Common use of Waiver; Amendments Clause in Contracts

Waiver; Amendments. No delay on the part of the Agent or any 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share of not less than the aggregate Pro Rata Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: (i) increase the 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 the Guaranty or (v) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Agent Agent, any Bank, or the holder of any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by the Agent and by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: (i) shall extend or increase the Commitment Amountamount of the Commitments, (ii) extend the due date for payment of any principal of or interest on the Loans or any fees amount payable hereunder, (iii) reduce the principal amount of or waive any Loan, the rate of interest thereon or any fees payable fee hereunder, (iv) release change the Guaranty definition of "Required Banks" or (v) reduce Percentage in Section 1, amend or modify Section 4.1 or change any of the defined 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 aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, without the written consent of all Banks, (ii) shall modify or waive any of the conditions precedent specified in Section 10.1 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, or rate of interest on, or extend the due date for any amount payable under, any Loan without the written consent of the holder of the Note evidencing such Loan. Amendments, 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 other Bank or other holder shall be required in connection therewith. No provision provisions of Section 13 or other provision of this Agreement affecting the Agent in its capacity as such 12 shall be amended, modified or waived without the consent of the Agent. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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's written consent.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks Lenders having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required BanksLenders 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 change increase the Pro Rata Share Percentage of any Bank Lender or increase or extend the Commitment of any Lender without the consent of such BankLender. No amendment, modification, waiver or consent shall: shall (A) (i) increase extend the Commitment Amount, scheduled maturity date of any principal of any Loan of any Lender (iiexcluding any such extension resulting from a non-pro-rata extension of the Termination Date pursuant to Section 6.3) or extend the date for payment of any principal of or interest on the Loans any Loan or any fees payable hereunder, hereunder to any Lender or (iiiii) reduce the principal amount of any LoanLoan of any Lender, the rate of interest thereon or any fees payable hereunderhereunder to any Lender, without, in each case, the consent of such Lender or (B) (i) release (x) the Parent or the Company from its obligations under the Parent/Company Guaranty, (ivy) release all or substantially all of the Subsidiary Guarantors from a Subsidiary Guaranty or (vz) all or substantially all of the collateral granted under the Collateral Documents, except any amendment required to effectuate Section 10.12(vii) or (ii) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Bankseach Lender directly affected thereby. No amendment, waiver or consent shall (i) alter the pro rata sharing of payments required by Section 7.6 or the pro rata reduction in Commitments required by Section 2.6.1 or (ii) amend the definition of “Eligible Jurisdictions” (provided for the avoidance of doubt that Company’s exercise of its right to add Subsidiary Borrowers in jurisdictions other than Eligible Jurisdictions pursuant to Section 2.7(a) shall not be deemed to be an amendment, waiver or consent with respect to the definition of “Eligible Jurisdictions”) without, in each case, the consent of each Lender. No provision of Section 13 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of Section 13 or other provision of this Agreement affecting relating to the Agent rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Agentsuch Issuing Lender. No provision of this Agreement relating to affecting the rights or duties of the Issuing Bank Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of the Issuing BankSwing 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 (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. Notwithstanding anything to the contrary herein, (a) the Administrative Agent may, with the consent of the Company only, amend, modify or supplement this Agreement or any other Loan Document (i) to cure any ambiguity, omission, mistake, defect or inconsistency or (ii) to the extent the Administrative Agent determines is necessary or appropriate to implement the provisions of Section 6.2, Section 6.3 or Section 10.12(vii) and (b) this Agreement may be amended by delivery of a fully executed Subsidiary Borrower Supplement without the consent of any other party. If any Lender does not consent to a proposed amendment, waiver or consent with respect to any Loan Document (a “Non-Consenting Lender”) that required the consent of each Lender and that has been approved by the Required Lenders, the Borrowers may replace such Non-Consenting Lender in accordance with Section 15.10, provided that such amendment, 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 Borrowers to be made pursuant to this paragraph).

Waiver; Amendments. No delay on the part of the Administrative Agent or any Bank 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 or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Banks Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required BanksLenders, 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 change (a) extend or increase the Pro Rata Share Commitment of any Bank Lender without the written consent of such Bank. No amendment, modification, waiver or consent shall: Lender; (i) increase the Commitment Amount, (iib) extend the date scheduled for payment of any principal of (excluding mandatory prepayments) of, or interest on on, the Loans Loans, or any fees payable hereunder, hereunder without the written consent of each Lender directly affected thereby; (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (ivexcept 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 any party from its obligations under the Guaranty Agreement, change the definition of Required Lenders, any provision of this Section 15.1 or (v) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each case, the written consent of all BanksLenders. No provision of Section 13 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 Agent. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Bank.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. 64

Waiver; Amendments. No delay on the part of the Agent Agent, any Bank or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share Percentage of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: shall (i) extend or increase the Commitment Amountamount 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 (x) the Intercompany Guaranty or (y) the pledge of the stock of one or more Subsidiaries of the Company if (1) after giving effect to such release, there will not continue to be pledged to the Agent pursuant to the Company Pledge Agreement the stock of one or more Subsidiaries of the Company which own at least 25% of the net value of the consolidated assets of the Company and its Subsidiaries as of the last day of the preceding Fiscal Year as reflected in the financial reports required to be delivered pursuant to Section 10.1.1 or (2) the pledge of such stock securing the obligations of the Company under the Senior Notes is not also concurrently released or (v) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision provisions of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Agent or any 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share of not less than the aggregate Pro Rata Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share of any Bank without the consent of such 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 the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents or (v) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Agent Agent, any Bank or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share Percentage of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: shall (i) extend or increase the Commitment Amountamount 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 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 Document or (v) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision provisions of 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 an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the such Issuing Bank.

Waiver; Amendments. No delay on the part of the Agent or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks Lenders having an aggregate Pro Rata Share of not less than the aggregate Pro Rata Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required BanksLenders, 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 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 (i) increase the Revolving Commitment Amount, (ii) 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, (iii) 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, (iv) 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, (v) amend or modify Section 9.6.1, 9.6.2 or 9.6.3 so as to reduce the minimum financial ratio set forth therein, (vi) amend or modify Section 9.6.4 so as to increase the maximum financial ratios set forth therein, (vii) amend or modify Section 9.6.5, (viii) amend, modify or waive Section 6.3 or (ix) reduce the aggregate Pro Rata 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 to, any provision of 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 change the Pro Rata Share of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: (i) increase the 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 the Guaranty or (v) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of Section 13 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 Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing BankLender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks the Company and by Lenders having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required BanksLenders, 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 change the Pro Rata Share of amend, modify or waive any Bank condition precedent to any Credit Extension without the consent of such Bank. No amendment, modification, waiver Lenders holding 100% of the Commitments or consent shall: (b) shall (i) extend or increase the Commitment Amountamount of any Commitment, (ii) extend the date for payment of any principal of or interest on the Loans Credit Extensions or any fees payable hereunder, (iii) reduce the principal amount of any LoanCredit Extensions, the rate of interest or discount thereon or any fees payable hereunder, (iv) release any Person from its obligations under any Guaranty or release any substantial part of the Guaranty Collateral granted under the Collateral Documents except Collateral having a fair market value of less than $5,000,000 in the aggregate or as otherwise permitted under this Agreement or the Collateral Documents or (v) reduce change the definition of Approved Acquisition or Required Lenders or the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent or amend this Section 14.1 without, in each case, the consent of all BanksLenders. No provision provisions of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Administrative Agent. No provision of this Agreement relating to the rights aggregate amount of Letters of Credit that may be issued, Section 2.6, 2.7, 2.8, 2.9, 2.12(d), 5.7(b) or duties of the Issuing Bank in its capacity as such 5.7(d) shall be amended, modified or waived without the consent of the Issuing Bank. No provision relating to Section 3 shall be amended, modified or waived without the consent of the Canadian Lenders.

Waiver; Amendments. No delay on the part of the Agent Agent, any Bank or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share Percentage of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: shall (i) extend or increase the Commitment Amountamount 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 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 Guaranty collateral granted under the Collateral Documents or (v) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision provisions of 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 an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the such Issuing Bank.

Waiver; Amendments. No delay on the part of the Agent or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks Lenders having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required BanksLenders, 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 change the Pro Rata Share Percentage of any Bank Lender without the consent of such BankLender. No amendment, modification, waiver or consent shall: shall (i) increase the Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iiiii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iviii) release the 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 substantially all of the collateral granted under the Collateral Documents or (viv) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all BanksLenders. No provision of Section 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Agent or any 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share of not less than the aggregate Pro Rata Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: shall (ia) except as otherwise permitted hereunder, increase the Revolving Commitment Amount, (iib) extend the Termination Date or date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (ivd) release the Company, (e) release any Guaranty or any Guarantor thereunder or (vf) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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. 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 Agent or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks Lenders having an aggregate Pro Rata Share of not less than the aggregate Pro Rata Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required BanksLenders, 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 change the Pro Rata Share of any Bank Lender without the consent of such BankLender. No amendment, modification, waiver or consent shall: 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 the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents or (v) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such SectionLenders. No provision of 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 Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing BankLender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share Total Percentage of not less than the aggregate Pro Rata Share Total Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change or extend the Pro Rata Share Commitment of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: shall modify the allocation of any payment between the Term Loans without the consent of such Banks holding more than 66-2/3% of the aggregate outstanding principal amount of the Term Loans. No amendment, modification, waiver or consent shall (i) increase the Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans any Loan or any fees payable hereunder, (iiiii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iviii) 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 (viv) reduce the aggregate Pro Rata Share Total Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision provisions of Section SECTION 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 Agent. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Administrative Agent. No provision of this Agreement relating to the rights or duties of the an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the 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 Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks Lenders having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required BanksLenders, 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 change the Pro Rata Share of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: (i) increase the Commitment Amountof any Lender, (ii) extend the date for payment of any principal of or interest on the Loans any Loan or any fees payable hereunder, hereunder or (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iv) release the Guaranty or (v) reduce the aggregate Pro Rata Share 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 (x) release all Banks. No provision of Section 13 or other provision of this Agreement affecting substantially all the Agent in its capacity as such shall be amended, modified Subsidiaries party thereto from the Guaranty or waived without the consent all or substantially all of the Agent. Notwithstanding collateral granted under the foregoing Collateral Documents or anything else to (y) reduce the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized aggregate Percentage required to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Bank 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 or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Banks Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required BanksLenders, 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 change (a) extend or increase the Pro Rata Share Commitment of any Bank Lender without the written consent of such Bank. No amendment, modification, waiver or consent shall: (i) increase the Commitment AmountLender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (ivexcept 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 all or substantially all parties from their respective obligations under the Guaranty and Collateral Agreement or (v) all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, any provision of this Section 15.1 or reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each case, the written consent of all BanksLenders. 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 Term Percentages exceeding 50%. No provision of Section 13 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 Agent. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing BankLender. 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 Bank 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 or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Banks Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required BanksLenders, 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 16.3 hereof, no amendment, modification, waiver or consent shall change (a) extend or increase the Pro Rata Share Commitment of any Bank Lender without the written consent of such Bank. No amendment, modification, waiver or consent shall: (i) increase the Commitment AmountLender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (ivexcept for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); (d) increase the advance rates with respect to Eligible Accounts or Eligible Inventory hereunder or (e) release any guarantor from its obligations under the Guaranty Guaranty, other than 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 other Loan Documents (vexcept as permitted by Section 18.11), change the definition of Required Lenders, amend the number of Lenders that shall be required for Lenders (or any Lender) to take any action under this Agreement, any provision of Section 16.2, any provision of this Section 20.1, the provisions of Section 16.3, the provisions of Section 2.3.3, the provisions of Section 2.8(a), or reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each casecase set forth in this clause (e), the written consent of all BanksLenders. No provision of Section 13 18 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of Section 13 this Agreement relating to the rights or other 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 affecting relating to the Agent rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the AgentSwing Line Lender. No provision Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the 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 relating and the other Loan Documents with the Revolving 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 the Administrative Agent is not a Non-Consenting Lender, the Administrative Agent and/or a Person or Persons reasonably acceptable to the rights Administrative Agent shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon the Administrative Agent's request, sell and assign to the Administrative Agent and/or such Person or duties Persons, all of the Issuing Bank 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. 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 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 its capacity as such shall be amended, modified or waived each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the Issuing Bankconsent 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 the Administrative 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 the Administrative 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 the Administrative Agent within ten Business Days following receipt of notice thereof.

Waiver; Amendments. No delay on the part of the Agent or any 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: (i) extend or increase the Commitment Amountamount 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 Person from its obligations under the Guaranty or (v) reduce change the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision provisions of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Bank 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 or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Banks Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required BanksLenders, 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 change (a) extend or increase the Pro Rata Share Commitment of any Bank Lender without the written consent of such Bank. No amendment, modification, waiver or consent shall: (i) increase the Commitment AmountLender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (ivexcept 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 any party from all or any of its material obligations under the Guaranty Guaranty, or (vreduce any of its material obligations thereunder, or all or substantially all of the Collateral granted under the Collateral Documents, change any Specified Definition, any provision of this Section 15.1, any of the dollar or percentage amounts set forth in any of Section 3.2 and/or Section 6(e) of the Construction Rider, or reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each case, the written consent of all BanksLenders. 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 13 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 Agent. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing BankLender. 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 set forth in this Section 15.1, as between the Administrative Agent and the Lenders (or any portion thereof), the Administrative Agent shall have the sole authority to modify, amend or waive any conditions pursuant to the funding of any portion of the Term Loan if such condition precedent is not material (as determined by Administrative Agent in its reasonable discretion) and relates to a single disbursement of loan proceeds in an amount not in excess of $4,000,000 (it being understood and agreed that the Administrative Agent shall not have the sole authority to modify, amend or waive any such condition precedent that is material (as determined by Administrative Agent in its reasonable discretion) or relates to a single disbursement of loan proceeds in an amount in excess of $4,000,000).

Waiver; Amendments. No delay on the part of the Agent or any Bank ------------------ 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks Lenders having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required BanksLenders, 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 change the Pro Rata Share Percentage of any Bank Lender without the consent of such BankLender. No amendment, modification, waiver or consent shall: shall (i) increase the Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iiiii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iviii) release the 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 substantially all of the collateral granted under the Collateral Documents or (viv) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all BanksLenders. No provision of Section 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Agent or any 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share of not less than the aggregate Pro Rata Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: shall (ia) increase the Revolving Commitment Amount, (iib) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (ivd) release the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, (ve) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent 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 Banks. No provision of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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. 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 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share of not less than the aggregate Pro Rata Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: shall (ia) increase the Revolving Commitment Amount, (iib) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (ivd) release all or any substantial part of the Guaranty or collateral granted under the Collateral Documents, (ve) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent 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 Banks. No provision of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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. No Bank's Commitment shall be increased without such Bank's prior written consent.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Bank 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 or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed acknowledged by the Company, and delivered by Banks the Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Company, and the Required BanksLenders, 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 change (a) extend or increase the Pro Rata Share Commitment of any Bank Lender without the written consent of such Bank. No amendment, modification, waiver or consent shall: Lender; (i) increase the Commitment Amount, (iib) extend the date scheduled for payment of any principal of (excluding voluntary or mandatory prepayments) of, or interest on on, the Loans Loans, or any fees payable hereunder, hereunder without the written consent of each Lender directly affected thereby; (iiic) reduce the principal amount of any LoanLoan (excluding 55 voluntary or mandatory prepayments), the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby; or (ivd) release any party from its obligations under the Guaranty Security Agreement or (v) all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, any provision of this Section 15.1 or reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each casecase set forth in this clause (d), the written consent of all BanksLenders. No provision of Section 13 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks Lenders having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required BanksLenders, 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 change the Pro Rata Share Percentage of any Bank Lender without the consent of such BankLender. No amendment, modification, waiver or consent shall: shall (i) extend or increase the Commitment Amountamount 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 Subsidiary Guarantor from such Subsidiary Guarantor’s obligations under the applicable Guaranty or all or substantially all of the collateral granted under the Collateral Documents or (v) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all BanksLenders. No provision provisions of Section 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of Section 13 or other provision of this Agreement affecting relating to the Agent rights or duties of an Issuing Lender 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 such Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the Issuing BankLender.

Waiver; Amendments. No delay on the part of the Agent or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks Lenders having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required BanksLenders, 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 change the Pro Rata Share Percentage of any Bank Lender without the consent of such BankLender. No amendment, modification, waiver or consent shall: shall (i) increase the Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iiiii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iviii) release the 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 substantially all of the collateral granted under the Collateral Documents or (viv) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all BanksLenders. No provision of Section 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Agent Agent, any Bank or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share Percentage of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: shall (i) extend or increase the Commitment Amountamount 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 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 any substantial part of the collateral granted under the Collateral Document or (v) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision provisions of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of Section 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 an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the 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 Agent Agent, any Bank, or the holder of any Bank 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 or the Committed Notes shall in any event be effective unless the same shall be in writing and signed and delivered by the Company, the Agent and by the Non-Defaulting Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Committed Notes, by the Required Banks, 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 change the Pro Rata Share definition of any Bank without “Required Banks” or “Percentage” in Section 1, amend, waive, change or otherwise modify the consent terms of such Bank. No amendmentSection 3.6, modificationSection 5.2(a), waiver Section 10.1.1, or consent shall: (i) increase the Commitment Amount, (ii) extend the date for payment of any principal of this Section 12.1 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 the Guaranty or (v) reduce otherwise change the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, without the written consent of the Company and all Non-Defaulting Banks, (ii) shall modify or waive any of the conditions precedent specified in Section 9.1 for the making of any Committed Loan without the written consent of the Company and the Bank which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, 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 Company and the applicable Bank holding the Commitment or Committed Loan adversely affected thereby. No provision provisions of Section 13 12 or other any provision herein affecting the rights and duties of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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’s written consent.

Waiver; Amendments. No delay on the part of the Agent or any 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 the Agent 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 or the Notes Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share of not less than the aggregate Pro Rata Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, the Agent and the Borrower (in the case of a document to which the Borrower is a party) 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 amendment, modification, waiver or consent shall change consent, shall, unless in writing and signed by all Banks, do any of the Pro Rata Share of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shallfollowing: (i) increase change the Commitment Amount, Commitments of the Banks; (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 Loanof, or interest on, the rate of interest thereon Loan or any fees payable hereunder; (iii) extend any date fixed for any payment of principal of, or interest on, the Loan; (iv) release amend the Guaranty definition of the term "Required Banks" or "Borrowing Base"; or (v) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent without, in each caserelease any Collateral (collectively, the consent of all Banks"Material Changes"). No provision of Section 13 or other provision of this Agreement affecting Material Change shall, unless in writing and signed by the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. Notwithstanding the foregoing or anything else addition to the contrary in this Section 14.1Banks required above to take such action, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Agent under any of the Loan Documents. Notwithstanding the foregoing or any other term or provision of this Agreement, in its capacity as such shall be amendedthe event that the Agent provides the Banks with written notice of any event, modified circumstance or waived without proposed amendment, modification or waiver of any provision of any Loan Documents requiring the consent of the Issuing Required Banks hereunder, together with a written statement of Fleet, as a Bank, of the action proposed to be taken with respect to such consent, then if each other Bank fails to respond in writing to any such notice by no later than fifteen (15) days after receipt thereof, then each such other Bank shall be deemed to have consented to the action proposed to be taken by Fleet, and the Agent may unconditionally rely on any such deemed consent in taking any action in furtherance thereof.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Bank 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 or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Banks Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required BanksLenders, 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 change (a) extend or increase the Pro Rata Share Commitment of any Bank Lender without the written consent of such Bank. No amendment, modification, waiver or consent shall: (i) increase the Commitment AmountLender, (iib) extend the date scheduled for payment of any principal of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby; or (ivd) release any party from its obligations under the Guaranty (except in connection with the permitted sale of the applicable Guarantor, in which case the Administrative Agent may release the applicable Guarantor, provided, however, that no Guaranty Event shall result therefrom (determined on a pro forma basis as of the proposed date of sale)), change the definition of Required Lenders, any provision of this Section 15.1 or (v) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each case, the written consent of all BanksLenders. No provision of Section 13 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of Section 13 this Agreement relating to the rights or other duties of each 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 relating to the Agent rights or duties of the Swing Line Lender 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 BankSwing Line Lender.

Waiver; Amendments. No delay on the part of the Agent or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks Lenders having an aggregate Pro Rata Share of not less than the aggregate Pro Rata Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required BanksLenders, 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 change the Pro Rata Share of any Bank Lender without the consent of such BankLender. No amendment, modification, waiver or consent shall: 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 the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents or (v) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent without, in each case, the consent of all BanksLenders. No provision of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of Section 13 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 Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing BankLender.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Bank 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 or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Banks Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required BanksLenders, 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 change (a) extend or increase the Pro Rata Share Commitment of any Bank Lender without the written consent of such Bank. No amendment, modification, waiver or consent shall: Lender; (i) increase the Commitment Amount, (iib) extend the date scheduled for payment of any principal of (excluding mandatory prepayments) of, or interest on on, the Loans Loans, or any fees payable hereunder, hereunder without the written consent of each Lender directly affected thereby; (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (ivexcept 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 any party from its obligations under the Guaranty and Collateral Agreement or (v) all or any substantial part of the Collateral and Real Estate Collateral granted under the Collateral Documents, change the definition of Required Lenders, any provision of this Section 15.1 or reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each case, the written consent of all BanksLenders. No provision of Section 13 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 Agent. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing BankLender. 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 Agent Agent, any Bank, or the holder of any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by the Agent and by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: (i) shall extend or increase the Commitment Amountamount of the Commitments, (ii) extend the due date for payment of any principal of or interest on the Loans or any fees amount payable hereunder, (iii) reduce the principal amount of or waive any Loan, the rate of interest thereon or any fees payable fee hereunder, (iv) release change the Guaranty definition of "Required Banks" or (v) reduce Percentage in Section 1, amend or modify Section 4.1 or change any of the defined 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 aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, without the written consent of all Banks, (ii) shall modify or waive any of the conditions precedent specified in Section 10.1 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, or rate of interest on, or extend the due date for any amount payable under, any Loan without the written consent of the holder of the Note evidencing such Loan. Amendments, 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 -53- 59 the written consent of the holder of such Bid Loans or Bid Notes and no consent of any other Bank or other holder shall be required in connection therewith. No provision provisions of Section 13 or other provision of this Agreement affecting the Agent in its capacity as such 12 shall be amended, modified or waived without the consent of the Agent. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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's written consent.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Bank 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 or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Banks Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required BanksLenders, 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 change (a) extend or increase the Pro Rata Share Commitment of any Bank Lender without the written consent of such Bank. No amendment, modification, waiver or consent shall: (i) increase the Commitment AmountLender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunderhereunder (except for periodic adjustments of interest rates and fees based on a change in applicable Level as expressly provided herein), without the consent of each Lender directly affected thereby; or (ivd) release any party from its obligations under the Guaranty (or (vany guaranty subsequently executed as required by this Agreement) or all or any substantial part of the Collateral granted under the Collateral Documents, change the definition of Required Lenders, any provision of this Section 15.1 or reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each case, the written consent of all BanksLenders. No provision of Section 13 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 Agent. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing BankLender.

Waiver; Amendments. No delay on the part of the Agent Agent, any Bank or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share Percentage of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: shall (i) extend or increase the Commitment Amountamount 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 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 substantially all of the Guaranty collateral granted under the Collateral Documents or (v) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision provisions of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of Section 13 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 the an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the such Issuing Bank.

Waiver; Amendments. No delay on the part of the Agent or any 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share of not less than the aggregate Pro Rata Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: 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 the Guaranty or (v) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, or (v) change the definition of EBITDA, without, in each case, the consent of all Banks. No provision of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Bank 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 or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Banks Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required BanksLenders, 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 change (a) extend or increase the Pro Rata Share Commitment of any Bank Lender without the written consent of such Bank. No amendment, modification, waiver or consent shall: (i) increase the Commitment AmountLender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (iv) release except for periodic adjustments of interest rates and fees resulting from a change in the Guaranty Applicable Margin as provided for in this Agreement); or (vd) change the definition of Required Lenders, any provision of this Section 15.1 or reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each case, the written consent of all BanksLenders. No provision of Section 13 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 Agent. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing BankLender. 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 Agent or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks Lenders having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required BanksLenders, 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 change the Pro Rata Share Percentage of any Bank Lender without the consent of such BankLender. No amendment, modification, waiver or consent shall: shall (i) increase the Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iiiii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iviii) release the 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 substantially all of the collateral granted under the Collateral Documents or (viv) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all BanksLenders. No provision of Section 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Agent Agent, any Bank, or the holder of any Bank 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 or the Committed Notes shall in any event be effective unless the same shall be in writing and signed and delivered by the Company, the Agent and by the Non-Defaulting Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Committed Notes, by the Required Banks, 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 consent (i) shall change the Pro Rata Share definition of any Bank without “Required Banks” or “Percentage” in Section 1, amend, waive, change or otherwise modify the consent terms of such Bank. No amendmentSection 3.6, modificationSection 5.2(a), waiver Section 10.1.1, or consent shall: (i) increase the Commitment Amount, (ii) extend the date for payment of any principal of this Section 12.1 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 the Guaranty or (v) reduce otherwise change the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, without the written consent of the Company and all Non-Defaulting Banks, (ii) shall modify or waive any of the conditions precedent specified in Section 9.1 for the making of any Committed Loan without the written consent of the Company and the Bank which is to make such Committed Loan or (iii) shall (other than in accordance with Section 12.9(a)) extend the scheduled maturity, 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 Company and the applicable Bank holding the Commitment or Committed Loan adversely affected thereby. No provision provisions of Section 13 12 or other any provision herein affecting the rights and duties of this Agreement affecting the Agent in its capacity as such shall be amended, modified or waived without the consent of the Agent. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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’s written consent.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks Lenders having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required BanksLenders 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 change increase the Pro Rata Share Percentage of any Bank Lender or increase or extend the Commitment of any Lender without the consent of such BankLender. No amendment, modification, waiver or consent shall: shall (A) (i) increase extend the Commitment Amount, scheduled maturity date of any principal of any Loan of any Lender (iiexcluding any such extension resulting from a non-pro-rata extension of the Termination Date pursuant to Section 6.3) or extend the date for payment of any principal of or interest on the Loans any Loan or any fees payable hereunderhereunder to any Lender, (iiiii) reduce the principal amount of any LoanLoan of any Lender, the rate of interest thereon or any fees payable hereunderhereunder to any Lender, without the consent of such Lender or (B) (i) release (x) the Parent or the Company from its obligations under the Parent/Company Guaranty, (ivy) release all or substantially all of the Subsidiary Guarantors from the Subsidiary Guaranty or (vz) all or substantially all of the collateral granted under the Collateral Documents or (ii) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Bankseach Lender directly affected thereby. No provision of Section 13 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of Section 13 or other provision of this Agreement affecting relating to the Agent rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Agentsuch Issuing Lender. No provision of this Agreement relating to affecting the rights or duties of the Issuing Bank Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of the Issuing BankSwing 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 (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. Notwithstanding anything to the contrary herein, the Administrative Agent may, with the consent of the Company only, amend, modify or supplement this Agreement or any other Loan Document (a) to cure any ambiguity, omission, mistake, defect or inconsistency or (b) to the extent the Administrative Agent determines is necessary or appropriate to implement the provisions of Section 6.2. If any Lender does not consent to a proposed amendment, waiver or consent with respect to any Loan Document (a “Non-Consenting Lender”) that required the consent of each Lender and that has been approved by the Required Lenders, the Borrowers may replace such Non-Consenting Lender in accordance with Section 15.10, provided that such amendment, 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 Borrowers to be made pursuant to this paragraph).

Waiver; Amendments. No delay on the part of the Agent or any Bank ------------------ 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks Lenders having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required BanksLenders, 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 change the Pro Rata Share Percentage of any Bank Lender without the consent of such BankLender. No amendment, modification, waiver or consent shall: shall (i) increase the Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Loans or any fees payable hereunder, (iiiii) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, (iviii) release the 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 substantially all of the collateral granted under the Collateral Documents or (viv) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all BanksLenders. No provision of Section 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Agent or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks Lenders having an aggregate Pro Rata Share of not less than the aggregate Pro Rata Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required BanksLenders, 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 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 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share of any Bank Lender without the consent of such BankLender. No amendment, modification, waiver or consent shall: 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 the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, (v) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (vi) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (vii) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (viii) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (ix) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to 49 57 Floor Plan Financings, (x) amend, modify or waive Section 6.3(b) or (xi) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent without, in each case, the consent of all BanksLenders. No provision of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of Section 13 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 Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing BankLender.

Waiver; Amendments. No delay on the part of the Agent Agent, any Bank, or the holder of any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by the Agent and by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: (i) shall extend (other than in accordance with Section 13.8(a)) or increase the Commitment Amountamount of the Commitments, (ii) extend the date for payment maturity of any principal of Commitment or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, change the rate definition of interest thereon "Required Banks" or "Percentage" in Section 1, amend or modify Section 4.1, or change any fees payable hereunderof the defined terms used in Section 4.1, (iv) release the Guaranty amend or (v) reduce modify Section 4.4, Section 4.5, Section 4.7, Section 11.1.1, Section 11.1.8, or this Section 13.1 or otherwise change the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, without the written consent of all Banks, (ii) shall modify or waive any of the conditions precedent specified in Section 10.1 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, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Loan without the written consent of the holder of the Commitment or Loan adversely affected thereby. Amendments, modifications, waivers and consents of the type described in Credit Agreement 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 other Bank or other holder shall be required in connection therewith. No provision provisions of Section 13 or other provision of this Agreement affecting the Agent in its capacity as such 12 shall be amended, modified or waived without the consent of the Agent. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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's written consent.

Waiver; Amendments. No delay on the part of the Agent Agent, any Bank or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share Percentage of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: shall (i) extend or increase the Commitment Amountamount 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 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 any substantial part of the collateral granted under the Collateral Documents or (v) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision provisions of 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 an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the such Issuing Bank.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Bank 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 or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Banks Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required BanksLenders, 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 change (a) extend or increase the Pro Rata Share Commitment of any Bank Lender without the written consent of such Bank. No amendment, modification, waiver or consent shall: Lender; (i) increase the Commitment Amount, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunder, hereunder without the written consent of each Lender directly affected thereby; (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (ivexcept for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); (d) increase the advance rates set forth in the definition of “Borrowing Base”; or (e) release all or any substantial part of the Guaranty Collateral granted under the Collateral Documents, change the definition of Required Lenders, any provision of this Section 15.1 or (v) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each case, the written consent of all BanksLenders. 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 13 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 Agent. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing BankLender. 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 Agent Agent, any Bank, or the holder of any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by the Agent and by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: (i) shall extend or increase the Commitment Amountamount of the Commitments, (ii) extend the due date for payment of any principal of or interest on the Loans or any fees amount payable hereunder, (iii) reduce the principal amount of or waive any Loan, the rate of interest thereon or any fees payable fee hereunder, (iv) release change the Guaranty definition of "Required Banks" or (v) reduce "Percentage" in Section 1, amend or modify Section 4.1 or change any of the defined terms used in Section 4.1, amend or modify Section 4.4, Section 4.5, Section 4.7, Section 11.1.1 or Section 11.1.8, modify this Section 13.1 or otherwise change the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, without the written consent of all Banks, (ii) shall modify or waive any of the conditions precedent specified in Section 10.1 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, or rate of interest on, or extend the due date for any amount payable under, any Loan without the written consent of the holder of the Note evidencing such Loan. Amendments, 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 other Bank or other holder shall be required in connection therewith. No provision provisions of Section 13 or other provision of this Agreement affecting the Agent in its capacity as such 12 shall be amended, modified or waived without the consent of the Agent. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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's written consent.

Waiver; Amendments. No delay on the part of the Administrative Agent or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks Lenders having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required BanksLenders 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 change increase the Pro Rata Share Percentage of any Bank Lender or increase or extend the Commitment of any Lender without the consent of such BankLender. No amendment, modification, waiver or consent shall: shall (A) (i) increase extend the Commitment Amount, scheduled maturity date of any principal of any Loan of any Lender (iiexcluding any such extension resulting from a non-pro-rata extension of the Termination Date pursuant to Section 6.3) or extend the date for payment of any principal of or interest on the Loans any Loan or any fees payable hereunder, hereunder to any Lender or (iiiii) reduce the principal amount of any LoanLoan of any Lender, the rate of interest thereon or any fees payable hereunderhereunder to any Lender, without, in each case, the consent of such Lender, (ivB) (i) release (x) the Guaranty Parent or the Company from its obligations under the Parent/Company Guaranty, (y) all or substantially all of the Subsidiary Guarantors from their obligations under the Subsidiary Guarantees or (vz) all or substantially all of the collateral granted under the Collateral Documents, except any amendment required to effectuate Section 10.12(vii) or (ii) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Bankseach Lender directly affected thereby, (C) waive any condition set forth in Section 11.2 as to any Credit Extension under the Revolving Facility or the Effective Date Term Facility without the written consent of the Required Revolving Lenders or the Required Term Lenders, as the case may be, (D) waive any condition set forth in Section 11.3 as to any Credit Extension under the DDTL Facility without the written consent of the Required DDTL Lenders or (E) change the order of application of any prepayment of Term Loans from the application thereof set forth in the applicable provisions of Section 6.4.2 in any manner that materially and adversely affects the Term Lenders without the written consent of the Required Term Lenders. No amendment, waiver or consent shall (i) alter the pro rata sharing of payments required by Section 7.6 or the pro rata reduction in Commitments required by Section 6.2.1 or (ii) amend the definition of “Eligible Jurisdictions” (provided for the avoidance of doubt that Company’s exercise of its right to add Subsidiary Borrowers in jurisdictions other than Eligible Jurisdictions pursuant to Section 2.7(a) shall not be deemed to be an amendment, waiver or consent with respect to the definition of “Eligible Jurisdictions”) without, in each case, the consent of each Lender. No provision of Section 13 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of Section 13 or other provision of this Agreement affecting relating to the Agent rights or duties of an Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Agentsuch Issuing Lender. No provision of this Agreement relating to affecting the rights or duties of the Issuing Bank Swing Line Lender in its capacity as such shall be amended, modified or waived without the written consent of the Issuing BankSwing 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 (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. Notwithstanding anything to the contrary herein, (a) the Administrative Agent may, with the consent of the Company only, amend, modify or supplement this Agreement or any other Loan Document (i) to cure any ambiguity, omission, mistake, defect or inconsistency or (ii) to the extent the Administrative Agent determines is necessary or appropriate to implement the provisions of Section 6.2, Section 6.3, Section 8.2 (subject to the terms thereof) or Section 10.12(vii) and (b) this Agreement may be amended by delivery of a fully executed Subsidiary Borrower Supplement without the consent of any other party. The Borrowers may replace any Non-Consenting Lender in accordance with Section 15.10, provided that such amendment, 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 Borrowers to be made pursuant to this paragraph).

Waiver; Amendments. No delay on the part of the Agent or Agent, any Bank or ------------------ any 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share Percentage of any Bank (except as provided in Section 6.1.2) without the consent of such ------------- Bank. No amendment, modification, waiver or consent shall: shall (i) extend or increase the Commitment Amountamount of the Commitments (except as provided in Section 6.1.2), (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 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 any substantial part of the collateral granted under the Collateral Documents or (v) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision provisions of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the 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 Agent Agent, any Bank, or the holder of any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by the Agent and by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: (i) shall extend (other than in accordance with Section 13.8(a)) or increase the Commitment Amountamount of the Commitments, (ii) extend the date for payment maturity of any principal of Commitment or interest on the Loans or any fees payable hereunder, (iii) reduce the principal amount of any Loan, change the rate definition of interest thereon "Required Banks" or "Percentage" in Section 1, amend or modify Section 4.1, or change any fees payable hereunderof the defined terms used in Section 4.1, (iv) release the Guaranty amend or (v) reduce modify Section 4.4, Section 4.5, Section 4.7, Section 11.1.1, Section 11.1.8, or this Section 13.1 or otherwise change the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, without the written consent of all Banks, (ii) shall modify or waive any of the conditions precedent specified in Section 10.1 (or Section 5.3 in connection with the exercise 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, or rate of interest on, reduce or waive any fee hereunder or extend the due date for or waive any amount payable under, any Loan without the written consent of the holder of the Commitment or Loan adversely affected thereby. Amendments, 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 other Bank or other holder shall be required in connection therewith. No provision provisions of Section 13 or other provision of this Agreement affecting the Agent in its capacity as such 12 shall be amended, modified or waived without the consent of the Agent. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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's written consent.

Waiver; Amendments. No delay on the part of the Agent Agent, any Bank or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share Percentage of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: shall (i) extend or increase the Commitment Amountamount 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 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 Document or (v) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision provisions of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of Section 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 an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the 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 Agent or any 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share of not less than the aggregate Pro Rata Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: 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 the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents or (v) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Agent or any Bank 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks Lenders having an aggregate Pro Rata Share a Total Percentage of not less than the aggregate Pro Rata Share Total Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required BanksLenders, 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 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 90 days). No amendment, modification, waiver or consent shall change the Pro Rata Share increase or extend any Commitment of any Bank Lender without the written consent of such BankLender. No amendment, modification, waiver or consent shall: shall (iv) amend, modify or waive Section 7.5, (w)(i) extend the date for payment of any principal of or interest on the Term Loans or (ii) reduce the principal amount of any Term Loan or the rate of interest thereon payable hereunder, without, in each case, the consent of all Term Lenders, (x)(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 A Loans or any fees payable hereunder, the Letter of Credit fee or (iii) reduce the principal amount of any A Loan, the rate of interest thereon or any fees the Letter of Credit fee payable hereunder, without, in each case, the consent of all A Loan Lenders, (ivy)(i) increase the Acquisition B Commitment Amount, (ii) extend the date for payment of any principal of or interest on the Acquisition B Loans or (iii) reduce the principal amount of any Acquisition B Loan or the rate of interest thereon, without, in each case, the consent of all Acquisition B Loan Lenders or (z) (i) release the Guaranty or all or any substantial part of the collateral granted under the Collateral Documents, (ii) amend or modify Section 9.6.1 so as to increase the maximum ratio of Funded Debt to Stockholder's Equity permitted at any time, (iii) amend or modify Section 9.6.2 so as to increase the maximum ratio of Funded Debt (less Debt under Floor Plan Financings) to Stockholder's Equity permitted at any time, (iv) amend or modify Section 9.6.4 so as to permit any Subsidiary to maintain working capital at levels less than the requirements set forth in such Subsidiary's franchise agreements, (v) amend or modify Section 9.6.3 so as to increase the maximum Funded Debt to EBITDA Ratio permitted at any time, (vi) amend, modify or waive Section 11.1.2 to the extent such Section expressly refers to Floor Plan Financings, (vii) amend, modify or waive Section 6.3(b) or (viii) reduce the aggregate Pro Rata Share Total Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all BanksLenders. No provision of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of Section 13 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 Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing BankLender."

Waiver; Amendments. No delay on the part of the Agent or Agent, any Bank or ------------------ any 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share Percentage of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: shall (i) extend or increase the Commitment Amountamount 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 the 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 substantially all of the collateral granted under the Collateral Document or (v) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision provisions of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Agent or Agent, any Bank or ------------------ any 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share Percentage of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: shall (i) extend or increase the Commitment Amountamount 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 the 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 substantially all of the collateral granted under the Collateral Documents or (v) reduce the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Agent Administrative Agent, the Security Trustee or any Bank 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 or the Notes other Loan Documents shall in any event be effective unless the same shall be in writing and signed and delivered acknowledged by Banks Lenders having an aggregate Pro Rata Share Shares of not less than the aggregate Pro Rata Share Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the NotesAgreement, by the Required BanksLenders, 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 change (a) extend or increase the Pro Rata Share Commitment of any Bank Lender without the written consent of such Bank. No amendment, modification, waiver or consent shall: (i) increase the Commitment AmountLender, (iib) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunderhereunder without the written consent of each Lender directly affected thereby, (iiic) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby; or (ivd) release any party from its obligations under the Guaranty and Collateral Agreement or (v) all or any substantial part of the collateral granted under the Collateral Documents, change the definition of Required Lenders or any provision of this Section 15.1 or reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent consent, without, in each case, the written consent of all BanksLenders. 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 13 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 Agent. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Bank Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing BankLender.

Waiver; Amendments. No delay on the part of the Agent or any 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share Percentage of not less than the aggregate Pro Rata Share Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: (i) extend or increase the Commitment Amountamount 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) subject to Section 14.7, release the any Person from its obligations under either Guaranty or (v) reduce change the aggregate Pro Rata Share Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision provisions of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 amendment, modification or waiver of, or consent with respect to, any provision of this Agreement relating to affecting the rights or duties of the Issuing Bank in its capacity as such shall be amended, modified or waived effective without the consent of the Issuing Bank.

Waiver; Amendments. No delay on the part of the Agent or any 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share Total Percentage of not less than the aggregate Pro Rata Share Total Percentage expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share Revolving Percentage (except as provided in Section 6.1.2) or Term Percentage of ------------- any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: shall (i) extend or increase the Commitment Amountamount 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 the Loans any Loan or any fees fee payable hereunder, (iii) reduce the principal amount of any Loan, the rate of interest thereon or any fees fee payable hereunder, (iv) 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 any substantial part of the collateral granted under the Collateral Documents or (v) reduce the aggregate Pro Rata Share Total Percentage required to effect an amendment, modification, waiver or consent without, in each case, the consent of all BanksBanks (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 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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 an Issuing Bank in its capacity as such shall be amended, modified or waived without the consent of the 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 Agent or any 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 or the Notes shall in any event be effective unless the same shall be in writing and signed and delivered by Banks having an aggregate Pro Rata Share of not less than the aggregate Pro Rata Share expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement or the Notes, by the Required Banks, 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 change the Pro Rata Share of any Bank without the consent of such Bank. No amendment, modification, waiver or consent shall: shall (i) increase the Revolving Commitment Amount or Capex 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 Guaranty or all or any substantial part of the Guaranty collateral granted under the Collateral Documents or (v) reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent without, in each case, the consent of all Banks. No provision of 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. Notwithstanding the foregoing or anything else to the contrary in this Section 14.1, Agent, without the further consent of any Lender, may (and hereby is authorized to) amend or otherwise modify this Agreement or any other Loan Document in order to effectuate the Incremental Loan Commitment and the making of the Incremental Loans, provided that any such amendment or modification shall not be inconsistent with the terms of Section 14.1 of this Agreement or the definitions used in such Section insofar as such definitions affect the substance of such Section. No provision of 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. Notwithstanding anything herein to the contrary, no Bank that is in default of any of its obligations, covenants or agreements under this Agreement 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 departure therefrom or any direction from the Banks to the Agent, and, for purposes of determining the Required Banks at any time when a Bank is in default under this Agreement, the Commitment and the Loans and Letter of Credit participation of such defaulting Banks shall be disregarded.