent of each Lender; (viii) prior to the Revolving Commitments Termination Date, unless also signed by Required Revolving Lenders, no such amendment or waiver shall, (A) waive any Default or Event of Default for purposes of Section 3.2, (B) amend, change, waive, discharge or terminate Sections 3.2 or 8.1 in a manner adverse to such Lenders or (C) amend, change, waive, discharge or terminate this Section 10.2(b)(viii); (ix) change Section 2.9(b) in a manner that would alter the ratable reduction or termination of Commitments required thereby, without the written consent of each Lender; or (x) subordinate the payment priority of the Obligations or subordinate the Liens granted to the Administrative Agent (for the benefit of the holders of the Obligations) in the Collateral, without the written consent of each Lender; provided, further, that no such agreement shall amend, modify or otherwise affect the rights, duties or obligations of the Administrative Agent, the Swingline Lender or any Issuing Bank without the prior written consent of such Person. No Notwithstanding anything contained herein to the contrary, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated (but such Lender shall continue to be entitled to the benefits of Sections 2.19, 2.20, 2.21 and 10.3), such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement; provided, further, that (v) a Refinancing Facility Amendment shall be effective if signed by the Loan Parties, the Administrative Agent, each Person that agrees to provide a portion of the applicable Refinancing Facility and, if such Refinancing Facility is a Refinancing Revolving Facility, each Issuing Bank and the Swingline Lender, (w) this Agreement may be amended (or amended and restated) to change, modify or alter Section 2.22 or Article VIII or any other provision hereof relating to the pro rata sharing of payments among the Lenders to the extent necessary to implement any Refinancing Facility in accordance with Section 2.27 with the written consent of the Administrative Agent, the Borrower, the other Loan Parties, the Lenders providing such Refinancing Facility and, if such Refinancing Facility is a Refinancing Revolving Facility, each Issuing Bank and the Swingline Lender thereunder, (x) any Permitted Amendments allowing for extensions of the maturity date(s) of any Loans and/or Commitment shall be effective if signed by the Administrative Agent, the Loan Parties and those Lenders willing to extend the maturity date(s) of such Loans and/or Commitments hereunder (it being understood that each Lender with a Loan or Commitment being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Lender with the same Type of Loan or Commitment), (y) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision and (z) this Agreement may be amended with the written consent of the Administrative Agent, the Additional Lenders, as applicable, and the Borrower (A) to add one or more Incremental Revolving Commitments or Incremental Term Loans to this Agreement, in each case subject to the limitations in Section 2.25, and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder (including, in the case of any Incremental Term Loan, customary mandatory prepayment provisions reasonably acceptable to the Administrative Agent if the Lenders providing such Incremental Term Loan so require) and (B) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to obtain comparable tranche voting rights with respect to each such Incremental Revolving Commitment or Incremental Term Loan and to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, modification, waiver or consent shall release any party from its guaranty under hereunder, except that the Guarantee Commitment of such Lender may not be increased or extended, and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documentsamounts payable to such Lender hereunder may not be permanently reduced, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agentsuch Lender (other than reductions in fees and interest in which such reduction does not disproportionately affect such Lender).

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares Share of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for any payment of any principal (excluding mandatory prepayments other than the mandatory prepayments due under Section 6.2.2) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral DocumentsGuaranty, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding anything herein to the contrary, no Defaulting Lender shall be entitled to vote (whether to consent or to withhold its consent) with respect to any amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document or any departure therefrom or any direction from the Lenders to the Administrative Agent, and, for purposes of determining the Required Lenders at any time, the Commitment and Revolving Outstandings of each Defaulting Lender shall be disregarded.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral DocumentsGuaranty (except as provided in Section 2.6), change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No Except as contemplated by Section 2.1.3(c) or 15.1.1, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents(except for periodic adjustments of interest rates and fees based on a change in applicable Level as expressly provided herein), without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, (d) change the definition of Required Lenders, change Required Revolving Lenders or any provision of this Section 10.115.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders; (e) change Section 7.5 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby; (f) amend the definition of “Alternative Currency”, the definition of “Currency” or Section 1.5 without the written consent of each Lender or; (g) change Section 7.2 without the written consent of each Lender; or (h) except as otherwise provided in such guarantee agreement, release any guarantor from its guarantee of the Obligations without the written consent of each Lender. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such, shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding anything in this Section 15.1 to the contrary, any provision of this Agreement may be amended by an agreement in writing entered into by the Company and the Administrative Agent to cure any ambiguity, omission, defect, mistake or inconsistency so long as, in each case, the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.

Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Subordinated Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any CommitmentCommitment (other than pursuant to the provisions of Section 2.1.3 as in effect on the date hereof), extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.12.7.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected therebythereby in addition to the approval of Required Lenders. No amendment, modification, waiver or consent shall change any of the definitions of Availability, Combined Eligible Availability, Borrowing Availability or Required Revolving Lenders without, in each case, the consent of all Revolving Lenders (and without the need for consent from any Term Lenders); provided, however, that (x) changes to the lending multiples contained in the definition of Availability may be approved with the consent of Required Revolving Lenders (instead of all Revolving Lenders) and (y) if any proposed action pursuant to this sentence would cause the amount of Borrowing Availability to be increased by more than 10% above the amount of Borrowing Availability in effect immediately prior to such proposed action, the consent of Required Term Lenders in addition to the requisite level of approval from Revolving Lenders shall be necessary in order for such proposed action to be taken. No amendment, modification, waiver or consent shall change the definition of Required Term Lenders without, in each case, the consent of all Term Lenders (and without the need for consent from any Revolving Lenders). No amendment, modification, waiver or consent shall release any party from its guaranty obligations under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change amend the provisions of Section 2.8.2 2.12.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. The effect as an Event of Default of any event described in Section 8.1.1 may only be waived by the written concurrence of (i) in the case of any such Event of Default in respect of Revolver Debt, each Revolver Lender and (ii) in the case of any such Event of Default in respect of Term Debt, each Term Lender, and the effect as an Event of Default of any other event described in Section 8 may be waived by the written concurrence of Required Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent. No provision of this Agreement relating to the rights or duties of Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of Issuing Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No Except as contemplated by Section 2.1.2(c) or 15.1.1, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents(except for periodic adjustments of interest rates and fees based on a change in applicable Level as expressly provided herein), without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, (d) change the definition of Required Lenders, change Required Revolving Lenders or any provision of this Section 10.115.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders; (e) change Section 7.5 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby or (f) except as otherwise provided in such guarantee agreement, release any guarantor from its guarantee of the Obligations without the written consent of each Lender. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such, shall be amended, modified or waived without the consent of the Swing Line Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement or all or any substantial part of the Collateral collateral granted hereunder or under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 16.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 15 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

Waiver; Amendments. No delay on the part of Agent the Agent, any Bank, or the holder of any Lender Loan in the exercise of any right, power or remedy shall operate as a Credit Agreement waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders the Agent and by Banks having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent (i) shall extend (other than in accordance with Section 13.8(a)) or increase any Commitmentthe amount of the Commitments, extend the date scheduled for payment maturity of any principal Commitment or Loan, change the definition of (except as set forth below) “Required Banks” or interest on the Loan “Percentage” in Section 1, amend or modify Section 4.1, or change any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loandefined terms used in Section 4.1, amend or modify Section 4.4, Section 4.5, Section 4.7, Section 6.2(a), Section 11.1.1, Section 11.1.8, or this Section 13.1 or otherwise change the amount or rate of interest thereon (provided, that Required Lenders may rescind aggregate Percentage required to effect an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent without the written consent of all Banks, (ii) shall release modify or waive any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under conditions precedent specified in Section 10.1 for the Collateral Documentsmaking of any Loan without the written consent of the Bank which is to make such Loan or (iii) shall extend the scheduled maturity or reduce the principal amount of, change or rate of interest on, reduce or waive any fee hereunder or extend the definition due date for or waive any amount payable under, any Loan without the written consent of Required Lendersthe holder of the Commitment or Loan adversely affected thereby. Amendments, change modifications, waivers and consents of the type described in clause (iii) of the preceding sentence with respect to Bid Loans or Bid Notes may be effected with the written consent of the holder of such Bid Loans or Bid Notes and no consent of any provision of this Section 10.1, change the other Bank or other holder shall be required in connection therewith. No provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such 12 shall be amended, modified or waived without the consent of Agent’s written consent.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin or consent shall other fee rates as provided for in this Agreement); or (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Guaranty and Collateral DocumentsAgreement or any other Collateral Document, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

Waiver; Amendments. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that the Agent Fee Letter and SBIC Regulatory Side Letter may be amended, waived, consented to or modified by the parties thereto. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin to the extent provided for in this Agreement); or consent shall (d) release any party guarantor from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement Agreement, other than as part of or in connection with any disposition permitted hereunder, or all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), change the definition of Required Lenders, change any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders. No provision of Section 9 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 14 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lenders in their capacities as such shall be amended, modified or waived without the consent of the Issuing Lenders. Notwithstanding the foregoing, this agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans, the Revolving Loans, the Revolving Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.

Waiver; Amendments. No delay on the part of Agent the Administrative Agent, the Security Trustee or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement or all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change Lenders or any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

Waiver; Amendments. No delay on the part of Agent the Agent, any Bank or any Lender other holder of a Note in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Percentage of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall (i) extend or increase the amount of the Commitments, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any party from its guaranty under the Guarantee and Collateral Agreement Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or all or any substantial part substantially all of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Document or (v) reduce the aggregate Pro Rata Share Percentage required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all LendersBanks. No provision provisions of Section 9 SECTION 13 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of such Issuing Bank. No provision of this Agreement affecting the Swing Line Bank in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Bank.

Waiver; Amendments. (a) No failure or delay on by the part of Agent Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document, and no course of dealing between the exercise of Borrower and the Administrative Agent or any rightLender, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any rightsuch right or power, power or remedy any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof, thereof or the exercise of any other rightright or power hereunder or thereunder. The rights and remedies of the Administrative Agent, power the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedyremedies provided by law. No amendment, modification or waiver of, or consent with respect to, of any provision of this Agreement or of any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by subsection (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. (b) Except as otherwise provided in this Agreement, including, without limitation, as provided in Section 2.16 with respect to the Notes implementation of a Benchmark Replacement Rate or Benchmark Conforming Changes (as set forth therein), no amendment or waiver of any provision of this Agreement or of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating than the Fee Letter), nor consent to any other Debt) departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and approved signed by Lenders having aggregate Pro Rata Shares the Borrower and the Required Lenders, or the Borrower and the Administrative Agent with the consent of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.the

Waiver; Amendments. No delay on the part of Agent the Agent, any Bank or any Lender other holder of a Note in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Percentage of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall (i) extend or increase the amount of the Commitments, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any party from its guaranty under the Guarantee and Collateral Agreement Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or all or any substantial part substantially all of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Document or (v) reduce the aggregate Pro Rata Share Percentage required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all LendersBanks. No provision provisions of Section 9 13 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of such Issuing Bank.

Waiver; Amendments. No delay on the part of Agent the Agent, any Bank or any Lender other holder of a Note in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Percentage of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall (i) extend or increase the amount of the Commitments, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any party from its guaranty under the Guarantee and Collateral Agreement Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Documents or (v) reduce the aggregate Pro Rata Share Percentage required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all LendersBanks. No provision provisions of Section 9 13 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of such Issuing Bank.

Waiver; Amendments. No delay on the part of Agent the Agent, any Lender, or the holder of any Lender Committed Loan in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Committed Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by the Obligors (or, in the case of the Credit Agreement Committed Notes, the Borrower), the Agent and by the Non-Defaulting Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Committed Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent (i) shall increase any Commitmentchange the definition of “Required Lenders” or “Percentage” in Section 1, extend amend, waive, change or otherwise modify the date scheduled for payment terms of any principal of (except as set forth below) Section 3.6, Section 5.2(a), Section 10.1.1, or interest on this Section 12.1 or otherwise change the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind aggregate Percentage required to effect an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under without the Guarantee and Collateral Agreement or all or any substantial part written consent of the Collateral granted under the Collateral Documents, change the definition of Required Obligors and all Non-Defaulting Lenders, change (ii) shall modify or waive any provision of this the conditions precedent specified in Section 10.19.1 for the making of any Committed Loan without the written consent of the Obligors and the Lender which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, change increase the amount of, or reduce the principal amount of, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Commitment or Committed Loan without the written consent of the Obligors and the applicable Lender holding the Commitment or Committed Loan adversely affected thereby. No provisions of Section 2.8.2 12 or reduce any provision herein affecting the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, rights and duties of the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent’s written consent.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by the Company (solely with respect to any amendment or modification) and the Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Company (solely with respect to any amendment or modification) and the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Unmatured Events of Default or Events of Default shall not constitute an increase of the Commitment of any Lender); (b) extend the date scheduled for payment of any principal of (except as set forth belowexcluding voluntary or mandatory prepayments) of, or interest on on, the Loan Loans, or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby; (c) reduce the principal amount of the Loanany Loan (excluding voluntary or mandatory prepayments), the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as may be provided for in this Agreement) (provided that a non-payment default waiver of default interest or consent change to a financial covenant ratio shall not constitute a reduction in the rate of interest); (d) release any party from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement or all or any substantial part of the Collateral or Real Estate Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders; or (e) change Section 7.4 or Section 13.5 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrower may replace such Non-Consenting Lender in accordance with Section 8.7(b); provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph).

Waiver; Amendments. No delay on the part of Agent or any Lender Except as set forth in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, Section 8.9 or the exercise last sentence of any other rightthis Section 15.1, power or remedy. No no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (other than any Agent Fee Letter, which may be amended, waived, discharged or any subordination and intercreditor agreement or other subordination provisions relating to any other Debtterminated in accordance with its terms) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders Lxxxxxx having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under change Section 6.1.2 or make any other change to this Agreement that would alter the other Loan Documents or pro rata sharing of payments required thereby, in each case without the written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Security Agreement or all or any substantial part of the Collateral granted under the any Collateral Documents, change the definition of Borrowing Base, Exclusion Event or Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lenders in their capacities as such shall be amended, modified or waived without the consent of the Issuing Lenders. Notwithstanding the foregoing, this Agreement and the other Loan Documents may be amended with the consent of the Administrative Agent and the Company (A) to correct any mistakes, defects, omissions or ambiguities of a technical or immaterial nature and (B) to add any terms or conditions for the benefit of Lenders. Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the 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 Defaulting Lender may not be increased or extended, or the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender.

Waiver; Amendments. No delay on the part of the Agent or any Lender Bank ------------------ in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Total Percentage of not less than the aggregate Pro Rata Shares Total Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment of any principal of Revolving Percentage (except as set forth belowprovided in Section 6.1.2) or interest on the Loan or Term Percentage of ------------- any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall (i) extend or increase the amount of the Revolving Commitments (except as provided in Section 6.1.2) or the Term Commitments, (ii) extend the ------------- date for payment of any principal of or interest on any Loan or any fee payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fee payable hereunder, (iv) release any party from its guaranty under the Guarantee and Collateral Agreement Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Documents or (v) reduce the aggregate Pro Rata Share Total Percentage required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all LendersBanks (provided that (a) the scheduled Revolving Termination Date may be extended solely with the consent of all Revolving Banks and (b) the amount of the Revolving Commitments may be increased with the consent of all Revolving Banks and the consent of Term Banks having Term Percentages of more than 50%). No provision provisions of Section 9 13 or other ---------- provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of such Issuing Bank. No provision of this Agreement relating to the rights or duties of a Swing Line Bank in its capacity as such shall be amended, modified or waived without the consent of such Swing Line Bank.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent or forbearance with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by the Administrative Agent and signed and delivered by Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, (i) extend the date fixed for any scheduled for payment of any principal of (except as set forth below) or interest on the Loan or Loans, any fees or other amounts payable hereunder or under the other Loan Documents any amount payable pursuant to Section 7.5 or Section 8, (ii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (providedthereon, that Required Lenders may rescind an imposition of default interest any fees payable hereunder or any amount payable pursuant to Section 2.4.17.5 or Section 8, (iii) release the Guaranty or any fees all or other amounts payable hereunder or substantially all of the collateral granted under the other Loan Collateral Documents, or (iv) change the aggregate Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release extend the term of or increase the amount of any party from its guaranty under the Guarantee and Collateral Agreement or all or Commitment of any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, Lender without the consent of all Lenderssuch Lender. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such 13 shall be amended, modified or waived without the consent of the Administrative Agent. Any amendment, modification, waiver or consent approved by the Required Lenders shall promptly be delivered by Administrative Agent to each Lender or made available to each Lender on the Platform.

Waiver; Amendments. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding required prepayments of (except as set forth belowthe Loans) of or interest on the Loan Loans or any fees or other amounts payable hereunder without the written consent of each Lender directly affected thereby, or under the other Loan Documents or (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected therebythereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement). No Additionally, no amendment, modification, waiver or consent shall (i) release any party Guarantor from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement Agreement, other than as part of or in connection with any disposition permitted hereunder, or all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), (ii) modify any voting percentages of the Lenders, (iii) subordinate payment priority of the outstanding Loans under the Revolving Loan Commitment and the Term Loan Commitment and/or subordinate the liens granted to the Collateral Agent (for the benefit of the Lenders) in the Collateral, (iv) modify any provision of the Loan Documents providing for pro rata sharing of payments, or (v) change the definition of Required Lenders, change any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, without the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lenders in their capacities as such shall be amended, modified or waived without the consent of the Issuing Lenders. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacities as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding the foregoing, this agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving Commitments, the Term Loan, the Term Loan Commitment and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Total Percentage of not less than the aggregate Pro Rata Shares Total Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, change or extend the date scheduled for payment Commitment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall release modify the allocation of any party from its guaranty under payment between the Guarantee and Collateral Agreement or all or any substantial part Term Loans without the consent of such Banks holding at least 66.6% of the Collateral granted under aggregate outstanding principal amount of each of the Collateral Documents, change Term A Loans and the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any Term B Loans. No amendment, modification, waiver or consentconsent shall (i) extend the date for payment of any principal of or interest on any Loan or any fees payable hereunder, (ii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iii) release the Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or all or substantially all of the collateral granted under the Collateral Documents or (iv) reduce the aggregate Total Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all LendersBanks. No provision provisions of Section 9 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of such Issuing Bank. No provision of this Agreement affecting the Swing Line Bank in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Bank.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No Except as provided in Section 6.2 with respect to an Incremental Facility Amendment, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitmentshall, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, without the consent of each Lender directly affected therebythereby (including a Defaulting Lender): (i) change the Percentage of any Lender; (ii) extend or increase the amount of the Commitments, (iii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder; or (iv) reduce or forgive the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder. No amendment, modification, waiver or consent shall release any party from its guaranty under shall, without the Guarantee and Collateral Agreement or all or any substantial part consent of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or each Lender (including a Defaulting Lender): (i) reduce the aggregate Pro Rata Share Percentage required to effect any an amendment, modification, waiver or consent, without, ; or (ii) amend any provision of (x) Section 7.5 in each case, a manner that would alter the consent of all Lendersmanner in which payments are shared or (y) this Section 14.1. No provision provisions of Section 9 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender. Notwithstanding anything contained herein to the contrary, it is hereby understood and agreed that the consent of the existing Lenders or the Required Lenders shall not be required to the initial terms and provisions of any Incremental Facility or Incremental Loans.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan or any fees or other amounts Term Loans payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Term Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or on any other Obligation or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement Section 9 or all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (unless otherwise permitted herein or in any other Loan Document), change the definition of Required Lenders, change Lenders or any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent16.1, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Term Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 9 15 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Guaranty Agreement or all or any substantial part of the Collateral granted under the Collateral Documents(other than as permitted in Section 14.11), change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder which does not require in accordance with the foregoing paragraph the consent of each affected Lender or which does not directly increase or decrease the Commitment of such Defaulting Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Revolving Loans or in connection with any Letters of Credit or any fees payable hereunder, or other amounts payable hereunder or under (except as expressly provided herein) result in the other Loan Documents or expiration date of any Letter of Credit being after the Termination Date, without the written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Revolving Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or on any other Obligation or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (unless otherwise permitted herein or in any other Loan Document), change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

Waiver; Amendments. No delay on the part of Agent the Agent, any Bank or any Lender other holder of a Note in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Percentage of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall (i) extend or increase the amount of the Commitments, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any party from its guaranty under the Guarantee and Collateral Agreement Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Document or (v) reduce the aggregate Pro Rata Share Percentage required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all LendersBanks. No provision provisions of Section 9 SECTION 13 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of such Issuing Bank. No provision of this Agreement affecting the Swing Line Bank in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Bank.

Waiver; Amendments. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No Except as set forth in Section 4.2.9, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No Except to the extent set forth in Section 15.3 hereof, no amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party Guarantor from its guaranty obligations under the Guarantee and Collateral Agreement Accel Inc. Guaranty, other than as permitted thereunder or as part of or in connection with any disposition permitted hereunder, or release or subordinate its liens on all or any substantial part of the Collateral granted under any of the Collateral Documentsother Loan Documents (except as permitted by Section 17.11), change the definition of Required Lenders, change any provision of this Section 10.119.1, change the provisions of Section 2.8.2 15.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (e), the written consent of all Lenders. No provision of Section 9 2.6.4 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Share of the Term Loan. No provision of Section 17 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. No provision of this Agreement relating to the rights or duties of the L/C Issuers in their capacities as such shall be amended, modified or waived without the consent of the L/C Issuers. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loan, the Revolving Loans, the Contract Draw Loans, the Revolving Loan Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non- Consenting Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non- Consenting Lenders agree that they shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Loan Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Loan Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, the Lenders having aggregate Pro Rata Shares authorize the Agent to act within its discretion (and without notice to or the consent of not less any Lender) to waive or forbear on behalf of all Lenders any noncompliance by the Company (other than a waiver of, or forbearance with respect to, any Event of Default under Section 11.1.4) with this Agreement (provided that no such waiver shall be for a period in excess of 60 days). No amendment, modification, waiver or consent shall increase or extend any Commitment of any Lender without the written consent of such Lender. No amendment, modification, waiver or consent shall (i) amend, modify or waive Section 7.5, (ii) increase the Revolving Commitment Amount or the L/C Commitment Amount, (iii) extend the date for payment of any principal of or interest on the Loans, any reimbursement obligation with respect to any Letter of Credit or any fees payable hereunder, (iv) reduce the principal amount of any Loan, the rate of interest thereon, any reimbursement obligation with respect to any Letter of Credit or any fees payable hereunder, (v) release all or a substantial number of the guarantors from the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, (vi) amend or modify Section 9.6.1 or Section 9.6.2 so as to reduce the minimum financial ratios set forth therein, (vii) amend or modify Section 9.6.3 or Section 9.6.4 so as to increase the maximum financial ratios set forth therein, (viii) amend or modify Section 9.6.5, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to Floor Plan Financings, (x) amend, modify or waive Section 6.3 or (xi) reduce the aggregate Pro Rata Shares expressly designated herein Share required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Lenders. The Agent shall not execute any material amendment, modification or waiver of, or material consent with respect thereto orto, in the absence of such designation as to any provision of this Agreement, the Guaranty or any Collateral Document unless the same shall be approved in writing by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 12 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.2 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by the Company, and the Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Company, and the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any Commitment, Lender without the written consent of such Lender; (b) extend the date scheduled for payment of any principal of (except as set forth belowexcluding voluntary or mandatory prepayments) of, or interest on on, the Loan Loans, or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby; (c) reduce the principal amount of the Loanany Loan (excluding 55 voluntary or mandatory prepayments), the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver ; or consent shall (d) release any party from its guaranty obligations under the Guarantee and Collateral Security Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders. No provision of Section 9 6.2 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of the Required Lenders and the Company. No provision of Section 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Total Percentage of not less than the aggregate Pro Rata Shares Total Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersLenders and, in the case of an amendment or other modification, the Company, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase the Revolving Percentage or the Term Percentage of any CommitmentLender, or increase or extend the Commitment of any Lender, without the consent of such Lender. No amendment, modification, waiver or consent shall (i) extend the scheduled maturity date of any principal of any Loan or extend the date scheduled for payment of any principal of (except as set forth below) or interest on the any Loan or any fees or other amounts payable hereunder or under the other Loan Documents or hereunder, (ii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or hereunder, (iii) release (x) the Parent from its obligations under the Parent Guaranty, (y) any Subsidiary from its obligations under the Subsidiary Guaranty (other Loan Documentsthan with respect to a Subsidiary Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or (z) all or substantially all of the collateral granted under the Collateral Documents or (iv) reduce the aggregate Total Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender. No provision of this Agreement affecting the Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of the Swing Line Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Waiver; Amendments. No failure or delay on of the part of Agent or Holder in exercising any Lender in the exercise of any right, power or remedy right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any rightsuch right or power, power or remedy any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further future exercise thereof, thereof or the exercise of any other right, power right or remedypower. No amendment, modification The rights and remedies of the Holder are cumulative and not exclusive of any rights or waiver of, or consent with respect to, any provision remedies which it would otherwise have. The provisions of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders Warrant may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived with (and only with) the written consent of the Corporation and the Warrant Holders voting as a single class, entitling such Warrant Holders to purchase a majority of the Common Stock subject to purchase upon exercise of such Warrants at the time outstanding (exclusive of Warrants then owned by the Corporation or any Subsidiary thereof); provided, HOWEVER, that no such amendment, modification or waiver shall, without the written consent of Agenteach Holder of Warrants whose interest might be adversely affected by such amendment, modification or waiver which would, (a) change the number of shares of Common Stock subject to purchase upon exercise of this Warrant, the Exercise price or provisions for payment thereof or (b) amend, modify or waive the provision of this Section or Article III or IV hereof. Any such amendment, modification or waiver effected pursuant to this Section shall be binding upon the Holders of all Warrants and Warrant Stock, upon each future Holder thereof and upon the Corporation. In the event of any such amendment, modification or waiver, the Corporation shall give prompt notice thereof to all Warrant Holders and, if appropriate, notation thereof shall be made on all Warrants thereafter surrendered for registration of transfer or exchange.

Waiver; Amendments. No delay on the part of any Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) Agreement shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Applicable Percentage of not less than the aggregate Pro Rata Shares Applicable Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required LendersLenders and, in the case of an amendment or other modification, Borrower and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase (i) extend the scheduled maturity date or payment date of any Commitment, principal of any Loan or extend the date scheduled for payment of any principal interest (other than waivers of (except as set forth below) or interest on the Loan or any default interest), fees or other amounts prepayment premiums on any Loan payable hereunder or under the other Loan Documents or hereunder, (ii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition other than the waiver of default interest pursuant to Section 2.4.1or the application thereof) or any fees payable hereunder, or other amounts payable hereunder or (iii) release (x) any Guarantor from its obligations under the applicable Guaranty (other Loan Documentsthan with respect to a Guarantor which ceases to be required to provide a Guaranty as a result of a transaction permitted hereunder) or (y) all or substantially all of the Collateral, without, in the case of each caseof clauses (i) through (iii) above, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of (i) amend this Section 10.1, change the provisions of Section 2.8.2 14.1 or (ii) reduce the aggregate Pro Rata Share Applicable Percentage required to effect any an amendment, modification, waiver or consent, without, in each case, consent or change the definition of “Required Lenders” without the consent of all Lenders. No provision of Section 9 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall may be amended, modified or waived without the consent of the Administrative Agent. No provision of Section 13 or other provision of this Agreement adversely affecting the Collateral Agent in its capacity as such may be amended, modified or waived without the consent of the Collateral Agent. No provision of Section 13 or other provision of this Agreement adversely affecting BMO Capital Markets, in its capacity as a Joint Lead Arranger, may be amended, modified or waived without the consent of BMO Capital Markets. Notwithstanding anything to the contrary herein, this Agreement and the other Loan Documents may be amended with the written consent of only the Administrative Agent and the Borrower to the extent necessary in order to evidence and implement any Incremental Term Loans pursuant to Section 2.3. If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by the fourth sentence of this Section 14.1, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described below in this sentence, to replace each such non-consenting Lender or Lenders with one or more Eligible Assignees as replacement Lenders, so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Percentage of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Lender without the consent of each Lender directly affected therebysuch Lender. No amendment, modification, waiver or consent shall (i) extend or increase the amount of the Commitments, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any party Subsidiary Guarantor from its guaranty such Subsidiary Guarantor’s obligations under the Guarantee and Collateral Agreement applicable Guaranty or all or any substantial part substantially all of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Documents or (v) reduce the aggregate Pro Rata Share Percentage required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all Lenders. No provision provisions of Section 9 13 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender.

Waiver; Amendments. No delay on the part of the Agent or any Lender ------------------ in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Percentage of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Lender without the consent of each Lender directly affected therebysuch Lender. No amendment, modification, waiver or consent shall (i) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (ii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iii) release any party from its guaranty under the Guarantee and Collateral Agreement U.S. Guaranty (other than with respect to a Person which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or the Parent Guaranty or all or any substantial part substantially all of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Documents or (iv) reduce the aggregate Pro Rata Share Percentage required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all Lenders. No provision of Section 9 13 ---------- or any other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the written consent of the Agent.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any Commitment, Lender without the written consent of such Lender; (b) extend the date scheduled for payment of any principal of (except as set forth belowexcluding mandatory prepayments) of, or interest on on, the Loan Loans, or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby; (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement or all or any substantial part of the Collateral and Real Estate Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 Sections 6.2.3 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of SECTION 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. No amendment, modification or waiver of, or consent with respect to, of any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (Document, and no consent to any departure by the Company or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) Guarantor therefrom, shall in any event be effective unless the same shall be in writing signed by the Required Lenders and approved by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto orCompany or the applicable Guarantor, in as the absence of such designation as to any provision of this Agreement, by Required Lenderscase may be, and then any acknowledged by the Administrative Agent, and each such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No ; provided, however, that no amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment; provided, modificationhowever, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest or Letter of Credit Fees at the Default Rate (it being understood that a waiver of any condition precedent or consent the waiver of any Unmatured Event of Default, Event of Default or mandatory prepayment shall not constitute an extension or increase of any Lender’s commitment hereunder); or (d) release any party from its guaranty under all or substantially all of the Guarantee and Collateral Agreement Guarantors or all or any substantial part substantially of the Collateral collateral granted under the Collateral Documents, change the definition of “Required Lenders, change ” or any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent15.1, without, in each case, the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of any Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of such Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding anything to the contrary herein, (i) the Administrative Agent Fee Letter and the Joint Fee Letter each may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender, (iii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iv) the Required Lenders shall determine whether or not to allow a Loan Party or a Guarantor to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Company (i) to add one or more additional credit facilities to this Agreement, to permit the extensions of credit from time to time outstanding hereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and (ii) to change, modify or alter Section 7.5 or Section 13.3 or any other provision hereof relating to pro rata sharing of payments among the Lenders to the extent necessary to effectuate any of the amendments (or amendments and restatements) enumerated in clause (i) of this paragraph and/or the paragraph below. Notwithstanding anything to the contrary contained herein, in order to implement any additional Revolving Commitments in accordance with Section 6.1.1, this Agreement may be amended for such purpose (but solely to the extent necessary to implement such additional Revolving Commitments in accordance with Section 6.1.1) by the Company, the Administrative Agent and the relevant Lenders providing such additional Commitments. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Company and the Guarantors or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 14.1 for the benefit of all the Lenders and the Issuing Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lenders or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in their respective capacities as Issuing Lender or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 7.4 (subject to the terms of Section 7.5), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Company or any Guarantor under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 14.1 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 7.5, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Waiver; Amendments. No delay on the part of the Agent or any Lender Bank in ------------------ the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders the Company and by Banks having an aggregate Pro Rata Shares Revolving Percentage of not less than the aggregate Pro Rata Shares Revolving Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent (a) shall amend, modify or waive any condition precedent to any Revolving Loan without the consent of Banks holding 100% of the Revolving Commitments or (b) shall (i) extend or increase the amount of any Commitment, (ii) extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under the other Loan Documents or hereunder, (iii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or hereunder, (iv) release any Person from its obligations under the other Loan Documents, without, in each case, Guaranty or release any substantial part of the consent of each Lender directly affected thereby. No collateral granted under the Collateral Documents or (v) change the aggregate Revolving Percentage required to effect an amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all LendersBanks. No provision provisions of Section 9 or other provision of this Agreement affecting Agent in its capacity as such 13 shall be amended, modified or waived without the consent of the ---------- Agent.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent or forbearance with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by the Administrative Agent and signed and delivered by Lenders having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, (i) extend the date fixed for any scheduled for payment of any principal of (except as set forth below) or interest on the Loan or Loans, any reimbursement obligation in respect of any Letter of Credit, any fees or other amounts payable hereunder or under the other Loan Documents any amount payable pursuant to Section 7.6 or Section 8, (ii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (providedthereon, that Required Lenders may rescind an imposition of default interest any fees payable hereunder or any amount payable pursuant to Section 2.4.17.6 or Section 8, (iii) release the Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or any fees all or other amounts payable hereunder or substantially all of the collateral granted under the other Loan Collateral Documents, or (iv) change the aggregate Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release extend the term of or increase the amount of any party from its guaranty under the Guarantee and Collateral Agreement or all or Commitment of any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, Lender without the consent of all Lenderssuch Lender. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such 13 shall be amended, modified or waived without the consent of the Administrative Agent. No provision affecting the rights and duties of the Issuer under this Agreement or any Letter of Credit Application or relating to any Letter of Credit issued or to be issued by it shall be amended, modified or waived without the consent of the Issuer. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitments of such Lender may not be increased or extended without the consent of such Lender.

Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Subordinated Debt) shall in any event be effective unless the same shall be in writing and approved by (i) the Borrower and (ii) Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend the date scheduled for payment of any principal of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.12.7.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change amend the provisions of Section 2.8.2 2.12.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Sections 2.10.2 or 2.10.3 with respect to the obligation to make, timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent. No provision of this Agreement relating to the rights or duties of Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of Issuing Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

Waiver; Amendments. No delay on the part of Agent the Agent, any Bank, or the holder of any Lender Loan in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders the Agent and by Banks having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent (i) shall extend or increase any Commitmentthe amount of the Commitments, extend the due date scheduled for payment any amount payable hereunder, reduce or waive any fee hereunder, change the definition of "Required Banks" or Percentage in Section 1, amend or modify Section 4.1 or change any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loandefined terms used in Section 4.1, amend or modify Section 4.4, Section 4.6, Section 11.1.1 or Section 11.1.8, modify this Section 13.1 or otherwise change the amount or rate of interest thereon (provided, that Required Lenders may rescind aggregate Percentage required to effect an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent without the written consent of all Banks, (ii) shall release modify or waive any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under conditions precedent specified in Section 10.1 for the Collateral Documentsmaking of any Loan without the written consent of the Bank which is to make such Loan or (iii) shall extend the scheduled maturity or reduce the principal amount of, change or rate of interest on, or extend the definition due date for any amount payable under, any Loan without the written consent of Required Lendersthe holder of the Note evidencing such Loan. Amendments, change modifications, waivers and consents of the type described in clause (iii) of the preceding sentence with respect to Bid Loans or Bid Notes may be effected with the written consent of the holder of such Bid Loans or Bid Notes and no consent of any provision of this Section 10.1, change the other Bank or other holder shall be required in connection therewith. No provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such 12 shall be amended, modified or waived without the consent of Agent's written consent.

Waiver; Amendments. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding required prepayments of (except as set forth belowthe Loans) of or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or consent shall (d) release any party Guarantor from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement Agreement, other than as part of or in connection with any disposition permitted hereunder, or all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), change the definition of Required Lenders, change any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders. No provision of Section 9 14 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lenders in their capacities as such shall be amended, modified or waived without the consent of the Issuing Lenders. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacities as such shall be amended, modified or waived without the consent of the Swing Line Lender. Notwithstanding the foregoing, this agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Administrative Agent is not a Non-Consenting Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all such Loans and Revolving Commitments held by such Non-Consenting Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.

Waiver; Amendments. No delay on the part of Administrative Agent or any Lender Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing writing, signed by Administrative Agent and approved Borrower, and unless reserved to Administrative Agent herein, acknowledged by Lenders the Banks having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (i) extend or increase the Commitment of any CommitmentBank without the written consent of such Bank, (ii) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Bank directly affected thereby, (iii) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender Bank directly affected thereby. No amendmentthereby (except for periodic adjustments of the Interest Rate and fees resulting from a change in the LIBOR Index as provided for in the Note and other than the rescission of the implementation of the Default Rate of interest and/or fees by Required Banks as provided for in this Agreement), modification(iv) release any collateral for the Loan except as expressly provided for herein, waiver or consent shall (v) increase any Bank’s Pro Rata Share unless consented to by such Bank, (vi) decrease any Bank’s Pro Rata Share except in connection with a permitted assignment pursuant to Section 11.1(m)(iii) hereof, (vii) release any party from its guaranty obligations under the Guarantee and Collateral Agreement Loan Documents or all or any substantial part of the Collateral Property or Personal Property granted under the Collateral Loan Documents, except as expressly provided herein, (viii) change the definition of Required LendersBanks, (ix) change any provision of this Section 10.111.1, change the provisions of Section 2.8.2 or (x) reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lendersof the Banks. No provision of Section 9 Article 11 or other provision of this Agreement affecting Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of Administrative Agent. No amendment, waiver or consent unless in writing and signed by Administrative Agent, in addition to the Banks required hereinabove in Subsection (i) to take such action shall affect the rights or duties of Administrative Agent under this Agreement or any of the other Loan Documents. No waiver shall extend to or affect any Obligation not expressly waived or impair any right consequent thereon and any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose set forth therein. No course of dealing or delay or omission on the part of Administrative Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Except as otherwise explicitly provided for herein or in any other Loan Document, no notice to or demand upon Borrower shall entitle Borrower to any other or further notice or demand in similar or other circumstances.

Waiver; Amendments. No delay on Any failure by Agent, the part of Agent Issuing Bank or any Lender in the exercise of Lender, at any righttime or times hereafter, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise to require strict performance by any Borrower of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (Financing Agreements shall not waive, affect or diminish any right of Agent, the Issuing Bank or any subordination Lender thereafter to demand strict compliance and intercreditor agreement performance therewith. Any suspension or waiver of a Default by any Borrower under this Agreement or any of the other subordination provisions relating Financing Agreements shall not suspend, waive or affect any other Default by any Borrower under this Agreement or any of the other Financing Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No amendment or waiver of any provision of this Agreement or any other Financing Agreement, nor consent to any other Debt) departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and approved signed by the Required Lenders having aggregate Pro Rata Shares of (or by Agent on their behalf), or if Lenders shall not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreementbe parties thereto, by the parties thereto and consented to by the Required LendersLenders (or by Agent on their behalf), and then any each such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No ; provided that no amendment, modification, waiver or consent shall shall, unless in writing and signed by all Lenders, do any of the following: (i) increase any Commitment, extend the date scheduled for payment Total Revolving Commitments of any principal of Lenders (except as set forth belowprovided in Subsection 2.7(D)) or subject Lenders to any additional obligations, (ii) except as otherwise expressly provided in this Agreement, reduce the principal of, or interest on on, the Loan Notes, any Letter of Credit reimbursement obligations or any fees hereunder, (iii) postpone any date fixed for any payment in respect of principal of, or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loaninterest on, the amount or rate Notes, any Letter of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) Credit reimbursement obligations or any fees or other amounts payable hereunder or under hereunder, (iv) change the other Loan Documentspercentage of the Revolving Credit Commitments (except as provided in Subsection 2.7(D)), without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent shall release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of minimum requirement, necessary for Lenders or the Collateral granted under the Collateral DocumentsRequired Lenders to take any action hereunder, (v) amend or waive this Subsection 11.1, or change the definition of Required Lenders, change (vi) extend the Termination Date, or (vii) except as otherwise expressly provided in this Agreement (including without limitation as provided in Subsection 10.10(B) hereof), and other than in connection with the financing, refinancing, sale or other disposition of any provision asset of any Borrower permitted under this Section 10.1Agreement, change release any Liens in favor of Agent on all or any substantial portion of the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any Collateral; provided, further, that no amendment, modification, waiver or consent, without, in each case, consent affecting the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.rights or

Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments required under Section 6.2.2) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of any Loan or any reimbursement obligation relating to the LoanLetters of Credit, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) on any Loan or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendmentthereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or (d) release the Parent, modificationany Borrower, waiver or consent shall release any party other material Subsidiary, from its guaranty obligations under the Guarantee Guaranty and Collateral Agreement or Agreement, release all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 15.1 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 9 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

Waiver; Amendments. No delay on the part of Agent the Agent, any Bank, or the holder of any Lender Loan in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders the Agent and by Banks having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent (i) shall extend (other than in accordance with Section 13.8(a)) or increase any Commitmentthe amount of the Commitments, extend the date scheduled for payment maturity of any principal Commitment or Loan, change the definition of (except as set forth below) "Required Banks" or interest on the Loan "Percentage" in Section 1, amend or modify Section 4.1, or change any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loandefined terms used in Section 4.1, amend or modify Section 4.4, Section 4.5, Section 4.7, Section 6.2(a), Section 11.1.1, Section 11.1.8, or this Section 13.1 or otherwise change the amount or rate of interest thereon (provided, that Required Lenders may rescind aggregate Percentage required to effect an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, the consent of each Lender directly affected thereby. No amendment, modification, waiver or consent without the written consent of all Banks, (ii) shall release modify or waive any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part of the Collateral granted under conditions precedent specified in Section 10.1 (or Section 5.3 in connection with the Collateral Documentsexercise of the Term-Out Option) for the making of any Loan without the written consent of the Bank which is to make such Loan or (iii) shall extend the scheduled maturity or reduce the principal amount of, change or rate of interest on, reduce or waive any fee hereunder or extend the definition due date for or waive any amount payable under, any Loan without the written consent of Required Lendersthe holder of the Commitment or Loan adversely affected thereby. Amendments, change modifications, waivers and consents of the type described in clause (iii) of the preceding sentence with respect to Bid Loans or Bid Notes may be effected Credit Agreement with the written consent of the holder of such Bid Loans or Bid Notes and no consent of any provision of this Section 10.1, change the other Bank or other holder shall be required in connection therewith. No provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such 12 shall be amended, modified or waived without the consent of Agent's written consent.

Waiver; Amendments. (a) No failure or delay on by the part of Agent Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document, and no course of dealing between the exercise of Borrower and the Administrative Agent or any rightLender, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any rightsuch right or power, power or remedy any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof, thereof or the exercise of any other rightright or power hereunder or thereunder. The rights and remedies of the Administrative Agent, power the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedyremedies provided by law. No amendment, modification or waiver of, or consent with respect to, of any provision of this AgreementAgreement or of any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by subsection (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the Notes making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative DB1/ 110470318.9 142 Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. (b) No amendment or waiver of any provision of this Agreement or of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating than the Fee Letter), nor consent to any other Debt) departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and approved signed by Lenders having aggregate Pro Rata Shares the Borrower and the Required Lenders, or the Borrower and the Administrative Agent with the consent of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No ; provided that, no amendment, modification, waiver or consent shall shall: (i) increase any Commitment, extend the date scheduled for payment Commitment of any principal Lender without the written consent of such Lender (except as it being understood that a waiver of any condition precedent set forth belowin Section 3.2 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender); (ii) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of any Loan or reimbursement obligation with respect to a LC Disbursement (it being understood that a waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Loan, Commitments shall not constitute a reduction or forgiveness of principal) or reduce the amount or rate of interest thereon thereon, or reduce any fees payable hereunder, without the written consent of each directly and adversely affected Lender (providedbut not the Required Lenders) (it being understood that any change to the definition of Total Net Leverage Ratio, Secured Net Leverage Ratio or First Lien Net Leverage Ratio or in the component definitions thereof shall not constitute a reduction of interest or fees for purposes of this clause (ii)), provided that only the consent of the Required Lenders may rescind an imposition shall be necessary to waive any obligation of the Borrower to pay default interest pursuant to Section 2.4.12.13(c); (iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or any fees or other amounts payable hereunder or under reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment, without the written consent of each directly and adversely affected Lender (but not the Required Lenders) (it being understood that a waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute a reduction or forgiveness of principal or an extension of any maturity date, date of any scheduled amortization payment or date for payment of interest or fees); (iv) (A) change Section 2.21(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender or (B) change Section 8.2 in a manner that would alter the pro rata sharing of payments or the order of application required thereby without the written consent of each directly and adversely affected Lender (but not the Required Lenders); (v) change any of the provisions of this subsection (b) or the definition of “Required Lenders” or any other Loan Documentsprovision hereof specifying the number or percentage of Lenders which are required to waive, withoutamend or modify any rights hereunder or make any determination or grant any consent hereunder, in each case, without the consent of each directly and adversely affected Lender directly affected thereby. No amendment, modification, waiver or consent shall (but not the Required Lenders); (vi) release any party from its guaranty under the Guarantee and Collateral Agreement or all or any substantial part substantially all of the Collateral granted value of the guarantors, or limit the liability of such guarantors, under any guaranty agreement guaranteeing any of the Collateral DocumentsObligations, change without the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 or reduce the aggregate Pro Rata Share required to effect any amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Section 9 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent.each Lender; or

Waiver; Amendments. No delay on the part of the Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders having an aggregate Pro Rata Shares Share of not less than the aggregate Pro Rata Shares Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Pro Rata Share of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Lender without the consent of each Lender directly affected therebysuch Lender. No amendment, modification, waiver or consent shall (i) increase the Revolving Commitment Amount or the Acquisition Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any party from its guaranty under the Guarantee and Collateral Agreement Guaranty or all or any substantial part of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Documents or (v) reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all Lenders. No provision of Section 9 12 or other provision of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender.

Waiver; Amendments. No delay on the part of Agent the Agent, any Bank or ------------------ any Lender other holder of a Note in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, Agreement or the Notes or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved signed and delivered by Lenders Banks having an aggregate Pro Rata Shares Percentage of not less than the aggregate Pro Rata Shares Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this AgreementAgreement or the Notes, by the Required LendersBanks, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall increase any Commitment, extend change the date scheduled for payment Percentage of any principal of (except as set forth below) or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents or reduce the principal amount of the Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documents, without, in each case, Bank without the consent of each Lender directly affected therebysuch Bank. No amendment, modification, waiver or consent shall (i) extend or increase the amount of the Commitments, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release any party from its guaranty under the Guarantee and Collateral Agreement Intercompany Guaranty (other than with respect to a Guarantor which ceases to be a Subsidiary as a result of a transaction permitted hereunder) or all or any substantial part substantially all of the Collateral collateral granted under the Collateral Documents, change the definition of Required Lenders, change any provision of this Section 10.1, change the provisions of Section 2.8.2 Document or (v) reduce the aggregate Pro Rata Share Percentage required to effect any an amendment, modification, waiver or consent, consent without, in each case, the consent of all LendersBanks. No provision provisions of Section 9 13 or other provision of this Agreement ---------- affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent.

Waiver; Amendments. No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, the Notes Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement or other subordination provisions relating to any other Debt) shall in any event be effective unless the same shall be in writing and approved acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the 108 specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any CommitmentLender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of (except as set forth below) or interest on the Loan Loans or any fees or other amounts payable hereunder or under without the other Loan Documents or written consent of each Lender directly affected thereby, (c) reduce the principal amount of the any Loan, the amount or rate of interest thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.4.1) or any fees or other amounts payable hereunder or under the other Loan Documentshereunder, without, in each case, without the consent of each Lender directly affected thereby. No amendment, modification, waiver thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); (d) release Borrower or consent shall release any party guarantor from its guaranty obligations hereunder or under the Guarantee Guaranty and Collateral Agreement, other than as part of or in connection with any disposition permitted hereunder, or subordinate the obligations of Borrower or any guarantor hereunder or under the Guaranty and Collateral Agreement to any other indebtedness for borrowed money, or release or subordinate to the lien in favor of any other indebtedness for borrowed money all or any substantial part of the Collateral granted under the Collateral DocumentsDocuments (except as permitted by Section 14.11), change the definition of Required Lenders, change any provision of Section 7.2 or Section 7.5, any provision of this Section 10.115.1, change the provisions any provision of Section 2.8.2 13.3 or reduce the aggregate Pro Rata Share required to effect any an amendment, modification, waiver or consent, without, in each casecase set forth in this clause (d), the written consent of all Lenders; (e) amend the definition of “Borrowing Base” or any defined term used therein without the written consent of all Lenders (except as otherwise expressly provided herein or in any schedule hereto); or (f) amend the definition of “Revolving Loan Availability” or any defined term used therein without the written consent of all Lenders (except as otherwise expressly provided herein or in any schedule hereto). No provision of Section 9 14 or other provision of this Agreement affecting Agent in its capacity as such shall be amended, modified or waived without the consent of Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lenders in their capacities as such shall be amended, modified or waived without the consent of the Issuing Lenders. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender. No provision of this Agreement relating to the rights and duties of any Lender to which Bank Product Obligations are owed (including Hedging Obligations) shall be amended, modified or waived with the consent of such Lender. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, Agent and Borrower (a) other than with respect to increases pursuant to Section 2.2(e) for which Required Lender consent is not required, to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Revolving Commitments and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. If, in connection with any proposed amendment, modification, waiver or termination requiring the consent of all Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as Agent is not a Non-Consenting Lender, Borrower may appoint a Replacement Lender pursuant to Section 8.7(ii). Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the 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 Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be 109 extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender. In addition, notwithstanding anything in this Section to the contrary, if Agent and Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then Agent and Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders to Agent within ten Business Days following receipt of notice thereof.